New Age Metals Options Genesis Project
Press Release
May 6, 2026 – Vancouver, BC– New Age Metals Inc. (TSX.V: NAM | OTCQB: NMTLF | FSE: P7J) (“NAM” or the “Company”) is pleased to announce that it has entered into a non-binding letter of intent dated May 4, 2026 (the “LOI”) with Rockport Capital Corp. (“RP”), a Capital Pool Company (“CPC”), which sets out the principal terms and conditions of a proposed transaction intended to constitute the RP’s “Qualifying Transaction”
Summary of the Proposed Transaction
Pursuant to the LOI, the Company and RP have agreed to negotiate and enter into a definitive option agreement (the “Definitive Agreement”), pursuant to which RP will be granted the right to earn an initial 50% interest in the Company’s Genesis project (the “Property”) (the “Option”).
The Proposed Transaction constitutes a related party transaction under TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as certain directors and officers, of the Company are also directors, officers, or shareholders of RP. The Company has determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements under applicable securities laws as neither the fair market value of the Property interest being optioned, nor the consideration payable, exceeds 25% of the Company’s market capitalization.
Further details of the transaction will be disclosed by RP in connection with its proposed qualifying transaction.
Property and Option Terms
The Genesis project is a Ni-Cu-PGE property located in the northeastern Chugach Mountains, 75 road miles north of the city of Valdez, Alaska. The Property is located within 3 km of the all-season paved Richardson Highway and a high-capacity electric power line. The Property consists of 64 contiguous 160-acre claims totalling 10,240 acres and approximately 4,144 hectares
Pursuant to the terms of the LOI, RP will have the right to earn an initial 50% interest in the Property directly by satisfying the following obligations:
- Making cash payment of $25,000 to NAM within 10 days of the closing;
- Issuing 1,000,000 common shares to NAM within 10 days of the closing; and
- Incurring aggregate exploration expenditures on the Property of not less than $250,000 within 12 months of the closing date of the Proposed Transaction as recommended by the National Instrument 43-101 compliant technical report.
Upon satisfaction of the above obligations, RP will earn an initial 50% interest in the Property. The Property remains subject to an existing 3% net smelter return (“NSR”) royalty in favour of the original property vendor.
RP shall also have the right to enter into an unincorporated joint venture arrangement with NAM to earn up to an additional 20% participating interest, for an aggregate total 70% interest in the Property. Such right shall be exercised by providing written notice to NAM. Following receipt of such notice, the Parties will work diligently and in good faith to negotiate the terms of a joint venture to advance exploration and development of the Property.
The Company has determined that the Proposed Transaction does not constitute a material change for the Company.
Conditions to Completion
Completion of the Proposed Transaction is subject to RP completing a number of conditions, including, but not limited to:
- Successful completion of TSXV pre-filing conference whereby TSXV has indicated the Proposed Transaction is acceptable as the Company’s Qualifying Transaction;
- Completion of satisfactory due diligence;
- Execution of mutually satisfactory Definitive Agreement;
- Receipt of all required approvals, including TSXV acceptance and minority shareholder approval;
- Satisfaction of TSXV listing and escrow requirements where applicable;
- Completion of the Concurrent Financing for minimum proceeds of $750,000;
- Completion of a National Instrument 43-101 compliant Technical Report on the Property;
- No material adverse change in business or affairs of either RP or NAM;
- The Parties having used their good faith efforts to prepare all necessary disclosure and filing documentation in respect of the Proposed Transaction and receipt of all regulatory approvals;
About Rockport Capital Corp.
Rockport is a Capital Pool Company (“CPC”) and intends the Proposed Transaction to constitute its Qualifying Transaction (the “Qualifying Transaction”) under the policies of the TSXV. As a CPC, the Company has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the Exchange, until the completion of its Qualifying Transaction, the Company will not carry-on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
About New Age Metals Inc.
New Age Metals Inc. is a Tier 1 TSXV junior mineral exploration and development listed issuer incorporated under the laws of the Province of British Columbia who holds a 100% interest in the Genesis project through its wholly owned Alaskan subsidiary, Pacific North West Capital Corp. USA, subject to a 3% NSR in favour of the original vendor. NAM is also a company focused on the discovery, exploration, and development of critical green metal projects in North America with three divisions: a Platinum Group Element division, a Lithium/Rare Metals division, an Antimony-Gold Division.
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On behalf of the Board of Directors
Harry G. Barr
Chairman and CEO
(613-659-2773)
IBF4
