New Age Metals Inc. New Age Metals Inc. TSXV: NAM / OTCQB NMTLF
New Age Metals Inc. New Age Metals Inc. TSXV: NAM / OTCQB NMTLF
Registered Office Field Office [email protected]
101-2148 W 38th Avenue 59 Burtch's Lane www.newagemetals.com
Vancouver, BC V6M 1R9 Rockport, ON K0E 1V0
+1.604.685.1870 +1.613.659.2773
NEW AGE METALS ENTERS INTO DEFINITIVE OPTION AND JOINT VENTURE
AGREEMENT WITH ROCKPORT CAPITAL CORP. ON THE GENESIS NI-CU-PGE
PROJECT, ALASKA
September 2, 2026 – Vancouver, British Columbia – New Age Metals Inc. (“ NAM” or the “ Company”) (TSXV: NAM;
OTCQB: NMTLF; FSE: P7J) is pleased to announce that, further to its news release dated May 6, 2026, it has entered into a
definitive property option and joint venture agreement dated September 1, 2026 (the “Definitive Agreement”) with Rockport
Capital Corp. (“Rockport”) (TSXV: R.P), a capital pool company, pursuant to which Rockport has been granted the right to
earn an initial 50% interest, and up to an aggregate 70% interest, in the Company’s 100%-owned Genesis Ni-Cu-PGE property
located in south central Alaska, USA (the “ Property”). The transaction is intended to constitute Rockport’s qualifying
transaction (the “Qualifying Transaction”) under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange
(the “TSXV”).
The Proposed Transaction is a “Non -Arm’s Length Qualifying Transaction” within the meaning of TSXV policies.
Accordingly, the Proposed Transaction will be subject to R ockport approval of a majority of the votes cast by disinterested
shareholders of RP. The interested directors and officers of the Company will abstain from voting on board matters relating
to the Proposed Transaction, as applicable.
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 R ockport. 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.
Transaction Highlights
• Rockport may earn an initial 50% interest in the Genesis Project by paying NAM $25,000 in cash, issuing 1,000,000
common shares of Rockport to NAM, and funding not less than $250,000 of exploration expenditures on the
Property within 12 months of closing.
• Rockport may thereafter elect to form a joint venture and earn an additional 20% interest (70% aggregate) by
paying NAM a further $10,000, issuing a further 250,000 Rockport shares, and funding a further $750,000 of
exploration expenditures within 36 months; absent such election, the parties will form a 50/50 joint venture, with
the same cash, share and expenditure obligations applying.
• NAM will remain operator of the Project throughout, including at the joint venture stage, receiving an operator
service fee of 4% of exploration expenditures until completion of the initial earn-in and 8% of direct program costs
at the joint venture stage, reflecting NAM’s established technical team and operating infrastructure in Alaska.
• NAM retains a significant continuing interest in the Project (not less than 30%, or 50% under the default joint
venture), with its exploration of the Project funded by Rockport through the earn -in expenditures.
• The 2026 field program is expected to commence on or about August 5, 2026, operated by NAM; expenditures
incurred by NAM under the program will be reimbursed by Rockport following closing and credited toward
Rockport’s initial earn-in expenditure commitment.
The Property remains subject to an existing 3% net smelter return royalty in favour of Anglo Alaska Gold Corp., which royalty
encumbers the Property as a whole and is unaffected by the Qualifying Transaction.
About the Genesis Project
The Genesis project is a road-accessible Ni-Cu-PGE property located in the northeastern Chugach Mountains of south central
Alaska, approximately 75 road miles north of the port city of Valdez and within approximately 3 km of the all-season paved
New Age Metals Inc. New Age Metals Inc. TSXV: NAM / OTCQB NMTLF
Registered Office Field Office [email protected]
101-2148 W 38th Avenue 59 Burtch's Lane www.newagemetals.com
Vancouver, BC V6M 1R9 Rockport, ON K0E 1V0
+1.604.685.1870 +1.613.659.2773
Richardson Highway and a high-capacity electric power line. The Property consists of 64 contiguous 160-acre State of Alaska
mining claims totalling 10,240 acres (approximately 4,144 hectares). A technical report prepared in accordance with National
Instrument 43 -101 in respect of the Property will be filed under Rockport’s profile on SEDAR+ in connection with the
Qualifying Transaction.
Conditions to Completion
Completion of the Qualifying Transaction is subject to a number of conditions, including receipt of TSXV acceptance,
approval of the Qualifying Transaction by a majority of the minority shareholders of Rockport, completion of Rockport’s
concurrent financing for gross proceeds of not less than $750,000 (and up to $2,000,000), completion and filing of the final
technical report, and the other conditions described in the Definitive Agreement. The Qualifying Transaction is a Non-Arm’s
Length Qualifying Transaction under TSXV policies, as certain directors and officers of Rockport, including Harry G. Barr,
are also directors, officers or securityholders of NAM. There can be no assurance that the Qualifying Transaction will be
completed as proposed or at all.
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.
On behalf of the Board of Directors:
Harry G. Barr,
Chairman & CEO
For further information, please contact:
NEW AGE METALS INC.
Tel: +1.604.685.1870
Email: [email protected]
Web: www.newagemetals.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning
of applicable securities laws, including statements regarding the completion and timing of the Qualifying Transaction, the co ncurrent financing, the 2026
field program, reimbursement and crediting of expenditures, future exploration and the prospects of the Property. Forward-looking statements are based on
assumptions management believes to be reasonable but are subject to known and unknown risks and uncertainties, including the risk that the conditions to
the Qualifying Transaction are not satisfied, that TSXV acceptance or shareholder approval is not obtained, that the concurre nt financing is not completed,
and the risks inherent in mineral exploration. Actual results may differ materially. The Company undertakes no obligation to update forward -looking
statements except as required by law.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and majority of the minority
shareholder approval of Rockport. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management info rmation circular to be prepared
in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.