New Age Metals Options Genesis Project
New Age Metals TSX-V: NAM OTCQB: NMTLF
101-2148 W 38th Ave Vancouver, BC V6M 1R9 [email protected]
+1.604. 685.1870 www.newagemetals.com
NEW AGE METALS OPTIONS GENESIS PROJECT
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 is a “Non-Arm’s Length Qualifying Transaction” within the meaning of TSXV
policies. Accordingly, the Proposed Transaction will be subject to RP 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 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 considerat ion 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.
New Age Metals TSX-V: NAM OTCQB: NMTLF
101-2148 W 38th Ave Vancouver, BC V6M 1R9 [email protected]
+1.604. 685.1870 www.newagemetals.com
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 no tice 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:
i) Successful completion of TSXV pre-filing conference whereby TSXV has indicated the Proposed
Transaction is acceptable as the Company’s Qualifying Transaction;
ii) Completion of satisfactory due diligence;
iii) Execution of mutually satisfactory Definitive Agreement;
iv) Receipt of all required approvals, including TSXV acceptance and minority shareholder approval;
v) Satisfaction of TSXV listing and escrow requirements where applicable;
vi) Completion of the Concurrent Financing for minimum proceeds of $750,000;
vii) Completion of a National Instrument 43-101 compliant Technical Report on the Property;
viii) No material adverse change in business or affairs of either RP or NAM;
ix) 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
New Age Metals TSX-V: NAM OTCQB: NMTLF
101-2148 W 38th Ave Vancouver, BC V6M 1R9 [email protected]
+1.604. 685.1870 www.newagemetals.com
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)
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.
Cautionary Note Regarding Forward Looking Statements: This release contains forward -looking statements that
involve risks and uncertainties. These statements may differ materially from actual future events or results and are
based on current expectations or beliefs. For this purpose, statements of historical fact may be deemed to be forward-
looking statements. In addition, forward -looking statements include statements in which the Company uses words
such as “continue”, “efforts”, “expect”, “believe”, “anticipate”, “confident”, “intend”, “strategy”, “plan”, “will”,
“estimate”, “project”, “goal”, “target”, “prospects”, “optimistic” or similar expressions. These statements by their
nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important
factors, including, among others, the Company’s ability and continuation of efforts to timely and completely make
available adequate current public information, additional or different regulatory and legal requirements and
restrictions that may be imposed, and other facto rs as may be discussed in the documents filed by the Company on
SEDAR (www.sedar.com), including the most recent reports that identify important risk factors that could cause actual
results to differ from those contained in the forward -looking statements. The Company does not undertake any
obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-
looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events. Investors should not place undue reliance on forward-looking statements.