21:09:55 EDT Wed 02 Sep 2026
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New Age Metals Inc (2)
Symbol NAM
Shares Issued 74,775,896
Close 2026-09-02 C$ 0.225
Market Cap C$ 16,824,577
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New Age, Rockport sign definitive option agreement

2026-09-02 19:50 ET - News Release

Mr. Harry Barr reports

NEW AGE METALS ENTERS INTO DEFINITIVE OPTION AND JOINT VENTURE AGREEMENT WITH ROCKPORT CAPITAL CORP. ON THE GENESIS NI-CU-PGE PROJECT, ALASKA

New Age Metals Inc., further to its news release dated May 6, 2026, has entered into a definitive property option and joint venture agreement dated Sept. 1, 2026, with Rockport Capital Corp., a capital pool company, pursuant to which Rockport has been granted the right to earn an initial 50-per-cent interest, and up to an aggregate 70-per-cent interest, in the company's 100-per-cent-owned Genesis Ni-Cu-PGE (nickel, copper and platinum group element) property, located in south-central Alaska, U.S. The transaction is intended to constitute Rockport's qualifying transaction under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

The proposed transaction is a non-arm's-length qualifying transaction within the meaning of TSX-V policies. Accordingly, the proposed transaction will be subject to Rockport 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 TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as certain directors and officers, of the company are also directors, officers or shareholders of Rockport. 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 per cent of the company's market capitalization.

Transaction highlights:

  • Rockport may earn an initial 50-per-cent interest in the Genesis project by paying New Age Metals $25,000 in cash, issuing one million common shares of Rockport to New Age Metals and financing 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-per-cent interest (total of 70 per cent) by paying New Age Metals a further $10,000, issuing a further 250,000 Rockport shares and financing 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.
  • New Age Metals will remain operator of the project throughout, including at the joint venture stage, receiving an operator service fee of 4 per cent of exploration expenditures until completion of the initial earn-in and 8 per cent of direct program costs at the joint venture stage, reflecting New Age Metals' established technical team and operating infrastructure in Alaska.
  • New Age Metals retains a significant continuing interest in the project (not less than 30 per cent or 50 per cent under the default joint venture), with its exploration of the project financed by Rockport through the earn-in expenditures.
  • The 2026 field program is expected to commence on or about Aug. 5, 2026, operated by New Age Metals; expenditures incurred by New Age Metals 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-per-cent 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 three kilometres (km) of the all-season paved 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 TSX-V 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-million), 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 TSX-V policies, as certain directors and officers of Rockport, including Harry G. Barr, are also directors, officers or securityholders of New Age Metals. 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 is a Tier 1 TSX-V junior mineral exploration and development listed issuer incorporated under the laws of the Province of British Columbia that holds a 100-per-cent interest in the Genesis project through its wholly owned Alaskan subsidiary, Pacific North West Capital Corp. USA, subject to a 3-per-cent NSR (net smelter return) royalty in favour of the original vendor. New Age Metals 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; and an antimony-gold division.

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