The TSX Venture Exchange has accepted for filing Penbar Capital Ltd.'s qualifying transaction, as described in its filing statement dated Sept. 30, 2025. As a result, at the opening on Thursday, Nov. 20, 2025, the company will no longer be considered a capital pool company. The arm's-length qualifying transaction includes the following.

The company acquired all of the issued and outstanding securities of Eastport Ventures Inc., pursuant to an amalgamation agreement dated March 14, 2025, as amended, between the company, its wholly owned subsidiary and Eastport. Immediately prior to the amalgamation, the company carried out a one-new-for-seven-old share consolidation. Pursuant to the amalgamation, outstanding shares of Eastport were exchanged for shares of the company on the basis of 0.2941 company share for each Eastport share formerly held, resulting in the company issuing 20,642,230 postconsolidation shares to the former shareholders of Eastport.

In connection with the qualifying transaction, Eastport and the company completed a concurrent non-brokered private placement for aggregate gross proceeds of $5,927,075.80, of which $4,328,568.36 was subscribed in Eastport and $1,598,507.44 was subscribed in the company, on effectively the same terms. Subscribers to the Eastport financing and Penbar financing received, on a postconsolidation and postexchange ratio basis, 9,692,905 units of the company at a price of 61 cents per unit. Each unit comprises one share of the company and one-half of an A warrant and one-half of a B warrant. Each whole A warrant entitles the holder thereof to acquire one share of the company at a price of 85 cents per share for a period of 12 months following listing. Each whole B warrant entitles the holder thereof to acquire one share of the company at a price of $1.70 per share for a period of 24 months following listing. See the private placement section below for additional details regarding the Penbar financing.

In connection with the Eastport financing, aggregate cash commissions were paid of $131,252 and an aggregate of 214,450 finders' warrants were issued by the company on a postconsolidation and postexchange ratio basis.

The exchange has been advised that the above transactions were completed on Nov. 10, 2025.

For additional information, please refer to the company's filing statement, available under the company's profile on SEDAR+, as well as the company's news releases dated March 17, 2025, May 26, 2025, Oct. 3, 2025, and Nov. 18, 2025.

Private placement -- non-brokered

Financing type:  non-brokered private placement

Gross proceeds:  $1,598,507.44

Offering:  2,620,504 listed shares with 2,620,504 warrants, where each holder will receive one-half of an A warrant and one-half of a B warrant

Offering price:  61 cents per listed share

Warrant exercise terms:  Each whole A warrant entitles the holder thereof to acquire one listed share of the company at a price of 85 cents per listed share for a one-year period. Each whole B warrant entitles the holder thereof to acquire one listed share of the company at a price of $1.70 per listed share for a two-year period.

Disclosure:  For further details of the Penbar financing, please refer to the company's news release dated Nov. 18, 2025.