Mr. Gordon Chunnett reports

ROCKPORT CAPITAL CORP. ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT FOR ITS PROPOSED QUALIFYING TRANSACTION WITH NEW AGE METALS INC. AND PROVIDES TRANSACTION UPDATE

Further to the news release dated May 6, 2026, Rockport Capital Corp. has entered into a definitive property option and joint venture agreement dated Sept. 1, 2026, with New Age Metals Inc. in respect of the company's proposed qualifying transaction under Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange.

The definitive agreement constitutes the definitive agreement contemplated by the non-binding letter of intent between the company and NAM dated May 4, 2026, and supersedes the LOI. Pursuant to the definitive agreement, the company will have the right, subject to the terms and conditions thereof, to earn an initial 50-per-cent interest and an up-to-70-per-cent interest in NAM's Genesis nickel-copper-platinum-group-element property located in Alaska, United States, which acquisition is intended to constitute the company's qualifying transaction under Policy 2.4.

Summary of the proposed transaction

Pursuant to the definitive agreement, the company will have the right to earn an initial undivided 50-per-cent interest in the property (subject to the existing royalty described below) and, following completion of the initial earn-in, to elect to enter into a joint venture with NAM to earn an up-to-additional 20-per-cent interest, for an aggregate 70-per-cent interest in the property. If the company does not make such election within 120 days of completing the initial earn-in, the parties will proceed with the formation of an unincorporated joint venture on a 50/50 basis.

The property is an exploration-stage mineral property and has not generated revenues from commercial operations. The company is continuing to review the financial disclosure required in connection with the proposed transaction and will include all financial information required by the TSX Venture Exchange.

Upon completion of the proposed transaction, the company will continue as a Tier 2 mining issuer focused on the exploration and development of the property.

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 the approval of a majority of the votes cast by disinterested shareholders of the company. The interested directors and officers of the company will abstain from voting on board matters relating to the proposed transaction, as applicable.

As the proposed transaction is a non-arm's-length qualifying transaction, the company intends to seek shareholder approval by way of an information circular to be prepared and mailed to shareholders in accordance with applicable corporate and securities laws and the policies of the TSX-V. The information circular will contain prospectus-level disclosure regarding Rockport, NAM, the property and the resulting issuer. Further details regarding the timing of the shareholder meeting will be disclosed in a future news release.

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 three 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 definitive agreement, the company will have the right to earn an initial 50-per-cent interest in the property by:

• Making cash payment of $25,000 within 10 days of the closing;
• Issuing one million common shares of the company 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, the company will earn an initial 50-per-cent interest in the property.

The property is subject to an existing 3-per-cent net smelter return royalty in favour of the original property vendor.

The required exploration expenditures are anticipated to be incurred in accordance with the recommendations set forth in a technical report prepared in compliance with National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

The revised NI 43-101-compliant technical report in respect of the property has been submitted to the exchange, all comments have been satisfied and the final technical report will be filed under the company's profile on SEDAR+ once the Exchange has conditionally approved the proposed transaction.

Following completion of the initial earn-in, the company shall have the right, exercisable by written notice to NAM within 120 days, to enter into a joint venture with NAM for the further development of the property and to earn an additional 20-per-cent participating interest (for an aggregate 70-per-cent interest) by:

1. Making a cash payment of $10,000 to NAM;
2. Issuing 250,000 common shares of the company to NAM; and
3. Incurring additional exploration expenditures on the property of not less than $750,000 within 36 months, in each case as set out in the definitive agreement.

If the company does not deliver such election, the parties will proceed with an unincorporated 50/50 joint venture, with the company remaining obligated to make the foregoing cash payment, share issuance and expenditures.

Operatorship, operator fee and 2026 field program

Under the definitive agreement, NAM will act as operator of the property, including following completion of the company's initial earn-in and during the term of any joint venture, subject to customary provisions for the replacement of the operator, reflecting NAM's existing presence and operational capabilities in Alaska through its local subsidiary. NAM will be paid an operator service fee equal to 4 per cent of exploration expenditures incurred by it as operator until completion of the initial earn-in and, following formation of the joint venture, 8 per cent of direct program costs incurred under approved programs and budgets, in lieu of any other management or administrative fee. The 8-per-cent joint venture stage fee reflects the definitive operatorship structure agreed by the parties and updates the 4-per-cent fee described in the company's May 6, 2026, news release.

NAM, as operator, commenced the 2026 field program recommended in the technical report on or about Aug. 5, 2026. The program will be financed by NAM pending closing of the proposed transaction, and exploration expenditures incurred by NAM from commencement of the program will, upon reimbursement by the company following closing, be credited toward the company's $250,000 initial earn-in expenditure commitment, all in accordance with the terms of the definitive agreement and applicable TSX-V policies.

Concurrent financing

In connection with the proposed transaction, the company intends to complete a concurrent financing for gross proceeds of not less than $750,000 (minimum amount) and up to $2-million by way of a non-brokered private placement of common shares (or such other securities as may be determined by the company and NAM) at a price per security to be determined in accordance with the TSX-V pricing policies but with an indicative price of between 10 cents and 15 cents per common share. At least 20 per cent of the proceeds from the concurrent financing will be allocated to and reserved for purchase by current shareholders, or such higher amount as may be determined by the respective boards of the company and NAM.

Completion of the proposed transaction shall be conditional upon the company raising at least the minimum amount under the concurrent financing, unless waived by NAM, provided that any revised minimum subscription amount satisfies TSX-V policies for the resulting company upon completion of the proposed transaction.

Net proceeds of the concurrent financing will be used to finance the exploration expenditures required to exercise the option under the definitive agreement, including the recommended work program to be completed within 12 months, as well as for transaction expenses and general working capital.

Insiders of the company and NAM may participate in the concurrent financing. The parties acknowledge that 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, officers or significant shareholders of the company are also directors, officers or shareholders of NAM. Accordingly, full disclosure of the related-party relationships and material terms of the proposed transaction will be provided in the company's information circular and related disclosure documents. The proposed transaction will be subject to TSX-V approval and majority of the minority shareholder approval of the company and interested directors and officers of the company will abstain from voting on matters relating to the proposed transaction. The board of directors of the company have determined that the proposed transaction is fair and reasonable to the company and its shareholders.

Finders' fees

No finders' fees or commissions are payable by the company in connection with the proposed transaction. The company may pay finders' fees or commissions in connection with the concurrent financing in accordance with the policies of the TSX-V. Any such fees will be disclosed in the information circular.

Disclosure and information circular

In accordance with Policy 2.4, the company is currently preparing for submission to the exchange its qualifying transaction package of filing materials, including its draft information circular containing prospectus-level disclosure regarding the company, NAM, the property and the resulting issuer, which will be reviewed by the exchange. The company will work expeditiously to address all comments from the exchange after the submission is filed.

Once the exchange has issued conditional approval of the transaction, the information circular will be mailed to shareholders in connection with a meeting of shareholders to consider and, if deemed advisable, approve the proposed transaction. The record date and meeting date will be announced by further news release once confirmed. The information circular will be available under the company's profile on SEDAR+ once filed.

Trading halt and tier classification

The company confirms that trading in the Rockport shares will remain halted pending closing of the proposed transaction, subject to the earlier recommencement of trading only upon TSX-V approval and the filing of required materials with the TSX-V as contemplated by TSX-V policies.

Upon completion of the proposed transaction, the resulting issuer is expected to be classified as a Tier 2 mining issuer on the TSX-V. The final tier classification is subject to the review and acceptance of the TSX-V.

Escrow and resale restrictions

In accordance with TSX-V policies, securities of principals of the resulting issuer will remain subject to escrow, seed share resale restrictions. Disclosure regarding escrow securities will be included in the information circular.

Board and management of the resulting issuer

The company expects that the board of directors and management of the resulting issuer will include:

1. Gordon Chunnett (president and director);
2. Harry G. Barr (chief executive officer and director);
3. Curtis Freeman (director); and
4. Robert Guanzon (chief financial officer).

Further particulars, including background information for each proposed director and officer of the resulting issuer, will be provided in the information circular.

Conditions to completion

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to:

1. Receipt of final acceptance of the proposed transaction by the TSX-V;
2. Completion of satisfactory due diligence;
3. Approval of the proposed transaction by a majority of the minority shareholders of the company at the shareholder meeting;
4. Receipt of all other required regulatory approvals;
5. Satisfaction of TSX-V listing, escrow and sponsorship requirements where applicable;
6. Completion of the concurrent financing for minimum proceeds of $750,000;
7. Filing of the final National Instrument 43-101-compliant technical report on the property;
8. No material adverse change in business or affairs of either the company or NAM; and
9. 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.

There can be no assurance that the proposed transaction will be completed as proposed or at all.

About Rockport Capital Corp.

Rockport is a capital pool company and intends the proposed transaction to constitute its qualifying transaction under the policies of the TSX-V. 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 TSX-V, 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 is a Tier 1 TSX-V junior mineral exploration and development listed issuer incorporated under the laws of the Province of British Columbia which 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 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 metal division and an antimony-gold division.

Further information

Further details regarding the proposed transaction will be provided in the information circular, which will be mailed to shareholders and filed under the company's profile on SEDAR+.

We seek Safe Harbor.