
New Age Metals Enters Into Definitive Option And Joint Venture Agreement With Rockport Capital Corp. On The Genesis NI-CU-PGE Project, Alaska
TheNewswire
Published: Sep 02, 2026, 09:15 PM
Sentiment Analysis
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 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 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 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% of the Company’s market capitalization.
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.
Source: TheNewswire
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