Penbar Completes Qualifying Transaction with Eastport Ventures Inc.

Executive Summary

• Penbar Capital Ltd. completed its previously announced Qualifying Transaction with Eastport Ventures Inc. and NewCo on Nov 10, 2025, resulting in a share consolidation (7‑for‑1) and the issuance of 27,714,630 post‑consolidation Resulting Issuer Shares.
• Concurrent private placements raised approximately $5.93 million in gross proceeds ($4.33 M to Eastport; $1.60 M to Penbar), which will fund exploration on the Matsitama property and other corporate purposes.
• The transaction triggered extensive escrow arrangements, new director appointments, a pending name change to “Eastport Ventures Inc.”, and an expected trading relist under ticker EVI around Nov 20, 2025.

Key Details

• Share Consolidation: 7 pre‑consolidation shares → 1 post‑consolidation Penbar share; new CUSIP 70662P205.
• Exchange Ratio: 0.2941 Resulting Issuer Shares per Eastport share (deemed price ≈ $0.61).
• Resulting Securities Issued:
• 27,714,630 post‑consolidation Resulting Issuer Shares to former Eastport shareholders.
• 11,675,707 Resulting Issuer Warrants and 338,215 Resulting Issuer Options to former Eastport warrant/option holders.
• Concurrent Financing:
• Total gross proceeds ≈ $5,927,075.80 (Eastport $4,328,568.36; Penbar $1,598,507.44).
• Eastport Private Placement: 7,072,401 subscription receipts → units of one Eastport share + ½ “A” warrant + ½ “B” warrant.
• Penbar Private Placement: 2,620,504 Penbar Units at $0.61 per unit (each unit = 1 Resulting Issuer Share + ½ “A” warrant + ½ “B” warrant).
• Insider Participation in Penbar Private Placement:
• Burns Singh Tennent‑Bhohi – $500,000 (819,672 units)
• David Arthur Eaton – $181,499.40 (297,540 units)
• Denise Lok – $20,008 (32,800 units)
• Finder’s Fees & Warrants: Cash fees of $131,252 paid; 214,450 finder’s warrants issued (exercise price $0.61).
• Use of Proceeds ($5,510,951 total):
• Exploration – Matsitama Property: $792,750
• Exploration – Other Properties: $35,792
• Professional fees: $342,319
• G&A (12 mo): $1,018,614
• Cash payment to ZCI Limited: $330,648
• Unallocated working capital: $2,990,828
• Escrow Arrangements:
• 6,909,670 Resulting Issuer Shares + related warrants/options placed in escrow for insiders (TSXV Policy 1.1).
• Additional 1,423,963 shares subject to Seed Share Resale Restrictions (20 % released quarterly over one year).
• Director & Officer Changes:
• Resignations: Denise Lok, Queenie Kuang, David Velisek, David Eaton (CEO), Queenie Kuang (CFO/Secretary).
• Appointments: Burns Singh Tennent‑Bhohi (CEO), Ms. Lok (CFO/Secretary), Rickey G. Bonner (Country Geologist) and additional directors to Eastport.
• Capitalization Post‑Transaction: 30,906,564 Resulting Issuer Shares outstanding; detailed ownership percentages provided.
• Name Change & Symbol: Planned rename to “Eastport Ventures Inc.” delayed by BC union strike; symbol change to EVI expected around Nov 20, 2025.
• Investor Relations Agreement: Kin Communications engaged at $15,000/month (+ GST) for 12 months; holds 99,994 shares and warrants subject to escrow.

Notable Quotes

“It has been a pleasure to work with the TSXV… we welcome our new shareholders at perhaps the most exciting time in this Company’s corporate history.” – Burns Singh Tennent‑Bhohi, CEO

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All forward‑looking statements are subject to risks and uncertainties as disclosed in the release.