Penbar Capital closes QT with Eastport Ventures

Executive Summary

• Penbar Capital Ltd. completed its qualifying transaction with Eastport Ventures Inc. and 1001160772 Ontario Ltd. (NewCo) on November 10, 2025, effectively merging the entities. Penbar is renaming to Eastport Ventures Inc. and its shares are expected to commence trading on the TSX Venture Exchange under the symbol "EVI" on or about November 20, 2025.
• The transaction involved a share consolidation of Penbar (1-for-7) and the exchange of all Eastport securities for resulting issuer securities at a deemed price of approximately 61 cents per Eastport share.
• A concurrent non-brokered private placement was oversubscribed and closed in tranches, generating total gross proceeds of approximately $5.93 million ($4.33M to Eastport, $1.60M to Penbar). Proceeds are designated for exploration of the Matsitama property and other assets, professional fees, and working capital.

Key Details

• Transaction Structure: Amalgamation of Penbar Capital Ltd., Eastport Ventures Inc., and NewCo. Penbar acquired all outstanding securities of Eastport.
• Share Consolidation: Penbar consolidated common shares on a 1-for-7 basis (postconsolidation to preconsolidation).
• Exchange Ratio: Eastport securities exchanged for resulting issuer securities at a ratio resulting in a deemed price of ~$0.61 per Eastport share.
• Securities Issued to Eastport Shareholders:
  • 27,714,630 postconsolidation resulting issuer shares.
  • 11,675,707 resulting issuer warrants.
  • 338,215 resulting issuer options.
• Concurrent Financing Details:
  • Total Gross Proceeds: ~$5,927,075.80.
  • Eastport Portion: $4,328,568 gross proceeds from 7,072,401 subscription receipts (converted to units).
  • Penbar Portion: $1,598,507 gross proceeds from 2,620,504 units issued at $0.61 per unit.
• Warrant Terms (Units/Receipts):
  • Each unit consists of one share, 0.5 A warrant, and 0.5 B warrant.
  • A Warrants: Exercisable at $0.85/share for 12 months following listing.
  • B Warrants: Exercisable at $1.70/share for 24 months following listing.
• Finder’s Fees: Eastport paid aggregate cash fees of $131,252 and issued 214,450 finders' warrants (exercisable at $0.61/share, expiring 12 months post-listing) to Canaccord Genuity, Intrynsyc Capital, Haywood Securities, Ventum Financial, and Red Cloud Securities.
• Escrow Arrangements:
  • Insiders: 6,909,670 shares, 2,006,760 warrants, and 176,460 options placed in escrow.
  • Seed Share Resale Restrictions (SSRR): 1,423,963 shares placed in escrow (1-year hold, 20% released quarterly).
  • Voluntary Escrow: 4,601,558 shares placed in escrow (1-year hold, 20% released quarterly).
• Use of Proceeds: Exploration of Matsitama property, other property exploration, professional fees, G&A expenses for 12 months, cash payments to ZCI Ltd., and general corporate/working capital.
• Management Changes:
  • Resignations: Denise Lok, Queenie Kuang, David Velisek (Directors); David Eaton (CEO); Kuang (CFO/Corp Sec).
  • Appointments: David Minchin (Chairman), Burns Singh Tennent-Bhohi (CEO), Denise Lok (CFO/Corp Sec), Rickey G. Bonner (Country Geologist), David Eaton, David Newman, Herrick Lau (Directors).
• Capitalization Post-Transaction:
  • Shares Outstanding: 30,906,564.
    • 66.79% by former Eastport shareholders.
    • 22.88% by former Eastport subscription receipt holders.
    • 8.48% by Penbar unit holders.
    • 1.85% by pre-transaction Penbar shareholders.
  • Warrants/Options Outstanding: 14,691,569 total.
• Name Change Delay: Name change to "Eastport Ventures" delayed due to BC corporate registry strike; intended to occur after trading resumes.

Notable Quotes

• Burns Singh Tennent-Bhohi, CEO: "Over nearly six years, Eastport has been pro-actively developing and operating in Botswana with the objective of building a truly disruptive critical metals developer and explorer... It has been a pleasure to work with the TSX-V... Building private companies like Eastport during exceptionally challenging market conditions is not possible without a unified team that maintains a common objective alongside brave and committed shareholders and investors."