Penbar receives conditional TSX-V approval for QT

Executive Summary

• Penbar Capital Ltd. has received conditional approval from the TSX Venture Exchange for its qualifying transaction (amalgamation) with Eastport Ventures Inc.
• The transaction involves a three-cornered amalgamation where Eastport and a new subsidiary (NewCo) will amalgamate to form AmalCo, which becomes a wholly owned subsidiary of Penbar. The resulting entity will be renamed Eastport Ventures Inc. and trade under the symbol EVI on the TSX-V as a Tier 2 mining issuer.
• The transaction is scheduled to close on or about October 8, 2025, subject to conditions including a non-brokered private placement financing, final TSX-V approval, and shareholder approval at a special meeting on October 6, 2025.

Key Details

• Transaction Structure: Three-cornered amalgamation. NewCo (wholly owned subsidiary of Penbar) and Eastport amalgamate to form AmalCo. AmalCo becomes a wholly owned subsidiary of Penbar. The combined company is renamed Eastport Ventures Inc.
• Exchange Ratio: Eastport securityholders will exchange their securities for equivalent securities of the resulting issuer on a basis of 0.2941 fully paid and non-assessable security of the resulting issuer for every one Eastport security held, valued at approximately 61 cents per security.
• Penbar Consolidation: Penbar will effect a consolidation of its outstanding securities on the basis of seven preconsolidation securities for every one postconsolidation security.
• Trading Symbol: The common shares of the resulting issuer will trade on the TSX-V under the symbol EVI.
• Shareholder Meeting: Eastport has called a special meeting of shareholders for October 6, 2025, at 11 a.m. EST to approve the amalgamation.
• Closing Date: Scheduled for on or about October 8, 2025.
• Conditions Precedent:
  • Closing of a non-brokered private placement financing:
    • Minimum gross proceeds: $3.25 million (18,055,556 subscription receipts).
    • Maximum gross proceeds: $5 million (27,777,778 subscription receipts).
  • Receipt of final approval from the TSX Venture Exchange.
  • Receipt of all necessary regulatory, shareholder, and third-party consents.
  • Absence of any material adverse change in the business, affairs, or operations of Penbar or Eastport.
• Trading Status: Common shares of Penbar are currently halted from trading and will remain halted until further notice.
• Business Description: Eastport’s principal business is the operation, exploration, and development of mineral properties in Africa, specifically the Matsitama property in Botswana.

Notable Quotes

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