Penbar Capital Ltd. Announces Receipt of Conditional Approval for Qualifying Transaction with Eastport Ventures Inc. and Filing of Filing Statement

Vancouver, British Columbia--(Newsfile Corp. - October 3, 2025) - Penbar Capital Ltd. (TSXV: PEM.P) (the "Company" or "Penbar"), a capital pool company as defined under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"), is pleased to announce that the Company has received conditional approval from the TSXV with respect to its previously announced Qualifying Transaction (as such term is defined in TSXV Policy 4.2 - Capital Pool Companies ("Policy 2.4") with Eastport Ventures Inc., a private arm's length Ontario company ("Eastport"), pursuant to the terms of an amalgamation agreement dated March 14, 2025, as amended and restated on May 26, 2025 (the "Amalgamation Agreement") with 1001160772 Ontario Ltd., a newly incorporated wholly-owned subsidiary of the Company ("NewCo"), and Eastport (the "Transaction").

The Transaction will be a "three-cornered" amalgamation whereby NewCo and Eastport will amalgamate to form a new amalgamated entity ("AmalCo"), and AmalCo will be a wholly-owned subsidiary of the Company. The combined company (thereafter, the "Resulting Issuer") that will result from the completion of the Transaction (the "Closing") will be renamed "Eastport Ventures Inc." or such other name as agreed to by the Company and Eastport. Subject to final approval of the TSXV, the common shares of the Resulting Issuer will trade on the TSXV under the symbol "EVI" and the business of the Resulting Issuer will be the business of Eastport. It is expected that the Resulting Issuer will be listed on the TSXV as a Tier 2 Mining issuer.

In connection with the Transaction, the Company has filed a filing statement dated September 30, 2025 (the "Filing Statement") on the Company's SEDAR+ profile, which was prepared in accordance with the policies of the TSXV. The Filing Statement provides more fulsome and detailed information with respect to the Company, Eastport and the Transaction as a whole.

Eastport has called a special meeting of shareholders, to be held on October 6, 2025, at 11:00 a.m. (EST), to consider and if thought advisable, to approve, with or without variation, a special resolution authorizing and approving the Amalgamation pursuant to the terms and conditions of the Amalgamation Agreement.

For more information on the Transaction, please see the Company's news releases dated March 17, 2025 and May 26, 2025 filed on the Company's SEDAR+ profile.

Closing of the Transaction

The Qualifying Transaction is scheduled to close on or about October 8, 2025, but remains subject to the satisfaction of various conditions standard for a transaction of this nature, including but not limited to: (i) closing of a non-brokered private placement financing of 18,055,556 subscription receipts for minimum gross proceeds of $3,250,000 and 27,777,778 subscription receipt for maximum gross proceeds of $5,000,000; (ii) receipt of all necessary regulatory, shareholder and third party consents, waivers and approvals, including the final approval of the TSXV; and (iii) the absence of any material adverse change in the business, affairs or operations of the Company or Eastport, as applicable. The common shares of Penbar are currently halted from trading and will remain halted until further notice.

In connection with the proposed Transaction, Penbar will effect a consolidation of its outstanding securities on the basis of seven (7) pre-consolidation securities for every one (1) post-consolidation security.

In accordance with the terms of the Amalgamation Agreement, each Eastport securityholder will exchange their securities for equivalent securities of the Resulting Issuer on the basis of 0.2941 fully paid and non-assessable securities of the Resulting Issuer for every one (1) Eastport security held, at a price of approximately $0.61 per security.

About Eastport Ventures Inc.

The principal business of Eastport is the operation, exploration, and development of mineral properties in Africa. The material property of Eastport is the Matsitama Property, located in Botswana. Eastport also has an interest in the Foley Property, the Semarule Property, and the Jwaneng, Keng, and Selebi Properties, which are considered non-core properties.

About Penbar Capital Ltd.

Penbar is a British Columbia-based company and a reporting issuer in the Provinces of British Columbia and Alberta. Penbar focuses on strategic investments in high-growth sectors, aiming to create long-term value for its shareholders.

Additional Information

All information contained in this press release with respect to the Company and Eastport was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, final approval of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Disclaimer for Forward-Looking Information

Certain statements in this press release are forward-looking statements, which reflect the expectations of management regarding the Company's completion of the Transaction and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, statements regarding the intention to grow the business and operations of Eastport, the Company completing the Transaction within the prescribed time period or at all, and the conditions to be satisfied for completion of the Transaction. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: that any perceived benefits from the Transaction may not come to fruition; Eastport may not be able to complete the concurrent non-brokered private placement on the terms proposed or at all; that the parties may not receive the requisite corporate approvals of the directors and shareholders for the completion of the Transaction; the TSXV may not grant final approval for the Transaction; and other risks that are customary to transactions of this nature. Further, the ongoing labour shortages, high energy costs, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine, Israel, and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the operating performance, financial position, and future prospects of the Company, Eastport, the Resulting Issuer, and the Transaction as a whole. Collectively, the potential impacts of the economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269154