Toronto, Ontario – TheNewswire – July 23, 2025 – Loyalist Exploration Limited (CSE: PNGC) (“Loyalist” or the “Company”) is pleased to announce that it has agreed issue up to an aggregate of 11,028,300 units of the Company (the "Debt Units") to certain individuals, including an officer of the Company, a director of the Company, three lenders, and a service provider in exchange for the cancellation of an aggregate amount of up to $110,283 of outstanding debt. The Debt Units are being issued at deemed price of $0.01 per Debt Unit (the "Shares for Debt Transaction"). Each Unit consists of one common share (“Common Share”) of the Company and one common share purchase warrant exercisable at a price of $0.05 for thirty-six months following the date of issuance. The Board of Directors of the Company has determined that the Shares for Debt Transaction is in the best interests of the Company in that is preserves cash and with the settlement helps to align the individuals with the Company’s shareholders.
Of the total $110,283 debt being converted, $59,255 represents amounts owed to Errol Farr, the CEO of the Company, for outstanding management fees as of May 31, 2025 and $11,014 represents principal ($10,000) and accumulated interest at 8% per annum owing to a company controlled by Stephen Balch, a director, of the Company, and $24,000 represents principal ($20,000) and a commitment fee of $4,000 owing to a company controlled by a shareholder who will become an insider of the Company upon completion of this transaction, who are participating in the Shares for Debt Transaction.
The participation of certain insiders, being "related parties" of the Company means that the Shares for Debt Transaction is considered to be a "related party transaction" of the Company for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company may, however, complete the Shares for Debt Transaction in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. The Company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Shars for Debt Transaction (as it relates to the insiders' participation) is not more than 25% of the Company's market capitalization.
All of the securities issued and issuable in connection with the Shares for Debt Transaction are subject to a hold period expiring four months and one day after the date of issuance of the securities. Completion of the Shares for Debt Transaction is subject to the receipt of all required regulatory approvals, including the approval of the Canadian Securities Exchange.
Corporate Update
The Company is also pleased to provide the following corporate update. In the 2025 calendar year, the Company has issued an aggregate of 46,500,000 Common Shares, composed of: (i) 3,500,000 Common Shares issued in connection with the acquisition of the option to acquire the Gold Rush property near Timmins, Ontario; (ii) 10,000,000 Common Shares issued in connection with the acquisition of the Loveland Property near Timmins, Ontario, and (iii) 33,000,000 Common Shares issued in connection with the offering of Units first announced on February 12, 2025.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) have reviewed or accept responsibility for the adequacy or accuracy of this release.
About Loyalist Exploration Limited
Loyalist Exploration Limited is a mineral exploration company concentrating on acquiring, exploring, and developing quality mineral properties in Canada. The Company is focused on the Loveland nickel/copper/gold property and the Gold Rush gold/silver property, as well as completing due diligence and financing of the Tully gold property, all located in the Timmins, Ontario mining district.
For further information please visit the Company's website at loyalistexp.ca or contact:
Loyalist Exploration Limited
Errol Farr, President and CEO
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: 647-296-1270
This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding an outlook and include statements regarding the planned completion of the Shares for Debt Transaction on the terms announced or at all. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company’s securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.
