Toronto, Ontario – TheNewswire – October 3, 2025 – Loyalist Exploration Limited (CSE: PNGC) (“Loyalist” or the “Company”) is pleased to announce the successful completion of the acquisition (the “Acquisition”) of the Tully property (the “Tully Property”) from Fulcrum Metals plc (LON: FMET) (the “Vendor”). The Tully Property is located approximately 25 kilometres (“km”) northwest of Timmins, Ontario.
The Acquisition consideration included a cash payment of $500,000 and the issuance of 78,700,000 common shares of Loyalist (“Loyalist Shares”), with Fulcrum retaining a 2.0% Net Smelter Royalty (“NSR”), providing Loyalist with an option to buy-back one-half of the NSR for $1 million. The Company shall also issue to the Vendor 272,740 Loyalist Shares upon the completion of the Second Tranche of the Offering (as defined below). In addition, Loyalist shall pay to the Vendor the additional future consideration as described in its press release of July 8, 2025. The Acquisition was first announced on April 9, 2025.
Errol Farr, CEO of Loyalist stated “I am very proud of the support I have received from everyone involved in the Tully Acquisition and this financing, especially Michael White of IBK Capital Inc. who has been with me all the way and the team at Fulcrum who have demonstrated the confidence in Loyalist to execute on a near term production strategy. Tully, along with our Gold Rush and Loveland properties, are transformative for Loyalist, underscoring our ‘Buy Timmins’ strategy and positioning Loyalist as a leading mineral exploration and development company in the Timmins region. I look forward to a very exciting fall and 2026.”
Ryan Mee, CEO of Fulcrum commented “We are pleased to complete the Tully transaction and to support Loyalist Exploration in advancing their exploration portfolio going forward as we execute on our strategy as a technology-led company focused on recovering precious and critical metals from mine waste tailings in Kirkland Lake. Tully is a highly prospective gold project, and we are confident that Loyalist’s strong technical team will take Tully to a higher level. This belief is reflected in our decision to take a significant equity position in Loyalist and retain exposure to Tully through a royalty.”
Closing of Financing
Loyalist has also completed the sale of 32,650,000 units of the Company (“Units”) for aggregate gross proceeds of $653,000 (the “First Tranche”) of its non-brokered private placement of $700,000 of Units (the “Offering”), at a price of $0.02 per Unit (the “Offering Price”). Each Unit consists of one Loyalist Share and one Loyalist Share purchase warrant exercisable at a price of $0.05 for forty-eight months following the date of issuance. The Company expects to complete a second tranche of the Offering for gross proceeds of $47,000 on or before October 17, 2025 (the “Second Tranche”). Proceeds from the financing will fund the Tully acquisition and support general working capital, further strengthening Loyalist’s growth platform.
In connection with the Offering, the Company paid finder’s fees of $51,280 and issued 2,894,000 finder’s warrants to acquire one Unit of the Offering at the Offering Price for a period of sixty months from the closing date of the Financing.
All of the securities issued and issuable in connection with the Offering and the Acquisition are subject to a hold period expiring four months and one day after the date of issuance of the securities. Completion of the Offering and the Acquisition is subject to the receipt of all required regulatory approvals, including the approval of the Canadian Securities Exchange.
Claude Malette, a 10% holder of the Company, has participated in the Offering and such transaction is 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 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 Offering (as it relates to the insiders' participation) is not more than 25% of the Company's market capitalization.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.
Qualified Person
Stephen Balch, P.Geo., independent director for Loyalist, who is a “Qualified Person” as defined by NI 43-101, has reviewed and approved the technical content of this press release.
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 recently announced Gold Rush gold/silver property, both 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 Offering and the planned completion of the acquisition of the Tully Property and the proposed work on the projects. 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.
