06:50:25 EDT Tue 01 Jul 2025
Enter Symbol
or Name
USA
CA



Loyalist Exploration Ltd
Symbol PNGC
Shares Issued 216,831,368
Close 2025-03-31 C$ 0.005
Market Cap C$ 1,084,157
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Loyalist completes definitive option deal for Gold Rush

2025-03-31 20:17 ET - News Release

Mr. Errol Farr reports

LOYALIST EXPLORATION COMPLETES THE DEFINITIVE AGREEMENT TO EARN A 100% INTEREST OF GOLD RUSH PROPERTY, TIMMINS MINING DISTRICT AND OTHER CORPORATE UPDATES

Loyalist Exploration Ltd. has completed the definitive option agreement for the company to earn a 100-per-cent interest in the Gold Rush property, located approximately 30 kilometres (km) west of Timmins, Ont., from a prospector (the optionor). The property is composed of 41 contiguous mineral claims and is located within the Timmins gold camp.

The option agreement

Pursuant to the terms of the option, Loyalist shall have the right to earn a 100-per-cent interest in the property. In order to exercise the option, Loyalist shall:

  1. Pay to the optionor aggregate cash consideration of $160,000 as follows:
    1. $12,500 due on April 14, 2025;
    2. $12,500 due on April 28, 2025:
    3. $35,000 on the first anniversary date of the definitive agreement;
    4. $45,000 on the second anniversary date of the definitive agreement;
    5. $55,000 on the third anniversary date of the definitive agreement.
  2. Issue to the optionor an aggregate of 20.5 million common shares in the capital of Loyalist as follows:
    1. 3.5 million shares upon the execution of the definitive agreement (paid on closing);
    2. Four million shares on the first anniversary date of the definitive agreement;
    3. Five million shares on the second anniversary date of the definitive agreement;
    4. Eight million shares on the third anniversary date of the definitive agreement.
  3. Complete total accumulated exploration expenditures on the property in the amount of:
    1. $100,000 by the first anniversary date of the definitive agreement;
    2. $300,000 by the second anniversary date of the definitive agreement;
    3. $700,000 by the third anniversary date of the definitive agreement.
  4. Grant to the optionor a 2.0-per-cent net smelter returns royalty (the NSR) on the property with an option for Loyalist to repurchase 50 per cent of the NSR (that is, 1.0 per cent of the 2.0-per-cent NSR) at any time at a price of $1-million;
  5. Grant to the optionor a right of first refusal to perform exploration activities on the property to be defined in the definitive agreement.

The Loveland project

The company also wishes to announce that the closing date of definitive agreement between STLLR Gold Inc. and the company has been extended to April 30, 2025. In consideration for the extension, the company has agreed to increase the number of shares issuable on closing of the agreement from seven million to eight million. All other terms remain the same (see press release dated Feb. 27, 2025).

Promissory notes

The company also announces that it has issued $40,000 in promissory notes (see press release dated March 11, 2025) with existing shareholders and associates of the company. The notes carry a 20-per-cent commitment fee plus 10-per-cent interest. Interest will commence on the earlier of one year from the date of issuance of the notes or following the closing of the company's current financing. It is the intention of the company to repay the notes on closing. The company may also increase the number of notes issued depending on the requirements of the business.

The company also announces that, further to its news on Feb. 12, 2025, it is extending the closing date of its non-brokered private placement to April 30, 2025.

In connection with the offering, the company may pay finders' fees equal to 8 per cent of the gross proceeds in cash and issue 10 per cent of the total amount of units issued by the company under the financing. One broker warrant entitles the holder to acquire one unit of the company at the offering price of one cent per unit (the offering price) under the financing for a period of five years from the closing date of the financing.

There are no other changes to the terms of the offering. Please see the Feb. 12 news release for all of the details of the offering.

Errol Farr, Loyalist's president and chief executive officer, commented: "The company very pleased to complete the closing of the Gold Rush project and is working diligently to complete its concurrent financing and close the acquisition of the Loveland project. Getting to work on building a new Timmins-based exploration company is our No. 1 focus."

About Loyalist Exploration Ltd.

Loyalist Exploration is a mineral exploration company focused on acquiring, exploring and developing quality mineral properties in Canada.

We seek Safe Harbor.

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