Mr. Errol Farr reports

LOYALIST EXPLORATION AND FULCRUM METALS ANNOUNCE LETTER OF INTENT FOR MAJOR GOLD PROPERTY ACQUISITION IN THE TIMMINS MINING DISTRICT AND UPSIZE TO NON-BROKERED PRIVATE PLACEMENT

On April 8, 2025, Loyalist Exploration Ltd. entered into an arm's-length binding letter of intent with Fulcrum Metals PLC to acquire the Tully gold property, located approximately 25 kilometres northwest of Timmins, Ont. The property includes a historical mineral resource of 107,000 ounces (144,000 ounces gold uncapped reported by Francis Minerals Ltd.; 2013). The company also announces the upsizing of its previously announced (Feb. 12, 2025) non-brokered private placement, now consisting of the sale of up to 150 million units of the company at a price of one cent per unit, for gross proceeds of up to $1.5-million (see below).

Tully property highlights:

• 458-hectare mining lease;
• 25 kilometres northeast of Timmins;
• Historical resource estimate of:
  • Indicated 358,000 tonnes grading 6.56 grams per tonne gold for 76,000 ounces;
  • Inferred 184,000 tonnes grading 5.17 grams per tonne gold for 31,000 ounces;
  • Total 107,000 ounces (uncapped 144,000 ounces) (see Table 1);
• Potential for expansion.

Completion of the purchase agreement will result in the acquisition of a 100-per-cent ownership interest in one leased mining claim and 11 unpatented mining claims. These contiguous claims total 458 hectares in area. The consideration to Fulcrum of the acquisition of the property consists of a cash payment of $500,000, the issuance of approximately 89,255,000 of Loyalist common shares (subject to adjustment, as more fully described below) and Fulcrum retaining a 2.0-per-cent net smelter royalty (NSR), providing Loyalist with an option to buy back one-half of the NSR for $1-million. Loyalist will also make additional payments to Fulcrum, upon the achievement of certain milestones, totalling $100,000 and 30 million Loyalist shares or the cash equivalent (as more fully described below).

Errol Farr, Loyalist's president and chief executive officer, commented: "We are very excited to announce the acquisition of the Tully property, which hosts a significant historical gold resource, numerous high-grade drill intersection, and is open and along strike. The acquisition of Tully along with the Gold Rush gold property and the Loveland nickel/copper/gold property, all within the prolific Timmins mining camp, builds on the company's strategy of becoming a serious mineral exploration and development company."

Ryan Mee, chief executive officer of Fulcrum, commented: "I am very pleased to announce the signing of the LOI with Loyalist over the highly prospective Tully gold project in Timmins, Ont. This transaction aligns perfectly with our broader strategy to divest exploration assets and focus on the development of our gold tailings projects in Kirkland Lake and the potential commercial opportunities open to us.

"We believe that Tully is a high-quality asset that is located in one of the world's most prolific gold districts, and the terms retain significant exposure for Fulcrum in the potential upside through the shareholding and the milestone and royalty structure. I look forward to working alongside Loyalist to closing this transaction."

The Tully project overview

The Tully deposit

Tully is located approximately 25 kilometres northeast of Timmins and includes a historic indicated and inferred mineral resource estimate (not published). The project is located within the Timmins-Porcupine gold camp and is approximately two kilometres southwest of the Bradshaw gold project of Gowest Gold Ltd. The Timmins-Porcupine gold camp includes the Dome and Hollinger mines.

Prospective structures splay off the Porcupine-Destor fault through the Tully area. Mineralization at Tully occurs within a 30-metre-wide mafic volcanic unit with an approximate west-southwest strike and steep northerly dip. The hangingwall consists of sedimentary rocks and the footwall consists of ultramafic rocks. As currently understood, the deposit comprises an array of shallowly inclined quartz-carbonate veins or lenses stacked ladder style within the volcanic rocks and constrained by its hangingwall and footwall contacts. The higher-grade core of the deposit extends over 600 metres along strike and 400 metres downdip and plunges moderately toward the east-northeast. The mineralized veins/lenses host gold primarily within irregular pyrite clusters and also commonly as free visible gold.

The Tully property occurs within a swampy area and is covered by blanket of glacial drift, averaging 30-metre thickness, which hid the deposit from early explorers; thus, the geology is entirely derived from drill hole and geophysical data. Exploration by a number of companies over several decades has resulted in the drilling of many holes -- the historical resource estimate utilized data from an extensive database of 356 holes totalling 91,623 metres, with 718 vein intercepts being interpreted and incorporated into the lens wire frames.

A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves. Loyalist is not treating the historical estimate as current mineral resources or mineral reserves.

The purchase agreement

Pursuant to the terms of the LOI, in exchange for a 100-per-cent interest in the Tully project, Loyalist will:

1. Pay to Fulcrum aggregate cash consideration of $500,000 upon closing of the purchase;
2. Grant to Fulcrum a 2.0-per-cent net smelter returns royalty on the claims 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;
3. Issue such number of Loyalist shares to Fulcrum that will result in Fulcrum having ownership of 19.9 per cent of the total issued and outstanding Loyalist shares after giving effect to the definitive agreement, completion of the acquisition of the option to acquire the Gold Rush property (3.5 million Loyalist shares issued) (as announced on March 31, 2025), acquisition of the Loveland property (eight million Loyalty shares) (as announced on Feb. 27, 2025), and the completion of a total cumulative financing of a minimum of $1.3-million or more.

Additional future consideration

As additional consideration, Loyalist will: (1) pay to Fulcrum an aggregate of $100,000; and (ii) issue to Fulcrum an aggregate of 30 million Loyalist shares or cash in lieu thereof, in whole or in part, at the sole discretion of Loyalist, at a price of one cent per Loyalist share, in instalments upon the achievement of milestones on any part of the property, as follows:

1. $100,000 upon the completion of a drilling intercept of at least six grams per tonne of gold over eight metres or equivalent on the property payable and issuable within 60 days of the announcement of this milestone;
2. 15 million Loyalist shares, upon filing of a technical report on the property where a gold resource is re-evaluated (or restated) to a National Instrument 43-101 standard and the total gold resource exceeds 200,000 ounces, payable and issuable within 60 days of the technical report being filed under the purchaser's profile on SEDAR+;
3. 15 million Loyalist shares, at the time of announcement of a decision to commence construction on the property, payable within 60 days of such announcement.

Completion of the acquisition is subject to the receipt of all necessary regulatory approvals, including shareholder approval in the event of the creation of a new control person of Loyalist. All the Loyalist shares issuable in connection with the acquisition will be subject to a four-month-and-one-day statutory hold period.

Concurrent financing

The company is also pleased to announce the upsizing of its non-brokered private placement consisting of the sale of up to 150 million units of the company, at a price of one cent per unit, for gross proceeds of up to $1.5-million.

Each unit will consist of one Loyalist share and one Loyalist share purchase warrant. Each warrant will be exercisable into one Loyalist share at a price of five cents per warrant share for a period of 36 months following the date of issuance.

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 under the financing for a period of five years from the closing date of the financing.

The proceeds derived from the sale of the units will be for the acquisition of the Gold Rush property, the Loveland property and the Tully property (total $775,000), exploration expenditures ($200,000), as well as general working capital purposes.

Certain insiders of Loyalist may participate in the offering, which would constitute a related party transaction, as such term is defined in Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the acquired securities by such insiders will not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

All of the securities issued and issuable in connection with the offering will be subject to a hold period expiring four months and one day after the date of issuance of the securities. Completion of the offering is subject to the receipt of all required regulatory approvals, including the approval of the Canadian Securities Exchange.

It is anticipated that the first closing of the offering will occur on or about April 30, 2025, with a final closing no later than June 30, 2025.

Statement regarding historical mineral resource estimates

The Tully deposit historical mineral resource estimate (MRE) is unclassified and does not comply with CIM (Canadian Institute of Mining, Metallurgy and Petroleum) Definition Standards on Mineral Resources and Mineral Reserves as required by NI 43-101. The MRE was taken from a report titled "Tully Deposit Mineral Resource Estimate" written by Francis Minerals Ltd. and dated Dec. 15, 2014. Investors are cautioned not to treat the estimate as current or rely on the estimate in making an investment decision. The MRE is being included herein to provide shareholders with background on the rationale for acquiring the asset. A qualified person has not done sufficient work to classify this historical MRE as current mineral resources and the company is not treating this historical MRE as a current estimate. It is uncertain whether, following evaluation and/or further exploration, the historical MRE will ever be able to be reported in accordance with NI 43-101. The company has no current plans to undertake the work to bring the MRE up to the CIM reporting standards.

Qualified person

Stephen Balch, PGeo, 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.

About Loyalist Exploration Ltd.

Loyalist Exploration 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, Ont., mining district.

We seek Safe Harbor.