Mr. Errol Farr reports

LOYALIST EXPLORATION AND FULCRUM METALS ANNOUNCE EXTENSION OF LETTER OF INTENT FOR TULLY GOLD PROPERTY ACQUISITION IN THE TIMMINS MINING DISTRICT

Loyalist Exploration Ltd. has extended the closing date of its arm's-length transaction with Fulcrum Metals PLC to acquire the Tully gold property, located approximately 25 kilometres (km) northwest of Timmins, Ont. The closing date has been amended to no later than Sept. 30, 2025. The amendment agreement has added future consideration (as fully noted below in (d)) of $50,000 payable in cash or shares, at the sole discretion of Loyalist, upon Loyalist raising an additional $500,000 beyond the concurrent financing noted below (the additional consideration).

The property includes a historical mineral resource of 144,000 ounces gold (uncapped) reported by Francis Minerals Ltd., 2013).

Tully property highlights:

• 458 hectare combined mining lease and mineral claims;
• 25 km northeast of Timmins;
• Historical resource estimate (uncapped) of:
  • Indicated 362,000 tonnes grading 8.70 grams per tonne gold for 101,000 ounces (see table 1);
  • Inferred 186,000 tonnes 7.17 g/t gold for 43,000 ounces.
• Potential for expansion.

Completion of the acquisition will result in a 100-per-cent ownership interest in one leased mining claim and 11 unpatented mining claims. These contiguous claims total 458 hectares in area. In addition to the additional consideration, the consideration to Fulcrum for 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.

Errol Farr, Loyalist's president and chief executive officer, commented: "With the recent acquisition of the company's Loveland and Gold Rush properties, we are continuing our 'buy Timmins' strategy with the addition of the highly prospective Tully project. We thank the Fulcrum team for their agreement to the extension and belief that the assets that Loyalist is acquiring will create significant shareholder value over time."

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, Ontario. 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

The Tully project overview

The Tully deposit

Tully is located approximately 25 km northeast of Timmins and includes historical indicated and inferred resources (not published). The project is located within the Timmins-Porcupine gold camp and is approximately two km 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 m 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 m along strike and 400 m down dip, 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 m 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 m, with 718 vein intercepts being interpreted and incorporated into the lens wireframes.

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

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 (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;
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) (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 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;
4. $50,000 payable in cash or Loyalist shares at the sole discretion of Loyalist, as soon as practicable upon the completion of one or more equity financing(s) for aggregate gross proceeds of $500,000. The follow-on financings shall commence only upon completion of the offering (as defined herein below), which for certainty shall be composed of an equity financing for minimum gross proceeds of $1.3-million. In the event that Loyalist elects to pay the payment in Loyalist shares, the deemed price per Loyalist share shall be the greater of (i) the last price per Loyalist share pursuant to the follow-on financings; and (ii) the minimum acceptable price to the Canadian Securities Exchange.

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 continuing with 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 with $300,000 closed to date.

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 (the offering price) 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, exploration expenditures, as well as general working capital purposes.

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.

Qualified person

Stephen Balch, PGeo, independent director for Loyalist, who is a qualified person as defined by National Instrument 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.