Mr. Errol Farr reports
LOYALIST EXPLORATION ANNOUNCES CLOSING OF $398,000 SECOND AND FINAL TRANCHE OF NON-BROKERED FINANCING
Loyalist Exploration Ltd. has closed the second and final tranche
of its non-brokered private placement first announced on Oct. 8, 2025. The second tranche consisted of the sale of: (i) 7.95 million hard dollar common shares in the capital of the company at a price of four cents per common share for gross proceeds of $318,000; and (ii) 1.6 million common shares, each to be issued as flow-through shares within the meaning of the Income Tax Act (Canada) at a price of five cents per FT share for aggregate gross proceeds of $80,000. The first tranche of the offering consisted of the sale of 810,000 FT shares for aggregate gross proceeds of $40,500, and together with the second tranche, the aggregate gross proceeds of the offering were $438,500.
In connection with the second tranche, the company paid finders' fees of $12,020 and issued 338,000 share purchase warrants exercisable at 7.5 cents expiring two years from issuance.
The proceeds from the sale of FT shares will be used to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the Income Tax Act and flow-through mining expenditures as defined in Subsection 127(9) of the Income Tax Act. Such proceeds will be renounced to the subscribers with an effective date not later than Dec. 31, 2025, in the case of the first tranche and Dec. 31, 2026, in the case of the second tranche, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of such FT shares. The proceeds from the sale of the common shares will be for property payments on Gold Rush property and the DeSantis property as well as general working capital.
Errol Farr, chief executive officer of Loyalist, stated:
"I am once again very pleased with the support from our current shareholders and would like to welcome our new ones. Permitting and mine planning work is commencing on Tully immediately and the closing process for DeSantis will be completed as soon as possible".
All of the securities issued and issuable in connection with the offering 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.
Related party transaction
Michael Cachia, a director of the company, acquired 400,000 FT shares in the offering and Errol Farr, the CEO and a director of the company, acquired 625,000 common shares in the offering, and such transactions are a related party transaction of the company for purposes of Multilateral Instrument 61-101 --
Protection of Minority Security Holders in Special Transactions. 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 per cent of the company's market capitalization.
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 currently focused on its Buy Timmins strategy, with the recent acquisitions of the Tully gold property, the Loveland nickel/copper/gold property and the Gold Rush gold/silver property, and the DeSantis gold property, all located in the Timmins, Ont., mining district. The company expects to commence a significant mining permit project at Tully and exploration activities on all four properties as well as expanding the company's Timmins-based property portfolio.
We seek Safe Harbor.
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