Mr. Errol Farr reports
LOYALIST ANNOUNCES THE CLOSING OF THE ACQUISITION OF THE DESANTIS PROPERTY
Loyalist Exploration Ltd. has closed the acquisition of the DeSantis gold property, located approximately 4.5 kilometres (km) southwest of Timmins, Ont. The property is situated 11 km west of Discovery Silver's Dome mine and 14 km east of Pan American Silver's Timmins mine, and is contiguous with Galeon Gold's West Cache gold project, containing a resource of approximately 1.5 million ounces of gold.
The DeSantis property covers nearly five km of strike length along the north side of the Destor-Porcupine deformation zone (DPDZ), a major structure controlling gold deposits in the region.
Between 1926 and 1943, the DeSantis mine produced 196,928 tons of material with an average mill head grade of 0.19 ounce per ton gold. The production rate was at 160 tons per day and the gold recovery was better than 90 per cent. The total
production during this period was reportedly 35,784 oz of gold, 3,142 oz of silver and 193 pounds of scheelite.
DeSantis property highlights:
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850 hectares located along the north side of the highly prospective Destor-Porcupine deformation zone;
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Historical production of 35,784 ounces of gold from 196,928 tons of material which graded 0.19 ounce per ton Au;
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Historical non-National Instrument 43-101-compliant resource estimate totalling 182,505 tonnes at 8.64 grams per tonne Au between the Albitite and Hydrothermal zones;
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Historical non-NI 43-101 compliant resource estimate totalling 735,500 tonnes of which 600,000 tonnes at 6.25 g/t and 135,500 tonnes
tonnes of unspecified grade;
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4.5 km southwest of Timmins, Ont., with significant exploration upside.
Errol Farr, Loyalist's president and chief executive officer, commented: "Loyalist continues to 'buy Timmins' with the acquisition of the DeSantis property. The DeSantis property contains historic mine workings from the 1930s, a historic resource of approximately 50,000 oz of gold, patented and leased land, and significant exploration potential. We could not ask for a better 'Park Avenue' address along the Porcupine Destor fault, close to Timmins."
Desantis project overview
The property is located approximately 4.5 km southwest of Timmins, Ont., and is situated 11 km west of Discovery Silver's Dome mine and 14 km east of Pan American Silver's Timmins mine. It covers nearly five km of strike length along the north side of the Destor-Porcupine deformation zone (DPDZ), a major structure controlling gold deposits in the region. Between 1926 and 1942, the DeSantis mine produced 35,784 ounces of gold from 178,650 tonnes of material which graded 6.2 g/t Au during its intermittent production history. Following its 44-drill-hole campaign in 1986, Stan West Mining Corp. completed a non-NI 43-101 compliant resource estimate for the Albitite (65,505 tonnes at 7.85 g/t Au)
and Hydrothermal alteration zones (117,000 tonnes at 9.09 g/t Au) totalling
182,505 tonnes at 8.64 g/t Au.
Geologically, the property is situated in the Neoarchean Abitibi greenstone belt, with key rock types including mafic lava flows, intermediate pillowed volcanics, quartz-feldspar porphyry dikes and Porcupine Group sediments like greywacke and slate. It exhibits broad hydrothermal alteration zones up to 46 m wide, with silicification, pyritization, tourmalinization, chlorite, sericite, carbonate, albite and iron-oxides. Mineralization consists of mesothermal gold and silver in quartz veins, associated with pyrite, galena, sphalerite, chalcopyrite and scheelite. Notable zones include the Hydrothermal alteration zone (for example, 7.90 g/t Au over 5.2 m; 3.63 g/t Au over 23.17 m) and Albitite zone (for example, 1.74 g/t Au over 12.0 m).
The purchase agreement
The acquisition was completed pursuant to a purchase and sale agreement dated Nov. 30, 2025, between the company and Canadian Gold Miner Corp. (the vendor). In consideration for the acquisition, the company paid the following to the vendor:
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Cash of $100,000;
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8,656,207 common shares of Loyalist at a price of 4.62 cents per Loyalist share, at a value of $400,000, based on the 20-day VWAP (volume-weighted average price), calculated two days before closing;
- A promissory note in the principal amount of $1-million, with the note payable in cash or Loyalist shares (one-half at the option of the vendor and one-half at the option of the company) at a price equal to the greater of: (1) the minimum acceptable price to the Canadian Securities Exchange; and (2) the five-day VWAP calculated two days before payment) at the option of the company. The note bears interest at 10 per cent per annum and in the event the company repays all of the principal amount outstanding on or before the day that is the one-year anniversary of the date of the note, no interest shall be deemed to have accrued and be owing on the principal amount.
Additional future consideration
The company will pay the vendor $400,000 payable in cash and/or Loyalist shares at the Loyalist's discretion upon filing of a technical report on the property if 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 Loyalist's profile on SEDAR+.
In addition, Loyalist will pay the vendor a total $1-million payable in cash and/or Loyalist shares at the company's discretion upon the
announcement by the company of the achievement of commercial production on the property, payable within 60 days of such announcement. In the case that the company pays the resource payment and/or the commercial production payment in Loyalist shares, the price per Loyalist share shall be equal to the greater of: (1) the minimum acceptable price to the CSE; and (2) the 20 day VWAP calculated two days before payment.
At any time after an event of default has occurred under the note, the vendor may, at its option: (a) declare all obligations under the note to be immediately due and payable; (b) elect to re purchase the property (as defined in the PSA) for the sum of $1 plus the extinguishment of this note.
All Loyalist shares issued and issuable shall be subject to a statutory hold period of four months and one day from the date of issuance. Completion of the acquisition is subject to the receipt of all necessary regulatory approvals including the approval of the Canadian Securities Exchange.
Existing royalties on the property consist of:
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Royalty 1, which applies to 20 patented claims and a mining lease 109305 (itself composed of 13 claims). The royalty is composed of two parts totalling 1.5-per-cent net smelter return (NSR): (i) a 0.5-per-cent NSR of which 0.25 per cent may be repurchased for $250,000; and (ii) a 1.0-per-cent NSR of which 0.5 per cent may be repurchased $500,000.
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Royalty 2, which applies to five staked legacy claims, namely 3017251, 4202913, 4203043, 4206998 and 4207682, composed of a 2.0-per-cent NSR of which 1 per cent may be repurchased for $1.0-million.
- Royalty 3, which applies to all of Royalty 1 and Royalty 2 and to mining lease 108849 (composed of two claims), composed of a 1.5-per-cent NSR of which 0.5 per cent may be purchased for $1.0-million.
- Royalty 4, which applies to legacy claim 1180886, composed of a 2-per-cent NSR payable collectively to the three original owners, if production is achieved on the property, and of which 1 per cent may be repurchased for $1-million.
The company has entered into a finder's fee agreement with an independent third party in connection with the closing of the acquisition, whereby the company will pay the finder a cash fee in the amount of 6 per cent of the cash consideration paid to the vendor in the PSA, and the issuance of common shares to the finder in the amount of 6 per cent of the common shares paid to the vendor in the PSA, each payment at the time of payments made under the PSA.
Statement regarding historical mineral resource estimates
The historical mineral resource estimate (MRE) on the DeSantis property is unclassified and does not comply with CIM (Canadian Institute of Mining) Definition Standards on Mineral Resources and Mineral Reserves as required by National Instrument 43-101. The MRE was taken from a report titled "TECHNICAL REPORT on the DESANTIS PROPERTY Porcupine Mining Division Ogden Township, Ontario, Canada" authored by Minorex Consulting Ltd. and dated May 30, 2011. 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
Curtis Ferron, PGeo (Ontario), principal geology consultant 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 currently focused on its buy Timmins, mine Timmins strategy, with the recent acquisitions of the Tully gold property, the Loveland nickel/copper/gold property, 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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