Mr. Errol Farr reports
LOYALIST ANNOUNCES $1,500,000 NON-BROKERED PRIVATE PLACEMENT AND $200,000 SHARES FOR DEBT TRANSACTION
Loyalist Exploration Ltd. has arranged a non-brokered private placement consisting of the sale of up to 37.5 million common shares in the capital of the company at a price of four cents per common share for gross proceeds of up to $1.5-million.
The proceeds from the offering will be
used
to complete 43-101 technical reports, including a resource estimate and preliminary economic assessment
on the company's
Tully
project
and production permitting work at Tully, property payments, as well as general working capital. The company reserves the right to increase the number of shares issued in this offering by 12.5 million
for
additional
gross proceeds of up to
$500,000.
The company may pay finders' fees to eligible finders in connection with the offering.
The company also announces it intends to settle up to $200,000
of outstanding debt through the issuance of an aggregate of up to
five million shares
of the company to certain individuals, including officers of the company. The debt shares are being issued at a price of four cents per debt share. The company intends to complete the shares-for-debt transaction in order to preserve cash.
The participation of certain insiders in the offering and the shares-for-debt transaction, being "related parties" of the company means that the shares-for-debt transaction is considered to be 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 each of the offering and the shares-for-debt transaction (in each case, as it relates to the insiders' participation) is not more than 25 per cent of the company's market capitalization.
All of the securities that will be issued in connection with the offering and the shares-for-debt transaction will be subject to a hold period expiring four months and one day after the date of issuance. Completion of the offering and the shares-for-debt transaction 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 Aug. 31, 2026.
About Loyalist Exploration Limited
Loyalist is a Canadian mineral exploration and development company focused on creating long-term shareholder value through the advancement of high-quality mineral projects in Timmins, Ontario.
The company's flagship 100%-owned Tully Gold Project, located in the prolific Timmins Gold Camp of northeastern Ontario, is a growing underground gold project with significant exploration upside and excellent development potential.
Loyalist's strategy is to systematically advance the Tully Gold Project to production while growing the deposit and continuing to evaluate opportunities to expand its portfolio of high-quality mineral assets.
We seek Safe Harbor.
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