Loyalist Exploration Acquires Tully Property, Boosting Timmins Gold Portfolio and Announces Closing of $653,000 First Tranche of Non-Brokered Financing

Executive Summary

• Loyalist Exploration completed the acquisition of the Tully Property from Fulcrum Metals, paying $500,000 cash and issuing 78.7 M common shares, with a 2.0% NSR retained by Fulcrum and an option to repurchase half of the royalty for $1 M.
• The company closed the first tranche of its non‑brokered private placement, selling 32.65 M units at $0.02 per unit for gross proceeds of $653,000; a second tranche of up to $47,000 is expected by October 17, 2025.
• Proceeds will fund the Tully acquisition and general working capital, strengthening Loyalist’s growth platform in the Timmins region.

Key Details

• Acquisition Consideration:
• Cash payment: $500,000
• Issuance of 78,700,000 Loyalist common shares to Fulcrum Metals
• Fulcrum retains a 2.0% Net Smelter Royalty (NSR) with an option for Loyalist to buy back half for $1 M

• Additional issuance of 272,740 Loyalist shares upon completion of the second tranche of the financing

• Financing – First Tranche:

• Units sold: 32,650,000 (each unit = 1 Loyalist share + 1 warrant)
• Offering price: $0.02 per unit → gross proceeds $653,000

• Warrants exercisable at $0.05 for 48 months from issuance

• Financing – Second Tranche (Planned):

• Target gross proceeds: up to $47,000

• Expected closing on or before October 17, 2025

• Use of Proceeds:

• Fund the Tully Property acquisition

• General working capital and further growth initiatives

• Finder’s Fees & Warrants:

• Finder’s fees paid: $51,280

• Finder’s warrants issued: 2,894,000 units (exercisable at offering price for 60 months)

• Holding Period: All securities issued are subject to a hold period of four months and one day after issuance.

• Regulatory Conditions: Completion pending required approvals from the Canadian Securities Exchange and other regulators.

• Related Party Transaction: Claude Malette, a 10% shareholder, participated in the offering; exemption relied upon under MI 61‑101.

• Qualified Person: Stephen Balch, P.Geo., independent director, reviewed and approved technical content per NI 43‑101.

Notable Quotes

“Tully, along with our Gold Rush and Loveland properties, are transformative for Loyalist… positioning Loyalist as a leading mineral exploration and development company in the Timmins region.” – Errol Farr, President & CEO, Loyalist Exploration

“We are pleased to complete the Tully transaction and support Loyalist… Tully is a highly prospective gold project.” – Ryan Mee, CEO, Fulcrum Metals plc