Loyalist Exploration closes Tully property acquisition

Executive Summary

• Loyalist Exploration completed the acquisition of the Tully property from Fulcrum Metals, paying $500,000 cash and issuing 78.7 million common shares plus a 2 % NSR with buy‑back option.
• The company closed the first tranche of a non‑brokered private placement, selling 32.65 million units for $653,000 at C$0.02 per unit (share + warrant).
• Proceeds will fund the Tully acquisition and general working capital; a second tranche of up to $47,000 is expected by Oct. 17 2025.

Key Details

• Acquisition Consideration
• Cash payment: $500,000.
• Issuance of 78.7 million Loyalist common shares to Fulcrum Metals.
• Fulcrum retains a 2.0 % net smelter royalty (NSR) with an option for Loyalist to repurchase half for $1 million.
• Additional issuance of 272,740 Loyalist shares upon completion of the second financing tranche.
• Financing – First Tranche
• Units sold: 32.65 million (each unit = 1 share + 1 warrant).
• Gross proceeds: $653,000 (target $700,000).
• Price per unit: C$0.02.
• Warrants exercisable at C$0.05 for 48 months from issuance.
• Financing – Second Tranche
• Expected gross proceeds: up to $47,000.
• Completion deadline: on or before Oct. 17 2025.
• Use of Proceeds
• Fund the Tully property acquisition.
• Provide general working capital for Loyalist’s growth platform.
• 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 contingent on required approvals from the Canadian Securities Exchange and other regulators.
• Related Party Transaction
• Claude Malette, a 10 % shareholder, participated in the offering; transaction qualifies as a “related party transaction” under MI 61‑101.
• Qualified Person Statement
• Stephen Balch, P.Geo., independent director and NI 43‑101 qualified person, reviewed and approved the technical content of the release.

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, CEO, Loyalist Exploration Ltd.

“We are pleased to complete the Tully transaction and support Loyalist… This belief is reflected in our decision to take a significant equity position in Loyalist and retain exposure to Tully through a royalty.” – Ryan Mee, CEO, Fulcrum Metals PLC