Loyalist to complete Tully acquisition around Oct. 2

Executive Summary

• Loyalist Exploration Ltd. plans to close the previously announced acquisition of the Tully Gold Project in Timmins, Ontario on or about Oct. 2 2025.
• The transaction will be funded partially by issuing up to approximately 114,256,278 common shares to the vendor, resulting in total dilution exceeding 100 % when combined with other 2025 issuances.
• Shareholder approval is required under CSE policy; Loyalist intends to obtain written consent from shareholders holding more than 50 % plus one share.

Key Details

• Closing Timeline: Expected completion date – on or about October 2, 2025, subject to regulatory approvals.
• Share Issuance: Up to ~114.3 million common shares may be issued to the vendor; amount is subject to adjustment per terms disclosed in April 9 2025 and July 8 2025 press releases.
• Dilution Impact: Combined with other 2025 share issuances, total dilution from this acquisition will exceed 100 % of Loyalist’s pre‑transaction equity.
• Shareholder Approval: Required under Canadian Securities Exchange (CSE) rules; Loyalist will seek written consent from shareholders holding a majority (50 % + 1 share).
• Statutory Hold Period: All shares issued in connection with the acquisition will be subject to a four‑month‑and‑one‑day hold period.
• Regulatory Conditions: Completion contingent upon receipt of all necessary regulatory approvals.

Notable Quotes

(No executive quotes were included in the release.)