Mr. Errol Farr reports
LOYALIST EXPLORATION ANNOUNCES CLOSING OF NON-BROKERED FLOW THROUGH FINANCING
Loyalist Exploration Ltd. has
sold 810,000 common shares, each issued as a flow-through share within the meaning of the
Income Tax Act
(Canada) at a price of five cents per FT share for gross proceeds of $40,500.
The proceeds from the sale of FT shares will be used to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the tax act and flow-through mining expenditures as defined in Subsection 127(9) of the tax act. Such proceeds will be renounced to the subscribers with an effective date not later than Dec. 31, 2025, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT shares. More specifically, the proceeds from the sale of FT shares will be used for exploration and permitting of the Tully gold property, as well as data review, digitization, an internal resource calculation, exploration planning, and the commencement of a National Instrument 43-101 resource estimate and technical report, as well as the commencement of exploration on the Gold Rush property.
In connection with the offering, the company paid finders' fees of $2,135 and issued 42,700 broker warrants to purchase common shares of the company at a price of 7.5 cents per common share, expiring two years from issuance.
Errol Farr, chief executive officer of Loyalist, stated:
"Loyalist made steady progress in 2025, strengthening its asset base and positioning the company for future value creation despite challenging market conditions for the junior resource sector. From a corporate standpoint, Loyalist raised over $1.4-million in 2025 to support its strategy. Management is focused on closing the recently announced financing in early 2026 to advance its exploration and corporate objectives."
All of the securities issued and issuable in connection with the offering are subject to a hold period expiring four months and one day after the date of issuance of the securities. Completion of the offering and the acquisition is subject to the receipt of all required regulatory approvals, including the approval of the Canadian Securities Exchange.
David Drinkwater, a director of the company, purchased 200,000 FT shares under the offering for an aggregate purchase price of $10,000. Such purchase constitutes 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 offering (as it relates to Mr. Drinkwater's participation) is not more than 25 per cent of the company's market capitalization.
About Loyalist Exploration Ltd.
Loyalist 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 strategy, with the recent acquisitions of the Tully gold property, the Loveland nickel/copper/gold property, the Gold Rush gold/silver property and 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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