Loyalist Exploration Announces Closing of Non-Brokered Flow Through Financing

02:00 Uhr  |  The Newswire

Toronto, January 2, 2026 - Loyalist Exploration Ltd. (CSE: PNGC) ("Loyalist" or the "Company") is pleased to announce the sale of 810,000 Common Shares, each issued as a "flow-through share" (the "FT Shares") within the meaning of the Income Tax Act (Canada)(the "Tax Act") at a price of $0.05 per FT Share for gross proceeds of $40,500 (the "Offering").

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 ("Qualifying Expenditures"). Such proceeds will be renounced to the subscribers with an effective date not later than December 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 NI 43-101 resource estimate and technical report, as well the commencement of exploration on the Gold Rush Property.

In connection with the Offering, the Company paid finder's fees of $2,135 and issued 42,700 broker warrants to purchase common shares (each, a "Common Shares") of the Company at a price of $0.075 per common share, expiring 2 years from issuance.

Errol Farr, CEO 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 Offering for an aggregate purchase price of $10,000. Such purchase constitutes such transaction is a "related party transaction" of the Company for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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% of the Company's market capitalization.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) have reviewed or accept responsibility for the adequacy or accuracy of this release.

About Loyalist Exploration Limited

Loyalist Exploration Limited 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 and the Gold Rush gold/silver property, and the DeSantis gold property, all located in the Timmins, Ontario 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.

For further information please visit the Company's website at www.loyalistexploration.com or contact:

Loyalist Exploration Limited

Errol Farr, President and CEO

Email: efarr@loyalistexploration.com

Tel: 647-296-1270

This news release contains "forward-looking statements" or "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this news release. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "forecasts", "budget", "schedule", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding: the ability to complete the Offering on the terms announced, or at all, the timing and content of upcoming work programs; geological interpretations; timing of the Company's exploration programs; and estimates of market conditions.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: general economic conditions in Canada and globally; industry conditions; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; changes in tax laws and incentive programs relating to the mining industry. This list is not exhaustive of the factors that may affect the Company's forward-looking statements. There may be other factors that could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein.

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