Loyalist Exploration to Issue Debt Units for Cancellation of Outstanding Debt

Toronto, Ontario — July 23, 2025 — NewsWall — Loyalist Exploration Limited (CSE: PNGC) has agreed to issue up to 11,028,300 units of the Company to certain individuals, including an officer and a director of the Company, three lenders, and a service provider, in exchange for the cancellation of up to $110,283 of outstanding debt.

The Debt Units are being issued at a deemed price of $0.01 per Debt Unit. Each Unit consists of one common share of the Company and one common share purchase warrant exercisable at a price of $0.05 for thirty-six months following the date of issuance. The Board of Directors determined that the Shares for Debt Transaction is in the best interests of the Company because it preserves cash and helps align the individuals with the Company’s shareholders.

Of the total $110,283 debt being converted, $59,255 represents amounts owed to Errol Farr, the CEO of the Company, for outstanding management fees as of May 31, 2025; $11,014 represents principal ($10,000) and accumulated interest at 8% per annum owing to a company controlled by Stephen Balch, a director, of the Company; and $24,000 represents principal ($20,000) and a commitment fee of $4,000 owing to a company controlled by a shareholder who will become an insider of the Company upon completion of this transaction.

The participation of certain insiders means that the Shares for Debt Transaction is considered to be a "related party transaction" of the Company for purposes of Multilateral Instrument 61-101. The Company may complete the Shares for Debt Transaction in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101.

The Company is also providing a corporate update. In the 2025 calendar year, the Company has issued 46,500,000 Common Shares, composed of: (i) 3,500,000 Common Shares issued in connection with the acquisition of the option to acquire the Gold Rush property near Timmins, Ontario; (ii) 10,000,000 Common Shares issued in connection with the acquisition of the Loveland Property near Timmins, Ontario, and (iii) 33,000,000 Common Shares issued in connection with the offering of Units first announced on February 12, 2025.

All securities issued are subject to a hold period expiring four months and one day after issuance. Completion is subject to regulatory approvals, including approval of the Canadian Securities Exchange.

Loyalist Exploration Limited is a mineral exploration company concentrating on acquiring, exploring, and developing quality mineral properties in Canada. The Company is focused on the Loveland nickel/copper/gold property and the Gold Rush gold/silver property, as well as completing due diligence and financing of the Tully gold property, all located in the Timmins, Ontario mining district.

Contact:
Errol Farr, President and CEO
Email: efarr001@icloud.com
Tel: 647-296-1270

Source: Loyalist Exploration Limited