Loyalist Exploration Closes Final Tranche of Financing and Shares for Debt Transactions

(TheNewswire)

THIS NEWS RELEASE IS NOT FORDISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Toronto, Ontario – TheNewswire –
September 2, 2025 – Loyalist Exploration Limited PNGC(“Loyalist”or the “Company”)is pleased to announce it has issued 7,800,000units of the Company (“Units”) for aggregate gross proceeds of$78,000 third and final tranche (the “Third Tranche”) of itsnon-brokered private placement at a price of $0.01 per Unit (the“Offering Price”). Each Unit consists of one common share of theCompany and one common share purchase warrant exercisable at a priceof $0.05 for thirty-six months following the date ofissuance. The entire Offering raised $408,000with the issuance of 40,800,000 Units.

In connection with the Third Tranche, the Company paidfinder’s fees of $6,240 and issued 780,000 finder’s warrants toacquire one Unit of the Offering at the Offering Price for a period ofsixty months from the closing date of the Financing. The proceeds fromthe Third Tranche will be used for general working capital purposes.

The Company is also pleased to announce that it hascompleted its recently announced debt unit settlement with theissuance of 11,028,300 units of the Company (the "Debt Units") to certain individuals,including an officer of the Company, a directorof the Company, two lenders, and a serviceprovider in exchange for the cancellation of anaggregate amount of up to $110,283 of outstanding debt. The DebtUnits have been issued at deemed price of $0.01 per Debt Unit (the"Shares for Debt Transaction"). Each Unit consists of onecommon share (“Common Share”) of the Company and one common sharepurchase warrant exercisable at a price of $0.05 for thirty-six monthsfollowing the date of issuance. The Board of Directors of the Companydetermined that the Shares for Debt Transaction is in the bestinterests of the Company in that it preserves cash and with thesettlement, it helps to align the individuals with the Company’sshareholders.

Of the total $110,283 debt beingconverted, $59,255 represents amounts owed to Errol Farr, the CEO ofthe Company, for outstanding management fees as of May 31, 2025 and$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 acommitment fee of $4,000 owing to a company controlled by ashareholder who will become an insider of the Company upon completionof this transaction, who are participating in the Shares for DebtTransaction.

Errol Farr, the CEO of the Company, and Stephen Balche,a director of the Company, have participated in the Shares for DebtTransaction and Claude Malette, a 10% holder of the Company, hasparticipated in the Offering and the Shares for Debt Transaction, andconsequently, such individuals are related parties to the Company andsuch transactions are "related party transactions" of theCompany for purposes of Multilateral Instrument 61-101 - Protection ofMinority Security Holders in Special Transactions ("MI61-101"). The Company is relying on the exemptions availableunder MI 61-101 from the formal valuation and minority approvalrequirements of MI 61-101. The Company is relying on the exemptionsfrom the formal valuation and minority approval requirements found insections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market valueof the Offering and the Shares for Debt Transaction (as it relates tothe insiders' participation) is not more than 25% of theCompany's market capitalization.

All of the securities issued and issuable in connectionwith the Offering and the Acquisition are subject to a hold periodexpiring four months and one day after the date of issuance of thesecurities. Completion of the Offering and the Shares for DebtTransaction is subject to the receipt of all necessary approvalsincluding the approval of the Canadian Securities Exchange.

The securities offered have not been registered underthe United States Securities Act of 1933, as amended, and may not beoffered or sold in the United States or to, or for the account orbenefit of, U.S. persons absent registration or an applicableexemption from registration requirements. This release does notconstitute an offer for sale of securities in the UnitedStates.

Corporate Update

The Company continues its due diligence regarding theacquisition and financing of the Tully project, located northeast ofTimmins, Ontario (see press releases dated April 9, 2025 and July 8,2025) and plans to close both a future financing and the acquisitionof Tully by September 30, 2025.

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

About Loyalist ExplorationLimited

Loyalist Exploration Limited is a mineral explorationcompany concentrating on acquiring, exploring, and developing qualitymineral properties in Canada. The Company is focused on the Lovelandnickel/copper/gold property and the recently announced Gold Rushgold/silver property, both located in the Timmins, Ontario miningdistrict.

For further information please visitthe Company's website at loyalistexp.ca or contact:

Loyalist Exploration Limited

Errol Farr, President and CEO

Email: efarr001@icloud.com

Tel: 647-296-1270

This news release contains"forward-looking information" (within the meaning ofapplicable Canadian securities laws) and "forward-lookingstatements" (within the meaning of the U.S. Private SecuritiesLitigation Reform Act of 1995). Such statements or information areidentified with words such as "anticipate","believe", "expect", "plan","intend", "potential", "estimate","propose", "project", "outlook","foresee" or similar words suggesting future outcomes orstatements regarding an outlook and include statements regarding theplanned completion of the Offering, the Shares for Debt Transaction,and the acquisitions of the Tully property and the proposed work onthe projects, and the concurrent financing of units. Factors that could cause actual results todiffer materially from such forward‐looking information include, but are not limited to the Company’sinability to complete the financings necessary to complete theacquisitions of the Tully property , the Company’s inability tocomplete the acquisitions of the Tully property on the timelinesanticipated or at all, failure to identify mineral resources, failureto convert estimated mineral resources to reserves, the inability tocomplete a feasibility study which recommends a production decision,the preliminary nature of metallurgical test results, delays inobtaining or failures to obtain required governmental, environmentalor other project approvals, political risks, inability to fulfill theduty to accommodate First Nations and other indigenous peoples,uncertainties relating to the availability and costs of financingneeded in the future, changes in equity markets, inflation, changes inexchange rates, fluctuations in commodity prices, delays in thedevelopment of projects, capital and operating costs varyingsignificantly from estimates and the other risks involved in themineral exploration and development industry, an inability to completethe Offering on the terms or on the timeline as announced or at all,capital market conditions, restriction on labour and internationaltravel and supply chains, and those risks set out in the Company’spublic documents filed on SEDAR+. Although theCompany believes that the expectations reflected in theforward-looking information or statements are reasonable, prospectiveinvestors in the Company’s securities should not place unduereliance on forward-looking statements because the Company can provideno assurance that such expectations will prove to be correct.Forward-looking information and statements contained in this newsrelease are as of the date of this news release and the Companyassumes no obligation to update or revise this forward-lookinginformation and statements except as required by law.

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