(TheNewswire)
Toronto, Ontario - TheNewswire –June 5, 2024 - Loyalist Exploration Limited(CSE: PNGC)("Loyalist" or the "Company") announces that on June 4, 2024, it signed a Letter of Intent(the “LOI”) to amalgamate (the “Amalgamation”) with MillbrookMinerals Inc. (“Millbrook”), a private company incorporated underthe Canada Business Corporations Act, and its intention to complete aninitial private placement of up to $350,000 (the “Offering”).Millbrook is the 100% owner of three mining properties known asSpringdale, Hungry Hill and Rolling Pond (the “Properties”)located in the Canadian Province of Newfoundland and Labrador(“NL”).
The LOI requires the Company to pay Millbrook $50,000cash upon closing of the Offering. The cash payment will be used forimmediate exploration activities on the Properties. The LOI providesthat the Millbrook shareholders will initially receive 200,000,000common shares in the resulting amalgamated company (“Amalco”) andthe Loyalist shareholders will receive 190,531,368 common shares ofAmalco. It is contemplated that there may be a consolidation of sharesof Amalco on a post financing basis of up to one post-consolidatedshare for every 15 pre-consolidated shares. It is a condition for thebenefit of the Millbrook and Loyalist that Loyalist shall completefinancings satisfactory to the parties prior to or contemporaneouslywith closing the Amalgamation which is scheduled for on or aboutSeptember 1, 2024.
The Properties
Rolling Pond Property
The Rolling Pond Property consists of 184 contiguousclaims (4600 hectares) adjacent to New Found Gold Corp.’s GanderProperty which hosts the Queensway Project and located in the centerof the recent Newfoundland Gold Rush. It has similar geology to rockshosting a high grade intersection of Sokoman Minerals Corp. in theMoosehead Trend (5.1m @ 124.2 g/t Au) and the Queensway Project in theGander Belt (19m @ 92.9 g/t Au from 2019 drilling). There is a largewell preserved high-level hydrothermal/epithermal system on Propertyand 6 historical drill holes have identified a large hydrothermalquartz vein and breccias system up to 50-75m wide (true width) withanomalous gold grades and local boulangerite (lead-antimony sulphide).The open-ended zone is known to be over 1.7km long strike length andhas only been tested over a 270m strike length with limiteddrilling.
Two new significant untested soil geochemical targets(>2km in strike length) have been identified and delineated by soilgeochemistry along strike from the main quartz breccias zone. Limited ground induced polarization/ resistivity geophysicsperformed on one of these areas during 2018 shows a very goodcorrelation with both chargeability and resistivity. These targetshave never been trenched nor drill tested and both are considered highpriority targets. Ultramafic rocks associated with nickel (>2200ppmNi) are also present on the Property. Exploration companies in theimmediate area include New Found Gold, Gander Gold, Sokomon Minerals,Exploits Discovery Group, and K9 Gold. The Rolling Pond Property hasexcellent access in this mining friendly jurisdiction with excellentincentive programs. Millbrook has obtained an updated NI 43-101compliant technical report on this property.
Springdale Property
The Springdale Property is a poly-metallic base metals+ cobalt + gold project located 320 km northwest of St. John’s, NL,Canada consisting of an aggregate of 76 claims covering an area of1900 hectares. The Springdale Property has a non-NI 43-101 compliantresource estimate suggesting an inferred resource of 1Mt grading 1% Cuand an additional 6 high priority targets. It should be noted thatas the historical resource is non 43-101 compliant, the validity ofthis resource cannot be relied upon. The Springdale Property exhibitsexcellent potential for discovering Volcanogenic Massive Sulphide(VMS) deposits.
Hungry Hill Property
The Hungry Hill Property is a Buchan’s Stylepoly-metallic (Zn-Cu-Pb-Ag-Au) VMS deposit project covering a total of73 claims covering an area of 1825 hectares with excellent access,infrastructure and drill ready targets in the heart of the historicalBuchan’s Mining Camp. There is a historical drill intersection of12.3m grading 5.5% Zn, 0.5% Cu, 0.1% Pb, and 0.5 g/t Au.
Errol Farr, Loyalists’ CEO, stated “The threeexploration properties owned by Millbrook are an exciting start to anew beginning for the Company. The properties are all in goodlocations within active exploration camps. Both the management ofMillbrook and Loyalist look forward to getting on the ground thisyear.”
The Offering
The Offering is a non-brokered private placementfinancing of up to 70,000,000 common shares (the “Shares”) of theCompany at a price of $0.005 per Share for proceeds of up to $350,000.The proceeds of the Offering will be used for working capital andgeneral and administrative purposes and the costs of completing theAmalgamation.
In connection with the Offering, the Company may pay finders’ fees equal to 7% of the gross proceeds in cash and issuenon-transferable warrants (the “Finder Warrants”) to variousregistered dealers or finders, equal to 7% of the Shares sold throughsuch registered dealers or finders in the Offering. Each FinderWarrant will entitle the holder thereof to purchase one (1) Loyalistcommon share at a price of $0.05 per share for a period of thirty-six(36) months from the closing date of the offering. No finders fees arepayable in connection with the Amalgamation.
The Private Placement will be conducted in relianceupon certain exemptions from the prospectus requirements set out in NI45-106.
The Shares issued in connection with the PrivatePlacement are subject to a hold period expiring four months and oneday from the issuance of the securities comprising theOffering.
Upon completion of the Amalgamation and the Offering,the Company will have 460,531,368 common shares outstanding and thenfollowing the proposed consolidation, the Company will have 30,702,091common shares outstanding (assuming a 1:15 consolidation).
The transactions described in this press release areall subject to receipt of required approvals and consents, includingwithout limitation, the approval of the board ofdirectors and shareholders of both companies and any requiredregulatory or stock exchange approvals. Loyalistand Millbrook may possibly be considered related in the sense thatJohn O’Donnell is Chairman of both companies, but does not controleither, As such, he has refrained from voting onthis transaction.
More details regardingthe proposed transactions will be set out in the ManagementInformation Circular forming part of the proxy materials being sent tothe shareholders in connection with the forthcoming annual and specialmeeting to be held to include approval of the Amalgamation.
Management Changes
The Company also wishes to announce that Errol Farr,the current Chief Executive Officer and a director of the Company hasbeen appointed as Interim Chief Financial Officer effectiveimmediately replacing Eric Plexman. The Company is currentlyconducting a thorough search for a new Chief Financial Officer withthe expertise and leadership qualities to guide the Company forward.Errol Farr added “I have only known Eric for a short while, but hisquiet professionalism and dedication will be sorely missed, I wish himthe best in his retirement”.
Dean Fraser, P.Geo., is a qualified person within themeaning of National Instrument 43-101 and is responsible for thetechnical information contained in this press release.
About Loyalist ExplorationLimited
Loyalist Exploration Limited is a mineral explorationcompany focused on acquiring, exploring,
and developing quality mineral properties in Canada.
For further information please visitthe Company's website at loyalistexp.ca or contact:
Loyalist Exploration Limited
Loyalist Exploration Limited
Errol Farr, President and CEO
Email: efarr001@icloud.com
Tel: 647-296-1270
Neither theCanadian Securities Exchange nor its Market Regulator (as that term isdefined in the policies of the Canadian Securities Exchange) havereviewed or accept responsibility for the adequacy or accuracy of thisrelease.
This news release contains "forward-lookinginformation" (within the meaning of applicable Canadiansecurities laws) and "forward-looking statements" (withinthe meaning of the U.S. Private Securities Litigation Reform Act of1995). Such statements or information are identified with words suchas "anticipate", "believe", "expect","plan", "intend", "potential","estimate", "propose", "project","outlook", "foresee" or similar words suggestingfuture outcomes or statements regarding an outlook.
Although the Company believes that the expectationsreflected in the forward-looking information or statements arereasonable, prospective investors in the Company’s securities shouldnot place undue reliance on forward-looking statements because theCompany can provide no assurance that such expectations will prove tobe correct. Forward-looking information and statements contained inthis news release are as of the date of this news release and theCompany assumes no obligation to update or revise this forward-lookinginformation and statements except as required by law.
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