MARKET WIRE NEWS

Loyalist Announces the Closing of the Acquisition of the DeSantis Property

Source: TheNewsWire

(TheNewswire)

 

Toronto, Ontario – TheNewswire –February 26, 2026 – Loyalist Exploration Limited (CSE:PNGC)(“Loyalist”or the “Company”)is pleased to announce that it has closed theacquisition (the “Acquisition”) of the DeSantis gold property(the “Property” or the “DeSantis Property”), located approximately4.5 kilometres (“km”) southwest of Timmins, Ontario. The propertyis situated, 11 km west of Discovery Silver's Dome Mine, and 14km east of Pan American Silver’s Timmins Mine and is contiguous withGaleon Gold’s West Cache gold project, containing a resource ofapproximately 1.5 million ounces of gold.6 The DeSantisProperty covers nearly 5 km of strike length along the north side ofthe Destor-Porcupine Deformation Zone (DPDZ), a major structurecontrolling gold deposits in the region (Figure 1). Between 1926 and 1943, the DeSantis Mine produced 196,928tons of material with an average mill head grade of 0.19 ounces perton gold1. The production rate was at 160 tons per day and the goldrecovery was better than 90%1. The total productionduring this period was reportedly 35,784 oz. of gold, 3,142 oz. ofsilver and 193 lb. of scheelite.1

DeSantis Property Highlights:

  • 850 hectares located along the northside of the highly prospective Destor-Porcupine DeformationZone 

  • Historical production of 35,784ounces of gold from 196,928 tons of material which graded 0.19 ouncesper ton Au 

  • Historical non-NI 43-101 compliantresource estimate totalling 182,505 tonnes at 8.64 g/t Au between theAlbitite and Hydrothermal zones2,3,4,5 

  • Historical non-NI 43-101 compliantresource estimate totalling 735,500 tonnes of which 600,000 tonnes at6.25 g/t and 135,500 tonnes tonnes of unspecified grade  

  • 4.5 km southwest of Timmins, Ontariowith significant exploration upside 

Errol Farr, Loyalist’s President & ChiefExecutive Officer commented, “Loyalist continues to “BuyTimmins” with the acquisition of the DeSantis Property. The DeSantisProperty contains historic mine workings from the 1930’s, a historicresource of approximately 50,000 oz of gold, patented and leased landand significant exploration potential. We could not ask for a better“Park Avenue” address along the Porcupine Destor fault, close toTimmins”.

Desantis Project Overview

The Property is located approximately 4.5 km southwestof Timmins, Ontario and is situated 11 km west of DiscoverySilver's Dome Mine, and 14 km east of Pan American Silver’sTimmins Mine. It covers nearly 5 km of strike length along the northside of the Destor-Porcupine Deformation Zone (DPDZ), a majorstructure controlling gold deposits in the region. Between 1926 and1942, the DeSantis Mine produced 35,784 ounces of gold from 178,650tonnes of material which graded 6.2 g/t Au during its intermittentproduction history1. Following their 44 drill hole campaign in1986, Stan West Mining Corp completed a non-NI 43-101 compliantresource estimate for the Albitite (65,505tonnes at 7.85 g/t Au) and HydrothermalAlteration Zones (117,000 tonnes at 9.09 g/t Au)totalling 182,505 tonnes at 8.64 g/tAu2.

Geologically, the property is situated in theNeoarchean Abitibi Greenstone Belt, with key rock types includingmafic lava flows, intermediate pillowed volcanics, quartz-feldsparporphyry dikes, and Porcupine Group sediments like greywacke andslate. It exhibits broad hydrothermal alteration zones up to 46 mwide, with silicification, pyritization, tourmalinization, chlorite,sericite, carbonate, albite, and iron-oxides. Mineralization consistsof mesothermal gold and silver in quartz veins, associated withpyrite, galena, sphalerite, chalcopyrite, and scheelite. Notable zonesinclude the Hydrothermal Alteration Zone (e.g., 7.90 g/t Au over 5.2m; 3.63 g/t Au over 23.17 m) and Albitite Zone (e.g., 1.74 g/t Au over12.0 m)3.

 


Click Image To View Full Size

 

Figure 1: The DeSantis Propertyboundary (magenta) is shown with a bedrock geology map of theTimmins-Porcupine mining district and the locations of head frames(red stars), historical shafts (orange stars), and gold occurrences(yellow stars) across the region (modified from the Excellon ResourcesInc. news release dated October 31, 2012).

The Purchase Agreement

The Acquisition was completed pursuant to a purchaseand sale agreement dated November 30, 2025 (the “PSA”) between theCompany and Canadian Gold Miner Corp. (the “Vendor”). Inconsideration for the Acquisition, the Company paid the following tothe Vendor:

 

(a) cash of $100,000;

 

(b) 8,656,207 common shares ofLoyalist (“LoyalistShares”) at a price of $0.0462 per LoyalistShare, at a value of $400,000, based on the 20-day VWAP, calculated 2days before closing;

 

(c) a promissory note (the“Note”) in the principal amount of $1,000,000 (the “PrincipalAmount”), with the Note payable in cash or Loyalist Shares (½ atthe option of the Vendor and ½ at the option of the Company) at aprice equal to the greater of: (1) the minimum acceptable price to theCanadian Securities Exchange (the “CSE”); and (2) the5 day VWAP calculated two days before payment) at the option of theCompany. The note bears interest at 10% per annum and in the event theCompany repays all of the Principal Amount outstanding on or beforethe day that is the one year anniversary of the date of the Note, nointerest shall be deemed to have accrued and be owing on the PrincipalAmount.

 

Additional FutureConsideration

The Company will pay the Vendor $400,000 payable incash and/or Loyalist Shares (the “Resource Payment”)at the Loyalist’s discretion upon filing of a technical report onthe Property if a gold resource is re-evaluated (or restated) to a NI43-101 standard and the total gold resource exceeds 200,000 ounces,payable and issuable within sixty (60) days of the technical reportbeing filed under the Loyalist’s profile on SEDAR+;

 

In addition, Loyalist will pay the Vendor a total$1,000,000 payable in cash and/or Loyalist Shares (the “Commercial Production Payment”) at the Company’s discretion upon the announcement by the Company of the achievement of CommercialProduction on the Property, payable within sixty (60) days of suchannouncement. In the case that the Company pays the Resource Paymentand/or the Commercial Production Payment in Loyalist Shares, the priceper Loyalist Share shall be equal to the greater of: (1) the minimumacceptable price to the CSE; and (2) the 20 day VWAP calculated twodays before payment).

 

At any time after an event of default has occurredunder the Note, the Vendor may, at its option: (a) declare allobligations under the Note to be immediately due and payable; (b)elect to re- purchase the Property (as defined in the PSA) for the sumof $1 plus the extinguishment of this Note.

 

All Loyalist Shares issued and issuable shall besubject to a statutory hold period of four months and one day from thedate of issuance. Completion of the Acquisition is subject to thereceipt of all necessary regulatory approvals including the approvalof the Canadian Securities Exchange.

 

Existing royalties on the property consist of:

 
  1. Royalty 1, which appliesto 20 patented claims and a mining lease 109305 (itself composed of 13claims). The royalty is composed of two parts totalling 1.5% netsmelter return (NSR”): (i) a 0.5% NSR of which 0.25% may berepurchased for $0.25 million; and (ii) a 1.0% NSR of which 0.5% maybe repurchased $0.5 million. 

     
  2. Royalty 2, which appliesto five staked legacy claims, namely 3017251, 4202913, 4203043,4206998 and 4207682, composed of a 2.0% NSR of which 1% may berepurchased for $1.0 million. 

     
  3. Royalty 3, which applies to all of Royalty 1 andRoyalty 2 and to mining lease 108849 (composed of two claims),composed of a 1.5% NSR of which 0.5% may be purchased for $1.0million. 

     
  4. Royalty 4, which applies to legacy claim 1180886,composed of a 2% NSR payable collectively to the three originalowners, if production is achieved on the property, and of which 1% maybe repurchased for $1 million. 

 

The Company has entered into a finder’s fee agreementwith an independent third party in connection with the closing of theAcquisition, whereby the Company will pay the finder a cash fee in theamount of 6% of the cash consideration paid to the Vendor in the PSA,and the issuance of common shares to the finder in the amount of 6% ofthe common shares paid to the Vendor in the PSA, each payment at thetime of payments made under the PSA.

 

Statement Regarding HistoricalMineral Resource Estimates

The historical Mineral Resource Estimate (“MRE”) onthe DeSantis Property is unclassified and does not comply with CIMDefinition Standards on Mineral Resources and Mineral Reserves asrequired by NI 43-101. The MRE was taken from a report titled“TECHNICAL REPORT on the DESANTIS PROPERTY Porcupine Mining DivisionOgden Township, Ontario, Canada” authored by Minorex Consulting Ltd.and dated May 30, 2011. Investors are cautioned not to treat theestimate as current or rely on the estimate in making an investmentdecision. The MRE is being included herein to provide shareholderswith background on the rationale for acquiring the asset. A qualifiedperson has not done sufficient work to classify this historical MRE ascurrent mineral resources and the Company is not treating thishistorical MRE as a current estimate. It is uncertain whetherfollowing evaluation and/or further exploration, the historical MREwill ever be able to be reported in accordance with NI 43-101. TheCompany has no current plans to undertake the work to bring the MRE upto the CIM reporting standards.

 

1 TECHNICALREPORT on the DESANTIS PROPERTY Porcupine Mining Division OgdenTownship, Ontario, Canada for Lateegra Gold Corp., May 30, 2011, page13

 

2 TECHNICALREPORT on the DESANTIS PROPERTY Porcupine Mining Division OgdenTownship, Ontario, Canada for Lateegra Gold Corp., May 30, 2011, page14

 

3TECHNICALREPORT on the DESANTIS PROPERTY Porcupine Mining Division OgdenTownship, Ontario, Canada for Lateegra Gold Corp., May 30, 2011, page41

 

4Assumptions for the generation of the Albitite and Hydrothermal zonehistorical resources are not available to the company.

 

5 A reviewof the historical database along with confirmation drilling would berequired to upgrade/verify the historical resource estimates.

 

6 Readersshould be cautioned that the Company does not have an interest in theWest Cache gold project. The Company believes this context is usefulin illustrating the mineralization in the region; however, it notesthat that mineralization on adjacent or nearby properties is notindicative of mineralization on the Company’s properties. There isno guarantee that the Property will yield comparable results. SeeUpdated Mineral Resource Estimate - Underground Model Effective DateJanuary 10, 2022 at https://galleongold.com/projects/west-cache-gold-project/

 

Qualified Person

Curtis Ferron, P.Geo. (ON), principal geologyconsultant for Loyalist, who is a “Qualified Person” as defined byNI 43-101, has reviewed and approved the technical content of thispress release.

 

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 currently focused on its“Buy Timmins, Mine Timmins” strategy, with the recent acquisitionsof the Tully gold property, the Loveland nickel/copper/gold property,the Gold Rush gold/silver property, and the DeSantis gold property,all located in the Timmins, Ontario mining district. The Companyexpects to commence a significant mining permit project at Tully andexploration activities on all four properties as well as expanding theCompany’s Timmins based property portfolio.

 

For further information please visitthe Company's website at www.loyalistexploration.com orcontact:

 

Loyalist

Errol Farr, President and CEO

Email: efarr@loyalistexploration.com

Tel: 647-296-1270

 

This news release includes certain"forward-looking statements" which are not comprised ofhistorical facts. Forward-looking statements include estimates andstatements that describe the Company’s future plans, objectives orgoals, including words to the effect that the Company or managementexpects a stated condition or result to occur. Forward-lookingstatements may be identified by such terms as “believes”,“anticipates”, “expects”, “estimates”, “may”,“could”, “would”, “will”, or “plan”. Sinceforward-looking statements are based on assumptions and address futureevents and conditions, by their very nature they involve inherentrisks and uncertainties. Although these statements are based oninformation currently available to the Company, the Company providesno assurance that actual results will meet management’sexpectations. Risks, uncertainties, and other factors involved withforward-looking information could cause actual events, results,performance, prospects, and opportunities to differ materially fromthose expressed or implied by such forward-looking information.Forward looking information in this news release includes, but is notlimited to, the completion ofthe Acquisition of the Desantis Property on the terms announced or atall, the Company’s objectives, goals or future plans, statements,exploration results, potential mineralization, the estimation ofmineral resources, exploration and mine development plans, timing ofthe commencement of operations and estimates of market conditions.Factors that could cause actual results to differ materially from suchforward-looking information include, but are not limited to, theoccurrence of a material adverse change, disaster, change of law, thefailure to identify mineral resources, failure to convert estimatedmineral resources to reserves, the inability to complete a feasibilitystudy which recommends a production decision, the preliminary natureof metallurgical test results, delays in obtaining or failures toobtain required governmental, environmental or other projectapprovals, political risks, inability to fulfill the duty toaccommodate First Nations and other indigenous peoples, uncertaintiesrelating to the availability and costs of financing needed in thefuture, changes in equity markets, inflation, changes in exchangerates, fluctuations in commodity prices, delays in the development ofprojects, capital and operating costs varying significantly fromestimates and the other risks involved in the mineral exploration anddevelopment industry, capital market conditions, restriction on labourand international travel and supply chains, and those risks set out inthe Company’s public documents filed on SEDAR+. Although the Companybelieves that the assumptions and factors used in preparing theforward-looking information in this news release are reasonable, unduereliance should not be placed on such information, which only appliesas of the date of this news release, and no assurance can be giventhat such events will occur in the disclosed time frames or at all.The Company disclaims any intention or obligation to update or reviseany forward-looking information, whether as a result of newinformation, future events or otherwise, other than as required bylaw.

Copyright (c) 2026 TheNewswire - All rights reserved.

Png Copper Inc.

NASDAQ: PNGC:CC

PNGC:CC Trading

-7.69% G/L:

$0.06 Last:

17,001 Volume:

$0.06 Open:

mwn-link-x Ad 300

PNGC:CC Latest News

PNGC:CC Stock Data

$0
0
N/A
N/A

Subscribe to Our Newsletter

Link Market Wire News to Your X Account

Download The Market Wire News App