Loyalist Exploration Announces $1,700,000 Non-Brokered Private Placement
(TheNewswire)
THIS NEWS RELEASE IS NOT FORDISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
Toronto, Ontario – TheNewswire –December 8, 2025 – Loyalist Exploration Limited (CSE:PNGC) (“Loyalist” or the “Company”) is pleased to announce a non-brokered privateplacement consisting of the sale of hard dollar and flow throughcommon shares (the “ Offering ”). The Offering will consist of thesale of up to: (i) 21,250,000 hard dollar common shares in the capitalof the Company (“ CommonShares ”) at a price of $0.04 per Common Sharefor gross proceeds of up to $850,000; and (ii) 17,000,000 CommonShares, each to be issued as “flow-through shares” (the“ FT Shares ”) within the meaning of the Income Tax Act (Canada)(the “ TaxAct ”) at a price of $0.05 per FT Share forgross proceeds of up $850,000.
The proceeds from the sale of FT Shares will be used toincur "Canadian exploration expenses" as defined insubsection 66.1(6) of the Income Tax Act and "flow through miningexpenditures" as defined in subsection 127(9) of the Income TaxAct (" QualifyingExpenditures "). Such proceeds will berenounced to the subscribers with an effective date not later thanDecember 31, 2025, in the aggregate amount of not less than the totalamount of gross proceeds raised from the issue of FT Shares. Morespecifically, the proceeds from the sale of FT Shares will be used forexploration and permitting of the Tully Gold Property, as well as datareview, digitization, an internal resource calculation, explorationplanning and the commencement of a NI-43-101 resource estimate andtechnical report, as well the commencement of exploration on the GoldRush Property.
The proceeds from the sale of HDCS will be formarketing, property payments on the Gold Rush Property and theDeSantis Property as well as general working capital.
The Company may pay finder’s fees to eligible findersin connection with the Offering.
Certain insiders of Loyalist may participate in theOffering, which would constitute a "related partytransaction", as such term is defined in Multilateral Instrument61-101 – Protection ofMinority Shareholders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions fromthe valuation and minority shareholder approval requirements of MI61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as thefair market value of the acquired securities by such insiders will notexceed 25% of the market capitalization of the Company, as determinedin accordance with MI 61-101.
All of the securities issued and issuable in connectionwith the Offering will be subject to a hold period expiring fourmonths and one day after the date of issuance of the securities.Completion of the Offering is subject to the receipt of all requiredregulatory approvals, including the approval of the CanadianSecurities Exchange (the “ 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.
It is anticipated that the first closing of theOffering will occur on or about December 18, 2025.
The Company provides the following updates to itsannouncement on December 2, 2025 regarding the engagement of ExistingAgency Inc. (“Existing”). Existing is located at 120 AdelaideStreet West – Suite 1400, Toronto, ON M5H 1T1 ( http://www.weareexisting.com/ ) andits representatives are each arm’s length parties to Company. Formore information regarding Existing, please contact CassandraWoloschuk, Head of Agency (tel: 647.215.6243, e-mail: hello@weareexisting.com ).
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” strategy, with the recent acquisitions of the Tullygold property, the Loveland nickel/copper/gold property and the GoldRush gold/silver property, and the DeSantis gold property, all locatedin the Timmins, Ontario mining district. The Company expects tocommence a significant mining permit project at Tully and explorationactivities on all four properties as well as expanding the Company’sTimmins based property portfolio.
For further information please visitthe Company's website at www.loyalistexploration.com orcontact:
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 ofapplicable securities legislation. All statements, other thanstatements of historical fact, are forward-looking statements and arebased on expectations, estimates and projections as of the date ofthis news release. Any statements that express or involve discussionswith 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 beachieved, or the negative of any of these terms and similarexpressions) are not statements of historical fact and may beforward-looking statements. Forward-looking statements include, butare not limited to, statements regarding: the ability to complete theOffering on the terms announced, or at all, the timing and content ofupcoming work programs; geological interpretations; timing of theCompany’s exploration programs; and estimates of marketconditions.
Forward-looking statements aresubject to a variety of known and unknown risks, uncertainties andother factors that could cause actual events or results to differ fromthose expressed or implied by forward-looking statements containedherein. There can be no assurance that such statements will prove tobe accurate, as actual results and future events could differmaterially from those anticipated in such statements. Certainimportant factors that could cause actual results, performance orachievements to differ materially from those in the forward-lookingstatements include, among others: general economic conditions inCanada and globally; industry conditions; governmental regulation ofthe mining industry, including environmental regulation; geological,technical and drilling problems; unanticipated operating events;competition for and/or inability to retain drilling rigs and otherservices; the availability of capital on acceptable terms; the need toobtain required approvals from regulatory authorities; stock marketvolatility; volatility in market prices for commodities; liabilitiesinherent in the mining industry; changes in tax laws and incentiveprograms relating to the mining industry. This list is not exhaustiveof the factors that may affect the Company’s forward-lookingstatements. There may be other factors that could cause actual eventsor results to differ from those expressed or implied byforward-looking statements contained herein.
Forward-looking statements arenecessarily based upon a number of factors and assumptions that, ifuntrue, could cause actual events or results to differ from thoseexpressed or implied by forward-looking statements contained herein.Forward-looking statements are based upon a number of estimates andassumptions that, while considered reasonable by the Company at thistime, are inherently subject to significant business, economic andcompetitive uncertainties and contingencies that may cause theCompany’s actual financial results, performance, or achievements tobe materially different from those expressed or implied herein. Someof the material factors or assumptions used to develop forward-lookingstatements include, without limitation: the future price of uranium;anticipated costs and the Company’s ability to raise additionalcapital if and when necessary; volatility in the market price of theCompany’s securities; future sales of the Company’s securities;the Company’s ability to carry on exploration and developmentactivities; the success of exploration, development and operationsactivities; the timing and results of drilling programs; the discoveryof mineral resources on the Company’s mineral properties; the costsof operating and exploration expenditures; the Company’s ability toidentify, complete and successfully integrate acquisitions; theCompany’s ability to operate in a safe, efficient and effectivemanner; health, safety and environmental risks; the presence of lawsand regulations that may impose restrictions on mining; employeerelations; relationships with and claims by local communities andindigenous populations; availability of increasing costs associatedwith mining inputs and labour; the speculative nature of mineralexploration and development (including the risks of obtainingnecessary licenses, permits and approvals from governmentauthorities); uncertainties related to title to mineral properties;assessments by taxation authorities; fluctuations in generalmacroeconomic conditions.
The forward-looking statementscontained in this news release are expressly qualified by thiscautionary statement. Any forward-looking statements and theassumptions made with respect thereto are made as of the date of thisnews release and, accordingly, are subject to change after such date. The Company disclaims anyobligation to update any forward-looking statements, whether as aresult of new information, future events or otherwise, except as maybe required by applicable securities laws. There can be no assurancethat forward-looking statements will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking statements.
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