Loyalist Announces $1,500,000 Non-Brokered Private Placement and $200,000 Shares for Debt Transaction
(TheNewswire)
Toronto, Ontario – TheNewswire – August 10, 2026 – Loyalist Exploration Limited (CSE:PNGC)(“Loyalist” or the “Company”) is pleased to announce a non-brokered private placement consisting of the sale of up to 37,500,000 common shares in the capital of the Company (“Common Shares”) at a price of $0.04 per Common Share for gross proceeds of up to $1,500,000 (the “Offering”).
The proceeds from the Offering will be used to complete ongoing 43-101 technical reports including a resource estimate and preliminary economic assessment on the Company’s Tully project and on‑going production permitting work at Tully, property payments and as well as general working capital. The Company reserves the right to increase the number of shares issued in this offering by 12,500,000 for additional gross proceeds of up to $500,000.
The Company may pay finder’s fees to eligible finders in connection with the Offering.
The Company also announces it intends to settle up to $200,000 of outstanding debt through the issuance of an aggregate of up to 5,000,000 shares of the Company (the "Debt Shares") to certain individuals, including officers of the Company. The Debt Shares are being issued at a price of $0.04 per Debt Share (the "Shares for Debt Transaction"). The Company intends to complete the Shares for Debt Transaction in order to preserve cash.
The participation of certain insiders (the “Insiders”) in the Offering and the Shares for Debt Transaction, being "related parties" of the Company 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 - Protection of Minority Security Holders in Special Transactions ("MI 61‑101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of each of the Offering and the Shares for Debt Transaction (in each case, as it relates to the Insiders' participation) is not more than 25% of the Company's market capitalization.
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All of the securities that will be issued in connection with the Offering and the Shares for Debt Transaction will be subject to a hold period expiring four months and one day after the date of issuance. Completion of the Offering and the Shares for Debt Transaction is subject to the receipt of all required regulatory approvals, including the approval of the Canadian Securities Exchange.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.
It is anticipated that the first closing of the Offering will occur on or about August 31, 2026.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) have reviewed or accept responsibility for the adequacy or accuracy of this release.
About Loyalist Exploration Limited
Loyalist is a Canadian mineral exploration and development company focused on creating long-term shareholder value through the advancement of high-quality mineral projects in Timmins, Ontario.
The Company's flagship 100%-owned Tully Gold Project, located in the prolific Timmins Gold Camp of northeastern Ontario, is a growing underground gold project with significant exploration upside and excellent development potential. Supported by a high-confidence Indicated and Inferred Mineral Resource Estimate, favourable infrastructure, and a modern geological model, Tully provides a strong platform for continued development and expansion.
Loyalist's strategy is to systematically advance the Tully Gold Project to production while growing the deposit and continuing to evaluate opportunities to expand its portfolio of high-quality mineral assets.
The Company also looks forward to advancing exploration activities on its three other Timmins based projects – DeSantis, Gold Rush and Loveland.
The Company is committed to maintaining the highest standards of technical excellence and responsible development throughout all stages of project advancement.
For further information please visit the Company's website at www.loyalistexploration.com or contact:
Loyalist Exploration Limited
Errol Farr, President and CEO
Email: efarr@loyalistexploration.com
Tel: 647-296-1270
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
This news release contains “forward-looking statements” or “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this news release. Any statements that express or involve discussions with 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 be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding: the ability to complete the Offering or the Shares for Debt Transaction on the terms announced, or at all, the timing and content of upcoming work programs; geological interpretations; timing of the Company’s exploration programs; and estimates of market conditions.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: general economic conditions in Canada and globally; industry conditions; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; changes in tax laws and incentive programs relating to the mining industry. This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. There may be other factors that could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein.
Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation: the future price of uranium; anticipated costs and the Company’s ability to raise additional capital if and when necessary; volatility in the market price of the Company’s securities; future sales of the Company’s securities; the Company’s ability to carry on exploration and development activities; the success of exploration, development and operations activities; the timing and results of drilling programs; the discovery of mineral resources on the Company’s mineral properties; the costs of operating and exploration expenditures; the Company’s ability to identify, complete and successfully integrate acquisitions; the Company’s ability to operate in a safe, efficient and effective manner; health, safety and environmental risks; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); uncertainties related to title to mineral properties; assessments by taxation authorities; fluctuations in general macroeconomic conditions.
The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Any forward-looking statements and the assumptions made with respect thereto are made as of the date of this news release and, accordingly, are subject to change after such date. The Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
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Loyalist raises $1,500,000 via non-brokered placement and $200,000 shares for debt | Strikepoint News
