Loyalist Exploration Announces Closing of Non-Brokered Flow Through Financing

(TheNewswire)

Toronto, Ontario – TheNewswire –January 2, 2026 – Loyalist Exploration Limited (CSE:PNGC) (“Loyalist” or the “Company”) ispleased to announce the sale of 810,000 CommonShares, each issued as a “flow-through share” (the “FT Shares”) withinthe meaning of the Income TaxAct (Canada)(the “Tax Act”) at aprice of $0.05 per FT Share for gross proceeds of $40,500 (the“Offering”).

The proceeds from the sale of FT Shares will be used toincur "Canadian exploration expenses" as defined insubsection 66.1(6) of the Tax Act and "flow through miningexpenditures" as defined in subsection 127(9) of the Tax Act("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.

In connection with the Offering, the Company paidfinder’s fees of $2,135 and issued 42,700 broker warrants topurchase common shares (each, a “Common Shares”) ofthe Company at a price of $0.075 per common share, expiring 2 yearsfrom issuance.

Errol Farr, CEO of Loyalist stated“Loyalist made steady progress in 2025,strengthening its asset base and positioning the Company for futurevalue creation despite challenging market conditions for the juniorresource sector. From a corporate standpoint, Loyalist raised over$1.4 million in 2025 to support its strategy. Management is focused onclosing the recently announced financing in early 2026 to advance itsexploration and corporate objectives”.

All of the securities issued and issuable in connectionwith the Offering are subject to a hold period expiring four monthsand one day after the date of issuance of the securities. Completionof the Offering and the Acquisition is subject to the receipt of allrequired regulatory approvals, including the approval of the CanadianSecurities Exchange.

David Drinkwater, a director of the Company, purchased200,000 FT Shares under Offering for an aggregate purchase price of$10,000. Such purchase constitutes such transaction is a "relatedparty transaction" of the Company for purposes of MultilateralInstrument 61-101 – Protection of Minority Security Holders in SpecialTransactions ("MI 61-101"). TheCompany is relying on the exemptions from the formal valuation andminority approval requirements found in sections 5.5(a) and 5.7(1)(a)of MI 61-101, as the fair market value of Offering (as it relates toMr. Drinkwater’s participation) is not more than 25% of theCompany's market capitalization.

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.

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 exploration activities on all four properties as well asexpanding the Company’s Timmins 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.

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