Toronto, Ontario – TheNewswire – December 1, 2025 – Loyalist Exploration Limited (CSE:PNGC) (“Loyalist” or the “Company”) is pleased to announce that on November 30, 2025, the Company entered into an arm’s length purchase and sale agreement (the “PS Agreement”) with private third party (the “Vendor”) to acquire (the “Acquisition”) the DeSantis gold property (the “Property”), located approximately 4.5 kilometres (“km”) southwest of Timmins, Ontario. The property is situated, 11 km west of Discovery Silver's Dome Mine, and 14 km east of Pan American Silver’s Timmins Mine. It covers nearly 5 km of strike length along the north side of the Destor-Porcupine Deformation Zone (DPDZ), a major structure controlling gold deposits in the region (Figure 1). Between 1926 and 1943, the DeSantis Mine produced 196,928 tons of material with an average mill head grade of 0.19 ounces per ton gold1. The production rate was at 160 tons per day and the gold recovery was better than 90%1. The total production during this period was reportedly 35,784 oz. of gold, 3,142 oz. of silver and 193 lb. of scheelite.1

 

DeSantis Property Highlights:

• 850 hectares located along the north side of the highly prospective Destor-Porcupine Deformation Zone 

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

• Historical non-NI 43-101 compliant resource estimate totalling 182,505 tonnes at 8.64 g/t Au between the Albitite and Hydrothermal zones2,3,4 

• 4.5 km southwest of Timmins, Ontario with significant exploration upside 

 

Errol Farr, Loyalist’s President & Chief Executive Officer commented, “Loyalist continues to “Buy Timmins” with the acquisition of the DeSantis property. DeSantis contains historic mine workings from the 1930’s, a historic resource of approximately 50,000 oz of gold, patented and leased land and significant exploration potential. We could not ask for a better “Park Avenue” address along the Porcupine Destor fault, close to Timmins”.

 

Desantis Project Overview

The Property is located approximately 4.5 km southwest of Timmins, Ontario and is situated 11 km west of Discovery Silver's Dome Mine, and 14 km east of Pan American Silver’s Timmins Mine. It covers nearly 5 km of strike length along the north side of the Destor-Porcupine Deformation Zone (DPDZ), a major structure controlling gold deposits in the region. Between 1926 and 1942, the DeSantis Mine produced 35,800 ounces of gold from 178,650 tonnes of material which graded 6.2 g/t Au during its intermittent production history1. Following their 44 drill hole campaign in 1986, Stan West Mining Corp completed a non-NI 43-101 compliant resource estimate for the Albitite (65,505 tonnes at 7.85 g/t Au) and Hydrothermal Alteration Zones (117,000 tonnes at 9.09 g/t Au) totalling 182,505 tonnes at 8.64 g/t Au2.

 

Geologically, the property is situated in the Neoarchean Abitibi Greenstone Belt, with key rock types including mafic lava flows, intermediate pillowed volcanics, quartz-feldspar porphyry dikes, and Porcupine Group sediments like greywacke and slate. It exhibits broad hydrothermal alteration zones up to 46 m wide, with silicification, pyritization, tourmalinization, chlorite, sericite, carbonate, albite, and iron-oxides. Mineralization consists of mesothermal gold and silver in quartz veins, associated with pyrite, galena, sphalerite, chalcopyrite, and scheelite. Notable zones include the Hydrothermal Alteration Zone (e.g., 7.90 g/t Au over 5.2 m; 3.63 g/t Au over 23.17 m) and Albitite Zone (e.g., 1.74 g/t Au over 12.0 m).

  

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Figure 1: The DeSantis Property boundary (magenta) is shown with a bedrock geology map of the Timmins-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 Excellon Resources NR dated October 31, 2012).

The Purchase Agreement

Pursuant to the terms of the PS Agreement, in exchange for a 100% interest in the DeSantis project, Loyalist (the “Purchaser”) will:

 

1. (a)pay to the Vendor aggregate cash consideration of $100,000 upon closing of the Purchase;  

 

1. (b)the issuance to the Vendor of $400,000 in common shares in the capital of the Purchaser, based on the 20-day VWAP, calculated 2 days before closing 

 

1. (c)a promissory note (the “Note”) in the principal amount of $1,000,000 (the “Principal Amount”), with the note payable in cash or Loyalist Shares (½ at the option of the vendor and ½ at the option of the Company) at a price equal to the greater of: (1) the minimum acceptable price to the Canadian Securities Exchange (the “CSE”); and (2) the 5 day VWAP calculated two days before payment) at the option of the Borrower. The note bears interest at 10% per annum and in the event the Company repays all of the Principal Amount outstanding on or before the day that is the one year anniversary of the date of the Note, no interest shall be deemed to have accrued and be owing on the Principal Amount. 

 

Additional Future Consideration

The Purchaser will pay the Vendor $400,000 payable in cash and/or Loyalist Shares (the “Resource Payment”) at the Loyalist’s discretion upon filing of a technical report on the Property if a gold resource is re-evaluated (or restated) to a NI 43-101 standard and the total gold resource exceeds 200,000 ounces, payable and issuable within sixty (60) days of the technical report being filed under the Loyalist’s profile on SEDAR+;

 

As additional consideration, the 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 Purchaser of the achievement of Commercial Production on the Property, payable within sixty (60) days of such announcement. In the case that the Purchaser pays the Resource Payment and/or the Commercial Production Payment in Loyalist Shares, the price per Loyalist Share shall be equal to the greater of: (1) the minimum acceptable price to the CSE; and (2) the 20 day VWAP calculated two days before payment).

 

At any time after an Event of Default has occurred, the Lender may, at its option: (a) declare all obligations under this Note to be immediately due and payable; (b) elect to re- purchase the Property (as defined in the Purchase and Sale Agreement) for the sum of $1 plus the extinguishment of this Note.

 

Existing royalties on the property consist of

 

1. Royalty 1, which applies to 20 patented claims and a mining lease 109305 (itself composed of 13 claims). The royalty is composed of two parts totalling 1.5% NSR; 0.5% NSR of which 0.25% may be repurchased for $0.25 million; a 1.0% NSR of which 0.5% may be repurchased $0.5 million. 

 

1. Royalty 2, which applies to five staked legacy claims, namely 3017251, 4202913, 4203043, 4206998 and 4207682. It is a 2.0% NSR of which 1% NSR may be repurchased for $1.0 million. 

  

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

 

1. Royalty 4, which applies to legacy claim 1180886. It is a 2% NSR payable collectively to the three original owners, if production is achieved on the property. 1% NSR may be repurchased for $1 million. 

 

Completion of the Acquisition is subject to the receipt of all necessary regulatory approvals, including shareholder approval in the event of the creation of a new control person of Loyalist. All the Loyalist Shares issuable in connection with the Acquisition will be subject to a four month and one day statutory hold period.

 

The Company has entered into a finder’s fee agreement with an independent third party in connection with the closing of the Acquisition, whereby the Company will pay the finder a cash fee in the amount of 6% of the cash consideration paid to the Vendor in the PS Agreement, and the issuance of common shares to the finder in the amount of 6% of the common shares paid to the Vendor in the PS Agreement, each payment at the time of payments made under the PS Agreement.

 

Statement Regarding Historical Mineral Resource Estimates

The DeSantis deposit historical Mineral Resource Estimate (“MRE”) is unclassified and does not comply with CIM Definition Standards on Mineral Resources and Mineral Reserves as required by NI 43-101. The MRE was taken from a report titled “TECHNICAL REPORT on the DESANTIS PROPERTY Porcupine Mining Division Ogden Township, Ontario, Canada” authored by Minorex Consulting Ltd. and dated May 30, 2011. Investors are cautioned not to treat the estimate as current or rely on the estimate in making an investment decision. The MRE is being included herein to provide shareholders with background on the rationale for acquiring the asset. A qualified person has not done sufficient work to classify this historical MRE as current mineral resources and the Company is not treating this historical MRE as a current estimate. It is uncertain whether following evaluation and/or further exploration, the historical MRE will ever be able to be reported in accordance with NI 43-101. The Company has no current plans to undertake the work to bring the MRE up to the CIM reporting standards.

 

1 TECHNICAL REPORT on the DESANTIS PROPERTY Porcupine Mining Division Ogden Township, Ontario, Canada for Lateegra Gold Corp., May 30, 2011, page 13

 

2 TECHNICAL REPORT on the DESANTIS PROPERTY Porcupine Mining Division Ogden Township, Ontario, Canada for Lateegra Gold Corp., May 30, 2011, page 14

 

3 Assumptions for the generation of the Albitite and Hydrothermal zone historical resources are not available to the company.

 

4 A review of the historical database along with confirmation drilling would be required to upgrade/verify the historical resource estimates.

  

Qualified Person

Curtis Ferron, P.Geo. (ON), principal geology consultant for Loyalist, who is a “Qualified Person” as defined by NI 43-101, has reviewed and approved the technical content of this press release.

 

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 Exploration Limited is a mineral exploration company concentrating on acquiring, exploring, and developing quality mineral properties in Canada. The Company is currently focused on its “Buy Timmins” strategy, with the recent acquisitions of the Tully gold property, the Loveland nickel/copper/gold property and the Gold Rush gold/silver property, and the DeSantis gold property, all located in the Timmins, Ontario mining district. The Company expects to commence a significant mining permit project at Tully and exploration activities on all four properties as well as expanding the Company’s Timmins based property portfolio.

 

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 contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding an outlook and include statements regarding the proposed work on the projects. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company’s securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.