Fulcrum Metals Announces Sale of Tully Gold Project and Ownership of Loyalist Exploration

VANCOUVER, British Columbia, Oct. 03, 2025 (GLOBE NEWSWIRE) -- Fulcrum Metals plc (“Fulcrum” or the “Company”), through its subsidiary, Fulcrum Metals (Canada) Ltd., has completed the sale of the Tully Gold Project to Loyalist Exploration Limited (“Loyalist”) pursuant to a property purchase agreement between Fulcrum and Loyalist (the “Agreement”). Under the terms of the Agreement, Fulcrum received 78,700,000 common shares of Loyalist (the “Consideration Shares”), cash consideration of $500,000, and a 2.0% net smelter return royalty on the Tully Gold Project.

The Consideration Shares were issued concurrently with the non-brokered private placement by Loyalist of units at a price of $0.02 per unit consisting of one common shares of Loyalist (each, a “Common Share”) and one Common Share purchase warrant. Assuming a deemed issue price of $0.02 per Common Share, the Consideration Shares issued to Fulcrum would have an aggregate value of $1,574,000.

As further consideration under the Agreement, Fulcrum will also receive:

(i) up to an aggregate of $150,000 based on certain milestones;
(ii) an additional 272,740 Loyalist Shares in the event Loyalist completes a second tranche to its current financing, such that the aggregate gross proceeds under the financing are at least $700,000;
(iii) an additional 15,000,000 Loyalist Shares (or cash in lieu thereof) upon filing of a technical report on the Tully Gold Project where a gold resource is re-evaluated (or restated) to a NI 43-101 standard exceeding 200,000 ounces; and
(iv) an additional 15,000,000 Loyalist Shares (or cash in lieu thereof) upon the announcement of a decision to mine on the Tully Gold Project.

Notwithstanding the above additional consideration, no additional Loyalist Shares will be issued to Fulcrum if the issuance would result in Fulcrum beneficially, directly or indirectly owning, controlling or exercising direction over 20% or more of the voting rights of Loyalist, unless Loyalist has first obtained the requisite regulatory approvals, including shareholder approval for the approval of a new control person and approval of the Canadian Securities Exchange.

Prior to this transaction, Fulcrum did not own or control, directly or indirectly, any Loyalist Shares or securities convertible into Loyalist Shares. Immediately following the acquisition of the Consideration Shares, Fulcrum owned and controlled 78,700,000 Loyalist Shares, representing approximately 19.99% of the current issued and outstanding Loyalist Shares on a non-diluted basis. If the milestone payments were payable and additional Loyalist Shares were issued, in full, to Fulcrum, Fulcrum would hold an additional 30,272,740 Loyalist Shares, which, if issued today, would result in owning approximately 26.1% of the current issued and outstanding Loyalist Shares on a non-diluted basis.

Ryan Mee, CEO of Fulcrum commented:

“We are pleased to complete the Tully transaction and to support Loyalist Exploration in advancing their exploration portfolio going forward. The funds received will help us execute on our strategy as a technology-led company focused on recovering precious and critical metals from mine waste tailings in Kirkland Lake.

“Tully is a highly prospective gold project, and we are confident that, Loyalist’s strong technical team will take Tully to a higher level. This belief is reflected in our significant equity position in Loyalist and in our decision to retain exposure to Tully through a royalty.”

Fulcrum acquired the Consideration Shares for investment purposes and as partial consideration for the sale by the Company of the Tully Gold Project. The Company may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, privately or in the public markets, or may continue to hold the securities of Loyalist.

Loyalist’s head office is located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C1T4, Canada. Fulcrum’s head office is located at Unit 58, Basepoint Business Centre, Isidore Road, Bromsgrove Enterprise Park, Worcestershire, B60 3ET, England.

To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see Loyalist’s profile on the SEDAR+ website: www.sedarplus.ca.

For further information and to obtain a copy of the early warning report, please contact: Ryan Mee, Chief Executive Officer, at +447540421208

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