Millbrook Minerals Inc. signed a letter of intent to acquire Loyalist Exploration Limited (CNSX:PNGC) for CAD 2 million in a reverse merger transaction on June 4, 2024. The LOI provides that the Millbrook shareholders will initially receive 200,000,000 common shares in the resulting amalgamated company (?Amalco?) and the Loyalist shareholders will receive 190,531,368 common shares of Amalco. It is contemplated that there may be a consolidation of shares of Amalco on a post financing basis of up to one post-consolidated share for every 15 pre-consolidated shares. Loyalist Exploration intends to complete an initial private placement of up to CAD 350,000.

The LOI requires the Company to pay Millbrook CAD 50,000 cash upon closing of the Offering. The Offering is a non-brokered private placement financing of up to 70,000,000 common shares (the ?Shares?) of the Company at a price of CAD 0.005 per Share for proceeds of up to CAD 350,000. The proceeds of the Offering will be used for working capital and general and administrative purposes and the costs of completing the Amalgamation. The transaction is subject to receipt of required approvals and consents, including without limitation, the approval of the board of directors and shareholders of both companies and any required regulatory or stock exchange approvals.