2025-05-29 20:30 ET - News Release

Mr. Graydon Kowal reports

GUARDIAN ENTERS INTO TERM LOAN AGREEMENTS WITH AFFILIATED CORPORATIONS

Guardian Exploration Inc. has entered into term loan agreements with Deckland Inc. and Guardian Helicopters Inc. (GHI).

As previously announced by the corporation on Nov. 10, 2022, the corporation and the lenders are currently parties to a loan agreement with respect to a revolving loan to be used by the corporation to finance working capital requirements. The corporation has rolled $442,097 of the amount previously loaned by Deckland under the revolving loan agreement into a term loan having a principal amount of $442,097 and $745,605 of the amount previously loaned by GHI under the revolving loan agreement into a separate term loan having a principal amount of $745,605.

Term loans mature three years after issuance (subject to amendment by mutual agreement of the parties) and bear interest of 15 per cent per annum, payable on the maturity date. Indebtedness under the term loan agreements is secured on the mineral assets of the corporation and by a general security agreement on the personal property of the corporation.

In connection with the term loans, the corporation has issued 7,368,283 non-transferable warrants to Deckland and 12,426,750 warrants to GHI. Each warrant is exercisable into one common share of the corporation until the earlier of three years or the maturity date, at an exercise price of six cents per share. The common shares issuable upon exercise of the warrants will be subject to a hold period of four months and one day commencing the date the warrants are issued.

The lenders are both Alberta-based private corporations that are wholly owned by Graydon Kowal, the president, chief executive officer and a director of the corporation. The term loans are considered related party transactions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The corporation relied upon the exemptions from the minority shareholder approval and valuation requirements set out in sections 5.7(1)(a) and 5.5(a), respectively, of MI 61-101. The term loan agreements were approved by the nanimous resolution of the disinterested directors of the corporation. Mr. Kowal abstained from voting in respect of the resolution. The corporation has today filed a material change report in accordance with MI 61-101 in connection with the completion of the transaction.

About Guardian Exploration Inc.

Guardian is a TSX Venture Exchange-listed company in the business of oil and gas, as well as mineral exploration and development. Guardian's prospects include the Mount Cameron property, located in Yukon's Mayo mining district, mineral claims located on southern Dall Island, southeastern Alaska, known as the Kaigani claims, and the Sundog claims, located in Nunavut.

© 2025 Canjex Publishing Ltd. All rights reserved.