VANCOUVER, BC, Feb. 6, 2025
/CNW/ - Palisades Goldcorp Ltd. (TSXV: PALI)
("Palisades") and Radio Fuels Energy
Corp. ("Radio Fuels") (CSE: CAKE) (OTCQB: CKEFF)
are pleased to announce that they have closed their previously
announced transaction whereby Palisades has acquired all of the
issued and outstanding shares of Radio Fuels (the "Radio Fuels
Shares") by way of a plan of arrangement under the Canada
Business Corporations Act (the "Transaction").
Collin Kettell, Founder & CEO
of Palisades, stated: "The closing of this transaction creates a
leading Canadian publicly-listed resource investment company that
is focused exclusively on junior mining. We believe that the
current imbalance between junior resources and the price of gold
will resolve itself through much higher equity prices. This
represents an opportunity for wealth creation for our shareholders
and this combination comes at the right time to take advantage of
this opportunity. The Palisades portfolio today consists of over
$130-million in resource equities,
along with additional exposure to gold through its mineral claim
package in Nevada, and exposure to
uranium through its ownership of the Eco Ridge Project. I would
like to thank all of our shareholders for their support in this
transaction. Our team looks forward to an exciting 2025 and
beyond."
Pursuant to the terms of the arrangement agreement entered into
by Palisades and Radio Fuels on December 9,
2024, each Radio Fuels Share was exchanged for 0.060538 of a
Palisades common share (each a "Palisades Share").
Immediately upon completion of the Transaction, existing Palisades
shareholders and former Radio Fuels shareholders held approximately
76% and 24%, respectively, of the issued and outstanding Palisades
Shares and Radio Fuels became a wholly-owned subsidiary of
Palisades. Palisades will apply for Radio Fuels to cease to be a
reporting issuer under applicable Canadian securities laws.
In connection with the completion of the Transaction, Palisades
also announces that Collin Kettell
has stepped down from the board of directors of Palisades (the
"Board") and has been replaced by Bassam Moubarak, the Chief Financial Officer of
Palisades. This change will allow Mr. Kettell to dedicate more time
to managing Palisades in his role as Founder and CEO, including
seeking new investment opportunities. The addition of Mr. Moubarak
to the Board will provide the Board with more Canadian-specific
experience as Palisades pursues its objectives going forward. Other
than as described, the Board and management of Palisades will not
change in relation to the Transaction.
The common share purchase warrants of Radio Fuels (the "Radio
Fuels Warrants") and the Radio Fuels Shares are expected to be
delisted from the Canadian Securities Exchange on February 6, 2025. In accordance with the terms of
the Radio Fuels Warrants, each Radio Fuels Warrants will be
exchanged for one common share purchase warrants of Palisades (the
"Palisades Warrants") exercisable for 0.060538 of a
Palisades Share. Palisades has applied to list the Palisades
Warrants on the TSX Venture Exchange (the "TSXV") and the
Palisades Warrants are expected to begin trading on the TSXV at the
open of markets on February 10, 2025
under the ticker PALI.WT (CUSIP: 69639F118, ISIN: CA69639F1181). As
a result of the Transaction, the warrant agent for the Radio Fuels
Warrants, Capital Transfer Agency, ULC, resigned its position as
warrant agent and was replaced by Odyssey Trust Company, the
current transfer agent of Palisades. Please be advised that,
effective February 6, 2025, Odyssey
Trust Company will be the warrant agent and registrar for the
Palisades Warrants pursuant to a supplemental warrant indenture
dated February 6, 2025. No fractional
shares will be issued to any holders of Palisades Warrants and any
fractional share will be rounded down to the nearest whole
Palisades Share. The exercise price of the Palisades Warrants will
be $0.50 for each 0.060538 of a
Palisades Share payable in immediately available Canadian dollars.
All other terms of the Palisades Warrants will remain the same as
the Radio Fuels Warrants. Holders of Radio Fuels Warrants do not
need to complete a letter of transmittal or take any action in
connection with the exchange of their Radio Fuels Warrants and the
listing of the Palisades Warrants on the TSXV.
In order to receive the Palisades Shares in exchange for their
Radio Fuels Shares, registered Radio Fuels shareholders must
complete, sign, date and return the Letter of Transmittal that was
mailed to each registered Radio Fuels shareholder. The Letter of
Transmittal is also available from Radio Fuels' depositary, Capital
Transfer Agency, and online under Radio Fuels' issuer profile on
SEDAR+ at www.sedarplus.ca. Non-registered holders of Radio Fuels
Shares whose Radio Fuels Shares are registered in the name of a
broker, investment dealer, bank, trust company, trustee or other
intermediary or nominee should contact that intermediary or nominee
for assistance in depositing their Radio Fuels Shares and should
follow instructions of such intermediary or nominee in order to
deposit their Radio Fuels Shares.
Further information about the Transaction is set out in the
Radio Fuels' management information circular dated December 20, 2024, which can be accessed online
under Radio Fuels' issuer profile on SEDAR+ at
www.sedarplus.ca.
Blake, Cassels & Graydon LLP acted as Canadian legal counsel
to Palisades and Paul, Weiss, Rifkind, Wharton & Garrison LLP
acted as US legal counsel to Palisades with respect to the
Transaction. Stikeman Elliott LLP acted as Canadian legal counsel
to Radio Fuels and Dorsey & Whitney LLP acted as US legal
counsel to Radio Fuels with respect to the Transaction. Fort
Capital Partners acted as financial advisors to the Radio Fuels
special committee and board of directors.
About Palisades Goldcorp Ltd.
Palisades Goldcorp Ltd. is a resource investment company focused
on junior companies in the resource and mining sector. Palisades
seeks to acquire equity participation in pre-initial public
offering and early-stage public resource companies with undeveloped
or undervalued high quality projects. Palisades focuses on
companies that are in need of financial resources to realize their
full potential, are undervalued in capital markets, and/or operate
in jurisdictions with low to moderate local political risk.
Palisades expects to continue to make investments, pursuant to its
dual investment strategy, to achieve broad sector exposure with
upside in the event of appreciation in mineral commodities prices,
while also providing the potential to realize appreciation in net
asset values as a result of discoveries by issuers in which
Palisades holds larger positions. Palisades is listed on the TSX
Venture Exchange under the stock symbol "PALI". Palisades holds a
diverse portfolio of securities and derivatives, among which it
holds a 21.64% interest in New Found Gold Corp. (TSXV: NFG).
Neither the TSXV nor its Regulatory Services Provider (as that
term is defined in the policies of the TSXV) nor the Canadian
Securities Exchange nor its Market Regulator (as that term is
defined in the policies of the Canadian Securities Exchange) has
reviewed or accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statements Regarding Forward Looking
Information
This news release contains certain "forward-looking
information" and "forward-looking statements" (collectively
"forward-looking statements") within the meaning of applicable
securities legislation. Forward-looking statements are frequently,
but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential",
"possible", and similar expressions, or statements that events,
conditions, or results "will", "may", "could", or" should" occur or
be achieved. All statements, other than statements of historical
fact, included herein, without limitation, statements relating to
future gold and equity prices, the potential benefits of the
Transaction, the listing of the Palisades Warrants on the TSXV,
proposed terms and timing of the delisting of the Radio Fuels
Shares and Radio Fuels Warrants, and the application for Radio
Fuels to cease to be a reporting issuer. There can be no assurance
that such statements will prove to be accurate, and actual results
and future events could differ materially from those anticipated in
such statements. Forward-looking statements reflect the beliefs,
opinions and projections on the date the statements are made and
are based upon a number of assumptions and estimates that, while
considered reasonable by Palisades and Radio Fuels, are inherently
subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Many factors, both
known and unknown, could cause actual results, performance or
achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied
by such forward-looking statements and the parties have made
assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation, conditions
related to the listing of the Palisades Warrant, conditions related
to the delisting of the Radio Fuels Shares and Radio Fuels Warrant,
and conditions related to Radio Fuels ceasing to be a reporting
issuer. Readers should not place undue reliance on the
forward-looking statements and information contained in this news
release concerning these items. Palisades and Radio Fuels do not
assume any obligation to update these forward-looking statements
should they change, except as required by applicable securities
laws.
SOURCE Palisades Goldcorp Ltd.
