VANCOUVER, BC, Jan. 8, 2025 /CNW/ - Palisades Goldcorp Ltd. (the "Company" or "Palisades") (TSXV: PALI) is pleased to announce that on December 31, 2024, Radio Fuels Energy Corp. ("Radio Fuels") filed and commenced delivery of the notice of meeting and management information circular of Radio Fuels (the "Circular") and related materials for the annual and special meeting of shareholders of Radio Fuels (the "Meeting") to be held on January 30, 2025. At the Meeting, Radio Fuels shareholders will be asked to approve, among other things, the proposed business combination between Palisades and Radio Fuels pursuant to the arrangement agreement entered into between the parties on December 9, 2024 (the "Arrangement Agreement") whereby Palisades will acquire 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").
Under the terms of the Arrangement Agreement, each Radio Fuels Share will be exchanged for 0.060538 of a Palisades common share (each a "Palisades Share"). Upon completion of the Transaction, existing Palisades shareholders and former Radio Fuels shareholders will own approximately 76% and 24%, respectively, of the issued and outstanding Palisades Shares.
Further Transaction Details:
For further information regarding the Transaction, please see the joint news release filed by Palisades and Radio Fuels on December 10, 2024, and the Circular, which contains detailed information regarding the Transaction. In addition to the approval of the Radio Fuels shareholders, completion of the Transaction is subject to receipt of TSX Venture Exchange (the "TSXV") approval, court approvals and other customary closing conditions.
The Circular is available on Radio Fuels' SEDAR+ profile at www.sedarplus.ca.
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 TSXV 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).
About Radio Fuels Energy Corp.
Radio Fuels is a junior natural resource company focused on providing exposure to uranium and other commodities through the investment, acquisition, exploration, and development of projects and companies.
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 the proposed terms and timing of the Transaction, the proposed benefits of the Transaction, the holding of the Meeting, the satisfaction of conditions precedent of the Transaction, the timing, receipt and anticipated effects of court and regulatory approvals for the Transaction, Palisades' future outlook and the completion of the Transaction. 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, Palisades or Radio Fuels' failure to complete the Transaction, the failure of Radio Fuels shareholders to approve the Transaction, and the failure of the TSXV to approve the Transaction. 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.
