PALISADES GOLDCORP LTD. ("PALI") ("PALI.WT")
BULLETIN TYPE: Plan of Arrangement; New Listing – Warrants
BULLETIN DATE: February 6, 2025
TSX Venture Tier 2 Company
Plan of Arrangement
TSX Venture Exchange has accepted for filing documentation pertaining to an arrangement agreement dated December 9, 2024 (the "Arrangement Agreement") between Palisades Goldcorp Ltd. ("Palisades" or the "Company") and Radio Fuels Energy Corp. ("Radio Fuels"). On February 6, 2025, pursuant to the terms of the Arrangement Agreement and a court-approved plan of arrangement (the "Plan of Arrangement") under Section 192 of the Canadian Business Corporations Act, Palisades completed the acquisition of all of the issued and outstanding common shares of Radio Fuels (the "Arrangement").
Under the Arrangement, former Radio Fuels shareholders received 0.060538 of a Palisades common share (each, a "Palisades Share") for each one Radio Fuels share (each, a "Radio Fuels Share") held.
The Exchange has been advised that Radio Fuels shareholders approved the Arrangement on January 30, 2025 at an annual and special meeting of shareholders. The Supreme Court of British Columbia approved the Plan of Arrangement on February 3, 2025 and the Arrangement closed on February 6, 2025.
New Listing – Warrants
Effective at the opening Monday, February 10, 2025, 31,903,511 warrants will commence trading on TSX Venture Exchange. The Company is classified as a 'Investment' company.
Corporate Jurisdiction:
| British Columbia
|
|
| Capitalization:
| 31,903,512 warrants, authorized by a warrant indenture dated December 6, 2021, as amended on February 6, 2025, of which 31,903,511 warrants are issued and outstanding
|
|
| Transfer Agent:
| ODYSSEY TRUST COMPANY (New)
| Trading Symbol:
| PALI.WT (New)
| CUSIP Number:
| 69639F118 (New)
|
These warrants were previously listed on the Canadian Securities Exchange ("CSE") under the symbol CAKE.WT (the "Warrants"). Following the completion of the plan or arrangement between the Company and Radio Fuels, the warrants have been adjusted and will be traded on a new CUSIP and trading symbol as noted above.
Pursuant to a supplemental warrant indenture dated February 6, 2025, on a post adjustment basis, each whole warrant is exercisable to acquire 0.060538 of a common share of the Company at an exercise price of $0.50 at any time prior to 5:00 p.m. (Toronto time) on December 6, 2026. The maximum number of issuable shares of the Company is 1,931,374.
No fractional Palisades Shares will be issued on exercise of the warrants and therefore the warrants will need to be exercised in sufficient numbers to provide for the delivery of a whole number of shares of the Company. All other material terms of the warrants remain unchanged.
No action is required by holders of warrants with respect to the adjustments above under the Plan of Arrangement.
For further information, please refer to the Company's news releases dated December 10, 2024, January 8, 2025, January 30, 2025 and February 6, 2025. |
