Palisades Goldcorp to Acquire Radio Fuels Energy in Major Resource Sector Merger
Vancouver, BC – December 10, 2024 – Palisades Goldcorp Ltd. (TSXV: PALI) (“Palisades”) and Radio Fuels Energy Corp. (TSXV: CAKE; OTCQB: CKEFF) (“Radio Fuels”) announced today a significant development in the resource sector: a definitive arrangement agreement to merge the two companies. This strategic move combines Palisades’ investment expertise with Radio Fuels’ extensive resource holdings, resulting in a powerful new entity poised for significant growth.
Under the agreement, each Radio Fuels share will be exchanged for 0.060538 of a Palisades common share. Post-merger, Palisades shareholders will hold approximately 76% of the combined company, while former Radio Fuels shareholders will own the remaining 24%. This transaction creates a compelling proposition for investors seeking leveraged exposure to junior resource equities.
Key Highlights of the Merger:
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Significant Financial Strength:
The combined company boasts a robust balance sheet, possessing $120 million in cash and marketable securities. This substantial financial foundation will fuel future growth and acquisition opportunities.*
Dominant Nevada Land Position:
Palisades will become the largest junior landholder in Nevada by mineral tenure, surpassing other prominent players. This strategic acquisition significantly enhances their exploration potential.*
Nevada King Goldlands Portfolio:
Radio Fuels’ Nevada King Goldlands property portfolio, already the third-largest in Nevada, brings substantial exploration upside to the combined entity, ranking behind only Nevada Gold Mines (Barrick/Newmont JV) and Kinross Gold Corp.*
Atlanta Gold Mine Royalty:
The combined company retains exposure to the Atlanta Gold Mine Project through Radio Fuels’ 3% net smelter royalty. This ensures ongoing revenue streams and participation in the project’s success.*
Uranium and Rare Earth Element Exposure:
Radio Fuels shareholders will gain exposure to Palisades’ diversified investment portfolio, while retaining unparalleled leverage to uranium and rare earth elements through Radio Fuels’ 100% ownership of the Eco Ridge Project. This project boasts an impressive NI 43-101 resource estimate: 39.9Mlbs of U3O8 Eq Indicated and 67.2 Mlbs of U3O8 Eq Inferred.Management and Board Perspectives:
Collin Kettell, Chairman & CEO of Palisades, expressed enthusiasm for the merger, emphasizing the strategic synergy and increased economies of scale that this combination brings. He highlighted the undercapitalization of junior miners despite record gold prices, presenting a unique opportunity for growth and value creation.
Philip O’Neill, CEO & Director of Radio Fuels, highlighted the significant opportunity for Radio Fuels shareholders to benefit from Palisades’ investment portfolio and the retention of Radio Fuels’ strategic Eco Ridge Project, which offers exposure to uranium and rare earth elements.
Transaction Details and Next Steps:
The boards of directors of both Palisades and Radio Fuels unanimously approved the Arrangement Agreement. An independent opinion from Fort Capital Partners confirms the fairness of the consideration offered to Radio Fuels shareholders. The transaction will proceed via a court-approved plan of arrangement and requires approval from at least two-thirds of Radio Fuels shareholders at their annual general and special meeting scheduled for January 30, 2025. Further approvals from the TSXV and other customary closing conditions must also be met. A significant portion (approximately 32.25%) of Radio Fuels shareholders have already committed to supporting the transaction.
Upon completion, expected in February 2025, Palisades will maintain its headquarters in Vancouver, BC, and the existing Palisades board of directors and senior management team will continue their roles. Complete details of the transaction are available in the Arrangement Agreement filed on SEDAR+. The Radio Fuels board of directors unanimously recommends that shareholders vote in favor of the transaction.
Company Information:
Palisades Goldcorp Ltd. is a resource investment company focused on junior mining and resource companies. They target companies with undervalued, high-quality projects, providing financial support and market expertise. Palisades is listed on the TSX Venture Exchange (PALI).
Radio Fuels Energy Corp. is a junior natural resource company focusing on uranium and other commodities through investment, acquisition, and project development. Its flagship asset is the Eco Ridge Project (see details below).
Eco Ridge Project – NI 43-101 Mineral Resource Estimate:
[Insert Table 1 from original text here, ensuring proper formatting and clarity for online presentation]. Note that the resource estimates are based on specific pricing and recovery assumptions stated in the technical report, and no significant new geological information has altered this estimate since the September 14, 2021 report. [Include a link to the full NI 43-101 report if available].
Advisors:
Legal counsel for Palisades: Blake, Cassels & Graydon LLP (Canada) and Paul, Weiss, Rifkind, Wharton & Garrison LLP (US).
Financial advisor to Radio Fuels: Fort Capital Partners.
Legal counsel for Radio Fuels: Stikeman Elliott LLP (Canada) and Dorsey & Whitney LLP (US).
This merger represents a significant development in the North American resource sector, shaping the future landscape of gold, uranium, and rare earth element exploration and investment. The combined strength of Palisades and Radio Fuels promises substantial growth and value creation for investors.
