Palisades Announces Binding Agreement with Intermont Exploration, LLC and 1027344 B.C. Ltd.
PALISADES VENTURES INC.
PALISADES ANNOUNCES BINDING AGREEMENT WITH INTERMONT EXPLORATION, LLC AND 1027344 B.C. LTD.
Vancouver, British Columbia – January 4, 2017 – Palisades Ventures Inc. (TSX.V: PSV) (“Palisades” or the “Company”) is pleased to announce that it has entered into a binding letter agreement dated effective as of December 28, 2016 (the “Agreement”) with Intermont Exploration, LLC (“Intermont”) and 1027344 B.C. Ltd. (“1027344 B.C.”). The arm’s length Agreement sets out the terms of the proposed transaction (the “Transaction”) pursuant to which Palisades will acquire all of the issued and outstanding common shares of Intermont and 1027344 B.C., which own the rights to certain mineral projects in Nevada (the “Properties”). Intermont and 1027344 B.C. are each recently incorporated and in the business of mineral exploration. Pursuant to the TSX Venture Exchange (“TSX-V”) policies, the Transaction will be a reverse takeover for Palisades. On closing of the Transaction, Palisades will be the resulting issuer and will remain a Tier 2 resource issuer. Palisades, Intermont and 1027344 B.C. are all at arm’s length to each other and no non-arm’s length party of Palisades has any interest in Intermont, 1027344 B.C. or the Transaction.
Summary of the Transaction
Intermont Acquisition and 1027344 B.C. Acquisition
Intermont is a company incorporated pursuant to the laws of the State of Nevada and is controlled by Dennis Moore and Clay Newton. 1027344 B.C. is a company incorporated pursuant to the laws of the Province of British Columbia and is controlled by Alan Carter. After completing a 3:4 share consolidation (described below), Palisades will issue a total of 10 million common shares to the shareholders of 1027344 B.C. (3.5 million) and Intermont (6.5 million). Assuming completion of the Private Placement, no new control persons will be created as a result of the Transaction. 1027344 B.C. owns the Hurricane Project, a gold exploration project located in Lander County, Nevada. Intermont’s principal asset is the Goldrun Project, a gold exploration project located in Humbolt County, Nevada. The Goldrun Project will be the material property of Palisades upon completion of the Transaction. No loans or deposits have been, or are anticipated to be, made by Palisades in connection with the Transaction.
Conditions to closing the Transaction
The closing of the Transaction is conditional upon the following:
Consolidation
Palisades will complete a consolidation of its issued and outstanding common shares (each a “Palisades Common Share”) on a 3:4 basis (the “Consolidation”). Upon completion of the Consolidation, Palisades will have approximately 12,460,789 common shares issued and outstanding.
Private Placement
Palisades will complete a private placement of units (the “Units”) for gross minimum proceeds of CDN$1,000,000 and gross maximum proceeds of CDN$2,000,000 at a price of $0.15 per Unit (the “Private Placement”). Each Unit will consist of one post-Consolidation Palisades Common Share and one-half of one post-Consolidation Palisades Common Share purchase warrant (a “Warrant”) exercisable at a price of $0.25 for a period of 24 months. Upon exercise, each whole Warrant will entitle the holder thereof to purchase one post-Consolidation Palisades Common Share.
Palisades has agreed to pay a finder’s fee in the amount of up to: 6% of the Private Placement in cash and 6% of the Private Placement in warrants, with such warrants being convertible into post- Consolidation Palisades Common Shares for a period of two (2) years at a price of $0.15.
Proceeds of the Private Placement will be used for a phase 1 work program on the Goldrun Project to be described in a Geological Report to be submitted to the TSX-V and for general working capital. Additional information regarding the work program will be disclosed in a Geological Report to be filed on SEDAR and summarized in a disclosure document to be prepared for shareholders of Palisades and filed on SEDAR.
Palisades Board Reconstitution
On Closing of the Transaction, the board of directors of Palisades is expected to be composed of Alan Carter and Dennis Moore (see below for bios), Michael Williams and Paul Reynolds.
Michael Williams – Mr. Williams is currently President and CEO of Vendetta Mining Corp and past Chairman of Underworld Resources, which was acquired by Kinross Gold Corp. Mr. Williams has significant contacts with both retail and institutional investors and has an extensive investment banking network. He was previously Vice President of Alna Resources Ltd., a Toronto Stock Exchange listed company, where he developed and implemented all of the company’s communication and investor relations programs from 1996 through to 2004.
Paul Reynolds – Mr. Reynolds is a professional geoscientist with over 28 years of experience working in Canada, U.S.A., Bolivia, Argentina and Guyana. He specializes in the conception and management of mineral exploration ventures. Mr. Reynolds has 20 years of experience managing public companies as both a director and/or executive officer. He was formerly President, CEO and director of Central Resources Corp. and Chairman of Athlone Energy Ltd., before it was acquired by Daylight Energy Ltd. in September 2008. Mr. Reynolds is currently President and CEO of Northern Freegold Resources Ltd. and a director of Azincourt Resources Inc., Petro One Energy Corp. and TerraX Minerals Inc. Mr. Reynolds holds a B.Sc. degree from the University of British Columbia. He is a member of the Association of Professional Engineers and Geoscientists of the Province of British Columbia, a fellow of the Geological Association of Canada and a member of the Society of Economic Geologists.
Palisades Management Reconstitution
On closing of the Transaction, the management of Palisades is expected to be composed of Alan Carter
- Chairman, Dennis Moore – Chief Executive Officer, Clay Newton – Vice President Exploration, and
Paul Hansed – Chief Financial Officer and Corporate Secretary.
Alan Carter – Dr. Carter has over 25 years of experience in the minerals exploration industry. He spent seven years working for Rio Tinto Corp. in South America and the United Kingdom, most recently as Exploration Manager in Bolivia. In 1996, he became President and CEO of Balaclava Mines. Dr. Carter joined Billiton Plc in 1998 and in 2000 moved from Lima, Peru to Vancouver. Following the merger of Billiton with BHP, he assumed the role of Manager, Business Development within the BHP Billiton Exploration Group and was the Chief Operating Officer of Peregrine Diamonds Ltd. from mid-2004 to late 2006. Dr. Carter was a co-founder of both Peregrine Metals Ltd. and Cuprum Resources Ltd., and is currently a director of Peregrine Diamonds Ltd. He has a B.Sc. degree in Geology from the University of Nottingham, U.K. and a Ph.D. degree in gold geochemistry from the University of Southampton, U.K. Most recently, Dr. Carter founded Magellan Minerals Inc. (along with Dennis Moore) which was listed on the TSX Venture Exchange in early 2008 and acquired by Anfield Gold Corp. in May 2016. Anfield completed a $25 million financing immediately after the acquisition and recently completed a $32 million financing with the objective of bringing Magellan’s Coringa project into production.
Dennis Moore – Mr. Moore has over 35 years of experience as an exploration geologist. Originally working for major companies in Australia and the SW Pacific, he later became involved with several of Ross Beaty’s early companies in Bolivia, Peru and Brazil. Dennis co-founded Magellan Minerals Inc. with Dr. Carter in 2005 and remained as an officer of the company through its formative years. Mr. Moore personally discovered, vended, and drilled the 1.8M ounce Tocantinzinho deposit being developed by Eldorado Gold Corp and has been directly involved in at least 4 other gold discoveries in South America, including Amayapampa in Bolivia and, Cuiu Cuiu, Coringa and Cajuiero in Brazil. Dennis partnered with Dr. Newton in developing Intermont Exploration, LLC, a Nevada-focused generative and exploration venture.
Clay Newton – Dr. Newton is an Ex-Kennecott geologist who has 30 years of experience in mineral exploration. The bulk of his career has been devoted to targeting gold and copper deposits in Nevada. In 2014, he founded Intermont Resources LLC which has 20 mineral properties in northern Nevada currently being explored. In 2015, he founded Intermont Exploration, LLC, a precious and base metal exploration company, and Tectonex, LLC, a geological consulting firm specializing in application of tectonics and structural geology to exploration for concealed precious metal deposits.
Paul Hansed – Mr. Hansed has more than 25 years of accounting and finance experience including 8 year as CFO of Magellan Minerals Inc. from 2008 until 2016 when the company was acquired by Anfield Gold Corp., and 5 years as CFO of ECI Exploration and Mining Inc. from 2010 until 2014. Prior to joining Magellan in 2008, Mr. Hansed worked for 20 years with KPMG in Canada and Europe. He is a Chartered Professional Accountant (CA) and holds an undergraduate degree in Business Administration from Simon Fraser University.
Due Diligence, Definitive Agreement, Shareholder Approval, TSXV Approval
The closing of the Transaction is subject to the parties completing due diligence of each other, negotiating and entering into a definitive agreement, obtaining approval of the shareholders of Palisades, and obtaining TSX-V approval. The Company anticipates relying upon an exemption from the requirement to obtain a sponsor in connection with the Transaction in accordance with TSX-V policies. Further details regarding the Transaction will be set forth in a filing statement or information circular of Palisades, a copy of which will be available at www.sedar.com.
Information Regarding the Properties (see attached map)
The Hurricane Project is a gold exploration project located in Lander County, Nevada, 3km SW of Barrick’s 2Moz Hilltop deposit close to Cortez trend. Hurricane is located within the Eureka/Battle Mountain trend with good road access.
At the Goldrun Project in Humboldt County, Nevada, Intermont owns 2,794 acres of mineral rights adjacent to Newmont’s holdings in the Gold Run (Adelaide) district. The district has historically produced 30,000 ounces of gold and 530,000 ounces of silver from Tertiary epithermal vein deposits (Nevada Department of Minerals, 1991, Major Mines of Nevada 1990, Special Publication 10). The district also produced copper and zinc from Cretaceous skarn deposits. Intermont has sampled 1.9-2.6 g/t Au and >200 g/t Ag in epithermal veins on its property.
Upon completion of the Transaction, Palisades’ strategy will be to conduct exploration on its existing projects and to build a quality portfolio of gold projects in Nevada using the collective exploration expertise of the incoming management team. Further information regarding the Properties will be set forth in a filing statement or information circular of Palisades, a copy of which will be available at www.sedar.com.
Palisades Interim Chief Executive Officer
Palisades also wishes to announce that Mr. Arni Johannson has resigned as a director and Chief Executive Officer of Palisades. The directors of Palisades have appointed Mr. Gordon Steblin, the current Chief Financial Officer of Palisades, to serve as a director and as interim Chief Executive Officer until completion of the Transaction. Palisades thanks him for his assistance in negotiating the Transaction.
Halt Trading
Palisade’s shares are listed on the TSX-V under the symbol “PSV” and it is expected that its shares will remain halted until closing of the Transaction.
For further information about Palisades and the Transaction, please contact:
Gordon Steblin Palisades Ventures Inc.
2300 – 1066 West Hastings Street, Vancouver, B.C. V6E 3X2 Tel: 778 888-9710
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and Shareholder approval. The Transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement or Information Circular to be prepared in connection with the transaction, any information released with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Palisades should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange, not its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although Palisades believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.