Any Failure to Comply with This Restriction May Constitute a Violation of U.s. Securities Laws. Palisades Ventures Inc. Palisades Updates Status of Business Transaction and Non-Brokered Private Placement
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ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S.
SECURITIES LAWS.
PALISADES VENTURES INC.
PALISADES UPDATES STATUS OF BUSINESS TRANSACTION AND
NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia – April 24, 2017 – Palisades Ventures Inc. ( TSX.V: PSV) (“Palisades”
or the “ Company”) announces that further to its news rele ases dated January 4, 2017 and February 28,
2017 announcing the proposed business transaction (the “ Transaction”) with Intermont Exploration,
LLC and 1027344 B.C. Ltd., the Company has filed its initial submission and filing statement with the
TSX Venture Exchange.
The Company will not be seeking shareholder approval of the Transaction due to the following reasons:
(i) the Transaction is not a related party transaction and no other circumstances exist which may
compromise the independence of the Company or other in terested parties with respect to the Transaction;
(ii) the Company is without active operations; (iii) th e Company is not subject to a cease trade order and
will not be suspended from trading on completion of the Transaction; and (iv) shareholder approval of
any aspect of the Transaction is not required under applicable corporate or securities laws.
Concurrent with the Transaction, the Company will complete a private placement of a minimum of
6,666,666 units (the “Units”) for gross minimum proceeds of $1,000,000 and a maximum of 13,333,333
Units for gross maximum proceeds of $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 (a “Share”) and one-half of one
post-consolidation Palisades common share purchase warrant. Each whole warrant (a “ Warrant”) is
exercisable into an additional Share for a period of 24 months at a price of $0.25 per Share. If the
Company’s shares trade at a closing price equal to or greater than $0.40 for ten consecutive trading days,
then the Company may accelerate the expiry date of the Warrants by providing 30 days’ notice to the
holders.
In addition to other prospectus exemptions comm only relied on in private placements, the Private
Placement will be available to existing shareholders of the Company who, as of the close of business on
January 4, 2017, held common shares of the Compan y (and who continue to hold such common shares as
of the closing date), pursuant to the prospectus exemption set out in BC Instrument 45-534 - Exemption
from prospectus requirement for certain trades to existing security holders and in similar instruments in
other jurisdictions in Canada (the “ Existing Shareholder Exemption ”). The Existing Shareholder
Exemption limits a shareholder to a maximum inv estment of $15,000 in a 12-month period unless the
shareholder has obtained advice regarding the suitabilit y of the investment and, if the shareholder is
resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an
investment dealer in the jurisdiction. If the Compan y receives subscriptions from investors relying on the
Existing Shareholder Exemption exceeding the maximu m amount of the Private Placement, the Company
may adjust the subscriptions received on a pro-rata basis.
The Company will also make the Private Placement available to certain subscribers pursuant to BC
Instrument 45-536 - Exemption from prospectus requirement for certain distributions through an
investment dealer (the “ Investment Dealer Exemption ”). In accordance with the requirements of the
Investment Dealer Exemption, the Company confirms th at there is no material fact or material change
about the Company that has not been generally disclosed.
Palisades may pay a finder’s fee in the amount of up to 6% of the Private Placement in cash and by the
issuance of that number of warrants equal to 6% of the number of Units sold under the Private Placement,
with each warrant being exercisable to acquire one Share for a period of 24 months at a price of $0.15 per
Share.
Proceeds of the Private Placement will be used fo r a phase 1 work program on the Hurricane Project and
for general working capital. Additional information regarding the work program will be disclosed in a
Geological Report to be filed on SEDAR and summari zed in a filing statement to be prepared for
shareholders of Palisades and filed on SEDAR.
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 numbe r of conditions, including TSX-V acceptance and
confirmation from the TSX-V that no shareholder appr oval is required. 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 to be prepared in connection with
the Transaction, any information released with resp ect 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 S ervices 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 statem ents 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 gua rantees of future performance and actual results or
developments may differ materially fr om 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 capi tal 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 evaluati on of such uncertainties. We do not assume any
obligation to update any forward-looking statements except as required under the applicable laws.