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 ce rtain 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 h as 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 go ld 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 wil l 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 Vendet ta 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 Pr esident 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 di rector 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 bec ame 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 Vent ure 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 experienc e as an exploration geologist. Orig inally

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 be ing 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 Inter mont 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 his torically 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 T ransaction 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 complet e 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 T ransaction 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 sta tements. 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.