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Palisades Announces Closing Of $ 8,323,200 Secured Convertible Notes Non-Brokered Private Placement with Strategic Investor

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Palisades Announces Closing Of $ 8,323,200 Secured Convertible Notes Non-Brokered Private Placement with Strategic Investor

Palisades Goldcorp Ltd. (TSX-V: PALI) announces the closing of a non-brokered private placement of secured convertible notes for aggregate gross proceeds of C$8,323,200. The Company will issue two Notes, each in the principal amount of C$4,161,600. The Notes will accrue interest at 10% per annum payable every 6 months. Upon agreement of the Company and holder, the interest payment may be payable in shares of the Company.

Note 1 will be for a period of 6 months and can be extended for two additional periods of 6 months upon agreement of the Company and holder, and subject to the prior approval of TSX Venture Exchange. Note 2 will be for a period of 12 months and may be extended for an additional 12-month period upon agreement of the Company and holder, and subject to the prior approval of TSX Venture Exchange. The Notes are convertible at C$1.50 per Common Share at any time prior to maturity, the Company has the option to repay the Notes at any time prior to maturity without penalty and each Note will be secured by 6,650,000 New Found Gold Corp shares in the event that Palisades ceases to hold at least 20% of the issued and outstanding shares of NFG.

The Notes will be issued to a significant shareholder of the Company and no finder’s fees are applicable. Should the conversion of the Notes result in the holder becoming a greater than 19.9% shareholder of Palisades, the Company will be required to seek prior approval of the TSX Venture Exchange and disinterested shareholders of the Company. Net proceeds from the Notes will be used for working capital purposes.

A significant shareholder of the Company will be participating in the Offering by purchasing the Notes. The participation by the insider constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities purchased by the insider, nor the consideration for the securities paid by such insider, exceeded 25% of Palisades’ market capitalization. The Company expects that the closing of the Offering will occur within 21 days of this announcement and that it will not file a material change report in respect of the related party transaction at least 21 days before the closing. The Company deems this circumstance reasonable in order to complete the Offering in an expeditious manner. The Offering has been unanimously approved by the Company’s board of directors. Further information regarding the interest in the Offering of the significant shareholder and the effect that the Offering will have on their percentage of securities of the Company will be provided once finalized.

The Notes and all Common Shares of the Company issued pursuant to conversion of the Notes will have a hold period of four months and one day from the date of issuance of the Notes.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States.

 

About Palisades Goldcorp Ltd.

Palisades Goldcorp Ltd. is a resource investment company focused on junior companies in the resource and mining sector. Palisades seeks to acquire equity participation in pre-initial public offering and early-stage public resource companies with undeveloped or undervalued high-quality projects. Palisades focuses on companies that are in need of financial resources to realize their full potential, are undervalued in capital markets, and/or operate in jurisdictions with low to moderate local political risk. Palisades expects to continue to make investments, pursuant to its dual investment strategy, to achieve broad sector exposure with upside in the event of appreciation in mineral commodities prices, while also providing the potential to realize appreciation in net asset values as a result of discoveries by issuers in which Palisades holds larger positions. Palisades is listed on the TSX Venture Exchange under the stock symbol “PALI”. Palisades holds a diverse portfolio of securities and derivatives, among which it holds a 21.62% interest in New Found Gold Corp. (TSX-V: NFG).

Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.

Posted May 21, 2025

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