United States. 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
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. 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
Vancouver, British Columbia – June 20, 2017 – Palisades Ventures Inc. (TSX.V: PSV) (“Palisades”) is pleased to announce that further to its latest news release dated June 1, 2017 regarding the proposed business combination with Intermont Exploration, LLC and 1027344 B.C. Ltd. (the “Transaction”), the TSX Venture Exchange (“TSX- V”) has granted conditional approval of the Transaction.
Palisades also wishes to provide an update to certain information contained in its Filing Statement dated May 29, 2017. The Filing Statement is available on SEDAR.
Regarding the securities to be escrowed on closing of the Transaction, 9,169,600 common shares of Palisades held by principals and 830,400 common shares of Palisades held by non-principals will be placed in TSX-V Tier 2 Value Escrow. The Palisades shares placed in TSX-V Tier 2 Value Escrow will be held in escrow by CST Trust Company, which will release them as follows:
| Percentage | Release Date | |
|---|---|---|
| 10% | At the time of TSX-V Bulletin | |
| 15% | 6 months from TSX-V Bulletin | |
| 15% | 12 months from TSX-V Bulletin | |
| 15% | 18 months from TSX-V Bulletin | |
| 15% | 24 months from TSX-V Bulletin | |
| 15% | 30 months from TSX-V Bulletin | |
| 15% | 36 months from TSX-V Bulletin |
In addition, 495,270 common shares held by Paul Reynolds, a proposed director of Palisades, will be placed in TSX- V Tier 1 Value Escrow on closing of the Transaction. The Palisades shares placed in TSX-V Tier 1 Value Escrow will be held in escrow by CST Trust Company, which will release them as follows:
| Percentage | Release Date | |
|---|---|---|
| 25% | At the time of TSX-V Bulletin | |
| 25% | 6 months from TSX-V Bulletin | |
| 25% | 12 months from TSX-V Bulletin | |
| 25% | 18 months from TSX-V Bulletin |
Palisades also announces an update to the information regarding the use of funds on closing of the Transaction. Upon completion of the Transaction, Palisades expects to use its available funds as follows:
| Available Funds and Principal Uses | Time Period (Est.) | Allocation assuming | Allocation assuming | ||
|---|---|---|---|---|---|
| minimum financing, USD | maximum financing, USD | ||||
| (Est.) | (Est.) | ||||
| Estimated available funds as at April 30, 2017 | 16,028 | 16,028 | |||
| Net Proceeds from Palisades Private Placement(1) | 1,057,500 | 1,410,000 | |||
| Working Capital Deficit | Immediate | (189,000) | (189,000) | ||
| Opening Working Capital | 884,528 | 1,237,028 | |||
| General Administrative Working Capital Requirements | 12 months | 333,325 | 357,825 | ||
| Work Program on Hurricane | 12 months | 374,750 | 374,750 | ||
| Hurricane Option Payments | 12 months | 25,000 | 25,000 | ||
| Staking | 12 months | 30,000 | 30,000 | ||
| Holding Costs on Goldrun Project | 12 months | 45,000 | 45,000 | ||
| Total | 12 months | 808,075 | 832,575 | ||
| Unallocated working capital | 76,453 | 404,453 | |||
| TOTAL | 884,528 | 1,237,028 |
Note:
(1) These amounts assume that the finder’s fee of 6.0% is applicable to all Units issued.
Palisades has also filed an amended and restated technical report on the Hurricane Property to correct certain minor deficiencies. The disclosure on the Hurricane Property contained in Palisades’ Filing Statement remains correct and unchanged.
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 final acceptance from the TSX Venture Exchange. 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, 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.