Announcement • Feb 08
Radio Fuels Energy Corp. Common Stock to Be Deleted from OTC Equity Radio Fuels Energy Corp. Common Stock (Canada) will be deleted from OTC Equity effective February 07, 2025, due to Acquisition /Merger /Amalgamation. Announcement • Feb 07
Radio Fuels Shares Expected to Be Delisted from the Canadian Securities Exchange on February 6, 2025 Palisades Goldcorp Ltd. ("Palisades") and Radio Fuels Energy Corp. ("Radio Fuels") announced that they have closed their previously announced transaction whereby Palisades has acquired all of the issued and outstanding shares of Radio Fuels (the "Radio Fuels Shares") by way of a plan of arrangement under the Canada Business Corporations Act (the "Transaction"). The common share purchase warrants of Radio Fuels (the "Radio Fuels Warrants") and the Radio Fuels Shares are expected to be delisted from the Canadian Securities Exchange on February 6, 2025. In accordance with the terms of the Radio Fuels Warrants, each Radio Fuels Warrants will be exchanged for one common share purchase warrants of Palisades (the "Palisades Warrants") exercisable for 0.060538 of a Palisades Share. Palisades has applied to list the Palisades Warrants on the TSX Venture Exchange (the "TSXV") and the Palisades Warrants are expected to begin trading on the TSXV at the open of markets on February 10, 2025 under the ticker PALI.WT (CUSIP: 69639F118, ISIN: CA69639F1181). As a result of the Transaction, the warrant agent for the Radio Fuels Warrants, Capital Transfer Agency, ULC, resigned its position as warrant agent and was replaced by Odyssey Trust Company, the current transfer agent of Palisades. Please be advised that, effective February 6, 2025, Odyssey Trust Company will be the warrant agent and registrar for the Palisades Warrants pursuant to a supplemental warrant indenture dated February 6, 2025. No fractional shares will be issued to any holders of Palisades Warrants and any fractional share will be rounded down to the nearest whole Palisades Share. The exercise price of the Palisades Warrants will be $0.50 for each 0.060538 of a Palisades Share payable in immediately available Canadian dollars. All other terms of the Palisades Warrants will remain the same as the Radio Fuels Warrants. Holders of Radio Fuels Warrants do not need to complete a letter of transmittal or take any action in connection with the exchange of their Radio Fuels Warrants and the listing of the Palisades Warrants on the TSXV. Announcement • Feb 06
Palisades Goldcorp Ltd. (TSXV:PALI) completed the acquisition of all remaining unknown majority stake in Radio Fuels Energy Corp. (CNSX:CAKE). Palisades Goldcorp Ltd. (TSXV:PALI) entered into an agreement to acquire all remaining unknown majority stake in Radio Fuels Energy Corp. (CNSX:CAKE) on December 9, 2024. As part of the consideration, each Radio Fuels Share will be exchanged for 0.060538 of a Palisades common share. Upon completion of the Transaction, existing Palisades shareholders and former Radio Fuels shareholders will own approximately 76% and 24%, respectively, of the issued and outstanding Palisades Shares. Following completion of the Transaction, Palisades will remain headquartered in Vancouver, British Columbia. The Palisades’ board of directors is expected to consist of Palisades current board of directors. Management of Palisades will continue to be led by Palisades’ current senior management team. Sell side termination fee is CAD 0.7 million. As of January 30, 2025, the deal was approved by the shareholders of Radio Fuels. Transaction is expected to close on February 6, 2025.
The transaction is subject to approval of at least two thirds of the votes cast by the shareholders of Radio Fuels. In addition to the approval of the Radio Fuels shareholders, completion of the transaction is subject to receipt of TSX Venture Exchange approval, court approvals and other customary closing conditions. The transaction is expected to close in February 2025.
Michelle Noorani of Blake, Cassels & Graydon LLP acted as legal advisor to Palisades and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Palisades. Fort Capital Partners acted as financial advisors to the Radio Fuels special committee and board of directors. Victor Gerchikov of Stikeman Elliott LLP acted as legal advisor to Radio Fuels and Dorsey & Whitney LLP acted as legal advisor to Radio Fuels. Fort Capital Partners acted as fairness opinion provider to Radio Fuels.
Palisades Goldcorp Ltd. (TSXV:PALI) completed the acquisition of all remaining unknown majority stake in Radio Fuels Energy Corp. (CNSX:CAKE) on February 6, 2025. The common share purchase warrants of Radio Fuels and the Radio Fuels Shares are expected to be delisted from the Canadian Securities Exchange on February 6, 2025. Immediately upon completion of the Transaction, existing Palisades shareholders and former Radio Fuels shareholders held approximately 76% and 24%, respectively, of the issued and outstanding Palisades Shares and Radio Fuels became a wholly-owned subsidiary of Palisades. Palisades will apply for Radio Fuels to cease to be a reporting issuer under applicable Canadian securities laws. In connection with the completion of the Transaction, Palisades also announces that Collin Kettell has stepped down from the board of directors of Palisades and has been replaced by Bassam Moubarak, the Chief Financial Officer of Palisades. 
