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. Announcement • Dec 12
Palisades Goldcorp Ltd. (TSXV:PALI) entered into an agreement to acquire 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 10, 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.
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.
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. 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. Announcement • Dec 06
Radio Fuels Energy Corp., Annual General Meeting, Jan 30, 2025 Radio Fuels Energy Corp., Annual General Meeting, Jan 30, 2025. Location: british columbia, vancouver Canada Recent Insider Transactions • Nov 29
Insider recently bought CA$2.0m worth of stock On the 20th of November, Collin Kettell bought around 18m shares on-market at roughly CA$0.11 per share. This transaction amounted to 94% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought CA$2.5m more in shares than they have sold in the last 12 months. New Risk • Nov 28
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: CA$12.0m (US$8.56m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks High level of non-cash earnings (2,616% accrual ratio). Revenue is less than US$1m. Market cap is less than US$10m (CA$12.0m market cap, or US$8.56m). Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Shareholders have been diluted in the past year (8.2% increase in shares outstanding). Announcement • Nov 22
Radio Fuels Energy Corp. (CNSX:CAKE) completed the acquisition of NV King Goldlands Inc. Radio Fuels Energy Corp. (CNSX:CAKE) entered into a definitive agreement to acquire NV King Goldlands Inc. on August 26, 2024. Following completion of the transaction, Radio Fuels's board of directors is expected to consist of Radio Fuels current board of directors. Management of the Radio Fuels will continue to be led by Radio Fuels current senior management team. NV King Shareholder would be entitled to receive approximately 8.73 Consideration Shares for each NV King Share held. The transaction is subject to approval of merger agreement by target board, approval of offer by acquirer board, approval of offer by target shareholders, approval by regulatory board / Committee, listing / approval of new shares on stock exchange and subject to court approval. The respective boards of directors of Radio Fuels and NV King have unanimously approved the agreement and the terms of the transaction. As of November 13, 2024, NV King Goldlands' shareholders approved the arrangement agreement with Radio Fuels Energy Corp. The Transaction is expected to close in Q4 2024.
Radio Fuels Energy Corp. (CNSX:CAKE) completed the acquisition of NV King Goldlands Inc. on November 20, 2024. Transaction was approved by the Supreme Court of British Columbia on November 18, 2024. Announcement • Oct 08
Radio Fuels Energy Corp., Annual General Meeting, Dec 19, 2024 Radio Fuels Energy Corp., Annual General Meeting, Dec 19, 2024. Location: british columbia, north vancouver Canada New Risk • Sep 02
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 8.2% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Earnings have declined by 72% per year over the past 5 years. Revenue is less than US$1m. Minor Risks Share price has been volatile over the past 3 months (13% average weekly change). Shareholders have been diluted in the past year (8.2% increase in shares outstanding). Market cap is less than US$100m (CA$21.7m market cap, or US$16.1m). Announcement • Sep 01
Radio Fuels Energy Corp. announced that it has received CAD 1.5 million in funding On August 30, 2024, Radio Fuels Energy Corp. closed the transaction. No finders' fees were applicable to the private placement. All shares issued pursuant to the private placement are subject to a statutory hold period expiring Dec. 31, 2024, being the date that is four months and a day from the date of issuance. Announcement • Aug 27
Radio Fuels Energy Corp. (CNSX:CAKE) entered into a definitive agreement to acquire NV King Goldlands Inc. Radio Fuels Energy Corp. (CNSX:CAKE) entered into a definitive agreement to acquire NV King Goldlands Inc. on August 26, 2024. Following completion of the transaction, Radio Fuels's board of directors is expected to consist of Radio Fuels current board of directors. Management of the Radio Fuels will continue to be led by Radio Fuels current senior management team. As NV King Shares are not currently listed on any public stock exchange, the transaction will provided NV King shareholders with Radio Fuels Shares that are CSE listed. King Shares will be exchanged for common shares of Radio Fuels.
The transaction is subject to approval of merger agreement by target board, approval of offer by acquirer board, approval of offer by target shareholders, listing / approval of new shares on stock exchange and subject to court approval. The respective boards of directors of Radio Fuels and NV King have unanimously approved the agreement and the terms of the transaction. The Transaction is expected to close in Q4 2024. Announcement • Aug 23
Radio Fuels Energy Corp. announced that it expects to receive CAD 1.5 million in funding Radio Fuels Energy Corp. announced a a non-brokered private placement to issue 11,538,462 common shares at an issue price of CAD 0.13 per share for the gross proceeds of CAD 1,500,000.06 on August 22, 2024. . The payment of finder’s fees in connection with the Private Placement is not anticipated. Closing of the Private Placement scheduled for August 30, 2024, is subject to regulatory approval, including the acceptance of the Canadian Securities Exchange. All Shares to be issued pursuant to the Private Placement will be subject to a statutory hold period of four months from the date of issuance. The payment of finder’s fees in connection with the Private Placement is not anticipated. New Risk • May 01
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Canadian stocks, typically moving 13% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Earnings have declined by 75% per year over the past 5 years. Revenue is less than US$1m. Minor Risks Share price has been volatile over the past 3 months (13% average weekly change). Market cap is less than US$100m (CA$18.0m market cap, or US$13.1m). Recent Insider Transactions • Mar 18
CEO & Director recently bought CA$152k worth of stock On the 15th of March, Philip O'Neill bought around 1m shares on-market at roughly CA$0.15 per share. This trade did not impact their existing holding. This was the largest purchase by an insider in the last 3 months. This was Philip's only on-market trade for the last 12 months. Board Change • Mar 01
High number of new and inexperienced directors There are 3 new directors who have joined the board in the last 3 years. The company's board is composed of: 3 new directors. No experienced directors. No highly experienced directors. Independent Chairman Jack Campbell is the most experienced director on the board, commencing their role in 2021. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Recent Insider Transactions • Dec 13
Independent Director recently bought CA$235k worth of stock On the 8th of December, Collin Kettell bought around 2m shares on-market at roughly CA$0.13 per share. This transaction amounted to 11% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought CA$562k more in shares than they have sold in the last 12 months. Announcement • Nov 11
Radio Fuels Energy Corp., Annual General Meeting, Dec 29, 2023 Radio Fuels Energy Corp., Annual General Meeting, Dec 29, 2023. New Risk • Nov 01
New major risk - Revenue and earnings growth Earnings have declined by 71% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (18% average weekly change). Earnings have declined by 71% per year over the past 5 years. Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (CA$22.2m market cap, or US$16.0m). Announcement • Sep 12
Radio Fuels Energy Corp. Announces the Resignation of Denis Laviolette as Director Radio Fuels Energy Corp. announced the resignation of Denis Laviolette as a director of the Company. Announcement • Sep 05
Radio Fuels Energy Corp. Announces CFO Changes Radio Fuels Energy Corp. announced that the board of directors has appointed Bassam Moubarak as Chief Financial Officer of the Company. Mr. Moubarak is a seasoned senior executive with over 15 years' experience in the mining industry. Mr. Moubarak currently serves as Chief Financial Officer of Palisades Gold Corp, Chief Financial Officer and Director of Freeman Gold Corp. and Chief Financial Officer of Nevada King Gold Corp. Mr. Moubarak was Executive Vice President, CFO and Director of Gold X Mining Corp. where he played a pivotal role in the sale of the company to Gran Colombia Gold Corp. for $365 million and in raising over $35 million to acquire the option on the Toroparu project. Prior to that, Mr. Moubarak was CFO of Lithium X Energy Corp. where he played a key role in its sale to NextView New Energy Lion Hong Kong Limited for $265 million. Prior to that, Mr. Moubarak was CFO of Goldrock Mines Corp. where he was instrumental in its sale to Fortuna Silver Mines Inc. for $180 million. He was CFO of Petaquilla Minerals Ltd. where he was responsible for raising more than $120 million to develop and bring into production the Molejon Gold Mine. He also played a major role in the sale of Petaquilla Copper Ltd. to Inmet Mining Corporation for $400 million and negotiated the sale of Golden Arrow Resources Corporation's 1% net smelter royalty on Gualcamayo Gold Mine to Premier Royalty Inc. for $17.75 million. Furthermore, Mr. Moubarak has advised on several structuring transactions which include private company mergers and acquisitions, go public transactions and launching new mining ventures. Mr. Moubarak is a Chartered Professional Accountant and was previously a senior manager with the international accounting firm Deloitte LLP, where he led audits of public companies and oversaw SOX 404 implementations with specific emphasis on the mining industry. The appointment of Mr. Moubarak follows the resignation of Arvin Ramos as Chief Financial Officer. The Company would like to thank Mr. Ramos for his contributions and wishes him well on his future endeavours. Announcement • May 25
Radio Fuels Energy Corp. Appoints Collin Kettell to the Board of Directors Radio Fuels Energy Corp. announced the appointment of Collin Kettell to the board of directors of the Company. Mr. Kettell is a co-founder of New Found Gold Corp. and of Palisades Goldcorp Ltd. As Chairman and Chief Executive Officer of New Found Gold Corp., a Canadian resource investment company, Mr. Kettell is responsible for developing the strategic plan for the discovery, financing and continued exploration of the Queensway Project. In his role as Chairman and Chief Executive Officer of Palisades Goldcorp Ltd., Mr. Kettell has been the driving force behind its inception, leading to its current stature as a multi-hundred-million-dollar investment company, while incubating and developing several companies under the Palisades Goldcorp Ltd. umbrella. Mr. Kettell is an active participant in the resource sector as an investor and company builder, focused on the discovery of mineral deposits both in Canada and the United States. He is Founder and Chief Executive Officer of Nevada King Gold Corp., founder of Radio Fuels Energy Corp., co-founder of EarthLabs Inc. (previously Goldspot Discoveries), and co-founder and director of Golden Planet Mining Corp. Recent Insider Transactions • May 20
Insider recently bought CA$311k worth of stock On the 15th of May, Collin Kettell bought around 3m shares on-market at roughly CA$0.11 per share. This transaction amounted to 22% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. This was the only on-market transaction from insiders over the last 12 months. Board Change • Nov 16
No independent directors There are 3 new directors who have joined the board in the last 3 years. Of these new board members, none were independent directors. The company's board is composed of: 3 new directors. No experienced directors. No highly experienced directors. No independent directors (3 non-independent directors). Chairman of the Board Jack Campbell is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Lack of experienced directors. Announcement • Oct 20
Radio Fuels Energy Corp., Annual General Meeting, Dec 20, 2022 Radio Fuels Energy Corp., Annual General Meeting, Dec 20, 2022. Board Change • Apr 27
No independent directors There are 3 new directors who have joined the board in the last 3 years. Of these new board members, none were independent directors. The company's board is composed of: 3 new directors. No experienced directors. No highly experienced directors. No independent directors (3 non-independent directors). Chairman of the Board Jack Campbell is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Lack of experienced directors. Announcement • Dec 30
Radio Fuels Energy Corp. (CNSX:CAKE) entered into an agreement to acquire an additional Mining Property in the District of Algoma, Elliot Lake, Ontario from 2362516 Ontario Inc. for CAD 0.08 million. Radio Fuels Energy Corp. (CNSX:CAKE) entered into an agreement to acquire an additional Mining Property in the District of Algoma, Elliot Lake, Ontario from 2362516 Ontario Inc. for CAD 0.08 million on December 14, 2021. As consideration for the acquisition, Radio Fuels Energy issued 2,000,000 Common Shares at a deemed price of CAD 0.34 per Common Share. Board Change • Dec 23
No independent directors There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 3 experienced directors. 3 highly experienced directors. No independent directors (7 non-independent directors). President, CEO, Corporate Secretary & Director Daniel Nauth was the last director to join the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment.