Vancouver, British Columbia: NV KING GOLDLANDS INC. (“NV King” or the “Company”) announced today, that at the special meeting of its shareholders (“Shareholders”) held yesterday, its common shareholders approved the previously announced arrangement agreement with Radio Fuels Energy Corp. (“Radio Fuels”), whereby Radio Fuels will acquire, by way of court-approved plan of arrangement (the “Arrangement”), all of the issued and outstanding common shares of the Company (the “Common Shares”). Shareholders will receive that number of common shares of Radio Fuels (“Radio Fuels Shares”) that will result in the Shareholders owning, in aggregate, 40% of the issued and outstanding Radio Fuels Shares immediately after closing of the Arrangement on a non-diluted basis. If the Arrangement were completed as of today’s date, each Shareholder would receive 8.73 Radio Fuels Shares for each whole Common Share held, as set out in the Company’s joint news release with Radio Fuels on August 26, 2024.
The Arrangement required the approval of at least 662⁄3% of the votes cast by the Shareholders. At the special meeting, the Arrangement was approved by approximately 99.7% of all votes cast.
Completion of the Arrangement remains subject to closing conditions as set forth in the arrangement agreement, including final approval of the Supreme Court of British Columbia (the “Court”) and certain other regulatory approvals, including the Canadian Securities Exchange and conditions to implementing the Arrangement as set out in the arrangement agreement entered into between NV King and Radio Fuels on August 26, 2024 (the “Arrangement Agreement”). The Company anticipates returning to the Court on November 18, 2024 to seek a final order of the Court approving the Arrangement. Assuming that the conditions to closing are satisfied or waived, it is currently expected that the Arrangement will be completed on or about November 20, 2024.
Further information regarding the Arrangement is provided in the management information circular dated October 8, 2024, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website.
About NV King Goldlands Inc.
NV King Goldlands Inc. is the third largest mineral claim holder in the State of Nevada, behind Nevada Gold Mines (Barrick/Newmont) and Kinross Gold. Starting in 2016 the Company has staked large project areas hosting significant historical exploration work along the Battle Mountain trend located close to current or former producing gold mines. These project areas were initially targeted based on their potential for hosting multi-million ounce gold deposits and were subsequently staked following a detailed geological evaluation. District-scale projects in Nevada King’s portfolio include (1) the Iron Point project, located 35km east of Winnemucca, Nevada and (2) the Lewis and Horse Mountain-Mill Creek projects, both located between Nevada Gold Mines’ large Phoenix and Pipeline mines.
On Behalf of NV King Goldlands Inc.
Collin Kettell
CEO
Phone: 1 (845) 535-1486
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or” should” occur or be achieved. All statements, other than statements of historical fact, included herein, without limitation, relating to the merits of the Company’s mineral claims and NSR portfolio and the Company’s expectation of future investments and any potential appreciation thereof are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Palisades, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, liquidity, market, interest rate, currency, commodity and credit risks associated with financial instruments, and changes in commodity prices. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Palisades does not assume any obligation to update these forward-looking statements should they change, except as required by applicable securities laws.