Palisades Expands Nevada Gold Portfolio Through Acquisition of Undercover Gold by Made in America Gold Corp.

Executive Summary

• Palisades Goldcorp’s wholly‑owned subsidiary, Made in America Gold Corp. (MIAG), has signed a non‑binding LOI to acquire Undercover Gold Inc., adding the South Cortez and South Tonkin properties (~73 km²) to MIAG’s Nevada portfolio.
• Upon closing, Undercover shareholders will receive a 10% equity interest in MIAG, valuing MIAG at an implied US$25 million post‑transaction. Closing is targeted on or before Feb 10 2026 subject to customary approvals.
• The deal expands MIAG’s landholdings to ~800 km², positioning it as the largest junior landholder in Nevada and providing strategic proximity to major gold districts (Cortez, Cortez Hills, Goldrush, Fourmile).

Key Details

• Acquisition Target: Undercover Gold Inc., owner of South Cortez and South Tonkin mineral properties (993 claims).
• Consideration: 10% equity stake in MIAG for Undercover shareholders; implied post‑transaction valuation of MIAG = US$25 million.
• Closing Timeline: On or before February 10, 2026, subject to TSX Venture Exchange acceptance, regulatory and third‑party approvals, and execution of a definitive share purchase agreement.
• Land Expansion: MIAG’s Nevada portfolio grows by ~73 km², bringing total controlled acreage to ~800 km² adjacent to assets operated by Nevada Gold Mines, SSR Mining, McEwen Mining, and I‑80 Gold.
• Royalty Structure:
• Existing NSR on a portion of South Cortez: 2–3% (buy‑down to 1%).
• Additional 1.75% royalty to NewQuest on certain wholly owned claims within South Cortez & South Tonkin.
• Palisades will retain a 1.75% NSR on all 100 % owned MIAG claims (excluding the two acquired projects) via a newly formed subsidiary for the benefit of Palisades shareholders.
• Other Transfers: A 3% NSR on Nevada King Gold Corp.’s Atlanta Gold Mine Project, currently held by Palisades in MIAG, will be transferred to the new subsidiary for Palisades shareholders.
• Qualified Person: Justin Daley, P.Geo., reviewed and approved the technical information under NI 43‑101.

Notable Quotes

“This consolidation further strengthens our footprint along one of the most productive gold trends in North America… we welcome Undercover Gold shareholders as new stakeholders in Made in America Gold.” – Justin Daley, CEO, MIAG

“Partnering with Made in America Gold represents an ideal and logical next step for the Undercover exploration assets.” – Alistair Waddell, Partner, NewQuest

Materiality Assessment: Material – Positive (the transaction materially expands Palisades/MIAG’s asset base, enhances strategic positioning, and involves a significant equity consideration.)