PALISADES ANNOUNCES THE SETTLEMENT OF CONVERTIBLE NOTE INTO COMMON SHARES

Executive Summary

• Palisades Goldcorp Ltd. settled a C$4,161,600 secured convertible note with Tungsten III LLC by issuing 3,356,129 common shares at $1.24 per share.
• All accrued interest on the Note will be paid in cash; the settlement is pending TSX Venture Exchange approval.
• After the settlement, Michael Parker’s ownership rises to ~21.02% of Palisades’ outstanding common shares, making him a “control person” under securities law.

Key Details

• Original Note: Secured convertible note dated May 21 2025, principal C$4,161,600.
• Settlement Mechanics: Issuance of 3,356,129 common shares at $1.24 per share (conversion price adjusted from $1.50 due to a September 17 2025 return‑of‑capital transaction).
• Cash Component: All accrued aggregate interest on the Note will be paid in cash to Tungsten III LLC.
• Regulatory Condition: Settlement subject to final approval by the TSX Venture Exchange.
• Remaining Debt: One additional secured convertible note of equal principal amount (C$4,161,600) remains outstanding, convertible at $1.24 per share, maturing May 21 2026 (or extendable 12 months).
• Related‑Party Impact: Prior to settlement, Michael Parker held ~10.9 M shares (~16.91% non‑diluted); post‑settlement he will hold ~14.256 M shares (~21.02%).
• Control Person Designation: Shareholder meeting on August 27 2025 approved treating Michael Parker as a “control person” after settlement under MI 61‑101 exemptions (offering ≤25% of market cap).
• Future Ownership Scenario: If the Second Note is also settled in shares, Parker’s ownership could increase to ~17.612 M shares (~24.74%).

Notable Quotes

(No direct quotes were provided in the release.)