Palisades Goldcorp Ltd. (TSXV: PALI) (the ‘Company’ or ‘Palisades’) is pleased to announce that its subsidiary, Made in America Gold Corp. (‘MIAG’), has successfully completed the acquisition of Undercover Gold Inc. (‘Undercover’), for the South Cortez and South Tonkin properties. Undercover was founded by NewQuest Capital Inc. (‘NewQuest’) which is led by an industry-recognized exploration team that has structured numerous earn-in joint venture deals with major mining companies across a global portfolio of exploration projects. Property details for MIAG’s ten district-scale projects can be found on the new company website, madeinamericagold.com.
The newly acquired properties target classic Carlin-type gold mineralization within the Lower Plate of the Robert’s Mountain thrust, a geological setting synonymous with Nevada’s largest discoveries. While the Cortez district has a long history of production, the South Cortez and South Tonkin blocks remain remarkably under-explored, particularly at depth. Existing technical data, including seismic and aeromagnetic surveys, and historical drilling, indicates that favorable lower-plate host rock stratigraphy resides at accessible depths of less than 400 meters. MIAG is now positioned to leverage an extensive database to test high-priority targets that have seen limited exploration compared to neighboring major-operated land packages.
Justin Daley, CEO of MIAG, stated: ‘The closing of the South Cortez and South Tonkin acquisition marks a transformative milestone for MIAG. By integrating these projects into our portfolio, we are easily the biggest junior company landholder in Nevada, controlling roughly 800 km² of the state’s most productive and prospective gold trends. These projects don’t just add acreage, they represent newly consolidated claim groups just six kilometers south of the Tier 1 Goldrush and Fourmile deposits. With favorable lower-plate geology confirmed at shallow depths and a wealth of historic data already in hand, we are positioned to unlock value in part of a district that has already proven to host 10-million-ounce-plus deposits. Our focus now shifts to integrating data, advancing our own exploration programs, and delineating high-priority targets that have remained under-explored for far too long.’
South Cortez and South Tonkin Projects
MIAG’s acquisition of the South Cortez and South Tonkin mineral properties expands its Battle Mountain–Eureka portfolio by approximately 73 km2, further establishing the entity as the biggest junior mineral claim holder in Nevada. These properties are located along trend with world-class deposits including Pipeline, Cortez Hills, and Goldrush, which have collectively produced or contain over 60 million ounces of gold*. MIAG now controls ~800 km², with each project adjacent to major deposits and mines operated by Nevada Gold Mines, SSR Mining, McEwen Mining and I-80 Gold, (see Figure 1).
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* ‘Technical Report on the Cortez Complex, Landers and Eureka (NI 43-101)’ – dated 31 December 2021, ‘Nevada Gold Mines Investor Day 2021 — Resources (inclusive of reserves) and reserves summary’, ‘Barrick Annual Report 2024 – Mineral Reserves & Resources, attributable gold reserves of 89 million ounces at 2.71 g/t in North America region’, and ‘Fourmile 2025 Preliminary Economic Assessment Summary of Results.’ |
Transaction Terms
MIAG and Undercover entered into a definitive share purchase agreement pursuant to which MIAG acquired all the outstanding shares of Undercover, subject to customary terms and conditions for a transaction of this nature, including acceptance by the TSX Venture Exchange, and other standard closing deliverables set out in the definitive agreement. As consideration, Undercover shareholders received a total of 1,642,710 common share of MIAG, representing 10% equity interest in MIAG upon closing. The transaction closed on February 18, 2026.
All existing royalties and option agreements related to the South Cortez and South Tonkin properties remained in place. In addition, certain claims within the South Cortez and South Tonkin claim blocks that are 100% owned by Undercover are subject to a 1.75% net smelter royalty (‘NSR‘) retained by NewQuest.
Immediately before the transaction closing, Palisades put in place and retained a 1.75% NSR on all 100% owned MIAG claims and projects (excluding South Cortez and South Tonkin) by forming a new subsidiary to hold such NSR interests for the sole benefit of Palisades shareholders. Additionally, the 3.0% NSR on Nevada King Gold Corp.’s Atlanta Gold Mine Project previously held by Palisades in the MIAG entity was transferred to the newly formed subsidiary for the sole benefit of Palisades shareholders.
Qualified Person
The scientific and technical information contained in this news release has been reviewed and approved by Justin Daley, P.Geo., who is a ‘Qualified Person’ as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects. The Qualified Person has verified the data disclosed herein to the extent possible, including reviewing publicly available information and technical documentation. No independent sampling, analytical or site verification has been undertaken at this stage.
About Palisades Goldcorp Ltd.
Palisades Goldcorp Ltd. is a resource investment company focused on junior companies in the resource and mining sector. Palisades seeks to acquire equity participation in pre-initial public offering and early-stage public resource companies with undeveloped or undervalued high-quality projects. Palisades focuses on companies that are in need of financial resources to realize their full potential, are undervalued in capital markets, and/or operate in jurisdictions with low to moderate local political risk. Palisades expects to continue to make investments, pursuant to its dual investment strategy, to achieve broad sector exposure with upside in the event of appreciation in mineral commodities prices, while also providing the potential to realize appreciation in net asset values as a result of discoveries by issuers in which Palisades holds larger positions. Palisades is listed on the TSXV under the stock symbol ‘PALI’. Palisades holds a diverse portfolio of securities and derivatives, among which it holds a 9% interest in New Found Gold Corp. (TSXV: NFG).
Cautionary Statements Regarding Forward Looking Information
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, including statements regarding the anticipated terms and timing of the proposed acquisition, the expected benefits to the Company and MIAG, and future exploration or strategic activities, are forward-looking statements.
Forward-looking statements reflect the beliefs, opinions and projections of management on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. These assumptions include but are not limited to: the ability of the parties to negotiate and execute a definitive agreement on terms acceptable to all parties; the ability to obtain required regulatory, TSX Venture Exchange and third-party approvals; the availability of capital to fund planned activities; and general economic and market conditions.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied. These risks include, without limitation, the risk that the proposed transaction may not close on the terms or timelines anticipated, or at all; exploration and development risks; access to capital; permitting and regulatory risks; commodity price fluctuations; competition; title risks; and general business, economic and market conditions. There can be no assurance that forward-looking statements will prove to be accurate, and readers are cautioned not to place undue reliance on such statements. The Company does not undertake any obligation to update forward-looking statements, except as required by applicable securities laws.
Neither the TSXV nor its Regulatory Services Provider (as that term is defined in the policies of the TSXV) nor the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) has reviewed or accept responsibility for the adequacy or accuracy of this release.
SOURCE Palisades Goldcorp Ltd.
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