Founding and Capitalization

CORPORATE CHARTER

Fremont Gold Ltd. was founded in 2017 through a reverse takeover (RTO) of Palisades Ventures Inc.  The two private acquiring partners are the companies 1027344 B.C. Ltd. and Intermont Exploration, LLC.  These entities hold the rights to the Hurricane and Goldrun gold prospects.

Hurricane and Goldrun are mid-stage projects with previous drilling but no resources.  The properties are located along the prolific Battle Mountain – Eureka trend, which includes a number of world-class gold deposits, including Cortez Hills and Pipeline.

Fremont is led by the former Vice President of Business Development of Magellan Minerals, Dennis Moore as President and Chief Executive Officer.   Clay Newton, formerly of Kennecott assumes the responsibility of Vice President of Exploration.  Paul Hansed, formerly of K PMG and Magellan Minerals, shall serve part time as Chief Financial Officer, and Alan Carter, formerly with Rio Tinto, BHP Billiton and CEO of Magellan Minerals, shall serve as Chairman of the Board and advisor.

In conjunction with the RTO transaction, Fremont has raised $1.55M to capitalize drilling at Hurricane and near-term key acquisitions.

RTO TRANSACTION

The reverse takeover of Palisades Ventures has been achieved according to the following terms and conditions:

  • A 3 for 4 share rollback of Palisades Ventures
  • Palisades Ventures private placement of $0.15 Units, totaling $1.55M
  • The acquisition of 1027344 B.C. and Intermont for total consideration comprising 10.0M Palisades Ventures shares subject to standard escrow provisions
  • Following closing, Palisades Ventures now has 32.8 – 36.1M shares outstanding depending on the size of the private placement, explained below.
  • The Company will trade on the TSX-V

CAPITALIZATION

– The capital structure of Fremont Gold following the closing of the RTO transaction is as follows:

  • Common shares: 33.0M
  •  Warrants: 7.2M
  • Stock options: 2.4M
  • Fully diluted: 42.5M

– The private placement totaled $1.5M at a price of $0.15 per unit. Each unit is comprised of a common share and a half warrant. Each full warrant may be exercised at $0.25 for 24 months following closing.

-Insiders and associates control over 40% of issued and outstanding common shares

Why Nevada?

  • One of the world’s most well-endowed gold provinces
  • Multimillion ounce deposits being continually discovered •
  • Historic production of over 218M ounces Au (6,780 tonnes) and over 500M ounces Ag1
  • Annual Nevada production of 5.5M oz Au and 9M oz Ag accounting for 80% of gold produced in the USA and 5.5% of the world’s production
  • Gold mining is a major industry in Nevada with over 15,000 direct employees and 65,000 mining related jobs
  • Six distinct styles of gold mineralization: Carlin-type, epithermal vein (low and high sulfidation), skarn, porphyry copper-gold and orogenic quartz vein systems
  • Mining friendly jurisdiction, with great infrastructure, few environmental impediments and reasonable taxes