TORONTO, ON / ACCESS Newswire / February 11, 2025 / Ascendant Resources Inc. (TSX:ASND) ("Ascendant" or the "Company") is pleased to announce closing of the first tranche ("First Tranche(TSX:ASND) ("Ascendant" or the "Company") is pleased to announce closing of the first tranche ("First Tranche") of the private placement (the "Placement") previously announced on February 3, 2025 in connection with the arrangement agreement (the "Arrangement Agreement") it entered into with Cerrado Gold Inc. ("Cerrado"), whereby Cerrado has agreed to acquire all of the issued and outstanding common shares of Ascendant (each an "Ascendant Share") by way of a plan of arrangement (the "Arrangement"). Under the First Tranche, the Company has issued 45,047,617 Ascendant Shares at the price of C$0.0525 per Ascendant Share for gross proceeds of approximately C$2.365 million through a combination of cash and the satisfaction of outstanding debt. The Company is also pleased to announce that additional shareholders of Ascendant have entered into binding voting support agreements, pursuant to which they have agreed to vote their Ascendant Shares in favour of the Arrangement.
Assuming completion of the second tranche, Ascendant expects that the Placement will effectively raise aggregate gross proceeds for Ascendant in the amount of C$3,292,972, through a combination of cash and the satisfaction of accrued interest owing, in exchange for the issuance of approximately 62,723,273 Ascendant Shares to be issued at C$0.0525 per Ascendant Share.
The Company's press release dated February 3, 2025 provides further details regarding the proposed Arrangement. Additional details regarding the Placement and the current level of shareholder support subject to voting support agreements or similar written indications of support are included below.
Cerrado Placement
The First Tranche included the issuance of 17,142,856 Ascendant Shares to Cerrado for gross proceeds in cash of approximately C$900,000. Prior to closing the First Tranche, Cerrado held 16,417,625 Ascendant Shares, representing approximately 8.78% of the issued and outstanding Ascendant Shares (on a non-diluted basis). Following closing of the First Tranche, Cerrado now holds in aggregate 33,560,481 Ascendant Shares representing approximately 14.5% of the issued and outstanding Ascendant Shares (on a non-diluted basis).
The cash proceeds from Cerrado's participation in the Placement are expected to enable Ascendant to further advance its ongoing development of the Lagoa Salgada project in Portugal and to fund certain other short term payable obligations and for general corporate purposes, including certain transaction-related costs, during the interim period of the Arrangement.
Sprott Placement
Pursuant to the First Tranche, an affiliate of Sprott Streaming ("Sprott") converted a portion of the deferred interest owing by Ascendant (the "Deferred Interest") to Sprott under a secured note into Ascendant Shares at a deemed price of C$0.0525 per Ascendant Share.
The total Deferred Interest amounts to approximately US$1,660,172 which is equal to approximately C$2,392,972 at an exchange rate of C$1.4414:US$1.00. The conversion of the total Deferred Interest at C$0.0525 per Ascendant Share will result in the issuance of approximately 45,580,417 Ascendant Shares (the "Deferred Interest Shares") to Sprott in full satisfaction of the total outstanding Deferred Interest.
Under the First Tranche, Sprott was issued 27,904,761 Deferred Interest Shares as consideration for the payment and satisfaction of C$1,464,999.95 (US$1,016,372.94) of Deferred Interest.
Prior to closing the First Tranche, Sprott owned and controlled 18,482,411 Ascendant Shares, representing approximately 9.9% of the issued and outstanding Ascendant Shares (on a non-diluted basis). As a result of the First Tranche, Sprott now holds 46,387,172 Ascendant Shares representing approximately 19.9% of the issued and outstanding Ascendant Shares.
The conversion of the remaining Deferred Interest into Deferred Interest Shares will result in Sprott acquiring ownership and control over more than 20% of the outstanding Ascendant Shares, and is subject to shareholder approval, in accordance with TSX rules, which will be sought at the same special meeting of Ascendant shareholders that will be called to consider the Arrangement. In accordance with TSX rules, the following Ascendant Shares will be excluded from voting on the resolution to approve the issuance of the remaining Deferred Interest Shares that would result in Sprott acquiring ownership and control over more than 20% of the outstanding Ascendant Shares: the 17,142,856 Ascendant Shares acquired by Cerrado under the First Tranche; and all 46,387,172 Ascendant Shares currently owned by Sprott (including the Deferred Interest Shares acquired under the First Tranche).
Sprott's participation in the Placement improves Ascendant's current financial situation by extinguishing a significant portion of Ascendant's short-term payables in respect of the Deferred Interest without deploying any cash resources.
All Ascendant Shares issued in connection with the Placement are subject to a hold period of four months and one day in accordance with applicable securities legislation.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Additional Voting Support for the Arrangement
Subsequent to the Company's announcement on February 3, 2025, additional holders of Ascendant Shares have entered into voting support agreements with Cerrado, pursuant to which they have agreed to vote their Ascendant Shares in favour of the Arrangement, subject to certain customary conditions. As of the date hereof, holders representing in aggregate 27.8% of the issued and outstanding Ascendant Shares, including Ascendant's directors and officers and Sprott, as well as other shareholders, have entered into binding voting support agreements, pursuant to which they have agreed to vote their Ascendant Shares in favor of the Arrangement. In addition, shareholders with an aggregate of 11.7% of the currently issued and outstanding Ascendant Shares have provided written non-binding indications of support for the Arrangement, and Cerrado currently owns approximately 14.5% of the Ascendant Shares which it will be entitled to vote in respect of the Arrangement. As of the date hereof, the total number of shares held by shareholders that have signed voting support agreements or provided written non-binding indications of support, together with the Ascendant Shares held by Cerrado, represent, in aggregate, approximately 54% of the current issued and outstanding Ascendant Shares (on non-diluted basis), all of which are expected to vote for the Arrangement at the Ascendant Special Meeting. Assuming closing of the second tranche of the Placement with Sprott, the total number of shares held by shareholders that have signed binding voting support agreements or provided written non-binding indications of support, together with the Ascendant Shares held by Cerrado, are expected to represent, in aggregate, approximately 58.2% of the issued and outstanding Ascendant Shares (on non-diluted basis), all of which are expected to be voted for the Arrangement at the special meeting of Ascendant shareholders.
About Ascendant
Ascendant Resources is a Toronto-based mining company focused on the exploration and development of the highly prospective Lagoa Salgada VMS project located on the prolific Iberian Pyrite Belt in Portugal. The Lagoa Salgada project is a high-grade polymetallic project, demonstrating a typical mineralization endowment of zinc, copper, lead, tin, silver, and gold. Extensive exploration upside potential lies both near deposit and at prospective step-out targets across the large 7,209-hectare property concession.
Located just 80km from Lisbon and surrounded by exceptional infrastructure, Lagoa Salgada offers a low-cost entry to a significant exploration and development opportunity, already showing its mineable scale and cashflow generation potential.
Ascendant currently holds an 80% interest in the Lagoa Salgada project through its position in Redcorp - Empreendimentos Mineiros, Lda, ("Redcorp"). The Company's common shares are principally listed on the Toronto Stock Exchange under the symbol "ASND". For more information on Ascendant, please visit our website at http://www.ascendantresources.com/.
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.com.
For further information, contact:
Mark Brennan
Executive Chairman, Founder
Mike McAllister
Vice President, Investor Relations
Tel: +1-647-805-5662
mmcallister@ascendantresources.com
Forward-Looking Information
This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements contained in this press release include, without limitation, statements regarding the business, the Lagoa Salgada project, the proposed Arrangement and related matters, including the second tranche of the Placement. In making the forward-looking statements contained in this press release, Ascendant has made certain assumptions, including, but not limited to closing of the second tranche of the Placement with Sprott, the level of support by Ascendant shareholders and number of Ascendant Shares expected to be voted in favour of the Arrangement, shareholder approval being sought by the Company at the same special meeting of shareholders at which the Arrangement will be considered and that such approval will be obtained in order to permit the second tranche closing with Sprott, the ability of Ascendant to pay down current short term payables, the intended use of proceeds, the Company's ability to fund operations, exploration and optimization activities and the results of such activities at the Lagoa Salgada Project, the ability of the Company to advance the Lagoa Salgada Project, and the ability of the Company to continue to fund operations during the interim period of the proposed Arrangement. Although Ascendant believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Ascendant disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise. Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the risks described under the heading "Risks Factors" in the Company's Annual Information Form dated March 31, 2024 and under the heading "Risks and Uncertainties" in the Company's most recent Management's Discussion and Analysis and other risks identified in the Company's filings with Canadian securities regulators, which filings are available on SEDAR at www.sedar.com. The risk factors referred to above are not an exhaustive list of the factors that may affect any of the Company's forward-looking information. The Company's statements containing forward-looking information are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update such forward-looking information if circumstances or management's beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information.
SOURCE: Ascendant Resources, Inc.
