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• NEW 43-101 PEA EXPECTED TO ADD SIGNIFICANT SCALE AND LONGEVITY FROM PREVIOUS PEA BY USING COMBINED NORTH AND SOUTH ZONE RESOURCES
• CONFERENCE CALL FOR COMPANY UPDATE AND INTRODUCTION TO JOAO BARROS THURSDAY 12PM MAY 13TH
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TORONTO, May 11, 2021 (GLOBE NEWSWIRE) -- Ascendant Resources Inc. (TSX: ASND) ("Ascendant" or the "Company") is pleased to announce that it has completed a C$3,900,000 non-brokered private placement of secured non-convertible debenture units (the "Private Placement").
The Company intends to use the proceeds from the Private Placement to continue with detailed metallurgical test work and complete a new 43-101 Preliminary Economic assessment on both the North and South zones as well as for working capital and general corporate purposes. The metallurgical test work is expected to be completed to a Pre-Feasibility Report level of study given the nature of the ores typically seen in the region. These results along with a newly updated Mineral Resource Estimate will then be used to undertake a new Preliminary Economic Assessment ("PEA") in compliance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects. The new PEA is planned to incorporate the mineral resources from both the North and South zones into one, larger scale operation, with a longer mine life and increased throughput rates relative to the previous PEA completed which focused solely on the North Zone as a stand-alone project. The new results are expected to show a material increase in the economic potential offered at Lagoa Salgada. Delivery of the new PEA is scheduled to be completed by mid August.
Mark Brennan, Ascendant's Executive Chairman, commented, "We are pleased to have secured this funding on attractive terms. The proceeds will allow the Company to continue advancing metallurgical test work and fund the completion of a new Preliminary Economic Assessment of a larger, combined project incorporating both the North and South Zones, which we expect to demonstrate the robust potential at Lagoa Salgada. We strongly believe Lagoa Salgada has the potential to become one of the premier mines in the Iberian Pyrite Belt, given the numerous similar characteristics it holds to other projects located in the region".
Pursuant to the Private Placement, the Company issued 3,900 debenture units (each, a "Unit") at a price of $1,000 per Unit for an aggregate principal of C$3,900,000. Each Unit consists of $1,000 principal amount of 10% secured debentures ("Debentures") and 3,333 common share purchase warrants ("Debenture Warrants"). Each Debenture Warrant entitles the holder to acquire one common share of the Company ("Common Shares") at an exercise price of C$0.30 per Common Share for a period of 60 months from the date of issuance. The Debentures bear interest at a rate of 10.0% per annum and will mature 18 months from the date of issuance.
The Company paid an arm's length finder a cash fee of C$273,000 and issued the finder 1,365,000 common share purchase warrants (each a "Finder Warrant"). Each Finder Warrant entitles the holder to acquire one Common Share at an exercise price of CAD $0.17.
The Debentures are secured by a pledge of 3,000,000 common shares in the capital of Cerrado Gold Inc. by four individuals: Mark Brennan, Stephen Shefsky, Solomon Pillersdorf, and Cliff Hale Sanders (the "Pledgors") pursuant to a limited-recourse guarantee and share pledge agreement between each Pledgor and the debenture holder (the "Pledgor Guarantee Agreements"). The Company has agreed to guarantee and indemnify the Pledgors in the event that the holder of the Debentures enforces its security pursuant to the Pledgor Guarantee Agreements pursuant to a limited-recourse guarantee and indemnity agreement entered into between the Company and the Pledgors. In addition, the Company entered into a pledge quota agreement with the Pledgors pursuant to which it granted a security interest in its equity ownership of Redcorp Empreendimentos Mineiros LDA, a Portuguese private limited liability company. The Company also issued 3,000,000 common share purchase warrants to the Pledgors (each a "Pledgor Warrant"). Each Pledgor Warrant entitles the holder to acquire one Common Share at an exercise price of CAD $0.17 per Common Share for a period of 36 months from the date of issuance.
The Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("61-101") as three of the four Pledgors are "related parties" of the Company (as defined in 61-101). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101: (i) the Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the related parties, is not more than the 25% of the Company's market capitalization; and (ii) the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the related parties, is not more than the 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing date of the Private Placement as the details of the Private Placement and the participation by each "related party" of the Company were not settled until shortly prior to the closing of the Private Placement, and the Company wished to close the Private Placement on an expedited basis for sound business reasons.
Securities issued in connection with the Private Placement to persons subject to Canadian securities laws are subject to a hold period of four months and one day in accordance with applicable securities legislation. Certain other securities were issued in connection with the Private Placement to persons in offshore jurisdictions pursuant to Ontario Securities Commission Rule 72-503 - Distributions Outside Canada and such securities are not subject to a statutory hold period.
Topic: Ascendant Investor Update
Time: May 13, 2021 12:00 PM Eastern Time (US and Canada)
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About Ascendant Resources Inc.
Ascendant 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. Through focused exploration and aggressive development plans, the Company aims to unlock the inherent potential of the project, maximizing value creation for shareholders.
Lagoa Salgada contains over 14.75 million tonnes of M&I Resources and 11.88 million tonnes in Inferred Resources and demonstrates typical mineralization characteristics of Iberian Pyrite Belt VMS deposits containing zinc, copper, lead, tin, silver and gold. Extensive exploration upside potential lies both near deposit and at prospective step-out targets across the large 10,700ha property concession. The project also demonstrates compelling economics with scalability for future resource growth in the results of the Preliminary Economic Assessment. Located just 80km from Lisbon, Lagoa Salgada is easily accessible by road and surrounded by exceptional Infrastructure. Ascendant holds a 21.25% interest in the Lagoa Salgada project through its 25% position in Redcorp - Empreendimentos Mineiros, Lda, ("Redcorp") and has an earn-in opportunity to increase its interest in the project to 80%. Mineral & Financial Investments Limited owns the additional 75% of Redcorp. The remaining 15% of the project is held by Empresa de Desenvolvimento Mineiro, S.A., a Portuguese Government owned company supporting the strategic development of the country's mining sector. The Company's interest in the Lagoa Salgada project offers a low-cost entry to a potentially significant exploration and development opportunity, already demonstrating its mineable scale.
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 www.ascendantresources.com.
Additional information relating to the Company, including the Preliminary Economic Assessment referenced in this news release, is available on SEDAR at www.sedar.com.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
For further information please contact:
Nicholas Campbell, CFA
CEO, Executive Chairman, Founder
Manager, Corporate Development
Forward Looking Information
This news release contains "forward-looking statements" and "forward-looking information" (collectively, "forward-looking information") within the meaning of applicable Canadian securities legislation. All information contained in this news release, other than statements of current and historical fact, is forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "budget", "guidance", "scheduled", "estimates", "forecasts", "strategy", "target", "intends", "objective", "goal", "understands", "anticipates" and "believes" (and variations of these or similar words) and statements that certain actions, events or results "may", "could", "would", "should", "might" "occur" or "be achieved" or "will be taken" (and variations of these or similar expressions). Forward-looking information is also identifiable in statements of currently occurring matters which may continue in the future, such as "providing the Company with", "is currently", "allows/allowing for", "will advance" or "continues to" or other statements that may be stated in the present tense with future implications. All of the forward-looking information in this news release is qualified by this cautionary note.
Forward-looking information in this news release includes, but is not limited to, statements regarding the exploration activities and the results of such activities at the Lagoa Salgada Project, the ability of the Company to advance the Lagoa Salgada Project to a Preliminary Economic Assessment, and the ability of the Company to fund the exploration. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by Ascendant at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. The material factors or assumptions that Ascendant identified and were applied by Ascendant in drawing conclusions or making forecasts or projections set out in the forward-looking information include, but are not limited to, the success of the exploration activities at Lagoa Salgada Project, the Company advancing the project to a Preliminary Economic Assessment, the ability of the Company to fund the exploration program at Lagoa Salgada, and other events that may affect Ascendant's ability to develop its project; and no significant and continuing adverse changes in general economic conditions or conditions in the financial markets.