Ascendant Resources Inc. (TSX: ASND) ("Ascendant"
or the "Company”) is pleased to announce that it has completed its
previously disclosed non-brokered private placement for gross
proceeds of C$1.26 million (the "Offering"). The Company issued a
total of 12.6 million units of the Company (each a "Unit") at a
price of C$0.10 per Unit. Each Unit consists of one common share of
the Company (each, a "Common Share") and one-half of one Common
Share purchase warrant (each whole warrant, a "Warrant"). Each
Warrant entitles the holder thereof to acquire one Common Share at
a price of C$0.15 per share for a 24-month period following the
closing date of the Offering.
The Company intends to use the proceeds from the
Offering for the Company’s exploration program in the South Zone at
its Lagoa Salgada project as well as for working capital and
general corporate purposes.
The current exploration program, consisting of
2,700m of drilling and downhole IP surveys, will be completed in
two phases. The first phase of the program consists of 1,200m of
drilling with downhole IP surveys. The main objective of the
proposed program is to significantly increase and upgrade tonnage
at the copper-rich South Zone. The program aims to build upon the
existing 2.47Mt of Measured and Indicated Resource and 6.09Mt of
Inferred Resource delineated in the South Zone as highlighted in
the Company’s Technical Report and PEA for the Lagoa Salgada
Property, Setúbal District, Portugal, with an effective date of
December 19, 2019 and prepared in accordance with Canadian National
Instrument 43-101 “Standards of Disclosure for Mineral
Projects”.
As previously described, the South Zone remains
open in all directions according to geological data collected
during the Company’s previous exploration activities. Indications
are that the mineralization is open and expanding southward where
the Company’s first drill targets in this program are situated.
Please see our press release of September 17,
2020 for further detail.
The securities issued under the Offering are
subject to a four-month hold period under applicable securities
laws in Canada expiring on February 5, 2021.
Approximately 10% of the Offering was taken up
by insiders of the Company (within the meaning of applicable
securities laws). Accordingly, such participation is considered a
"related party transaction" under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). In connection with such participation, the Company
relies upon exemptions from the formal valuation and majority of
the minority shareholder approval set out in MI 61-101 since, at
the time the transaction was agreed to: (i) neither the fair market
value of the securities to be distributed in the Offering nor the
consideration to be received for those securities, insofar as the
transactions involves interested parties, would exceed 25% of the
Company's market capitalization; (ii) neither the fair market value
of the securities to be distributed in the Offering nor the
consideration to be received for those securities, insofar as the
transactions involves interested parties, would exceed C$2,500,000;
and (iii) the Company has one or more independent directors and, at
least two thirds of said independent directors approved the
transaction, as required pursuant to sections 5.5 and 5.7 of MI
61-101.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful, including any of the
securities in the United States of America. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States or to,
or for account or benefit of, U.S. Persons (as defined in
Regulation S under the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from such
registration requirements is available.
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 12.8 million tonnes
of M&I Resources and 10.3 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 report titled, "Technical Report and PEA for the
Lagoa Salgada Project Setúbal District, Portugal" dated February
27, 2020 with an effective date of December 19, 2019 (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.
Ascendant is also engaged in the ongoing
evaluation of producing and development stage mineral resource
opportunities. 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.
Technical Disclosure/Qualified
Person
All technical information contained herein has
been reviewed and approved by Robert A. Campbell, M.Sc, P.Geo, an
officer and director of the Company. Mr. Campbell is a "qualified
person" within the meaning of National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”).
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:
Katherine PrydeCommunications & Investor
RelationsTel: 888-723-7413info@ascendantresources.com
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, and the ability of the Company to fund the
exploration with funds from operations. 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, the ability of the Company to fund
the exploration program at Lagoa Salgada with funds from operations
, 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.
The risks, uncertainties, contingencies and
other factors that may cause actual results to differ materially
from those expressed or implied by the forward-looking information
may include, but are not limited to, risks generally associated
with the mining industry, such as economic factors (including
future commodity prices, currency fluctuations, energy prices and
general cost escalation), uncertainties related to the development
and operation of Ascendant's projects, dependence on key personnel
and employee and union relations, risks related to political or
social unrest or change, rights and title claims, operational risks
and hazards, including unanticipated environmental, industrial and
geological events and developments and the inability to insure
against all risks, failure of plant, equipment, processes,
transportation and other infrastructure to operate as anticipated,
compliance with government and environmental regulations, including
permitting requirements and anti-bribery legislation, volatile
financial markets that may affect Ascendant's ability to obtain
additional financing on acceptable terms, the failure to obtain
required approvals or clearances from government authorities on a
timely basis, uncertainties related to the geology, continuity,
grade and estimates of mineral reserves and resources, and the
potential for variations in grade and recovery rates, uncertain
costs of reclamation activities, tax refunds, hedging transactions,
as well as the risks discussed in Ascendant's most recent Annual
Information Form on file with the Canadian provincial securities
regulatory authorities and available at www.sedar.com.
Should one or more risk, uncertainty,
contingency, or other factor materialize, or should any factor or
assumption prove incorrect, actual results could vary materially
from those expressed or implied in the forward-looking information.
Accordingly, the reader should not place undue reliance on
forward-looking information. Ascendant does not assume any
obligation to update or revise any forward-looking information
after the date of this news release or to explain any material
difference between subsequent actual events and any forward-looking
information, except as required by applicable law.
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