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.
Investor Call
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: |
|
|
Mark Brennan |
Nicholas Campbell, CFA |
CEO, Executive Chairman, Founder |
Manager, Corporate Development |
Tel: +1-647-796-0023 |
Tel: +1-905-630-0148 |
mbrennan@ascendantresources.com |
ncampbell@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 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.
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