Ascendant Resources Announces Closing of Second and Final Tranche of Non-Brokered Private Placement

Rhea-AI Summary

Ascendant Resources (TSX:ASND) has completed the second and final tranche of its private placement with Sprott Streaming affiliate. The transaction involved converting approximately US$927,971.94 of accrued and deferred interest into 17,675,656 common shares at C$0.0525 per share. This conversion is part of a larger deal where Sprott acquired over 20% of Ascendant's outstanding common shares. The newly issued shares are subject to a four-month and one-day hold period and are not registered under U.S. securities laws.

Positive

• Debt-to-equity conversion eliminates nearly US$1M in debt obligations
• Strategic partnership with Sprott Streaming, a major industry player
• Strengthens balance sheet by reducing debt burden

Negative

• Significant shareholder dilution with issuance of over 17.6M new shares
• Share price set at a relatively low C$0.0525 per share

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ON / ACCESS Newswire / May 9, 2025 / Ascendant Resources Inc. (TSX:ASND) ("Ascendant" or the "Company") is pleased to announce closing of the second and final tranche (the "Second Tranche") of the previously announced private placement with an affiliate of Sprott Streaming ("Sprott"), pursuant to which Sprott acquired more than 20% of the issued and outstanding common shares of Ascendant.

Pursuant to the Second Tranche the Canadian dollar equivalent of approximately US$927,971.94 of accrued and deferred interest owing by Ascendant to Sprott under a secured note has been satisfied by the issuance of 17,675,656 common shares of the Company (the "Shares") at a deemed price of C$0.0525 per share.

The Shares issued in connection with the Second Tranche are subject to a hold period of four months and one day in accordance with applicable securities legislation. The Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Additional details about the private placement can be found in the Company's prior news releases of February 3 and 11, 2025 and the related material change report dated February 13, 2025 and the management information circular of Ascendant dated April 3, 2025, copies of which are available on SEDAR+ (www.sedarplus.ca) under Ascendant's issuer profile.

About Ascendant Resources Inc.

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,. 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 of the Company and the Lagoa Salgada project. In making the forward- looking statements contained in this press release, Ascendant has made certain assumptions. 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 27, 2025 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.sedarplus.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.

View the original press release on ACCESS Newswire

FAQ

What is the value of Ascendant Resources' (ASDRF) second tranche private placement with Sprott?

The second tranche converted approximately US$927,971.94 of accrued and deferred interest into equity at C$0.0525 per share.

How many shares did Ascendant Resources issue in the second tranche to Sprott?

Ascendant Resources issued 17,675,656 common shares to Sprott in the second tranche.

What percentage ownership does Sprott now have in Ascendant Resources?

Through this private placement, Sprott acquired more than 20% of Ascendant Resources' issued and outstanding common shares.

What is the hold period for the newly issued Ascendant Resources shares?

The shares issued are subject to a hold period of four months and one day in accordance with securities legislation.