Mr. Mark Brennan reports

ASCENDANT RESOURCES ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Ascendant Resources Inc. has closed the first tranche of the private placement previously announced on Feb. 3, 2025, in connection with the arrangement agreement it entered into with Cerrado Gold Inc., whereby Cerrado has agreed to acquire all of the issued and outstanding common shares of Ascendant by way of a plan of arrangement. Under the first tranche, the company has issued 45,047,617 Ascendant shares at the price of 52.5 cents per Ascendant share for gross proceeds of approximately $2,365,000 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.

• Funds to progress Lagoa Salgada project and extinguish a significant portion of short-term payables;
• Additional support received for arrangement with Cerrado.

Assuming completion of the second tranche, Ascendant expects that the placement will effectively raise aggregate gross proceeds for Ascendant in the amount of $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 5.25 cents per Ascendant share.

The company's press release dated Feb. 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 $900,000. Prior to closing the first tranche, Cerrado held 16,417,625 Ascendant shares, representing approximately 8.78 per cent 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 per cent 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 continuing development of the Lagoa Salgada project in Portugal and to finance 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 converted a portion of the deferred interest owing by Ascendant to Sprott under a secured note into Ascendant shares at a deemed price of 5.25 cents per Ascendant share.

The total deferred interest amounts to approximately $1,660,172 (U.S.) which is equal to approximately $2,392,972 at an exchange rate of $1.4414:$1.00 (U.S.). The conversion of the total deferred interest at 5.25 cents per Ascendant share will result in the issuance of approximately 45,580,417 Ascendant 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 $1,464,999.95 ($1,016,372.94 (U.S.)) of deferred interest.

Prior to closing the first tranche, Sprott owned and controlled 18,482,411 Ascendant shares, representing approximately 9.9 per cent 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 per cent 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 per cent of the outstanding Ascendant shares, and is subject to shareholder approval, in accordance with Toronto Stock Exchange 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 per cent 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.

Additional voting support for the arrangement

Subsequent to the company's announcement on Feb. 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 per cent 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 favour of the arrangement. In addition, shareholders with an aggregate of 11.7 per cent 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 per cent 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 per cent 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 per cent 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 Resources Inc.

Ascendant Resources is a Toronto-based mining company focused on the exploration and development of the highly prospective Lagoa Salgada VMS (volcanogenic massive sulphide) 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 stepout targets across the large 7,209-hectare property concession.

Located just 80 kilometres 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 cash-flow-generation potential.

Ascendant currently holds an 80-per-cent 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.

We seek Safe Harbor.