Mr. Mark Brennan reports
ASCENDANT RESOURCES SHAREHOLDERS OVERWHELMINGLY APPROVE ACQUISITION BY CERRADO GOLD AND SECOND TRANCHE OF PRIVATE PLACEMENT
Ascendant Resources Inc.'s shareholders overwhelmingly approved the arrangement resolution and the Sprott resolution (each, as defined herein) at the special meeting of shareholders held earlier today at the company's office.
The meeting was called for shareholders to consider and, if deemed advisable, approve: (i) the previously announced plan of arrangement of the company, pursuant to which Cerrado Gold Inc. would acquire all of the issued and outstanding common shares of the company for common shares of Cerrado; and (ii) the completion of the second tranche of the previously announced private placement with Sprott Private Resources Streaming and Royalty (Collector) LP, pursuant to which Sprott would acquire more than 20 per cent of the issued and outstanding Ascendant shares and which, together with all other Ascendant shares issued pursuant to the private placements (as previously announced and described in the company's management information circular for the meeting), will result in an aggregate number of Ascendant shares issuable under the private placements exceeding 25 per cent of the number of common shares of the company outstanding immediately before completion of the private placements.
The arrangement resolution was overwhelmingly approved at the meeting by 100 per cent of the votes cast by shareholders voting in person or represented by proxy at the meeting. To be effective, the arrangement resolution required approval as a special resolution by the affirmative vote of at least two-thirds of the votes cast by the shareholders, present or represented by proxy, at the meeting. Accordingly, all shareholder approvals required to proceed with the plan of arrangement have been obtained.
A total of 117,270,300 Ascendant shares were represented at the meeting, in person or by proxy, representing approximately 50.52 per cent of the total number of issued and outstanding Ascendant shares outstanding as of the record date for the meeting.
The plan of arrangement is expected to become effective on or about May 16, 2025, subject to, among other things, Ascendant obtaining a final order from the Ontario Superior Court of Justice (commercial list) in respect of the plan of arrangement and the satisfaction or waiver of certain other customary closing conditions. The hearing for the final order of the Ontario Superior Court of Justice (commercial list) to approve the plan of arrangement is scheduled to take place on May 13, 2025. It is anticipated that, within two to three business days following the completion of the plan of arrangement, the Ascendant shares will be delisted from the Toronto Stock Exchange.
The Sprott resolution was overwhelmingly approved at the meeting by 99.99 per cent of the votes cast by disinterested shareholders voting in person or represented by proxy at the meeting. To be effective, the Sprott resolution required approval as an ordinary resolution by a simple majority of the votes cast on the Sprott resolution by disinterested shareholders present or represented by proxy at the meeting in accordance with the rules and requirements of the Toronto Stock Exchange. In accordance with TSX rules, the following Ascendant shares were excluded from voting on the Sprott resolution: the 17,142,856 Ascendant shares acquired by Cerrado under the Cerrado private placement (as previously announced and described in the company's management information circular for the meeting); and the 18,482,411 Ascendant shares owned by Sprott prior to the first tranche of the Sprott private placement (as previously announced and described in the company's management information circular for the meeting) and the 27,904,761 Ascendant shares acquired by Sprott under the first tranche of the Sprott private placement. Accordingly, all shareholder approvals required to proceed with the second tranche of the Sprott private placement have been obtained. The second tranche of the Sprott private placement is expected to close prior to the completion of the plan of arrangement.
Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ under Ascendant's issuer profile. Additional details about the plan of arrangement and the arrangement resolution can be found in the management information circular of Ascendant dated April 3, 2025, a copy of which is available on SEDAR+ 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 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 minable 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.
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