11:33:41 EDT Tue 01 Jul 2025
Enter Symbol
or Name
USA
CA



Ascendant Resources Inc
Symbol ASND
Shares Issued 249,789,617
Close 2025-05-20 C$ 0.075
Market Cap C$ 18,734,221
Recent Sedar Documents

Ascendant Resources, Cerrado Gold complete arrangement

2025-05-20 16:42 ET - News Release

Also News Release (C-CERT) Cerrado Gold Inc

Mr. Mark Brennan of Ascendant Resources reports

CERRADO GOLD AND ASCENDANT RESOURCES ANNOUNCE COMPLETION OF BUSINESS COMBINATION TRANSACTION

Ascendant Resources Inc. and Cerrado Gold Inc. have successfully completion the previously announced plan of arrangement under the Business Corporations Act (Ontario), pursuant to which Cerrado has acquired all of the issued and outstanding common shares of Ascendant that it did not already own. The arrangement was carried out pursuant to the terms of the arrangement agreement between Ascendant and Cerrado dated Feb. 3, 2025, as amended, and became effective on May 16, 2025, resulting in Ascendant becoming a wholly owned subsidiary of Cerrado.

Pursuant to the arrangement, each former shareholder of Ascendant, other than Cerrado, is entitled to receive one-7.8th of a common share in the capital of Cerrado. Further in connection with the arrangement, the holders of options that were outstanding at the effective time of the arrangement received replacement options of Cerrado that are exercisable for Cerrado shares as adjusted by the exchange ratio. In addition, holders of warrants of Ascendant will receive replacement warrants of Cerrado that will be exercisable for Cerrado shares as adjusted by the exchange ratio.

Cerrado has issued 27,721,684 common shares, 4,903,822 replacement options and 1,730,601 replacement warrants to holders of Ascendant securities in connection with the arrangement. Cerrado now has 132,753,478 common shares issued and outstanding on an undiluted basis.

In order to receive the consideration in exchange for their Ascendant shares, registered Ascendant shareholders are reminded that they must complete, execute and submit the letter of transmittal (a copy of which was included in the meeting materials previously mailed to Ascendant shareholders) to TSX Trust Company, in its capacity as depositary under the arrangement, together with their certificate(s) or DRS advice(s) representing their Ascendant shares, in accordance with the tender procedures described in the circular (as defined below) and the letter of transmittal. Registered shareholders are encouraged to tender their Ascendant shares as soon as possible in exchange for the consideration. For any questions about completing the letter of transmittal in connection with the arrangement, please contact TSX Trust Company at 416-342-1091 or by e-mail at tsxtis@tmx.com. Beneficial shareholders should contact their intermediary and arrange for the intermediary to complete the necessary steps to ensure they receive the consideration for their Ascendant shares as soon as possible following the completion of the arrangement.

Following completion of the arrangement, the Ascendant shares are expected to be delisted from the TSX as soon as reasonably practicable, currently anticipated on or about May 21, 2025. In connection therewith, Ascendant intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

In connection with the arrangement, Rui Santos, a long-standing director of Ascendant, has been appointed to the board of directors of Cerrado. Mr. Santos is a lawyer widely regarded as a leading authority in the mining sector in Portugal. Mr. Santos has spent over 25 years representing/assisting domestic and international corporations in negotiations and disputes with the state regarding land acquisitions, exploration, extraction and environmental licences for both the mining and oil and gas industries in Portugal, Angola, Brazil and East Timor. Most notably, he was the legal adviser for major privatization transaction regarding the acquisition of Somincor by EuroZinc, which was acquired by Lundin Mining in 2006. Somincor is a Boliden subsidiary operating the large-scale Neves-Corvo mine in Portugal. Mr. Santos is a partner of CRA -- Coelho Ribeiro e Associados, a Portuguese law firm, where he leads the firm's arbitration and mining practices. Mr. Santos is a member of the Portuguese Bar Association, the Brazilian Bar Association, the Lawyers' Association of the Republic of Timor-Leste and the Lawyers' Association of Macau. Mr. Santos is also a recognized author on arbitration and dispute resolution.

Further details regarding the arrangement are set out in Ascendant's management information circular dated April 3, 2025, which is available on SEDAR+ under Ascendant's issuer profile.

Advisers

Stifel Nicolaus Canada Inc. acted as financial adviser to the special committee of Ascendant and Sotos LLP acted as legal counsel to Ascendant in connection with the arrangement.

WeirFoulds LLP acted as legal counsel to Cerrado in connection with the arrangement.

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 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 Ltda. Ascendant's common shares are principally listed on the Toronto Stock Exchange under the symbol ASND.

About Cerrado Gold Inc.

Cerrado Gold is a Toronto-based gold production, development and exploration company focused on gold projects in South America. Cerrado is the 100-per-cent owner of both the producing Minera Don Nicolas and Las Calandrias mine in Santa Cruz province, Argentina. In Canada, Cerrado Gold is developing its 100-per-cent-owned Mont Sorcier iron ore and vanadium project, located outside of Chibougamou, Que.

In Argentina, Cerrado is maximizing asset value at its Minera Don Nicolas operation through continued operational optimization and is growing production through its operations at the Las Calandrias heap-leach project. An extensive campaign of exploration is continuing to further unlock potential resources in its highly prospective land package in the heart of the Deseado massif.

In Canada, Cerrado holds a 100-per-cent interest in the Mont Sorcier iron ore and vanadium project, which has the potential to produce a premium iron ore concentrate over a long mine life at low operating costs and low capital intensity. Furthermore, its high-grade and high-purity product facilitates the migration of steel producers from blast furnaces to electric arc furnaces, contributing to the decarbonization of the industry and the achievement of sustainability development goals.

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