Ascendant Resources Inc ASND

Funding to complete Feasibility Study and lead to a construction decision in Q2 2023

TORONTO, Nov. 28, 2022 (GLOBE NEWSWIRE) -- Ascendant Resources Inc. (TSX: ASND, OTCQB: ASDRF) (“Ascendant” or the “Company”) is very pleased to announce it has entered into a US$15 million metals stream agreement (the “Stream Agreement”) with Sprott Private Resource Streaming and Royalty Corp. (“Sprott Streaming”) for its Lagoa Salgada VMS project located close to Lisbon, Portugal (the “Project”).

Proceeds will be used to i) complete the ongoing 43-101 compliant feasibility study for the Project; ii) advance permitting activities; iii) to fund the last instalment related to the earn-in for an 80% interest in the Project; and iii) general corporate and working capital purposes.

The Stream Agreement provides for the sale and delivery to Sprott Streaming of 1.75% of all metals produced from the Project at a rate of 15% of the market price until the delivery of 45,000 gold equivalent ounces, at which point the rate will be increased to 75% of the market price. Ascendant also has the ability to buy down up to 50% of the stream on or before 2 years following the date of commencement of commercial production at the Project (as further set out in the Stream Agreement) for up to US$10.5 million.

Mark Brennan, Executive Chairman of Ascendant commented, “We are thrilled to be partnering with the very experienced and talented team at Sprott Streaming to fully finance our feasibility study at Lagoa Salgada in a non-dilutive and timely manner allowing us to continue development of the project to a construction decision. We look forward to a constructive and growing relationship with the team at Sprott Streaming.” He continued, “Ascendant has made tremendous progress on its technical studies for the Feasibility Study at Lagoa Salgada, which leads us to expect a very robust outcome.”

Mike Harrison, Managing Partner of Sprott Streaming commented, “Sprott Streaming is pleased to make this initial investment in Ascendant to advance the project to a construction and financing decision. We recognize the potential of the deposit as defined to date, and the exploration potential that would extend the mine life substantially. Portugal has a long mining history, and Lagoa Salgada benefits from the expertise of the experienced in-country team and consultants. We are pleased to be working with Ascendant to advance this significant project.”

To facilitate funding in advance of commercial production, an affiliate of Sprott Streaming issued a US$15 million secured note (the “Note”) that bears interest at a rate of 10% per annum, calculated and payable quarterly and will mature on the earlier of: i) the achievement of commercial production at the Project together with certain other conditions; and ii) November 25, 2031.

Subject to the final approval of the TSX Exchange (the “TSX”), the Company may elect to satisfy the payment of any accrued and unpaid interest on the Note by the issuance of common shares of the Company (the “Common Shares”) at a price per Common Share equal to 95% of the volume weighted average price (the “VWAP”) of the Common Shares for the 5 trading days immediately prior to the date payment of interest is due or any combination of cash and Common Shares in the Company’s sole discretion up to a maximum of 32,617,109 Common Shares (subject to customary adjustment). Pledges of shares and intercompany indebtedness were provided by the Company, its wholly owned subsidiary, Ascendant Resources Portugal, Unipessoal LDA, and Redcorp (as defined below) as security for the Note. The Note security is intended to subordinate to future project financing for the Project.

The Company has provided Sprott Streaming a first right of approval to participate in any future stream or royalty type financing until certain delivery thresholds are met. Sprott has previously expressed interest in potential additional financing of approximately US$60 million.

The Company also announces that it has amended the terms of the unanimous shareholders agreement with Mineral & Financial Investments AG (“M&FI”) to provide, among other things, a right in favour of M&FI such that M&FI may put all, but not less than, of its shares of Redcorp (defined below) to Ascendant in consideration of an amount, payable in cash, equal to 5% of the post-tax net present value of the Project provided in the feasibility study completed prior to the date of exercise using a 10.5% discount rate.

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.

The Venda Nova deposit at Lagoa Salgada contains over 10.33 million tonnes of Measured and Indicated Resources @ 9.06% ZnEq and 2.50 million tonnes of Inferred Resources @ 5.93% ZnEq in the North Zone; and 4.42 million tonnes of Indicated Resources @ 1.50% CuEq and 10.83 million tonnes of Inferred resources @ 1.35% CuEq in the South Zone. The deposit 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 7,209ha 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 50% interest in the Lagoa Salgada project through its position in Redcorp - Empreendimentos Mineiros, Lda, ("Redcorp") and has an earn-in opportunity to increase its interest in the Project to 80%. 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.

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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 use of proceeds. In making the forward- looking statements contained in this press release, Ascendant has made certain assumptions, including with respect to the operations of the Company required to achieve commercial production at the Project. 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 24, 2022 and under the heading "Risks and Uncertainties" in the Company's Management’s Discussion and Analysis for the years ended December 31, 2021 and 2020 and other risks identified in the Company's filings with Canadian securities regulators, which filings are available on SEDAR at www.sedar.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