Ascendant Resources Notifies Shareholders Of Upcoming Special Meeting

Rhea-AI Summary

Ascendant Resources Inc. (TSX:ASND) has announced a special shareholders meeting scheduled for May 6, 2025 at 10:00 a.m. in Toronto. The meeting's primary purpose is to vote on resolutions regarding a statutory plan of arrangement for the acquisition of Ascendant's outstanding common shares by Cerrado Gold Inc.

Shareholders of record as of March 12, 2025, are eligible to vote. The special committee and independent director recommend voting FOR the arrangement. Shareholders must submit proxies by May 2, 2025, at 10:00 a.m. (Toronto time). Meeting materials have been mailed to shareholders and filed on SEDAR+.

Positive

• Potential strategic acquisition by Cerrado Gold could create value for shareholders
• Special committee and independent director recommend voting FOR the arrangement

Negative

• Shareholders will lose direct ownership of their shares following the acquisition

TORONTO, ON / ACCESS Newswire / April 14, 2025 / Further to its press release on February 3, 2025, Ascendant Resources Inc. (the "Company" or "Ascendant") (TSX:ASND) announces that it has mailed and filed on SEDAR+ its notice of meeting and management information circular (the "Meeting Materials") in respect of the upcoming special meeting ("Meeting") of shareholders of the Company (the "Shareholders").

The Meeting will be held at the offices of the Company, 200 Bay Street, Suite 3205, Toronto, Ontario, Canada, M5J 2J2 on May 6, 2025 at 10:00 a.m. (Toronto time). All Shareholders of record at the close of business on March 12, 2025 (the "Record Date") are entitled to receive notice of and vote their securities at the Meeting.

At the Meeting, Shareholders will be asked to vote on certain resolutions to approve a statutory plan of arrangement (the "Arrangement") under Section 182 of the Business Corporations Act (Ontario) to, among other things, effect the acquisition by Cerrado Gold Inc. ("Cerrado") of all of the issued and outstanding common shares of the Company not already owned by Cerrado or any of its affiliates, as well as certain other matters as set out in the Meeting Materials. For further details concerning the Arrangement and other matters to be considered at the Meeting, refer to the Company's news release of February 3, 2025, and the Meeting Materials.

The special committee and independent director of the Company recommends that Shareholders vote FOR the Arrangement resolution.

Shareholders are encouraged to submit their proxies in advance of the proxy voting deadline of 10:00 a.m. (Toronto time) on May 2, 2025, to ensure their votes are received in time to be counted at the Meeting.

Securityholder Questions

If you require assistance in completing your form of proxy, please contact Computershare toll free in North America at 1-866-732-8683 or outside North America at 312-588-4290. If you have any questions about completing your Letter of Transmittal, please contact TSX Trust Company at 1-866-600-5869 or by email at tsxtis@tmx.com.

Additional information about the Arrangement and the Meeting can be found in the Meeting Materials which have been filed under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com.

About Ascendant

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, ("Redcorp"). 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

Cautionary Note Regarding Forward-Looking Statements

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 Ascendant, including the Lagoa Salgada project, and statements and information concerning the anticipated Meeting and the expected timing thereof and related matters. In making the forward- looking statements contained in this press release, Ascendant has made certain assumptions, including, but not limited to obtaining shareholder, regulatory and court approvals, the satisfaction of conditions set out in the Arrangement Agreement, and the timing therefor; the timely receipt of required approvals. Readers are cautioned that the foregoing lists are not exhaustive, and that, in particular, there can be no assurance that the Company will receive the requisite approvals for the proposed Arrangement (if at all) including court, regulatory, stock exchange and shareholder approval, or that the Arrangement will be completed even if all necessary approvals are obtained at the Meeting. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. 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 Management's Discussion and Analysis for the years ended December 31, 2024 and 2023 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

When is Ascendant Resources (ASDRF) special shareholders meeting in 2025?

The special meeting is scheduled for May 6, 2025, at 10:00 a.m. (Toronto time) at 200 Bay Street, Suite 3205, Toronto.

What is the purpose of Ascendant Resources (ASDRF) special meeting in May 2025?

The meeting is to vote on resolutions approving Cerrado Gold's acquisition of all outstanding Ascendant shares not already owned by Cerrado or its affiliates.

What is the proxy voting deadline for ASDRF's May 2025 special meeting?

The proxy voting deadline is May 2, 2025, at 10:00 a.m. (Toronto time).

What is the record date for Ascendant Resources (ASDRF) special meeting voting eligibility?

The record date is March 12, 2025. Shareholders of record at close of business on this date are eligible to vote.