Ascendant Resources Inc.
TSX VENTURE : ASND

Ascendant Resources Inc.

February 22, 2017 10:54 ET

Ascendant Resources Announces Pricing of Underwritten Public Offering

TORONTO, ONTARIO--(Marketwired - Feb. 22, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Ascendant Resources Inc. (TSX VENTURE:ASND) ("Ascendant" or the "Company") is pleased to announce that, in connection with its marketed public offering (the "Offering") previously announced on February 21, 2017, it has entered into an underwriting agreement with Eight Capital (the "Underwriter") as the sole underwriter and bookrunner in respect of the Offering to sell 20,500,000 units of the Company ("Units") at a price of $0.85 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of $17,425,000. Each Unit will be comprised of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share (each a "Warrant Share") at an exercise price of $1.25 per Common Share at any time for a period of 60 months following the closing date of the Offering.

The Company has also granted the Underwriter an over-allotment option to purchase up to that number of additional Units equal to 15% of the Units sold pursuant to the Offering, exercisable in whole or in part at any time up to 30 days after and including the closing date of the Offering, which may be exercised for Units, Common Shares, Warrants or a combination thereof. In consideration for its services to be provided in connection with the Offering, the Underwriter will receive, on the closing of the Offering, a cash commission equal to 6.0% of the gross proceeds of the Offering (3% on gross proceeds raised from certain president's list investors identified by the Company, such gross proceeds not to exceed $1 million in the aggregate) and broker warrants (the "Broker Warrants") to acquire that number of additional units (each a "Broker Unit") equal to 6.0% of the number of Units sold pursuant to the Offering. Each Broker Warrant may be exercised by the holder thereof to acquire one Broker Unit at the Offering Price for a period 24 months following the closing date of the Offering. Each Broker Unit will be comprised of one additional Common Share (each a "Broker Unit Share") and one additional Warrant (each a "Broker Unit Warrant"), with each Broker Unit Warrant exercisable to acquire one additional Common Share (each a "Broker Share") at an exercise price of $1.25 per Broker Share at any time for a period of 60 months following the closing date of the Offering.

The net proceeds from the sale of Units will be used to further advance the Company's capital improvement programs and exploration activities at its flagship producing asset, the El Mochito zinc-lead-silver mine in west-central Honduras, as well as for general working capital purposes.

The Offering is scheduled to close on or about March 7, 2017, and is subject to receipt of all necessary regulatory approvals, including, but not limited to, the approval of the TSX Venture Exchange ("TSXV") and subject to certain other conditions. The Company intends to apply to list the Common Shares contained in the Units, the Warrant Shares, Broker Unit Shares and Broker Shares on the TSXV. Listing will be subject to the fulfillment by the Company of the customary listing conditions of the TSXV. The Offering is being made pursuant to a short form prospectus filed in each of the provinces of British Columbia, Alberta, Ontario and New Brunswick. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The Common Shares and Warrants comprising the Units will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

About Ascendant Resources

Ascendant Resources Inc. (formerly known as Morumbi Resources Inc.) is a mining issuer focused on its flagship operating asset, the producing El Mochito zinc, silver and lead mine in west-central Honduras in which the Company has a 100% interest. El Mochito has been in almost continuous production since 1948. More broadly, the Company evaluates producing and advanced development stage mineral resource acquisition opportunities in North, South and Central America, on an ongoing basis. The Company's common shares are listed on the TSX Venture Exchange under the symbol "ASND". For more information, visit us at www.ascendantresources.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

Certain disclosure in this release, including statements regarding the completion of the proposed Offering and the use of proceeds therefrom constitute "forward-looking information" within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to satisfy conditions of the Offering and obtain the required regulatory approvals of the Offering and as to any potential exercise of the over-allotment option. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, inability to settle the terms of the Offering or satisfy conditions of the Offering and delays in obtaining or inability to obtain required regulatory approvals and the use of proceeds from the Offering as expected. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

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