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Mineral and Financial Investments Limited (M&F) announced on 4 February 2025 that its investee, Ascendant Resources Inc., entered into a conditional business combination agreement with Cerrado Gold Inc. M&F currently holds 2,000,000 Ascendant Common shares and 200,000 Cerrado ordinary shares. If the transaction concludes, M&F would own 456,410 shares, representing approximately 0.4% of the combined entity, and holds a Put option on its 5% net Carried Interest in the Lagoa Salgada project, an obligation valued at US$6,158,000 by Ascendant.
| Date | 4 Feb 2025 |
| Time | 07:00:06 |
| Category | Miscellaneous |
| ID | 7523V |
MINERAL AND FINANCIAL INVESTMENTS LIMITED
Investee News: Ascendant Resources Announces Conditional Business Combination with Cerrado Gold
Camana Bay, Cayman Islands - 4 February 2025 - Mineral and Financial Investments Limited (LSE-AIM: MAFL) ("M&F" "MAFL" or the "Company") notes the recent announcement by one of its Investee Companies, Ascendant Resources Inc. ("Ascendant") (TSX: ASND) that it has entered into an agreement with Cerrado Gold Inc. ("Cerrado") (TSXV: CERT), subject to certain conditions (the "Proposed Ascendant Transaction").
The full announcement can be read here: https://www.ascendantresources.com/English/Investors/press-releases/press-release-details/2025/Ascendant-Resources-Announces-Business-Combination-With-Cerrado-Gold/default.aspx (the "Ascendant Announcement").
A further announcement will be made if the outstanding conditions are satisfied, and the Proposed Ascendant Transaction completes.
M&F currently owns 2,000,000 Common shares of Ascendant. Additionally, M&F currently owns 200,000 ordinary shares of Cerrado. Accordingly, if this transaction is concluded, M&F would own 456,410 shares of the combined Cerrado / Ascendant entity representing approximately 0.4% of the resulting combined company of the proposed enlarged issued share capital of the two entities.
In addition, as previously announced, M&F has a 20% Carried Interest ("CI") in the Lagoa Salgada project. Empresa de Desenvolvimento Mineiro S.A. ("EDM"), the Portuguese State Mining Development Agency, has an option, that it has yet to trigger, to earn a 15% Working Interest ("WI") in the Lagoa Salgada Project by paying 15% of development costs. If it exercises this option M&F would be diluted down to a 5% Carried Interest ("CI"). M&F has a right to sell through a Put agreement, its 5% (net) CI in Lagoa Salgada to Ascendant. If M&F exercises this option Ascendant (and the successor company) is obligated to purchase all the Redcorp shares then held by M&FI, representing a 5% (net) CI in Lagoa Salgada. The put price would be an amount in US dollars, payable in cash, equal to 5% of the post-tax net present value of the Project provided in the then current feasibility study using a 10.5% discount rate (the "Put Option"). More details of this are set out in the announcement dated November 28, 2022. Ascendant carries the value of this obligation to M&F on its balance sheet as US$6,158,000.
This Directors consider that the Proposed Ascendant Transaction would reinforce the balance sheet of its counter-party (Ascendant) in the resulting combined Company.
M&FI does not anticipate that there will be any change to the ongoing work programme or schedule of activities at its Lagoa Salgada asset.
FOR MORE INFORMATION:
Jacques Vaillancourt, Mineral & Financial Investments Ltd. +44 780 226 8247
Katy Mitchell, Zeus. +44 203 829 5000
Jon Belliss, Novum Securities Limited +44 207 382 8300