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High-density design makes EdgeCore’s Mesa, Arizona data centers a near-term solution for hyperscale AI and cloud applications

DENVER, CO / ACCESS Newswire / May 20, 2025 / EdgeCore Digital Infrastructure, a wholesale data center developer, owner and operator, announced the acquisition of an additional 43.87 acres of land in Mesa, Arizona and expanded data center capacity designed to deliver 450 MW+ to its hyperscale customers. This new parcel of land more than doubles the buildable acreage EdgeCore controls in Mesa.

“Today’s expansion announcement of EdgeCore’s operations in Mesa, Arizona is an exciting milestone in our company’s evolution,” said Lee Kestler, CEO, EdgeCore Digital Infrastructure. “Since establishing our first Mesa campus in April 2023, we have worked quickly to construct and commission 206 MW at the site. This new tranche of land enables us to deliver another 250+ MW of data center space in Mesa to fulfill our hyperscale customers’ urgent need for AI and cloud-ready capacity.”

Affordable power via Salt River Project (SRP) is already available at EdgeCore’s first Mesa campus for its operational data center and is slated for delivery to the two buildings currently under construction upon their completion in 2025 and 2026.

“SRP is proud of its work with EdgeCore and looks forward to serving their growing operations in Mesa,” said Jim Pratt, SRP General Manager and Chief Executive Officer. “We congratulate them on their expansion and applaud their commitment to water conservation in their operations.”

Understanding that water scarcity is a serious issue in Arizona, EdgeCore has implemented an air-cooled design in its Mesa data centers, including an ultra-efficient closed-loop chilled water system, which requires nearly no water to recharge its effectiveness. Additionally, EdgeCore’s Mesa campus:

• Was designed to meet LEED BD+C v4 Silver standards

• Utilizes a waste management program that aligns with the Zero Waste International Alliance’s zero waste hierarchy and is intended to reduce waste disposed of in landfills

• Incorporates native Southwestern landscaping and a pollinator garden with nesting habitats to support local bee and pollinator populations, while promoting water conservation

Due to these sustainable building and operational initiatives, EdgeCore’s first data center in Mesa (PH01) received Green Globes for Existing Buildings certification in 2023, and the second (PH02) and third (PH03) data centers currently under construction have been awarded Designed to Earn ENERGY STAR certifications.

Since breaking ground on its first data center in Mesa, EdgeCore has committed financially, philanthropically and through the personal efforts of its employees to support the community’s growth strategy and make a positive difference in the lives of its neighbors. This additional development will enable EdgeCore to continue providing jobs, supporting local businesses and donating to the local Mesa community.

About EdgeCore Digital Infrastructure

EdgeCore Digital Infrastructure serves the world’s largest cloud and internet companies with both ready-for-occupancy and build-to-suit data center campuses that are designed for density. Privately held and backed by committed equity, EdgeCore enables hyperscale customer requirements by proactively investing in regions that provide the land and power necessary to support and scale AI and cloud technology. While working thoughtfully with the communities in which we do business, our data center campuses are built at scale to meet key performance specifications, safety metrics and sustainability objectives. EdgeCore has data center campuses in five North American markets with plans to continue regional expansion in 2025 and beyond. For more information, please visit edgecore.com.

Media Contact
Courtney Gaudet
EdgeCore Digital Infrastructure
courtney.gaudet@edgecore.com

SOURCE: EdgeCore Digital Infrastructure

View the original press release on ACCESS Newswire

Trial marks key milestone in driving pipeline progress

Phase 1 trial scheduled for completion mid-June 2025

Topline data from High-Dose Aspirin Trail anticipated early in 3Q with the potential to support an accelerated approval, subject to FDA feedback

HUMACAO, PR and NEW YORK, NY / ACCESS Newswire / May 20, 2025 / Aspire Biopharma Holdings, Inc. (Nasdaq:ASBP) (“Aspire” or the “Company”), a developer of a multi-faceted patent-pending drug delivery technology, today announced that the first patient has been dosed in its Phase I single-center clinical trial in the United States designed to evaluate safety, pharmacokinetics and pharmacodynamics, of its lead therapeutic candidate, an oral transmucosal fast-acting high-dose aspirin formulation.

The objectives of this Phase 1 single dose clinical study are to evaluate the safety, pharmacokinetics and pharmacodynamics of Aspire’s sublingual aspirin powder and granules when administered orally in healthy adult volunteers. The Phase 1 “crossover” clinical trial, which is being conducted in the United States, will compare the pharmacokinetic and pharmacodynamic characteristics of normal healthy adult volunteers administered a sublingual dose of 162.5 mg aspirin powder or granules with control healthy subjects given 162.5 mg oral aspirin (approximately two 81 mg aspirin tablets). The primary outcome measure will be plasma acetylsalicylic acid (ASA) concentration versus time data (pre-dose and up to 24 hours post dose.) This trial will also provide important data about T_xB₂ and its anti-coagulant bioavailability in the volunteers. For additional information on this trial please visit www.clinicaltrials.gov.

The Company expects to disclose topline data from its high-dose aspirin trial early in the third quarter and if successful, this trial has the potential to support accelerated approval, subject to FDA review.

“Dosing the first patient in our oral transmucosal fast-acting high-dose aspirin formulation study is an important milestone for Aspire as we continue the clinical development of our lead product candidate,” said Kraig Higginson, Chief Executive Officer of Aspire. “We are proud that our aspirin formulation is one step closer to our goal of addressing several key unmet needs, and we are grateful to our patients for participating in this trial.”

About the Aspire Targeted Oral Delivery Platform

Aspire’s technology delivers a soluble, fast acting granular or powder form drug formulation which has been developed by using our patent-pending methodology, and “trade secret” process. The technologies new mechanism of action allows for rapid sublingual absorption and entry into the bloodstream. The benefits of “rapid absorption” are to provide nearly instant treatment impact and high dose absorption. The Company’s patent-pending delivery system includes components specifically formulated to allow rapid sublingual absorption of drugs into the blood stream, thus by-passing the gastrointestinal tract, and potentially provide an improved treatment outcome.

About Aspire Biopharma, Inc.

Headquartered in Humacao, Puerto Rico, Aspire Biopharma has developed a disruptive technology through a Novel Soluble Formulation which addresses emergencies, drug efficacy, dosage management, and response time. For more information, please visit www.aspirebiolabs.com.

Safe Harbor Statement

Certain statements made in this communication are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of words such as “estimate,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “future,” “propose,” “potential,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Aspire’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Aspire Biopharma Holdings, Inc.

Contact

TraDigital IR
Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com

SOURCE: Aspire Biopharma Holdings, Inc.

View the original press release on ACCESS Newswire

Fans Can Shop Official Merchandise from Ghost Gaming, with Exclusive Designs Launching at DreamHack Dallas May 23-25

NEWPORT BEACH, CALIFORNIA / ACCESS Newswire / May 20, 2025 / Amaze Holdings, Inc. (NYSE American:AMZE) (“Amaze” or the “Company”), a global leader in creator-powered commerce, today announced that its subsidiary, Amaze Software, Inc. (“Amaze Software“) entered a strategic partnership with Resurgens Gaming to become the official merchandise partner for Ghost Gaming. Through the collaboration, Amaze will power the official Ghost Gaming merchandise store and offer a fully integrated e-commerce platform for a growing roster of creators in the Ghost Creator Network.

Ghost Gaming is a leading North American gaming lifestyle organization with a roster of 85 managed content creators and esports competitors across multiple game titles including Fortnite, Call of Duty, Valorant, CS2, Rocket League, Tekken, and others.

With Amaze, Ghost Gaming now has a scalable, end-to-end solution that streamlines merchandise production, online store creation, and global fulfillment. Each creator in the Ghost Creator Network can have their own custom-branded webstore, unique URL, design services, social media promotion, account management, and turnkey on-demand production and fulfillment to their community.

“We are proud to be Ghost Gaming’s official print-on-demand merchandise partner, providing greater visibility and revenue streams for the growing number of influential creators in the gaming space,” said Aaron Day, CEO of Amaze Software. “As Ghost Gaming expands its creator roster, we are excited to provide a solution that supports both the organization and individual influencers with the advanced e-commerce tools they need to succeed in today’s expanding creator economy.”

The Ghost Gaming merchandise storefront is now live on Spring by Amaze, featuring:

• A Ghost Artist Collection

Additional creator collections and brand collaborations are expected monthly, including a limited-edition Ghost Gaming x Jon Stand drop later this year.

As part of the partnership, Amaze and Ghost Gaming will debut merchandise at DreamHack Dallas held on May 23-25, one of North America’s largest gaming festivals.

“Both Amaze and Ghost Gaming are creator-powered organizations,” said Jon Bukosky, Chief Commercial Officer at Resurgens Gaming. “With this partnership, we introduce new ongoing Ghost Gaming merchandise and, most importantly, will also help gaming content creators build and scale their own brands.”

The partnership makes it easier for fans to discover and purchase authentic, creator-developed merchandise that matches their interests.

For investor information, please contact IR@amaze.co

For press inquiries, please contact PR@amaze.co

About Amaze:
Amaze Software, Inc. is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services. By empowering anyone to “sell anything, anywhere,” Amaze enables creators to tell their stories, cultivate deeper audience connections, and generate sustainable income through shoppable, authentic experiences. Discover more at www.amaze.co.

About Ghost Gaming:
Ghost Gaming is a community-driven gaming organization cultivating talent and providing platforms to create engaging branded entertainment partnerships. Ghost Gaming has a roster of professional gamers and content creators across multiple titles, including Fortnite, Rocket League, Call of Duty and Valorant. With millions of social media followers across all platforms, Ghost is committed to finding and developing exceptional talent that represents the diverse gaming landscape.

Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events and developments or to our future operating or financial performance, are subject to risks and uncertainties and are based estimates and assumptions. Forward-looking statements may include, but are not limited to, statements about our strategies, initiatives, growth, revenues, expenditures, our plans and objectives for future operations, and future financial and business performance. These statements can be identified by words such as such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” and are based our current expectations and views concerning future events and developments and their potential effects on us.

These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statement. These risks include: our ability to execute our plans and strategies; our limited operating history and history of losses; our financial position and need for additional capital; our ability to attract and retain our creator base and expand the range of products available for sale; we may experience difficulties in managing our growth and expenses; we may not keep pace with technological advances; there may be undetected errors or defects in our software or issues related to data computing, processing or storage; our reliance on third parties to provide key services for our business, including cloud hosting, marketing platforms, payment providers and network providers; failure to maintain or enhance our brand; our ability to protect our intellectual property; significant interruptions, delays or outages in services from our platform; significant data breach or disruption of the information technology systems or networks and cyberattacks; risks associated with international operations; general economic and competitive factors affecting our business generally; changes in laws and regulations, including those related to privacy, online liability, consumer protection, and financial services; our dependence on senior management and other key personnel; and our ability to attract, retain and motivate qualified personnel and senior management.

Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other future filings and reports that we file with the Securities and Exchange Commission (SEC) from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the press release. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments.

SOURCE: Amaze Holdings, Inc.

View the original press release on ACCESS Newswire

Company Updates Investor Presentation to Reflect Strong Q1 Earnings, More than $20M in Pro Forma Revenue and 15% Increase in 2025 Pro Forma Revenue Guidance

AUSTIN, TEXAS / ACCESS Newswire / May 20, 2025 / Interactive Strength Inc. (Nasdaq:TRNR) (“TRNR” or the “Company”), maker of innovative specialty fitness equipment under the CLMBR and FORME brands and pending acquirer of Sportstech and Wattbike, today updated its investor presentation showing 2025 pro forma revenue guidance increasing by 15% to more than $75M.

TRNR’s Q1 shareholder letter can also be found on the Company’s website for a summary of the recent developments.

For more commentary, information and details on the rationale for and structure of the expected acquisitions, please see TRNR’s investor presentation on the Company’s investor website as well as its required filings with the US Securities & Exchange Commission (SEC).

TRNR Investor Contact

ir@interactivestrength.com

TRNR Media Contact

john@sintercompany.com

About Interactive Strength Inc.:

Interactive Strength Inc. produces innovative specialty fitness equipment and digital fitness services under two main brands: 1) CLMBR and 2) FORME. Interactive Strength Inc. is listed on NASDAQ (symbol: TRNR).

CLMBR is a vertical climbing machine that offers an efficient and effective full-body strength and cardio workout. CLMBR’s design is compact and easy to move – making it perfect for commercial or in-home use. With its low impact and ergonomic movement, CLMBR is safe for most ages and levels of ability and can be found at gyms and fitness studios, hotels, and physical therapy facilities, as well as available for consumers at home. www.clmbr.com.

FORME is a digital fitness platform that combines premium smart gyms with live virtual personal training and coaching to deliver an immersive experience and better outcomes for both consumers and trainers. FORME delivers an immersive and dynamic fitness experience through two connected hardware products: 1) The FORME Studio Lift (fitness mirror and cable-based digital resistance) and 2) The FORME Studio (fitness mirror). In addition to the company’s connected fitness hardware products, FORME offers expert personal training and health coaching in different formats and price points through Video On-Demand, Custom Training, and Live 1:1 virtual personal training. www.formelife.com.

This press release includes certain statements that are “forward-looking statements” for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements generally are accompanied by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the possibility of acquiring future businesses or completing the referenced pending transactions in a timely manner or at all, the financial performance of those acquisitions and the resulting guidance of having more than $75m of pro forma revenue in 2025, or more than $20m in Q1, achieving profitability by Q4, and the financial performance of the acquisition targets which have not been audited or reviewed by a PCAOB auditor and could vary materially (a) once that audit or review work is completed and such financials are included in the Company’s reported financials and (b) due to the effect of the exchange rates of foreign currencies which can be volatile. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company. Risks and uncertainties include but are not limited to: demand for our products; competition, including technological advances made by and new products released by our competitors; our ability to accurately forecast consumer demand for our products and adequately maintain our inventory; and our reliance on a limited number of suppliers and distributors for our products. A further list and descriptions of these risks, uncertainties and other factors can be found in filings with the Securities and Exchange Commission. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements.

# # #

SOURCE: Interactive Strength Inc.

View the original press release on ACCESS Newswire

Arrive AI technology poised to bring autonomous delivery to Hampton Roads, Richmond and Norfolk ahead of other locations

INDIANAPOLIS, IN / ACCESS Newswire / May 20, 2025 / Arrive AI (NASDAQ:ARAI), an autonomous delivery network anchored by patented AI-powered Arrive Points™, announced today that it is partnering with Go2 Delivery, a Virginia-based carbon-free courier company committed to sustainable practices and the restoration of the local Chesapeake Bay ecosystem, to autonomously deliver specialty pharmacy products using Arrive AI technology.

Go2 Delivery makes pharmacy-related, same-day courier operations for its customers. Go2 Delivery is rolling out Arrive Points in Virginia Beach. Arrive AI and Go2 Delivery have been testing the process for the past several months. Go2 Delivery envisions a day very soon when all high value deliveries will leverage the Arrive AI technology.

“Arrive AI and Go2 Delivery share a vision for a greener delivery future” said Arrive AI CEO Dan O’Toole. “Our cutting-edge autonomous platform, poised to significantly reduce the carbon footprint of package delivery, is ready to demonstrate tangible benefits in a market already embracing autonomous innovation through this strategic collaboration.”

Go2 Delivery has operated for 28 years from its Virginia Beach headquarters and counts innovation as another of its priorities. CEO Eric Brown said, “The Arrive AI platform offers a compelling solution for pharmacies that deal with high-risk, high-value medications, each costing up to $30,000. Our partnership with Arrive AI ensures secure delivery, particularly in theft-prone or multi-family environments, directly benefiting patients managing serious health challenges.”

Brown continued, “Delivering a sensitive drug to the wrong patient doesn’t just endanger that person’s health, it puts the courier and the pharmacy at risk for violating PHI (private health information) or federal HIPAA privacy laws. For example, a situation in which a neighbor inadvertently received a package meant for an HIV sufferer could prompt HIPAA Fines and lawsuits. The Arrive AI ALM platform’s authentication process and its climate-controlled, secure space is a game-changer.”

Brown said delivery errors frequently plague large apartment complexes due to confusing unit numbers, inadequate signage, and similarly named streets. The Arrive AI platform directly addresses these issues by providing secure, individually linked mailboxes. This ensures couriers can make accurate, single-point deliveries, guaranteeing the right recipient receives their package, maintained at the correct temperature.

Beyond delivery, Arrive AI’s platform offers a versatile solution. Its proprietary technology enables interaction with Internet of Things (IoT) devices, facilitates alerts and alarms for public safety, acts as a charging station, and provides other vital functionalities. This innovative approach, coupled with Virginia’s established leadership in autonomous delivery, positions Arrive AI to showcase its significant benefits in a receptive market.

Brown said he has been interested in adding autonomous delivery to his operation since 2014 when the nation’s first legally authorized medication was delivered by drone in rural Virginia.

“The best use-case for drones in the package delivery industry is to get necessary medication to the people who need it, regardless of their location,” Brown said. “These are exciting times as we get closer to the promise of that delivery back in 2014.”

Virginia has been a hotbed for drone delivery experimentation, primarily in the retail space, with Walmart offering drone deliveries in Virginia Beach, and Christiansburg has offered drone delivery on demand for years via Wing.

“This is a pivotal moment. We are throwing down the gauntlet and commencing a new age for all shippers and deliverers! Mark this date.” O’Toole said.

-30-

About Go2Delivery: Established from the 25-year legacy of Mobile One Courier, Go2 Delivery is a carbon-free courier company committed to sustainable practices and the restoration of the local Chesapeake Bay ecosystem. Rooted in values of innovation, minimalism, and interconnectedness, Go2 Delivery strives to provide exceptional service while actively working towards a greener tomorrow. Learn more at: www.go2delivery.com

About Arrive AI
Arrive AI’s patented Autonomous Last Mile (ALM) platform enables secure, efficient delivery to and from a smart, AI-powered mailbox, whether by drone, ground robot or human courier. The platform provides real-time tracking, smart logistics alerts and advanced chain of custody controls to support shippers, delivery services and autonomous networks. By combining artificial intelligence with autonomous technology, Arrive AI makes the exchange of goods between people, robots and drones frictionless and convenient. Its system integrates with smart home devices such as doorbells, lighting and security systems to streamline the entire last-mile delivery experience. Learn more at www.arriveai.com

Media contact: Cheryl Reed, media@arriveai.com

Investor Relations Contact: Alliance Advisors IR, ARAI.IR@allianceadvisors.com

Cautionary Note Regarding Forward Looking Statements

This news release and statements of Arrive AI’s management in connection with this news release or related events contain or may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “potential”, “will”, “should”, “could”, “would”, “optimistic” or “may” and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Arrive AI’s Registration Statement for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.

SOURCE: Arrive AI Inc.

View the original press release on ACCESS Newswire

VANCOUVER, BC / ACCESS Newswire / May 20, 2025 / CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) (“CoTec” or the “Company“) is pleased to announce a financing under the Listed Issuer Financing Exemption (as defined below), whereby the Company intends to raise up to $5 million through an offering of up to 6,410,256 units (each, a “Unit“) at a price of $0.78 per Unit (the “LIFE Offering“). Each Unit will consist of one common share in the capital of the Company (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“).

Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $1.20 for a period of 18 months following the issuance of the Units. The Common Shares offered under the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. The Warrants will be subject to an accelerated expiry provision such that if, for any 15 consecutive trading days (the “Premium Trading Days“) during the unexpired term of the Warrants, the closing price of the Common Shares exceeds $1.35, the expiry date will be accelerated to 30 calendar days (the “Acceleration Clause“). The activation of the Acceleration Clause will be announced by press release and the 30-day period will commence 7 days after the last Premium Trading Day.

Concurrently with the LIFE Offering, the Company also intends to complete a private placement financing whereby the Company intends to raise up to $5,000,000 through an offering of up to 6,410,257 Units to be priced at $0.78 per Unit (the “Concurrent Offering” and together with the LIFE Offering, the “Offering“). The Common Shares offered under the Concurrent Offering will be subject to a four month and one day hold period in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds of the Offering to fund the detailed design and engineering at HyProMag USA LLC, the Company’s drilling program at its Lac Jeannine property, further investment obligations and for general corporate purposes. The Offering will be non-brokered in Canada and the Company has retained ECM Capital Advisors Ltd. as international placement agent and Odeon Capital Group LLC as U.S. placement agent (collectively, the “Agents“). The Company anticipates paying a commission to the Agents in connection with the Offering as well as a finder’s fee to Integrity Capital Group Inc. (“ICG“) in connection with purchasers that may be introduced by ICG to the Offering. Any commissions or finder’s fees payable will be in accordance with the policies of the TSX Venture Exchange (the “TSXV“).

The Offering is expected to close on or about June 15, 2025 or such other date or dates as the Company may determine, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSXV. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the LIFE Offering is being made pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption“). The Concurrent Offering is made pursuant to prospectus exemptions under NI 45- 106 including, but not limited to, the accredited investor exemption.

Certain insiders of the Company are expected to participate in the Offering, making the Offering a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holdings in Special Transactions (“MI 61-101“). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the Company’s shares are currently listed only on the TSXV and OTCQB and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25% of the Company’s market capitalization (as determined under MI 61-101). The material change report in connection with the Offering is not expected to be filed 21 days in advance of the closing of the Offering for the purposes of section 5.2(2) of MI 61-101 on the basis that the subscriptions under the Offerings are not expected to be finalized until shortly before the closing of the Offerings.

Actual results in each case could differ materially from those currently anticipated in such statements, due to known an unknown risks and uncertainties affecting the Company, including but not limited to: general economic, political and market factors in North America and internationally, interest and foreign exchange rates, changes in costs of goods and services, global equity and capital markets, business competition, technological change, changes in government relations, industry conditions, unexpected judicial or regulatory proceedings and catastrophic events. The Company’s investments are being made in mineral extraction related assets and technologies which are subject to their own inherent risks and the success of such Investments may be adversely impacted by, among other things: environmental risks and costs; labor costs and shortages; uncertain supply and price fluctuations in materials; increases in energy costs; labor disputes and work stoppages; leasing costs and the availability of equipment; heavy equipment demand and availability; contractor and subcontractor performance issues; worksite safety issues; project delays and cost overruns; extreme weather conditions; and social disruptions. As the investments are being made in mineral extraction technology, such investments will also be subject to risks of successful application, scaling and deployment of technology, acceptability of technology within the industry, availability of assets where technology could be applied, protection of intellectual property in relation to such technology, successful promotion of technology and success of competitor technology. Any material adverse change in the Company’s financial position or a failure by the Company to successfully make investments in the manner currently contemplated, could have a corresponding material adverse change on the investments and, by extension, the Company.

For further details regarding risks and uncertainties facing the Company, please refer to “Risk Factors” in the Company’s filing statement dated April 6, 2022, a copy of which may be found under the Company’s SEDAR+ profile at www.sedarplus.ca. The Company assumes no responsibility to update forward-looking statements in this press release except as required by law. Readers should not place undue reliance on the forward-looking statements and information contained in this press release and are encouraged to read the Company’s continuous disclosure documents, which are available on SEDAR+ at www.sedarplus.ca.

For further information, please contact:
Braam Jonker – (604) 992-5600

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

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

SOURCE: CoTec Holdings Corp.

View the original press release on ACCESS Newswire

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

TORONTO, ON / ACCESS Newswire / May 20, 2025 / Cerrado Gold Inc. (“Cerrado“) (TSXV:CERT)(OTCQX:CRDOF) and Ascendant Resources Inc. (TSX:ASND)(OTCQB:ASND) (“Ascendant” or the “Company“) are pleased to announce the successful completion of the previously announced plan of arrangement (the “Arrangement“) under the Business Corporations Act (Ontario) pursuant to which Cerrado has acquired all of the issued and outstanding common shares of Ascendant (“Ascendant Shares“) that it did not already own. The Arrangement was carried out pursuant to the terms of the arrangement agreement between Ascendant and Cerrado dated February 3, 2025, as amended, (the “Arrangement Agreement“) 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 1/7.8^th of a common share in the capital of Cerrado (the “Consideration“). 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 email 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 de-listed 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 licenses, for both the mining and oil and gas industries in Portugal, Angola, Brazil and East Timor. Most notably, he was the legal advisor 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 – 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 (the “Circular”), which is available on SEDAR+ (www.sedarplus.com) under Ascendant’s issuer profile.

Advisors

Stifel Nicolaus Canada Inc. acted as financial advisor 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 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. Ascendant’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 Ascendant is available on SEDAR+ at www.sedarplus.com.

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% owner of both the producing Minera Don Nicolás and Las Calandrias mine in Santa Cruz province, Argentina. In Canada, Cerrado Gold is developing it’s 100% owned Mont Sorcier Iron Ore and Vanadium project located outside of Chibougamou, Quebec.

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 ongoing to further unlock potential resources in our highly prospective land package in the heart of the Deseado Masiff.

In Canada, Cerrado holds a 100% 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 SDG goals.

For more information about Cerrado please visit Cerrado’s website at: www.cerradogold.com.

Additional information relating to Cerrado is available on SEDAR+ at www.sedarplus.com.

For further information regarding Cerrado or Ascendant, contact:

Mark Brennan Mike McAllister
Executive Chairman Vice President, Investor Relations
Tel: +1-647-805-5662
mmcallister@ascendantresources.com

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 and Cerrado, statements and information concerning the Arrangement, statements concerning the issuance of Cerrado replacement options and warrants, the de-listing of Ascendant shares from the TSX, and the intention to obtain an order to cease being a reporting issuer in the applicable jurisdictions and terminate its public reporting requirements.

In making the forward-looking statements contained in this press release, Ascendant and Cerrado have made certain assumptions. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the assumptions, plans, intentions or expectations upon which they are placed will occur. Although Ascendant and Cerrado believe 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 and Cerrado disclaim 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 Circular and under the heading “Risk Factors” in Ascendant’s Annual Information Form dated March 27, 2025 and under the heading “Risks and Uncertainties” in Ascendant’s most recent Management’s Discussion and Analysis and other risks identified in Cerrado’s and Ascendant’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 Ascendant’s or Cerrado’s forward-looking information. The statements containing forward-looking information are based on the respective beliefs, expectations and opinions of management of the companies on the date the statements are made, and Ascendant and Cerrado do 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.

Neither 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.

SOURCE: Cerrado Gold Inc.

View the original press release on ACCESS Newswire