Kirungu acquires American Pacific Honduras from Ascendant Resources valued at US$26.1 million

On April 27, 2020, Kirungu Corporation, a Panamanian company, completed a share purchase agreement to acquire American Pacific Honduras S.A. de C.V. from Ascendant Resources Inc. (AMPAC), a TSX listed mining company in a transaction valued at up to US$26.1 million (which includes the assumption of certain indebtedness by Kirungu Corporation). Pursuant to the Agreement, Ascendant will receive cash consideration of $1 million and an additional $0.1 million in working capital adjustments, as well as a royalty on zinc sales from the El Mochito mine that lasts until December 31, 2029. In connection with the purchase of AMPAC, Kirungu will assume all of Ascendant’s material liabilities with respect to AMPAC, the value of which is approximately $20-25 million. The Board of Directors of Ascendant, who are all free from any interest in the transaction, have determined that Ascendant is in financial hardship, the transaction is designed to improve Ascendant’s financial situation, and the terms of the transaction are reasonable for Ascendant in the circumstances. Completion of the transfer of legal title to the AMPAC shares to Kirungu is not expected to occur until the expiry of the period of review of the transaction by antitrust approvals from the Comisión para la Defensa y Promoción de la Competencia of Honduras, or the receipt of their earlier formal approval or waiver. Fasken advised Kirungu Corporation with a team lead by John Sabetti and including Matthew Downer and Mitchell Thaw.