Ascot Resources Ltd. (TSX: AOT) (OTCQX: AOTVF) is pleased to announce that it has closed the second and final tranche of the previously announced private placement  of charity flow-through units of the Company and hard dollar units of the Company. Gross proceeds raised from the first tranche of the Offering and Second Tranche totalled approximately C$61.1 million, including significant participation from Ascot’s largest shareholders, Ccori Apu S.A.C., and Equinox Partners LLC.

The Offering

The Offering was conducted by a syndicate of agents co-led by Desjardins Capital Markets and BMO Capital Markets and included Raymond James Ltd. The First Tranche closed on March 14, 2025 and consisted of 142,551,675 CDE FT Units at a price of C$0.1403 per CDE FT Unit and 191,435,095 HD Units at a price of C$0.115 per HD Unit for gross proceeds of C$42,015,036. The Second Tranche consisted of 166,686,959 HD Units at a price of C$0.115 per HD Unit for gross proceeds of C$19,169,000. Each Offered Security is comprised of one common share of the Company and one common share purchase warrant of the Company. Each Warrant will entitle the holder to acquire one Share at a price of C$0.155 per Share for a period of 24 months following the First Tranche Closing Date, subject to adjustments. The Offered Securities will be subject to a hold period, in accordance with Canadian securities law, expiring four months and one day from their respective issue dates. As disclosed in Ascot’s March 7, 2025 news release, Ccori Apu S.A.C. participated in the Offering, resulting in 32.63% ownership on a fully diluted basis following the Offering. Equinox Partners LLC acquired an aggregate of 33,261,372 HD Units and, indirectly, 55,595,155 CDE FT Units pursuant to the Offering, 4,347,823 HD Units less than the amount disclosed in the news release dated March 7, 2025, resulting in 14.97% ownership on a fully diluted basis following the Offering.

Net proceeds of the Offering will be used to advance the Premier Gold Project and for general corporate purposes, with further details provided in Ascot’s February 20, 2025 and March 7, 2025 news releases.

The securities described above have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

TSX Exemption from Shareholder Approval Requirements

The Company relied on the financial hardship exemption under Section 604(e) of the Toronto Stock Exchange (the “TSX”) Company Manual in connection with the Offering, which has been accepted by the TSX. The TSX has placed the Shares under delisting review, which is customary practice when a listed issuer relies on such Exemption. No assurance can be provided as to the outcome of such review and the continued qualification for listing of the Shares on the TSX. The Company may delist from the TSX and pursue an alternative listing on the TSX Venture Exchange.

About Ascot Resources Ltd.

Ascot is a Canadian mining company headquartered in Vancouver, British Columbia, and its shares trade on the Toronto Stock Exchange under the ticker AOT and on the OTCQX under the ticker AOTVF. Ascot is the 100% owner of the Premier Gold Mine, which poured first gold in April 2024 and is located on Nisga’a Nation Treaty Lands, in the prolific Golden Triangle of northwestern British Columbia.