Ascot Resources Ltd. (TSX: AOT) (OTCQX: AOTVF) is pleased to announce that it has closed the first of two tranches of the previously announced private placement, has entered into extensions of the existing waiver and forbearance conditions with its Secured Creditors (as defined below), and has received acceptance from the Toronto Stock Exchange of the Exemption (as defined below).

The Offering

The First Tranche closing consisted of 142,551,675 charity flow-through units of the Company at a price of C$0.1403 per CDE FT Unit and 191,435,095 hard dollar units of the Company at a price of C$0.115 per HD Unit for gross proceeds of approximately C$42.0 million. 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. The Shares and Warrants comprising the CDE FT Units will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada). The gross proceeds from the offering of the CDE FT Units will be used by the Company to incur eligible “Canadian development expenses” (within the meaning of the Income Tax Act (Canada)). The Qualifying Expenditures will be incurred or deemed to be incurred and renounced to the purchasers of the CDE FT Units with an effective date no later than September 30, 2025. The net proceeds from the offering of the HD Units will be used to advance the Premier Gold Project and for general corporate purposes. Please see the press release titled “Ascot Announces Best Efforts Private Placement to Fund Mine Development & Restart of Operations” dated February 20, 2025 for further details on sources and uses of funds. The second and final tranche of the Offering, pursuant to which the Company expects to issue an additional 162,000,000 HD Units at a price of C$0.115 per HD Unit for additional gross proceeds of approximately C$18.6 million, is anticipated to close on or about April 10, 2025.

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.

Forbearance Amendments

Sprott Private Resource Streaming and Royalty (B) Corp, and Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund II, LP and Nebari Collateral Agent LLC agreed, pursuant to definitive agreements entered into with the Company, to extend their existing waiver and forbearance conditions until September 30, 2025.

The Company also entered into an amending agreement to the amended and restated credit agreement with certain Nebari entities dated November 18, 2024, which amended the conversion price under the Convertible Facility to C$0.155. The exercise price of the existing Nebari Warrants (as defined below) was also amended to C$0.155. In addition, the maximum number of Shares issuable pursuant to the conversion of the Convertible Facility and the exercise of existing Nebari Warrants was amended from a maximum of 155,000,000 Shares to a maximum of 200,000,000 Shares, an increase of 45,000,000 Shares.

Sprott has committed to release the currently held US$7,500,000 second stream deposit from escrow upon achieving the agreed development and funding targets, consistent with the terms of the Company’s amended and restated purchase and sale agreements, dated November 15, 2024, with Sprott.

TSX Exemption from Shareholder Approval Requirements

The Company relied on the financial hardship exemption under Section 604(e) of 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.

Early Warning

In connection with the foregoing, Nebari also entered into an amending agreement to amended and restated cost overrun agreement dated March 14, 2025. This, together with the Convertible Facility, resulted in Nebari acquiring ownership of the following securities: (i) the Convertible Facility; (ii) 25,767,777 amended and restated warrants issued pursuant to the Convertible Facility; and (iii) 10,164,528 amended and restated warrants issued pursuant to the COF (collectively the “Nebari Warrants”).

Prior to the transactions specified in this press release, Nebari owned and controlled 10,231,041 Shares (representing 1.0% of the issued and outstanding Shares on a non-diluted basis) and each of the Convertible Facility (in the amount of US$13,800,000), Prepayment Warrants and COF Warrants (prior to each being amended) (representing 124,562,236 Shares or 11.3% of the issued and outstanding Shares on a converted/exercised partially diluted basis (this does not factor in the conversion of interest to Shares and the Prepayment Warrants as they are only exercisable if the Convertible Facility is redeemed in certain circumstances via a cash payment)). This is based on the exchange rate of US to Canadian dollars on March 13, 2025.

Following completion of the transactions, Nebari now owns and controls 10,231,041 Shares (representing 0.8% of the issued and outstanding Shares on a non-diluted basis) and the Convertible Facility (in the amount of US$13,800,000), Prepayment Warrants, and COF Warrants, representing 149,427,827 Shares (or 10.3% of the issued and outstanding Shares) on a converted/exercised partially diluted basis (this does not factor in the conversion of interest to Shares and the Prepayment Warrants as they are only exercisable if the Convertible Facility is redeemed in certain circumstances via a cash payment). This is based on the exchange rate of US to Canadian dollars on March 13, 2025.

The securities indicated in this press release were not acquired though the facilities of any market for securities of the Company as they were issued directly by Ascot. This transaction was completed by Nebari for investment purposes and Nebari may increase or decrease its investments in the Company at any time, or continue to maintain its current investment position, depending on market conditions or any other relevant factor.

No new consideration was paid for the amendments to the Credit Facility and the COF, and Nebari relied on Section 2.3 of National Instrument 45-106 – Prospectus Exemptions on the basis that Nebari is an “accredited investor” as defined therein.

This portion of the press release is included pursuant to National Instrument 62-103 – Take-Over Bids and Special Transactions, which also requires an early warning report to be filed on SEDAR+ (www.sedarplus.com) containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained on Ascot’s SEDAR+ profile.

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.