Ascot Resources Ltd. (TSX: AOT) (OTCQX: AOTVF) is pleased to announce that the Company has closed the previously announced senior secured debt financing and amendments, including approximately US$7.5 million from Sprott Private Resource Streaming and Royalty (B) Corp, In addition, the Company’s secured creditors, including Sprott Streaming and Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund II, LP and Nebari Collateral Agent LLC, have extended the waiver and forbearance agreements previously granted until May 31, 2025. Further information is available in the Company’s news releases dated October 30, 2024 and November 11, 2024.

Concurrently, the Company closed its previously announced “best-efforts” private placement offering of common shares of the Company. The Equity Financing was conducted by a syndicate of agents co-led by Desjardins Capital Markets and BMO Capital Markets and included Raymond James Ltd. and Velocity Trade Capital Ltd. Under the Equity Financing, the Company issued a total of 262,500,000 Common Shares at a price of C$0.16 per Common Share, for gross proceeds of approximately C$42 million. Ccori Apu S.A.C acquired 86,500,000 Common Shares pursuant to the Equity Financing, an additional 250,000 Common Shares from the amount disclosed in the news release dated November 11, 2024.

In connection with the Debt Financing, the Company issued 824,901 Common Shares to Sprott Streaming and 8,766,875 Common Shares to Nebari.

The net proceeds of the Financings will be used to advance the development of the Premier Northern Lights mine, restart the mill and restart the Big Missouri mine from the current state of care and maintenance.

Derek White, President and CEO, commented: “We commend our financing partners Sprott Streaming and Nebari for their cooperation and timely closing for this financing and forbearance. We express our gratitude to our existing shareholders who participated in the equity financing, including our largest shareholder Ccori Apu S.A.C., and Equinox Partners LLP and other long-term shareholders whose support is very much appreciated. The Company is focused on completing the development of our second mine, Premier Northern Lights, and has agreed to a focused development program with its mining contractor, Procon Mining & Tunneling Ltd, so that mill operations can restart in Q2 of 2025. With both the Premier Northern Lights and Big Missouri mines feeding the mill, Ascot anticipates it can sustainably deliver enough ore feed to profitably run the operation.”

Early Warning

In connection with the foregoing, Nebari agreed to an amended and restated convertible credit facility and an amended and restated cost overrun agreement each dated November 18, 2024, resulting in Nebari Partners, LLC, as investment Manager, together with Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund II, LP and Nebari Natural Resources AIV II, LP, acquiring ownership of the following securities: (i) the Convertible Facility; (ii) 25,767,777 amended and restated Common Share purchase warrants of Ascot issued pursuant to the Convertible Facility; (iii) 10,164,528 amended and restated Common Share purchase warrants of Ascot issued pursuant to the COF; and (iv) 8,766,875 Common Shares of Ascot issued as a result of the COF.

Prior to the transactions specified in this press release, the Acquiror owned and controlled no Common Shares of Ascot but did own convertible securities that if exercised would result in the Acquiror owning less than 10% of the issued and outstanding Common Shares of the Company. Following completion of the transactions, the Acquiror now owns and controls the Convertible Facility, Prepayment Warrants, COF Warrants and Alignment Shares, representing 8,766,875 Common Shares (or 0.89% of the issued and outstanding Common Shares) on a non-diluted basis or 121,211,611 Common Shares (or 11.08% of the issued and outstanding Common Shares) on a converted/exercised partially diluted basis (this does not factor in the conversion of interest to Common Shares). This is based on the exchange rate of US to Canadian dollars on November 14, 2024. As well, this does not account for the Prepayment Warrants as they are only exercisable if the Convertible Facility is redeemed in certain circumstances via a cash payment.

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 the Acquiror for investment purposes and the Acquiror 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 the Acquiror relied on Section 2.3 of National Instrument 45-106 – Prospectus Exemptions on the basis that the Acquiror 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.

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 the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About Ascot

Ascot is a Canadian mining company headquartered in Vancouver, British Columbia, and its shares trade on the Toronto Stock Exchange and on the OTCQX. 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.