Mr. James Currie reports

ASCOT TO LAUNCH C$0.01 PER SHARE RIGHTS OFFERING AND 50:1 SHARE CONSOLIDATION; ENTERS INTO ADVISORY AGREEMENT WITH FIORE AND SUPPORT OF MAJOR SHAREHOLDERS AND CREDITORS

Ascot Resources Ltd. has entered into an advisory services agreement with Fiore Management and Advisory Corp., pursuant to which Fiore has agreed to assist Ascot with restructuring, refinancing and enhancing the leadership team of Ascot, with a focus on the Red Mountain deposit and a view to eventually restarting production at Ascot's Premier gold project.

Key terms of the restructuring

The restructuring will primarily consist of a non-brokered offering of rights to raise approximately $14.9-million (Canadian) fully backstopped by Fiore. Pursuant to the rights offering, all eligible registered shareholders of Ascot will receive one right for every common share of Ascot held as of a record date to be specified entitling the holder of such right to acquire a new common share of Ascot for one Canadian cents per share.

Subsequent to the closing of the rights offering, the company will complete a 1:50 share consolidation. Fiore has further agreed to use its best efforts to facilitate and assist with an equity financing of $150-million (Canadian) to be priced in the context of the market and taking into consideration the one-Canadian-cent-per-share rights offering.

In principle, the restructuring has the support of the majority of the company's shareholders and creditors.

Fiore and Ascot are in advanced negotiations with Nebari Gold Fund 1 LP, Nebari Natural Resources Credit Fund II LP and Nebari Collateral Agent LLC, one of the company's senior lenders, to complete a bridge financing available in multiple drawdowns to a maximum of $18-million (U.S.), subject to the satisfaction of certain conditions precedent for each drawdown, with Nebari receiving common share purchase warrants with an exercise price equal to the share price of the private placement. This loan is anticipated to be in place by the end of the month.

All of the foregoing financings are subject to Ascot, with Fiore's assistance, arranging for the settlement of certain existing lien claims in relation to Premier gold mine from the proceeds of the rights offering.

Ascot, with Fiore's assistance, will work toward restructuring certain existing indebtedness with Nebari and amending existing secured streams with Sprott Private Resource Streaming and Royalty (B) Corp. and/or its affiliates. Negotiations with Nebari on this restructuring and Sprott on this amendment are in advanced stages.

Fiore has also committed to assist Ascot with enhancing the management team so that it has the depth and expertise to advance the Red Mountain deposit and restart the Premier gold project.

The restructuring remains subject to approval by the TSX Venture Exchange and certain shareholder approval requirements.

"Today's announcement marks a turning point for the company following an undeniably difficult period for Ascot. By partnering with a credible group such as Fiore, we are taking definitive action to create a stable capital structure to enable the advancement of Red Mountain and sustainably restart the project," said Andree St-Germain, chair of the special committee of Ascot.

"We recognize this restructuring is a difficult next step for shareholders, but it is both timely and necessary considering the company's challenging financial situation. Since we initiated our strategic review, Ascot and its financial advisers have rigorously explored alternatives, including a sale of the company, mergers, asset sales, alternative financing sources and even the potential for protection under the Companies' Creditors Arrangement Act (CCAA). In this context, Fiore's proposal offered the most preferable outcome for all stakeholders," added Ms. St-Germain.

uroject Update

The Premier gold mine and Red Mountain have been on care and maintenance since June 25, 2025. Following completion of the reorganization, the company expects the project to remain in care and maintenance for a period of time. Since construction and development commenced in mid-2021, the company has incurred approximately $538-million (Canadian) in construction and development costs. The Premier mill has been refurbished and commissioned at a rate of 2,500 tonnes per day (tpd), 6,300 metres (m) of development have been driven in the Premier Northern Lights and Big Missouri deposits, a new water treatment plant has been built and operating since February, 2024, and a 128-bed camp has been built. Following the reorganization, studies will be conducted by new management to determine how best to progress the project to commercial production.

Advisers and counsel

Desjardins Capital Markets is acting as financial adviser to Ascot and Maxit Capital LP is acting as financial adviser to the special committee of Ascot. Blake, Cassels & Graydon LLP is acting as legal counsel to Ascot. Maxit Capital has provided an opinion to the special committee of Ascot to the effect that, based upon and subject to the assumptions, limitations and qualifications in the opinion, the restructuring is fair, from a financial point of view, to the company.

About Ascot Resources Ltd.

Ascot is a Canadian mining company headquartered in Vancouver, B.C., and its shares trade on the NEX under the ticker AOT.H and on the OTCQB under the ticker AOTVF. Ascot is the 100-per-cent owner of the Premier gold mine, which is located on Nisga'a Nation treaty lands, in the prolific Golden Triangle of northwestern British Columbia.

For more information about the company, please refer to the company's profile on SEDAR+ or visit the company's website.

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