Mr. Robert McLeod reports

ASCOT ANNOUNCES CLOSING OF THE FINAL TRANCHE OF PRIVATE PLACEMENT, RAISING AGGREGATE GROSS PROCEEDS OF C$175 MILLION AND APPOINTS ALEX MORRISON AS CHAIR OF THE BOARD OF DIRECTORS

Ascot Resources Ltd. has closed the second and final tranche of the previously announced best efforts brokered private placement of charity flow-through units of the company and hard dollar units of the company. The aggregate gross proceeds raised from the first tranche of the offering and second tranche totalled approximately $175-million.

The offering was conducted by a syndicate of agents co-led by Canaccord Genuity Corp. and Raymond James Ltd. and included Desjardins Capital Markets. The first tranche closed on Dec. 30, 2025. The second tranche consisted of 34,246,576 CDE FT units at a price of 73 cents per CDE FT unit for gross proceeds of approximately $25-million and 116,411,520 HD units at a price of 60 cents per HD unit for gross proceeds of approximately $69.8-million. Each offered security comprises one common share of the company and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of 85 cents per warrant share for a period of 12 months following Dec. 30, 2026, being 12 months from the closing date of the first tranche. 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.

Net proceeds from the sale of the HD units comprising part of the offering will be used to further develop the Premier gold mine and Red Mountain project, and for general corporate purposes.

The common shares and warrants comprising the CDE FT units will each qualify as a flow-through share for the purposes of the Income Tax Act (Canada) and regulations thereunder. The common shares issued on exercise of the warrants comprising the CDE FT units will not be flow-through shares for the purposes of the tax act. The gross proceeds from the sale of the CDE FT units comprising part of the offering will be used by the company to incur eligible Canadian development expenses (within the meaning of the tax act).

In consideration for the services rendered in connection with the second tranche, the agents received a cash fee equal to 6 per cent of the aggregate gross proceeds of the second tranche and were granted 9,039,485 non-transferable broker warrants. Each broker warrant entitles the holder thereof to purchase one common share at an exercise price of 60 cents per broker warrant share for a period of 24 months following the closing date of the second tranche, expiring Jan. 27, 2028.

New chairperson

Ascot is pleased to announce the appointment of Alex Morrison to the role of non-executive chair of the board of directors of Ascot effective Jan. 27, 2026. Mr. Morrison joined the board as lead director effective Dec. 30, 2025, and replaces Indi Gopinathan who has served as interim chair since October, 2025, and continues as board director.

Equity grant

The company further announces the granting of incentive stock options to purchase an aggregate of 22.3 million common shares to certain directors, officers, employees and consultants of the company in accordance with the company's second amended and restated stock option plan, which was last approved by the shareholders of the company at its annual meeting of shareholders held on June 18, 2025. Each option is exercisable into one common share at an exercise price of $1.75. The options vest over 18 months, with 25 per cent vesting on the date of grant and an additional 25 per cent vesting every six months thereafter, expiring Jan. 27, 2031; chief executive officer and directors options vest over 24 months with 20 per cent vesting on date of grant and an additional 20 per cent every six months.

In addition, the company has granted 8,430,260 restricted share units (RSUs) and 740,000 deferred share units (DSUs) to certain directors, officers and consultants of the company. Each of the RSUs and DSUs will vest equally over three years, with the first vesting date occurring Jan. 27, 2027. Upon vesting, each RSU and DSU represents the right to receive one common share in accordance with the amended and restated share unit plan and the amended and restated deferred share unit plan, which were last approved by the shareholders of the company at its annual meeting of shareholders held on June 18, 2025.

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 OTCID 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.

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