12:34:27 EST Fri 02 Dec 2022
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Ascot Resources Ltd
Symbol AOT
Shares Issued 376,351,128
Close 2022-02-14 C$ 1.13
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Ascot Resources arranges $56-million bought deal

2022-02-14 16:55 ET - News Release

Mr. David Stewart reports

ASCOT RESOURCES LTD. ANNOUNCES C$56 MILLION BOUGHT DEAL FINANCING

Ascot Resources Ltd. has entered into an agreement with a syndicate of underwriters co-led by Desjardins Capital Markets and BMO Capital Markets, under which the underwriters have agreed to buy on a bought deal basis approximately $56-million of common shares and units of the company.

The offering will consist of a combination of (i) 28.61 million common shares of the company at a price of $1.02 per offered share for gross proceeds of $29,182,200; (ii) 5.1 million hard-dollar units of the company at a price of $1.02 per HD unit for gross proceeds of $5,202,000; (iii) 14.59 million units of the company that qualify as flow-through shares, as defined in the Income Tax Act (Canada), that may be donated to a registered charity at a price of $1.255 per CDE FT unit for gross proceeds of $18,310,450, and (iv) 3.24 million common shares of the company that qualify as flow-through shares as defined in the Income Tax Act (Canada) at a price of $1.13 per CEE FT share for gross proceeds of $3,661,200. Each HD unit and CDE FT unit will comprise one common share of the company and one-half of one common share purchase warrant with each warrant entitling the holder to purchase one common share of the company at a price of $1.25 for a period of 24 months subject to acceleration. The offered shares will be offered pursuant to a prospectus supplement to be filed in all of the provinces and territories of Canada, other than Quebec. The HD units, CDE FT units and CEE FT shares will be offered by way of private placement pursuant to applicable prospectus exemptions and will be subject to hold periods in accordance with applicable securities laws. The HD units, CDE FT units and CEE FT shares shall be subject to a four-month hold period in Canada.

The company has granted the underwriters an option, exercisable, in whole or in part, at any time until 48 hours prior to the closing of the offering, to purchase such number of HD units that is equal to 15 per cent of the offered securities sold pursuant to the offering to cover overallotments, if any.

The majority of Ascot's named executive officers and board of directors will be subscribing for offered securities in an amount exceeding $500,000 in aggregate.

The net proceeds from the sale of offered shares and HD units will be used for capital costs at the Premier gold project and for general corporate purposes. The gross proceeds of the sale of CDE FT units will be used to incur capital expenditures at the Premier gold project. The gross proceeds of the sale of CEE FT shares will be used to support the company's Premier gold project exploration program.

An amount equal to the gross proceeds from the issuance of the CDE FT units will be used to incur Canadian development expenses as defined in the Income Tax Act (Canada) and an amount equal to the gross proceeds from the issuance of the CEE FT shares will be used to incur Canadian exploration expenses as defined in the Income Tax Act (Canada). The CEE will qualify as flow-through mining expenditures within the meaning of the Income Tax Act (Canada). The qualifying expenditures, being both the CEE and CDE, will be incurred on or before Dec. 31, 2022, in the case of CDE, and on or before Dec. 31, 2023, in the case of CEE, and will be renounced by the company to the subscribers with an effective date no later than Dec. 31, 2022, to the initial purchasers of the CDE FT units and CEE FT shares in an aggregate amount not less than the gross proceeds raised from the issue of the CDE FT units and CEE FT shares.

The offering is expected to close on or about March 8, 2022, and is subject to the company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

About Ascot Resources Ltd.

Ascot is a Canadian-based junior exploration and development company focused on restarting the past-producing Premier gold mine, located in British Columbia's prolific Golden Triangle. Ascot shares trade on the Toronto Stock Exchange under the ticker AOT. Concurrent with progressing the development of Premier, the company continues to successfully explore its properties for additional high-grade underground resources. Ascot is committed to the safe and responsible development of Premier in collaboration with Nisga'a Nation as outlined in the benefits agreement.

We seek Safe Harbor.

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