Mr. Rick Zimmer reports

ASCOT ANNOUNCES CLOSING OF THE FIRST TRANCHE OF PRIVATE PLACEMENT

Ascot Resources Ltd. 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 14.03 cents per CDE FT unit and 191,435,095 hard dollar units of the company at a price of 11.5 cents per HD unit for gross proceeds of approximately $42.0-million. Each offered security comprises 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 15.5 cents 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 Sept. 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 Feb. 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 million HD units at a price of 11.5 cents per HD unit for additional gross proceeds of approximately $18.6-million, is anticipated to close on or about April 10, 2025.

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 Sept. 30, 2025.

The company also entered into an amending agreement to the amended and restated credit agreement with certain Nebari entities dated Nov. 18, 2024, which amended the conversion price under the convertible facility to 15.5 cents. The exercise price of the existing Nebari warrants (as defined below) was also amended to 15.5 cents. 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 million shares to a maximum of 200 million shares, an increase of 45 million shares.

Sprott has committed to release the currently held $7.5-million (U.S.) 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 Nov. 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 (the COF) 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.

Prior to the transactions specified in this press release, Nebari owned and controlled 10,231,041 shares (representing 1.0 per cent of the issued and outstanding shares on a non-diluted basis) and each of the convertible facility (in the amount of $13.8-million (U.S.), prepayment warrants and COF warrants (prior to each being amended) (representing 124,562,236 shares or 11.3 per cent 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 United States dollars to Canadian dollars on March 13, 2025.

Following completion of the transactions, Nebari now owns and controls 10,231,041 shares (representing 0.8 per cent of the issued and outstanding shares on a non-diluted basis) and the convertible facility (in the amount of $13.8-million (U.S.)), prepayment warrants and COF warrants, representing 149,427,827 shares (or 10.3 per cent 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 U.S. dollars 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+ 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, B.C., 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-per-cent 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.

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