VANCOUVER, British Columbia, Dec. 30, 2025 (GLOBE NEWSWIRE) -- Ascot Resources Ltd. (TSXV:AOT.H; OTCID: AOTVF), OTCID: AOTVF) ("Ascot" or the "Company") is pleased to announce that it has closed the first tranche (the "First Tranche") of the "best efforts" brokered private placement (the "Offering") of units of the Company that was previously announced on December 22, 2025, with participation from large shareholders including Ccori Apu.
The Company also announces that it has entered into amended and restated agreements with Nebari and Sprott (as defined below).
The Company previously announced the completion of a rights offering on December 15, 2025, the proceeds of which have been used to settle existing lien claims in relation to Premier Gold Mine.
The Company has received conditional approval from the TSX Venture Exchange ("TSXV") to be reactivated from NEX to a Tier 2 Mining Issuer on the TSXV, following completion of the Offering and final acceptance of the Nebari and Sprott amendments.
Additionally, the Company announces that Jim Currie will be stepping down as President, CEO and Director, replaced by Robert McLeod. Alex Morrison will join the Board of Directors as Lead Director, Ryan Wemark, P.Eng will join as Executive Vice-President and Tally Barmash will join as Corporate Secretary.
"We are grateful to secured and legacy creditors, shareholders, new investors and Ascot's Board and Management team for working with our team to restructure Ascot and supporting our new development vision for a high-grade gold producer near my hometown of Stewart, BC," said Robert McLeod, President and CEO of Ascot Resources. "In particular, we wish to recognize Procon Mining and Nuna Construction for working with us to reach a mutually agreeable payables settlement - we deeply appreciate their support. Additionally, we are grateful to Ccori Apu, current and new shareholders who all believe in the quality and potential of the Red Mountain and Premier Gold Projects and who participated in the Equity financing and Rights Offering. Finally, we are grateful to outgoing CEO Jim Currie, for his steady hand that stabilized Ascot during exceptionally difficult financial and operating conditions in 2025, avoiding CCAA and adding strong members to the Ascot team. We wish Jim all of the best in his future endeavours.
"In the weeks ahead, the Company will announce detailed plans for development of the Company's projects, additions to the management team as well as a corporate rebrand and proposed name change. In particular, we believe the rapid development of the high-grade, underground bulk-mineable Red Mountain Project is the key to the successful commissioning and operation of a centralized mill to process material from the multiple deposits in the Golden Triangle."
"We see significant value at Ascot, including a fully permitted, 2,500 tonne per day CIL mill, over 6,400 meters of recently built underground workings at two deposits, a water treatment plant, a tailings facility with road access and grid power," said Ryan Weymark, Executive Vice-President. "We have an executable plan to maximize value from the significant Mineral Resources at Red Mountain and the Premier Gold Project and bring recent experience in re-starting distressed mining operations within the Fiore Group."
The Offering
The closing of the First Tranche consisted of 133,588,478 hard dollar units of the Company (the "HD Units") at a price of C$0.60 per HD Unit for gross proceeds of approximately C$80.1 million. Each HD Unit is comprised of one common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a "HD Warrant Share") at an exercise price of C$0.85 per HD Warrant Share for a period of 12 months following closing of the First Tranche expiring December 30, 2026. The gross proceeds from the First Tranche will be used by the Company to further develop the Premier Gold Mine and Red Mountain project and for general corporate purposes. No flow-through units were issued as part of the First Tranche of the Offering.
The Offering is being conducted by a syndicate of agents co-led by Canaccord Genuity Corp. and Raymond James Ltd., and includes Desjardins Capital Markets (the "Agents").
In consideration for the services rendered in connection with the First Tranche, the Agents received a cash fee equal to 6% of the aggregate gross proceeds of the First Tranche, reduced to 2% in respect of sales to certain purchasers, and were granted 4,350,275 non-transferable broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder thereof to purchase one Common Share (a "Broker Warrant Share") at an exercise price of $0.60 per Broker Warrant Share for a period of 24 months following the closing date of the First Tranche expiring December 30, 2027.
The first tranche of the Offering involved the issuance of 92,959,170 HD Units (for a subscription amount of C$55,775,502) to insiders, who are related parties (as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101") and therefore constitutes a related party transaction under MI 61-101. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(e) of MI 61-101.
The Company intends to use the net proceeds of the Offering to further develop the Premier Gold Mine and Red Mountain project and for general corporate purposes.
The remainder of the Offering is anticipated to close in January 2026.
The securities issued pursuant to the Offering will be subject to a four month hold period in accordance with Canadian securities law expiring on May 1, 2026. 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. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Nebari Amendments
The Company has entered into a second amended and restated convertible facility agreement with Nebari Natural Resources Credit Fund II, LP and Nebari Gold Fund 1 LP, ...
