VANCOUVER, British Columbia, Dec. 01, 2025 (GLOBE NEWSWIRE) -- Ascot Resources Ltd. (TSXV:AOT, OTCID: AOTVF)) ("Ascot" or the "Company") announces, further to its news release of October 23, 2025, that it has entered into an agreement with a syndicate of agents co-led by Canaccord Genuity Corp. and Raymond James Ltd. and including Desjardins Capital Markets (the "Agents") to market on a best-efforts basis by way of private placement up to C$150 million of common shares (the "Offering") of the Company (the "Shares"). The Company also announces certain terms relating to the restructuring with a secured creditor, as described below.
The Agents will have an option, exercisable in whole or in part up to 48 hours prior to the Closing (as defined herein), to raise up to an additional C$25 million in gross proceeds.
Offering
Other than as noted below, the Shares will be sold at a price of C$0.60 per Share (after giving effect to the previously announced 50:1 share consolidation) (the "Offering Price").
Ccori Apu S.A.C, a significant shareholder of the Company, has indicated they will participate in the Offering to maintain their 32% pro rata ownership of the Company, in accordance with their existing investor rights agreement with the Company.
Up to C$15 million of the Offering may be sold as flow-through shares of the Company (the "CDE Shares") at a price of C$0.73 per CDE Share (after giving effect to the previously announced 50:1 share consolidation).
In consideration of the services to be rendered by the Agents, the Company shall agree to pay the Agents, a cash commission equal to 6.0% of the aggregate proceeds raised pursuant to the Offering, reduced to 2% in respect of sales to those purchasers on the president's list and significant shareholders of the Company, including Ccori Apu S.A.C.
The Company shall agree to issue to the Agents warrants, exercisable at any time from the closing date to the day that is 24 months from the closing date, to acquire in aggregate that number of Shares of the Company which is equal to 6.0%, reduced to 2.0% in respect of sales to those purchasers on the president's list and significant shareholders of the Company, including Ccori Apu S.A.C, of the number of Shares sold pursuant to the Offering exercisable at the Offering Price.
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, provided that the gross proceeds raised from the sale of the CDE Shares will be used by the Company to incur eligible "Canadian development expenses" (within the meaning of the Income Tax Act (Canada)).
Closing of the Offering is conditional on receipt of the necessary stock exchange approvals and exemptions, completion of the previously announced rights offering and completion of the previously announced share consolidation.
The Shares and CDE Shares will be offered on a "best efforts" fully marketed agency basis to: (i) "accredited investors" resident in the Provinces and Territories of Canada by way of private placement in accordance with National Instrument 45- 106 - Prospectus Exemptions; (ii) investors resident in the United States by way of private placement pursuant to the exemptions from the registration requirements of the United States Securities Act of 1933, as amended; and (iii) investors outside of Canada and the United States by way of private placement or ...
