Ascot Resources Announces Key Elements of 2026 Vision, Proposes Name Change to Cambria Gold Mines Inc. and Updates Restructuring

Executive Summary

• Ascot Resources Ltd. will change its name to Cambria Gold Mines Inc. and seeks TSXV ticker change to “CAMB” pending approval (effective Feb 13, 2026).
• The company completed the final tranche of a private placement on Jan 27, 2026, raising C$175 million, and finished its debt restructuring, settling secured/unsecured creditors.
• A detailed 2026 work program was announced to advance the Premier and Red Mountain projects, including construction of a Red‑Mountain access road, infill drilling at PNL, permitting work, water‑treatment upgrades, and mill upgrade orders.

Key Details

• Name Change & Listing Reactivation
• Applied to change corporate name from “Ascot Resources Ltd.” to Cambria Gold Mines Inc.
• Requested ticker symbol change from “AOT” to CAMB; new CUSIP 132063108, ISIN CA1320631080.

• TSXV approved re‑activation of the listing; common shares resumed trading under “AOT”.

• Financing & Restructuring

• Final tranche of private placement closed Jan 27, 2026 – C$175 million gross proceeds.

• Completed refinancing, settled all secured and unsecured creditors, and restructured existing debt (the “Restructuring”).

• Sprott Streaming Agreement Amendment

• Extended the 50 % buy‑down window to Dec 2028 (from Dec 2026).
• Settlement with Sprott: issuance of 901,000 common shares at C$0.60 per share and 450,500 warrants exercisable at C$0.85 (expiring Dec 30, 2026).

• Waived approx. US$400,000 in missed royalty deliveries; buy‑back option extended to Dec 31, 2028.

• Fiore Advisory Fee Settlement

• Fiore Management to receive 23,017,892 common shares (post‑consolidation) and 8,240,844 warrants at C$0.85, plus first two monthly stream payments from Sprott after commercial production.

• Shares subject to a four‑month hold period with staged releases (1/8 immediately, 1/8 on production start, remaining 1/8 quarterly).

• 2026 Operational Work Program (subject to regulatory approval)
  1. Red Mountain access road construction – commence spring 2026.
  2. Infill drilling at PNL – start March 2026 to upgrade Indicated Resources to Measured.
  3. Permitting – advance exploration and Mines Act permits for Red Mountain; amend any required permits for PNL.
  4. Water‑treatment plant upgrade at PNL to achieve full discharge compliance.
  5. Care & maintenance of PNL mill/infrastructure – cost reduction focus.
  6. Update NI 43‑101 Feasibility Study for Red Mountain and Premier (H2 2026).
  7. Order long‑lead‑time items for upgrades to the 2,500 t/d Premier Gold Project mill.

• Project Highlights

• Red Mountain: Measured & Indicated Resources – 3.19 M tonnes @ 7.63 g/t Au (≈ 783 k oz).

• Intended as primary feed source for the newly commissioned 2,500 t/d Premier mill; ore to be blended with high‑grade material from PNL and Big Missouri Deposit.

• Qualified Person – Andrew Hamilton, P.Geo, has approved all scientific and technical information disclosed.

Notable Quotes

“Management has been rapidly developing key permitting, geological and engineering elements to develop the Premier and Red Mountain Deposits… We expect numerous positive catalysts during 2026 to add significant value to our Company.” – Robert McLeod, President & CEO

Materiality Assessment: Material – Positive (completion of financing and restructuring, name change, and a clear 2026 development roadmap that could materially enhance the company’s valuation).