Ascot Announces Updated Private Placement Terms

Executive Summary

• Ascot Resources amends its previously announced brokered private placement of up to C$150 million, converting it to a unit financing (one share plus half a warrant per unit) at the same price.
• Each whole warrant is exercisable at C$0.85 per share for 12 months after the first tranche closing, expected on December 30, 2025.
• The offering remains subject to exchange approvals, a four‑month hold period, and will be offered on a best‑efforts basis to accredited investors in Canada, U.S. investors under exemption, and other qualified investors abroad.

Key Details

• Offering Structure: Unit financing – each unit = 1 common share + ½ warrant.
• Warrant Terms: Whole warrant exercisable at C$0.85 per share; exercise period of 12 months from first tranche closing.
• Total Size: Up to C$150 million of common shares (unchanged from original announcement).
• Pricing: Offering price unchanged from the December 1, 2025 release.
• Closing Timeline: First tranche expected to close on December 30, 2025; additional tranches may follow.
• Conditions: Closing contingent upon required stock exchange approvals, exemptions, and re‑activation of Ascot on the TSXV.
• Distribution: Offered on a “best efforts” fully marketed agency basis to:
• Accredited investors in Canada (NI 45‑106 exemption).
• U.S. investors under U.S. Securities Act exemptions.
• Qualified investors outside Canada and the U.S., subject to applicable laws.
• Hold Period: Securities subject to a four‑month hold period per Canadian securities law.
• Regulatory Notices: Shares not registered in the United States; cannot be offered or sold there without registration or exemption.

Notable Quotes

• “On behalf of the Board of Directors, we remain confident that this amended financing structure will provide the flexibility needed to advance our development plans while offering attractive terms to investors.” – James A. (Jim) Currie, CEO and Director, Ascot Resources Ltd.