Ascot Resources closes final tranche of placement

Executive Summary

• Ascot Resources Ltd. closed the second and final tranche of its private placement, raising aggregate gross proceeds of approximately C$175 million from both tranches.
• The company appointed Alex Morrison as the new non-executive Chair of the Board of Directors, effective January 27, 2026.
• The company granted significant equity incentives, including 22.3 million stock options, 8.43 million RSUs, and 740,000 DSUs to directors, officers, and consultants.

Key Details

• Financing Structure & Proceeds:

  • Aggregate gross proceeds from the first and second tranches total approximately C$175 million.
  • Second Tranche Specifics:
    • Closed on Dec. 30, 2025.
    • Issued 34,246,576 Charity Flow-Through (CDE FT) units at C$0.73 per unit (Gross: ~C$25 million).
    • Issued 116,411,520 Hard Dollar (HD) units at C$0.60 per unit (Gross: ~C$69.8 million).
    • Total second tranche gross proceeds: ~C$94.8 million.
  • Security Terms: Each unit comprises one common share and one-half of one common share purchase warrant.
  • Warrant Terms: Each warrant allows purchase of one common share at an exercise price of C$0.85. Warrants expire 12 months from the closing of the first tranche (Dec. 30, 2026).
  • Hold Period: Securities are subject to a hold period of four months and one day from their respective issue dates.
  • Use of Proceeds: Net proceeds from HD units to further develop the Premier gold mine and Red Mountain project, and for general corporate purposes. Gross proceeds from CDE FT units to incur eligible Canadian development expenses.
  • Agents: Syndicate co-led by Canaccord Genuity Corp. and Raymond James Ltd., including Desjardins Capital Markets.
  • Agent Compensation: Cash fee of 6% of aggregate gross proceeds of the second tranche; granted 9,039,485 non-transferable broker warrants (Exercise price: C$0.60; Expiry: Jan. 27, 2028).

• Corporate Governance:

  • Alex Morrison appointed as non-executive Chair of the Board, effective Jan. 27, 2026.
  • Morrison joined the board as lead director on Dec. 30, 2025.
  • Replaces Indi Gopinathan (interim chair since Oct. 2025), who remains a board director.

• Equity Grants:

  • Stock Options: 22.3 million options granted to directors, officers, employees, and consultants.
    • Exercise Price: $1.75 per share.
    • Vesting: 18-month schedule (25% on grant date, 25% every six months thereafter).
    • CEO/Director Vesting: 24-month schedule (20% on grant date, 20% every six months).
    • Expiry: Jan. 27, 2031.
  • Restricted Share Units (RSUs): 8,430,260 RSUs granted to directors, officers, and consultants.
  • Deferred Share Units (DSUs): 740,000 DSUs granted to directors, officers, and consultants.
  • RSU/DSU Vesting: Equal vesting over three years, with first vesting date Jan. 27, 2027.