VANCOUVER, British Columbia, November 7, 2025 (GLOBE NEWSWIRE) — Ascot Resources Ltd. (TSXV: AOT.H; OTCQB: AOTVF) (“Ascot” or “Company“) announces that it is conducting a rights offering for gross proceeds of up to C$14,871,517 (“Offering rights“).
Offering rights
Pursuant to the Rights Offering, the Company will offer 1,487,151,720 rights (“Rights“) to certain holders (“Shareholders“) ordinary shares in the capital of Ascot (“Ordinary shares“) as of the end of business on the reporting date November 18, 2025 (“Recording date“) based on one (1) right for each Common Share held by him. Each (1) Right entitles the holder to subscribe for one (1) Common Share of the Company (“Rights to share“) at a subscription price of C$0.01 per rights share (“Basic Subscription Privileges“).
The common shares are listed on the NEX Board of the TSXV Venture Exchange (“NEX“). The rights will not be listed on any stock exchange or trading platform.
Rights expire at 5:00 pm (Toronto time) on December 12, 2025 (“Validity period“), after which the unexercised Rights will be forfeited and will have no value. Shareholders who fully exercise their Rights in accordance with the Master Subscription Privilege will be entitled to a subscription. proportionally for additional Rights Shares, if any, resulting from failure to exercise the Rights prior to the Expiration Time (“Additional subscription benefits“), subject to certain restrictions set forth in the Company's rights offering prospectus dated November 7, 2025 (“Circular“).
In connection with the Rights Offering, the Company entered into a standby agreement dated October 27, 2025, as amended November 7, 2025, with Fiore Management and Advisory Corp. (“Fiore” or “Reserve buyer“), pursuant to which Fiore has agreed to acquire 100% of all outstanding Rights Shares not otherwise acquired in the Shareholder Rights Offering, including pursuant to the Primary Subscription Privilege and the Additional Subscription Privilege. The circular will be filed on SEDAR+ under Ascot's profile at www.sedarplus.ca along with the Rights Offering Notice on Form 45-106F14 – Notice of Rights Offering to Reporting Issuers (“NotificationThe notice, certificate of rights and subscription form will be mailed to shareholders in their respective jurisdictions (as defined below) on or about the record date of November 21, 2025.TSHV“) that all forms of personal information required to be submitted in connection with the Rights Offering have been cleared.
Rights will be offered to Shareholders residing in all provinces and territories of Canada (“Acceptable Jurisdictions“). Shareholders of record in applicable jurisdictions who wish to exercise their rights must submit a completed subscription form along with appropriate funds to the rights agent, Computershare Investor Services Inc. (“”Rights Agent“), no later than the Expiration Date. Shareholders who hold their shares of Common Stock through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
Upon completion of the Rights Offering and subject to the exercise of all Rights, the Company will have 2,974,303,440 Common Shares outstanding, of which the Rights Shares issued in the Rights Offering will represent approximately 50% of the Company's issued and outstanding shares.
Subject to the detailed provisions of the Circular, rights certificates and subscription forms will not be mailed to Shareholders residing in the United States or otherwise outside relevant jurisdictions unless such Shareholders can demonstrate to the satisfaction of the Company that they are eligible to participate in the Rights Offering and provide such evidence to the Company and its Rights Agent.
The closing of the Rights Offering is subject to the receipt of all necessary approvals, including the approval of the TSXV.
Following the closing of the Rights Offering, the Company will complete a 50:1 share consolidation (“50:1 Consolidation of shares“). The rights offering will close on a pre-consolidation basis. The Company also intends to complete a brokered private placement of subscription receipts (“Subscription receipts“) at a subscription price to be determined in the context of the market (“Private placement“). The private placement will also close following consolidation. The 50:1 share consolidation and private placement are subject to TSXV approval.
If a significant portion of the expected private placement is not closed, the Company will be required to initiate proceedings in accordance with Law on Agreement with Creditors of Companies (CCAA).
Use of proceeds
The Company intends to use the net proceeds from the Rights Offering to repay outstanding indebtedness to the Company's creditors.
Additional information
Additional information regarding the Rights Offering is contained in the Notice and Circular, each of which will be available on the Company's SEDAR+ profile at www.sedarplus.ca and, for persons outside the United States, on the Company's website at www.ascotgold.com. Potential investors should read these documents before making an investment decision.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities laws in the United States, and such securities may not be offered or sold within the United States absent registration under the United States federal and state securities laws or an applicable exemption from such United States registration requirements.
Neither the Toronto Stock Exchange, NEX or TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
On behalf of the Board of Directors of Ascot Resources Ltd.
James A. (Jim) Curry
CEO and Director
For more information contact:
E-mail: [email protected]
Phone: 778-725-1060
About Ascot
Ascot is a Canadian mining company headquartered in Vancouver, British Columbia. Its shares trade on the NEX under the ticker symbol AOT.H and on the OTCQB under the ticker symbol AOTVF. Ascot is 100 percent owner of the Premier Gold Mine, which is located on Treaty lands of the Nisga'a Nation in the fertile Golden Triangle of northwestern British Columbia.
For additional information about the company, please refer to the company's profile on SEDAR+ at: www.sedarplus.ca or visit the Company's website at www.ascotgold.com.
Cautionary Statement Regarding Forward-Looking Information
All statements and other information contained in this press release regarding expected future events may constitute forward-looking information within the meaning of Canadian securities laws (“forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “expect”, “believe”, “plan”, “estimate”, “expect”, “intend”, “forecast”, “on track” and “intend” and statements that an event or result “may”, “will”, “should”, “might”, “would” or “might” occur or “might” occur or be achieved. and other similar expressions. All statements, other than statements of historical fact, included herein include forward-looking statements, including statements regarding the terms of the Rights Offering, the expected use of proceeds from the Rights Offering; the Company's ability to achieve its business objectives and intentions described herein and the Company's future plans, development and performance. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those projected in such forward-looking statements. statements, including uncertainties associated with the expected closing of the Rights Offering, or delays in obtaining necessary approvals to complete the Rights Offering; uncertainties associated with the Company's negative operating cash flows; the subscription process and compliance with the subscription deadline, whether the private placement and 50:1 share consolidation will be completed on the terms described; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties in estimates and forecasts related to development, production, costs and health, safety and environmental risks; uncertainties associated with the interpretation of drilling results and the geology, continuity and quality of mineral deposits; reputation; negative publicity; human rights; business objectives; shortage of personnel; health and safety; the possibility of delay in future plans and uncertainty of meeting anticipated program milestones; claims and legal proceedings; information systems and cyber security; internal controls; violation of anti-bribery or corruption laws; competition; tax considerations; compliance with listing standards; enforcement of civil liabilities; financing requirement risks; market price volatility of Common Shares; uncertainty as to своевременное наличие разрешений и других правительственных одобрений; необходимость одобрения биржи, а также других разрешений регулирующих органов и other risk factors that are detailed from time to time in Ascot's filings with Canadian securities regulators, available under Ascot's profile on SEDAR+ at. www.sedarplus.ca including the Company’s Annual Information Form dated March 24, 2025 in the “Risk Factors” section. Forward-looking statements are based on assumptions made regarding: completion of the Rights Offering at certain thresholds, including expected costs thereof; estimated costs associated with care and maintenance plans; the tax rate applicable to the Company; future commodity prices; mineral quality and mineral reserves; increases in labor and materials costs on a basis consistent with the Company's current expectations of the Company's ability to convert inferred mineral resources into other categories; the Company's ability to reduce production dilution; the possibility of reducing capital costs; the Company's ability to attract additional financing; approximate correspondence of currency exchange rates to current levels, compliance with the terms of Ascot loan agreements; exploration plans; and general marketing, political, business and economic conditions. Forward-looking statements are based on management's estimates and opinions as of the date made. Although Ascot believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements as Ascot can give no assurance that such expectations will prove to be correct. Ascot undertakes no obligation to update forward-looking statements except as required by applicable law. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
