Ascot Resources (AOT.H-V) Pricing Of Cdn$150 Million Brokered Private Placement And Nebari Restructuring Terms
December 1st 2025 - NR
Further to Ascot Resources Ltd.'s news release of Oct. 23, 2025, the company 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 $150-million of common shares of the company. 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 $25-million in gross proceeds.
Offering
Other than as noted below, the shares will be sold at a price of 60 cents per share (after giving effect to the previously announced 1:50 share consolidation).
Ccori Apu SAC, a significant shareholder of the company, has indicated they will participate in the offering to maintain their 32-per-cent pro rata ownership of the company, in accordance with their existing investor rights agreement with the company.
Up to $15-million of the offering may be sold as flow-through shares of the company (the CDE shares) at a price of 73 cents per CDE share (after giving effect to the previously announced 1:50 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 per cent of the aggregate proceeds raised pursuant to the offering, reduced to 2 per cent in respect of sales to those purchasers on the president's list and significant shareholders of the company, including Ccori Apu SAC.
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 per cent, reduced to 2.0 per cent in respect of sales to those purchasers on the president's list and significant shareholders of the company, including Ccori Apu SAC, 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 on an equivalent basis in accordance with applicable laws, provided that such laws permit offers and sales of the shares without any obligation on the part of the company to prepare or file any registration statement, prospectus or other disclosure document, and without triggering any disclosure obligations or submission to the jurisdiction on the part of the company.
Secured creditors
The company also announces the following indicative terms of its restructuring with Nebari Gold Fund 1 LP, Nebari Natural Resources Credit Fund II LP and Nebari Collateral agent LLC (all numbers are stated on a post 1:50 consolidation basis), which will apply after the execution of definitive documents:
- Existing cost overrun facility
- All outstanding interest and principal is converted to principal at closing;
- Maturity extended to five years from closing;
- Amortization occurs in eight equal quarterly payments over the final two years of the loan;
- The exercise price of all warrants issued in connection with the cost overrun facility reset to 75 cents per share;
- Interest paid in shares over the life of the loan (subject to stock exchange approval or otherwise in cash).
- Existing convertible facility
- All outstanding interest and principal is converted to principal at closing;
- All new principal amount becomes convertible into shares;
- Maturity extended for three years from closing;
- The exercise price of all warrants issued in connection with the convertible facility reset to 75 cents per share;
- All warrants immediately vest with no other terms or conditions on their exercise;
- Interest paid in shares over the life of the loan (subject to stock exchange approval or otherwise in cash);
- Conversion price:
- 50 per cent at $1.00;
- 50 per cent at $2.00.
- Bonus warrants
- Nebari will receive 10.25 million additional warrants with an exercise price of 75 cents, notwithstanding the prior announcement by the company that such warrants would be priced at the offering price.
About Ascot Resources Ltd.
Ascot is a Canadian mining company headquartered in Vancouver, B.C., and its shares trade on the NEX under the ticker AOT.H and on the OTCID under the ticker AOTVF. Ascot is the 100 per cent owner of the Premier gold mine which is located on Nisga'a Nation Treaty Lands, in the prolific Golden Triangle of northwestern British Columbia.
On behalf of the Board of Directors of Ascot Resources Ltd.
James A. (Jim) Currie
CEO and Director
For further information contact:
Email: info@ascotgold.com
Phone: 778-725-1060
and:
Robert McLeod
Email: rmcleod@fioreconsultants.com
Phone: 604-617-0616 |
