Mr. Rick Zimmer reports

ASCOT ANNOUNCES BEST EFFORTS PRIVATE PLACEMENT TO FUND MINE DEVELOPMENT & RESTART OF OPERATIONS

Ascot Resources Ltd. has entered into an agreement with a syndicate of agents, co-led by Desjardins Capital Markets and BMO Capital Markets, for a best-efforts private placement offering of units of the company at a price of 11.5 cents per unit, to raise a minimum of $60-million and up to a maximum of $65-million.

Each unit will comprise one common share of the company and one common share purchase warrant of the company, with each warrant entitling the holder to acquire one common share at a price of 15.5 cents per common share for 24 months from the closing date of the offering, subject to adjustments.

The net proceeds of the offering will be used to advance the Premier gold project and for general corporate purposes.

If the maximum offering size is assumed, general working capital would increase by approximately $5-million. While the company anticipates that the proceeds of the offering and the release of the second stream deposit from escrow will enable management to execute its development plans, there is no certainty that sufficient capital will be raised.

The company has been in discussions with its secured creditors, Sprott Private Resource Streaming and Royalty (B) Corp., Nebari Gold Fund 1 LP, Nebari Natural Resources Credit Fund II LP and Nebari Collateral Agent LLC, and their affiliates, who have agreed to extend their existing waiver and forbearance conditions until Sept. 30, 2025. Nebari has indicated its commitment to extend forbearance, subject to the satisfaction of certain conditions precedent, including, but not limited to:

• Completion of the offering;
• An amendment of the conversion price of its existing convertible facility to the warrant strike price;
• An amendment of the exercise price of its existing warrants to the warrant strike price.

There is no certainty that the conditions precedent can be satisfied to extend the forbearance by Nebari.

Additionally, Sprott has committed to release the $7.5-million (U.S.) second stream deposit from escrow upon achieving agreed development and financing targets, consistent with the amended and restated purchase and sale agreement No. 1 dated Nov. 15, 2024.

Certain major shareholders, including Ccori Apu SAC and Equinox Partners LLP, have expressed strong support and have signalled their intention to subscribe for a significant portion of the offering. Together, the combination of the equity capital and the released escrow funds is expected to provide the necessary resources for management to execute its development plans.

The closing of the offering is conditional on: (i) the receipt of forbearance from Nebari and Sprott; (ii) the receipt of the necessary Toronto Stock Exchange approvals and exemptions; and (iii) the company not being required to obtain any shareholder approvals in respect of the offering (whether by way of a TSX exemption (as defined herein) or otherwise).

The units 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 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 units 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.

The securities issued pursuant to the offering will be subject to a four-month hold period, in accordance with Canadian securities law.

As announced on Nov. 11, 2024, the company previously relied on financial hardship under Section 604(e) of the TSX company manual. The TSX placed the common shares under delisting review, which is a customary practice when a listed issuer relies on the exemption. No assurance can be provided as to the outcome of such review and the continued qualification for listing of the common shares on the TSX. The company may delist from the TSX and pursue an alternative listing on the TSX Venture Exchange.

Qualified person

James A. Currie, PEng, chief executive officer of the company, is the company's qualified person, as defined by National Instrument 43-101, and has reviewed and approved the technical contents of this news release.

About Ascot Resources Ltd.

Ascot is a Canadian mining company headquartered in Vancouver, B.C. Ascot is the 100-per-cent owner of the Premier gold mine, which poured first gold in April, 2024, and is located on Nisga'a Nation treaty lands, in the prolific Golden Triangle of northwestern British Columbia.

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