Mr. Rick Zimmer reports

ASCOT ANNOUNCES AMENDMENT OF PREVIOUSLY ANNOUNCED EQUITY FINANCING

Ascot Resources Ltd. and a syndicate of agents, co-led by Desjardins Capital Markets and BMO Capital Markets have agreed to amend its previously announced best-efforts private placement offering of units of the company.

The offering will target gross proceeds of at least $60-million and up to a maximum of $65-million, now consisting of: (i) hard dollar units of the company (the HD units) at a price of 11.5 cents per HD unit for gross proceeds of a minimum of $40-million and up to a maximum of $45-million; and (ii) charity flow-through units of the company (the CDE FT units) a price of 14.03 cents per CDE FT unit for gross proceeds of approximately $20-million. Each unit will comprise one common share of the company and one common share purchase warrant of the company. The common shares and warrants underlying the CDE FT units shall qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). Each warrant shall entitle the holder to acquire one non-flow-through common share at a price of 15.5 cents per common share for a period of 24 months following the tranche 1 closing date (as defined below), subject to adjustments.

The closing of offering will consist of an initial tranche (tranche 1) that is expected to close on or about March 14, 2025, as well as a second tranche (tranche 2) that is expected to close on or about April 10, 2025. Tranche 1 will consist of all CDE FT units to be issued pursuant to the CDE FT offering, and may consist of a portion of the HD units to be issued pursuant to the HD offering. Tranche 2 will consist of the remaining HD units not issued as part of tranche 1 pursuant to the HD offering. The closing dates may be adjusted as agreed among the company and the bookrunners, acting reasonably.

The gross proceeds raised from the common shares and warrants comprising CDE FT units will be used by the company to incur eligible Canadian development expenses (within the meaning of the Income Tax Act (Canada)). The qualifying expenditures will be incurred or deemed to be incurred and renounced to the purchasers of the CDE FT units with an effective date no later than Dec. 31, 2025. The net proceeds of the HD offering will be used to advance the Premier gold project and for general corporate purposes. Please see the press release titled "Ascot Announces Best Efforts Private Placement to Fund Mine Development & Restart of Operations" dated Feb. 20, 2025, for further details on sources and uses of funds.

Closing of the offering is conditional on: (i) receipt of forbearance from Nebari and Sprott, (ii) receipt of the necessary TSX 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 below) or otherwise).

As announced on Nov. 11, 2024, the company previously relied on the financial hardship under Section 604(e) of the TSX Company Manual. The TSX placed the common shares under delisting review, which is 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.

About Ascot Resources Ltd.

Ascot is a Canadian mining company headquartered in Vancouver, B.C., and its shares trade on the Toronto Stock Exchange (TSX) under the ticker AOT and on the OTCQX under the ticker AOTVF. 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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