Ascot Announces C$4.0 Million Non-Brokered Flow Through Private Placement

Press Release

Vancouver, B.C. April 12, 2023 — Ascot Resources Ltd. (TSX: AOT; OTCQX: AOTVF) (“Ascot” or the “Company”) is pleased to announce a C$4.0 million non-brokered flow through private placement, the proceeds of which will be used to fund the 2023 exploration program at the Company’s Premier Gold Project (“PGP” or the “project”), located on Nisga’a Nation Treaty Lands in the prolific Golden Triangle of northwestern British Columbia.

Derek White, President and CEO, commented, “We are pleased to announce this flow through private placement with a single investor. The proceeds will be used to advance our 2023 exploration program at PGP, both for surface drilling on high-priority targets such as the Day Zone and Sebakwe Zone, and also various IP geophysics activities for further target generation.”

The non-brokered private placement is being done to raise total gross proceeds of C$4,050,000 (the “Offering”). The Offering will consist of 5,000,000 common shares of the Company, which qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “FT Shares”), at a price of C$0.81 per FT Share.

The gross proceeds from the issuance of the FT Shares will be used for “Canadian exploration expenses”, and will qualify as “flow-through mining expenditures” as those terms are defined in the Income Tax Act (Canada), which will be renounced to the purchaser of the FT Shares with an effective date no later than December 31, 2023 in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares.

The FT Shares issued in the Offering will be subject to a hold period expiring four months and one day from the closing date of the Offering.

The closing of the Offering is expected to occur on or around April 20, 2023 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the Toronto Stock Exchange.

Pursuant to the Investor Rights Agreement between the Company and Ccori Apu S.A.C. (“Ccori Apu”) dated January 19, 2023, Ccori Apu has the right to elect to participate in the Offering to maintain its pro rata interest in the Company.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Qualified Person

John Kiernan, P.Eng., Chief Operating Officer of the Company is the Company’s Qualified Person (QP) as defined by National Instrument 43-101 and has reviewed and approved the technical contents of this news release.

On behalf of the Board of Directors of Ascot Resources Ltd.

“Derek C. White”
President & CEO

For further information contact:

David Stewart, P.Eng.
VP, Corporate Development & Shareholder Communications
[email protected]
778-725-1060 ext. 1024

About Ascot Resources Ltd.

Ascot is a Canadian junior exploration and development company focused on re-starting the past producing Premier gold mine, located on Nisga’a Nation Treaty Lands, in British Columbia’s prolific Golden Triangle. Ascot shares trade on the TSX under the ticker AOT. Concurrent with progressing the development of Premier, the Company continues to successfully explore its properties for additional high-grade underground resources. Ascot is committed to the safe and responsible development of Premier in collaboration with Nisga’a Nation as outlined in the Benefits Agreement.

For more information about the Company, please refer to the Company’s profile on SEDAR at www.sedar.com or visit the Company’s web site at www.ascotgold.com, or for a virtual tour visit www.vrify.com under Ascot Resources.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

IBF4

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