Ascot Announces Launch of C$0.01 Rights Offering

Press Release

VANCOUVER, British Columbia, November 7, 2025 — Ascot Resources Ltd. (TSXV: AOT.H; OTCQB: AOTVF) (“Ascot” or the “Company”) announces it is undertaking a rights offering to raise gross proceeds of up to C$14,871,517 (the “Rights Offering”).

Rights Offering

Pursuant to the Rights Offering, the Company will be offering 1,487,151,720 rights (the “Rights”) to certain holders (the “Shareholders”) of common shares in the capital of Ascot (the “Common Shares”) at the close of business on the record date of November 18, 2025 (the “Record Date”) on the basis of one (1) Right for each Common Share held. Each one (1) Right will entitle the holder to subscribe for one (1) Common Share of the Company (a “Rights Share”) at the subscription price of C$0.01 per Rights Share (the “Basic Subscription Privilege”).

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 marketplace.

The Rights will expire at 5:00 p.m. (Toronto time) on December 12, 2025 (the “Expiry Time”), after which time unexercised Rights will be void and of no value. Shareholders who fully exercise their Rights under the Basic Subscription Privilege will be entitled to subscribe pro rata for additional Rights Shares, if available, as a result of unexercised Rights, prior to the Expiry Time (the “Additional Subscription Privilege”), subject to certain limitations as set out in the Company’s Rights Offering circular dated November 7, 2025 (the “Circular”).

In connection with the Rights Offering, the Company has entered into a standby agreement dated October 27, 2025, as amended November 7, 2025, with Fiore Management and Advisory Corp. (“Fiore” or the “Standby Purchaser”), pursuant to which Fiore has agreed to acquire 100% of all outstanding Rights Shares not otherwise acquired under the Rights Offering by Shareholders, including pursuant to the Basic 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 Notice of Rights Offering on Form 45-106F14 – Rights Offering Notice for Reporting Issuers (the “Notice”). The Notice, the Rights certificate and subscription form will be mailed to Shareholders in the Eligible Jurisdictions (as defined below) as of the Record Date on or about November 21, 2025. The Company expects to close the Rights Offering on or about December 15, 2025 subject to the requirement of the TSX Venture Exchange (the “TSXV”) that any personal information forms required to be filed in respect of the Rights Offering have been cleared.

The Rights will be offered to Shareholders resident in all provinces and territories of Canada (the “Eligible Jurisdictions”). Registered Shareholders in the Eligible Jurisdictions who wish to exercise their Rights must forward the completed subscription form, together with the applicable funds, to the rights agent, Computershare Investor Services Inc. (the “Rights Agent”), on or before the Expiry Time. Shareholders who own their Common Shares 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 assuming all Rights are exercised, the Company will have 2,974,303,440 Common Shares outstanding, of which Rights Shares issued under 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 resident in the United States or otherwise outside of the Eligible Jurisdictions, unless such Shareholders are able to establish to the satisfaction of the Company that they are eligible to participate in the Rights Offering and provide such evidence to the Company and the Rights Agent of the same.

Closing of the Rights Offering is subject to the receipt of all necessary approvals, including the approval of the TSXV.

Subsequent to the closing of the Rights Offering, the Company will complete a 50:1 share consolidation (the “50:1 Share Consolidation”). The Rights Offering will close on a pre-consolidation basis. The Company also intends to complete a brokered private placement of subscription receipts (the “Subscription Receipts”) at a price per Subscription Receipt to be determined in the context of the market (the “Private Placement”). The Private Placement will also close on a post-consolidation basis. The 50:1 Share Consolidation and the Private Placement are subject to TSXV approval.

If a significant amount of the anticipated Private Placement does not close, the Company will be required to initiate proceedings under the Companies’ Creditors Arrangement Act (CCAA).

Use of Proceeds

The Company intends to use the net proceeds from the Rights Offering to settle outstanding amounts owed to the Company’s creditors.

Additional Information

Further details concerning the Rights Offering are 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 of the United States, on the Company’s website at www.ascotgold.com. Prospective investors should read these documents before making an investment decision.

This news 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 news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities being offered have not been, nor will they 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 U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

Neither the Toronto Stock Exchange, NEX or the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

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

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