Ascot Resources Announces C$56 Million Bought Deal Financing
VANCOUVER, British Columbia, Feb. 2022 (GLOBE NEWSWIRE) — Ascot Resources Ltd. (TSX: AOT; OTCQX: AOTVF) (“Ascot“or the”Society”) announced today that it has entered into an agreement with a syndicate of underwriters co-led by Desjardins Capital Markets and BMO Capital Markets, pursuant to which the underwriters have agreed to buy out approximately C$56 million of common stock (the “Ordinary actions”) and the shares of the Company (the “Offer”).
The placement will consist of a combination of (i) 28,610,000 common shares (the “Shares offered”) of the Company at a price of C$1.02 per offered share for gross proceeds of C$29,182,200; (ii) 5,100,000 hard dollar units of the Company (the “HD units”) at a price of CA$1.02 per HD unit (the “HD Unit Offer Price”) for gross proceeds of C$5,202,000; (iii) 14,590,000 Partnership Units which qualify as “Flow-Through Shares”, as defined in the income tax law (Canada) (the “CDE FT Units”) which can be donated to a registered charity at a price of C$1.255 per CDE FT unit (the “CDE FT Offer Price”) for gross proceeds of C$18,310,450, and (iv) 3,240,000 common shares of the Company which qualify as “Flow-Through Shares” (the “CEE FT shares», and with the Offered Shares, the HD Units and the CDE FT Units, the «Titles offered”) as defined in the income tax law (Canada) at a price of C$1.13 per CEE FT share (the “CEE FT Bid Price”) for gross proceeds of CA$3,661,200. Each HD Unit and CDE FT Unit will consist of one common share of the Company and one-half common share purchase warrant (each whole common share purchase warrant, one “To guarantee”), each warrant entitling its holder to purchase one common share of the Company at a price of C$1.25 for a period of 24 months subject to acceleration. The Offered Shares will be offered pursuant to a Prospectus Supplement to be filed in all provinces and territories of Canada, except Quebec. The HD Units, CDE FT Units and CEE FT Shares will be offered by way of private placement pursuant to applicable prospectus exemptions and will be subject to hold periods pursuant to applicable securities laws. HD Units, CDE FT Units and CEE FT Shares will be subject to a four month hold period in Canada.
The Company has granted the underwriters an option, exercisable in whole or in part, at any time up to 48 hours prior to the closing of the offering, to purchase a number of HD Units equal to 15% of the securities offered sold under the Offer to cover over-allotments, if any.
The majority of Ascot’s senior management and board of directors will subscribe to the offered securities for an amount greater than C$500,000 in aggregate.
The net proceeds from the sale of the Offered Shares and HD Units will be used for the capital costs of the Premier Gold Project and for general corporate purposes. The gross proceeds from the sale of the CDE FT units will be used to incur capital expenditures at the Premier Gold Project. The gross proceeds from the sale of the shares of CEE FT will be used to support the exploration program of the company’s Premier Gold project.
An amount equal to the gross proceeds from the issue of CDE FT units will be used to incur “development expenses in Canada” as defined in the income tax law (Canada) (the “CRC“) and an amount equal to the gross proceeds of the issue of the CEE FT shares will be used to incur “Canadian exploration expenses” as defined in the income tax law (Canada) (the “CEEC”). CEE will be qualified as “flow-through mining expenditures” within the meaning of the income tax law (Canada). Qualifying Expenditures, namely CEE and CAF, will be incurred no later than December 31, 2022 in the case of CEE, and no later than December 31, 2023 in the case of CEE, and will be waived by the Company to Subscribers with an effective date no later than December 31, 2022 to the initial purchasers of CDE FT Units and CEE FT Shares for a total amount not less than the gross proceeds of the issue of the CDE FT Units and CEE FT Shares.
The Offering is expected to close on or about March 8, 2022 and is subject to the Company obtaining all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
The securities offered have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For more information, contact:
David Stewart, P.Eng.
VP, Corporate Development and Shareholder Communications
778-725-1060 ext. 1024
About Ascot Resources Ltd.
Ascot is a Canada-based junior exploration and development company focused on restarting the former Premier gold mine, located in British Columbia’s prolific Golden Triangle. Ascot shares trade on the TSX under the symbol AOT. As Premier’s development progresses, 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 conjunction with the Nisga’a Nation, as set out in the Benefits Agreement.
For more information about the Company, please see the Company’s profile on SEDAR at www.sedar.com or visit the Company’s website at www.ascotgold.com, or for a virtual tour, visit www.vrify. com under Ascot Resources.
The TSX has not reviewed and accepts no responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Information
All statements and other information contained in this press release regarding anticipated future events may constitute forward-looking information under Canadian securities laws (“forward-looking statements”). Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “have the intent” and statements that an event or result “may”, “shall”, “should”, “might” or “could” occur or be achieved and other similar expressions. All statements, other than statements of historical facts, included herein are forward-looking statements, including statements regarding the terms, timing and closing of the offering and other transactions contemplated herein and the use of the product. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in these forward-looking statements, including risks associated with Ascot’s business; risks relating to the exploration and potential development of Ascot’s projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties related to the interpretation of drilling results and the geology, continuity and grade of mineral deposits; the need for cooperation from government agencies and aboriginal groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and the uncertainty as to the availability and terms of future financing; the possibility of delays in exploration or development programs and uncertainty as to the achievement of planned program milestones; uncertainty as to the timely availability of permits and other governmental approvals; risks associated with COVID-19, including adverse impacts on the global economy, construction schedule and personnel availability; and other risk factors as detailed from time to time in Ascot’s filings with Canadian securities regulators available on Ascot’s profile on SEDAR at www.sedar.com, including the Company’s Annual Information Form dated March 26, 2021 in the section titled “Risk Factors”. Forward-looking statements are based on assumptions made regarding: the estimated costs associated with the construction of the project; the expected timing of production from the project; the ability to maintain throughput and production levels at the Premier plant; the tax rate applicable to the Company; future commodity prices; the grade of resources and reserves; the ability to the Company to convert inferred resources to other categories; the Company’s ability to reduce mining dilution; the ability to reduce capital costs; and exploration plans. forward-looking statements are based on management’s estimates and opinions as of the date the statements are made. Although Ascot believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements as Ascot can give no assurance that such expectations will prove to be correct. Ascot undertakes no obligation to update forward-looking statements. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.