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VANCOUVER, British Columbia, Feb. 14, 2022 (GLOBE NEWSWIRE) -- Ascot Resources Ltd. (TSX: AOT; OTCQX: AOTVF) (“Ascot” or the “Company”) has announced today that it has entered into an agreement with a syndicate of underwriters co-led by Desjardins Capital Markets and BMO Capital Markets, under which the underwriters have agreed to buy on a bought deal basis approximately C$56 million of common shares (the “Common Shares”) and units of the Company (the “Offering”).
The Offering will consist of a combination of (i) 28,610,000 Common Shares (the “Offered Shares”) 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 C$1.02 per HD Unit (the “HD Unit Offering Price”) for gross proceeds of C$5,202,000; (iii) 14,590,000 units of the Company that qualify as “flow through shares”, as defined in the Income Tax Act (Canada) (the “CDE FT Units”) that may be donated to a registered charity at a price of C$1.255 per CDE FT Unit (the “CDE FT Offering Price”) for gross proceeds of C$18,310,450, and (iv) 3,240,000 Common Shares of the Company that qualify as “flow-through shares” (the “CEE FT Shares”, and together with the Offered Shares, HD Units and CDE FT Units, the “Offered Securities”) as defined in the Income Tax Act (Canada) at a price of C$1.13 per CEE FT Share (the “CEE FT Offering Price”) for gross proceeds of C$3,661,200. Each HD Unit and CDE FT Unit will be comprised of one common share of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”) with each warrant entitling the 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 of the provinces and territories of Canada, other than 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 in accordance with applicable securities laws. The HD Units, CDE FT Units and CEE FT Shares shall 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 until 48 hours prior to the closing of the Offering, to purchase such number of HD Units that is equal to 15% of the Offered Securities sold pursuant to the Offering to cover over-allotments, if any.
The majority of Ascot’s named executive officers and Board of Directors will be subscribing for Offered Securities in an amount exceeding C$500,000 in aggregate.
The net proceeds from the sale of Offered Shares and HD Units will be used for capital costs at the Premier Gold Project and for general corporate purposes. The gross proceeds of the sale of CDE FT Units will be used to incur capital expenditures at the Premier Gold Project. The gross proceeds of the sale of CEE FT Shares will be used to support the Company’s Premier Gold Project exploration program.
An amount equal to the gross proceeds from the issuance of the CDE FT Units will be used to incur “Canadian development expenses” as defined in the Income Tax Act (Canada) (the “CDE”) and an amount equal to the gross proceeds from the issuance of the CEE FT Shares will be used to incur “Canadian exploration expenses” as defined in the Income Tax Act (Canada) (the “CEE”). The CEE will qualify as “flow-through mining expenditures” within the meaning of the Income Tax Act (Canada). The Qualifying Expenditures, being both the CEE and CDE, will be incurred on or before December 31, 2022 in the case of CDE, and on or before December 31, 2023 in the case of CEE, and will be renounced by the Company to the subscribers with an effective date no later than December 31, 2022 to the initial purchasers of the CDE FT Units and CEE FT Shares in an aggregate amount not less than the gross proceeds raised from 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 receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press 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.
About Ascot Resources Ltd.
Ascot is a Canadian-based junior exploration and development company focused on re-starting the past producing Premier gold mine, located 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.
https://www.globenewswire.com/news-release/2022/02/14/2384761/0/en/Ascot-Resources-Ltd-Announces-C-56-Million-Bought-Deal-Financing.html