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.
For further information
contact: David Stewart, P.Eng.VP, Corporate Development
& Shareholder Communicationsdstewart@ascotgold.com778-725-1060
ext. 1024
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.
The TSX has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding
Forward-Looking Information
All statements and other information contained
in this press release about 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
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. All statements, other than statements of historical
fact, included herein are forward-looking statements, including
statements in respect of the terms, timing and closing of the
Offering and other transactions contemplated herein and the use of
proceeds. 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 such
forward-looking statements, including risks associated with the
business of Ascot; risks related to 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 relating to
interpretation of drill results and the geology, continuity and
grade of mineral deposits; the need for cooperation of government
agencies and indigenous groups in the exploration and development
of properties and the issuance of required permits; the need to
obtain additional financing to develop properties and uncertainty
as to the availability and terms of future financing; the
possibility of delay in exploration or development programs and
uncertainty of meeting anticipated program milestones; uncertainty
as to timely availability of permits and other governmental
approvals; risks associated with COVID-19 including adverse impacts
on the world economy, construction timing and the availability of
personnel; 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 Annual
Information Form of the Company dated March 26, 2021 in the section
entitled "Risk Factors". Forward-looking statements are based on
assumptions made with regard to: the estimated costs associated
with construction of the Project; the timing of the anticipated
start of production at the Project; the ability to maintain
throughput and production levels at the Premier Mill; the tax rate
applicable to the Company; future commodity prices; the grade of
Resources and Reserves; the ability of the Company to convert
inferred resources to other categories; the ability of the Company
to reduce mining dilution; the ability to reduce capital costs; and
exploration plans. Forward-looking statements are based on
estimates and opinions of management at 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
since Ascot can give no assurance that such expectations will prove
to be correct. Ascot does not undertake any obligation to update
forward-looking statements. The forward-looking information
contained in this news release is expressly qualified by this
cautionary statement.
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