Ascot Arranges C$25 Million Bought Deal Financing and US$50 Million Additional Funding for Completion and Ramp-Up of the Premier Gold Project - Seite 2

Ascot has been very successful with its infill drilling activities over the past few years and reducing the historical 5% NSR royalty rights on the initial mining areas is value accretive to the Company. We are very pleased that our major financing partner SRSR has been supportive of the Project and agreed to restructure the historical 5% NSR royalties. Our existing financing arrangements had contemplated a US$20 million cost overrun facility and we are pleased to progress this with our existing capital providers. We are also appreciative of the support from current and new shareholders as we continue our work to develop Canada’s newest producing gold mine.”

ROYALTY RESTRUCTURING – SPROTT STREAMING

Ascot has entered into a non-binding term sheet with Sprott Streaming for a new royalty covering the PGP property. SRSR would purchase the Sprott Royalty of 3.10% on production from PGP for US$30 million (the “Purchase Price”). SRSR has substantially completed its technical and legal due diligence. The existing 5% NSR royalties covering the majority of the PGP property, including the Premier and Big Missouri gold deposits, will be repurchased and cancelled for C$13.7 million, pursuant to Ascot’s existing contractual rights.

Up to 50% of the Sprott Royalty may be repurchased until the end of 2026. The repurchase price would be payable in ounces of gold bullion or the equivalent value in cash and is equal to 19,200, 21,600, and 24,000 gold equivalent ounces in 2024, 2025, and 2026 respectively, less the cumulative gold equivalent ounces delivered prior to the repurchase date, with the difference multiplied by the buyback percentage.

COST OVERRUN FACILITY – NEBARI CREDIT FUND II

Ascot has entered into a non-binding term sheet with Nebari Credit Fund II for a US$20 million Cost Overrun Facility and technical due diligence has been completed. Ascot would also amend certain terms of the credit agreement entered in June 2023 with Nebari Gold Fund 1, LP, which consists of a US$14 million convertible credit facility (the “Nebari Gold Fund Convertible Facility”). The conversion price under the Nebari Gold Fund Convertible Facility would be amended to C$0.53.

COF terms:

• Funded amount of US$20 million drawn in one tranche (the “Advance”), the proceeds of which will be used for the construction and working capital for the ramp-up of the Project.
• Principal amount of US$20.8 million which is subject to a 4% original issue discount to determine the Advance.
• The maturity date shall be the same as that of the Nebari Convertible Facility, which is June 27^th, 2027 (the “Maturity Date”).
• Interest rate of 10.0% plus the greater of (i) 3.5% and (ii) the three month term SOFR per annum.
• An arrangement fee of 1% of the Advance is due to Nebari Credit Fund II upon closing of the COF.
• The COF will follow a progressive amortization schedule with interest and principal payments due monthly for the term of the facility, starting in July 2024.
• Subject to the terms and conditions of the COF, Ascot may prepay the outstanding principal at any time, subject to a minimum prepayment amount of US$1 million and Nebari Credit Fund II achieving a minimum absolute return of 15%.
• Ascot would issue to Nebari Credit Fund II the number of Common Share purchase warrants equal to US$4 million divided by the exercise price, which would be equal to the amended conversion price. The warrants shall expire on the Maturity Date.
• The COF and the amended Nebari Gold Fund Convertible Facility will have a combination of senior and second lien security for the total amount outstanding under the Nebari Loans with US$20 million first lien position pari passu with SRSR existing streams against the Company’s Premier Gold Project and Red Mountain Project. Amounts over US$20M will have a second lien position behind SRSR’s existing streams. In addition, while any second lien security remains in place, Nebari shall be granted sole, unshared first lien security on Ascot’s non-core assets: the Swamp Point aggregate project in northwestern British Columbia and the Mount Margaret Copper exploration project in Washington State, USA.
• The COF would also contain customary representations, warranties and covenants for a transaction of this nature.
• The amendments to the Nebari Gold Fund Convertible Facility and the grant of the warrants are subject to approval of the TSX.