Ascot Resources Ltd.

Ascot Resources Ltd.

November 27, 2007 08:28 ET

Ascot Announces $23.1 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 27, 2007) -


Ascot Resources Ltd. (TSX VENTURE:AOT) (the "Company") is pleased to announce that it has entered into an agreement to complete a brokered private placement financing (the "Offering"), on commercially reasonable efforts agency basis, through a syndicate of agents led by Dundee Securities Corporation and including PI Financial Corp. (the "Agents"). The Offering provides for the issue of up to 1,500,000 flow-through common shares ("Flow-Through Shares") at $2.00 per Flow-Through Share for gross proceeds of $3,000,000 and up to 11,500,000 units ("Units") at $1.75 per Unit for gross proceeds of up to $20,125,000. Each Unit will consist of one common share and one-half of one non-transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable for an additional common share ("Warrant Share") of the Company for a period of 24 months from the date of closing ("Closing Date") at a price of $2.25 per Warrant Share. Under the agreement, the Agents have an over-allotment option to sell up to an additional 1,720,000 Units for approximately $3.0 million in additional gross proceeds. In the event that the daily volume weighted average price of the Company's Common Shares on the TSX Venture Exchange is greater than $3.00 per share for a period of 20 consecutive trading days at any time after four months and one day after the Closing Date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.

In connection with the Offering, the Underwriters will receive a cash commission equal to 7% of the gross proceeds raised under the Offering plus broker warrants (the "Broker Warrants") equal to 7% of the number of Units and Flow-Through Shares sold under the Offering. The Broker Warrants will be exercisable into common shares at a price of $2.25 per Broker Warrant for a period of 24 months from closing.

Closing of the Offering is scheduled to occur on or about December 19, 2007. All securities issued will be subject to a four month hold period. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

Net proceeds from the financing will be used to further develop the Company's Swamp Point sand and gravel deposit, to explore the Company's Dilworth project and for working capital. The flow-through funds raised from the Offering will be used for general exploration expenditures which will constitute Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and will be renounced for the 2007 income tax year.

The Company is a Canadian junior resource company with a focus on exploration and development of mineral and resource properties.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements.

On Behalf of the Board of Directors


John A. Toffan, President and Director

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute 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. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Ascot Resources Ltd.
    John A. Toffan
    President and Director
    (604) 684-8950
    (604) 684-9877 (FAX)