Ascot Resources Ltd.
TSX VENTURE : AOT

Ascot Resources Ltd.

December 20, 2007 14:40 ET

Ascot Resources Ltd. Closes Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 20, 2007) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Ascot Resources Ltd. (the "Company") (TSX VENTURE:AOT) is pleased to announce that, further to its press release dated November 27, 2007, it has closed a private placement of 1,500,000 flow-through shares (the "Flow-Through Shares") and 7,839,600 units (the "Units") for gross proceeds of $16,719,300. As consideration for acting as agents, the syndicate of agents, which was led by Dundee Securities Corporation and included PI Financial Corp., received a cash commission of $1,170,351 and 653,772 broker warrants. Each broker warrant is exercisable for one common share for two years from the closing date at a price of $2.25.

The Flow-Through Shares were priced at $2.00 per Flow-Through Share. The Units were priced at $1.75 and consist of one common share and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one additional common share of the Company for two years from closing at a price of $2.25 per share. However, in the event 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.

All securities issued pursuant to the private placement are subject to a hold period expiring on April 21, 2008.

The funds 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 proceeds from the sale of the Flow-Through Shares will be used for exploration expenses that will constitute Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and will be renounced for the 2007 taxation year.

ON BEHALF OF THE BOARD OF DIRECTORS OF ASCOT RESOURCES LTD.

Robert A. Evans, Director

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act" )or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analysis and other information contained in this press release regarding 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 release.

Contact Information

  • Ascot Resources Ltd.
    Robert A. Evans
    Director
    (604) 684-8950
    (604) 684-9877 (FAX)
    Website: www.ascotresources.ca