Ascot Resources Ltd.

TSX VENTURE : AOT


Ascot Resources Ltd.

May 22, 2014 10:08 ET

Ascot Announces $4.0 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 22, 2014) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION VIA US NEWSWIRE SERVICES

Ascot Resources Ltd. (the "Company") (TSX VENTURE:AOT) is pleased to announce that, subject to regulatory approval, it will undertake a non-brokered private placement to accredited investors of up to 4,210,526 units (the "Units") at a price of $0.95 per Unit for gross proceeds of up to $4.0 million. Each Unit will consist of one flow-through share and one half of one non-transferable, share purchase warrant. Each whole warrant will be exercisable for an additional common share for a period of two years from the closing of the private placement at an exercise price of $1.05 per share. All securities issued pursuant to the private placement will be subject to a four month hold period.

In connection with the private placement the Company will pay, subject to TSX Venture Exchange approval, a cash fee of 7.0% of the gross proceeds raised by finders and issue non-transferable warrants ("Finder's Warrants") equal to 7.0% of the Units sold pursuant to the efforts of finders. The Finder's Warrants will be exercisable at $0.95 per Finder's Warrant into common shares of the Company for a period of two years from the closing of the private placement.

The proceeds from the private placement will be used for exploring the Company's Premier and Dilworth properties which will constitute Canadian exploration expenses.

ON BEHALF OF THE BOARD OF DIRECTORS OF

ASCOT RESOURCES LTD.

John A Toffan, President

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

Neither the TSX Venture Exchange nor its Regulation Service Provider( as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.

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 relative to markets about anticipated future events or results constitute forward-looking statements including statements in respect of anticipated closing of the private placement and the expected use of proceeds. 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.

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