Ascot Resources Ltd.
TSX VENTURE : AOT

Ascot Resources Ltd.

June 11, 2007 17:43 ET

Ascot Resources Ltd. to Raise Up to $4,700,000 by Way of a Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 11, 2007) -

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

Ascot Resources Ltd. (the "Company") (TSX VENTURE:AOT) has arranged a brokered private placement of up to 2,000,000 units (the "Units") and up to 1,000,000 flow-through units (the "FT Units") of the Company on a commercially reasonable efforts basis with a syndicate of agents, co-led by Pacific International Securities Inc. and Dundee Securities Corporation (the "Agents") to raise up to $4,700,000 (the "Offering"). The Units are priced at $1.50 and consist of a share and a half warrant (each whole warrant, a "Warrant"), the FT Units are priced at $1.70 and consist of a flow-through share and a half Warrant. Each Warrant is exercisable into one additional common share of the Company for two years from closing at a price of $2.00 per share. If, however, the Company's stock trades for ten consecutive trading days between the date that is four months following the closing date and the expiry of the Warrant at a daily volume weighted average price in excess of $2.50 for each of those ten days, the Company may give notice to the warrant holders, within thirty days of the occurrence, that the warrants will expire thirty days following the giving of the notice, unless exercised by the warrant holder prior to that date.

The Agents will receive a commission of 7.0% of the gross proceeds payable in cash or Units, at the election of the Agents. In addition the Agents will be granted compensation options equal in number to 7.0% of the aggregate number of Units and FT Units sold under the Offering. The compensation options will be exercisable at $1.75 per share for a period of two years from the date of closing. The Company will also pay the agents' costs and expenses of the Offering.

All securities issued in the offerings will have a hold period in Canada of four months from the closing of the offering.

The private placement is subject to completion of satisfactory due diligence by the agents, acceptance for filing by the TSX Venture Exchange and receipt of any required regulatory approvals.

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 flow-through funds raised from the offering will be used for general exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Canada Income Tax Act) and will be renounced for the 2007 income tax 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 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 release.

Contact Information

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