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| Share Name | Share Symbol | Market | Stock Type |
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| Anglo & Oseas | AOT | London | Ordinary Share |
| Price Change | Price Change % | Share Price | Last Trade
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| 0.00 | 0.00% | 113.50 | 01:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
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| 113.50 |
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Posted at 22/1/2024 22:28 by stu31 Ascot Arranges C$25 Million Bought Deal Financing and US$50 Million Additional Funding for Completion and Ramp-Up of the Premier Gold ProjectNot for distribution to U.S. news wire services or dissemination in the United States. Vancouver, B.C. January 22, 2024— Ascot Resources Ltd. (TSX: AOT; OTCQX: AOTVF) (“Ascot” or the “Company” The proposed financing package would consist of a royalty restructuring (the “Royalty Restructuring” FINANCE PACKAGE HIGHLIGHTS Royalty Restructuring: US$30 million gross proceeds for Ascot to grant and sell to SRSR a new 3.10% NSR royalty covering the PGP property package (the “Sprott Royalty”). Until the end of 2026, up to 50% of the new royalty can be repurchased for varying amounts depending on timing and cumulative production. C$13.7 million of the gross proceeds will be used to buy back two existing 5% NSR royalties on various PGP property claims, resulting in net proceeds of approximately US$20 million. Cost Overrun Facility: US$20 million from Nebari Credit Fund II to be drawn in full at closing, with maturity to be in June 2027. The interest rate would be 10.0% plus the greater of: (i) 3.5% and (ii) the three month secured overnight financing rate (“SFOR”) per annum. Nebari Credit Fund II will also be granted warrants to purchase Common Shares, as described below. Nebari Gold Fund Convertible Facility amendments: In connection with the Cost Overrun Facility, Ascot would amend certain terms of the credit agreement entered in June 2023 with Nebari Gold Fund 1, LP (“Nebari Gold Fund” and together with Nebari Credit Fund II, “Nebari” The Cost Overrun Facility and the amended Nebari Gold Fund Convertible Facility (together the “Nebari Loans”) will have a combination of senior and second lien security for the total amount outstanding under the Nebari Loans with a US$20 million first lien position pari passu with SRSR existing streams and amounts over US$20M having a second lien position behind SRSR’s existing streams. Ascot’s strategic investor Ccori Apu S.A.C. intends to participate in the Offering to keep their pro-rata share ownership of approximately 19.9%. The three components of the proposed financing package, namely the Royalty Restructuring, the COF, and the Offering, are all cross conditional and are anticipated to close on or about February 9, 2024, subject to successful negotiation and execution of definitive agreements and receipt of regulatory approvals, including Toronto Stock Exchange (“TSX”) approval. Derek White, President and CEO of Ascot commented, “Over the past year the Company, despite many challenges, has achieved significant progress in the construction and mining development of the Premier Gold Project and we are excited about moving towards production in the very near term. Project construction was 86% complete at the end of December 2023, and as we complete this phase of the Project, the Company has been focusing it efforts to prepare for the initial production and ramp-up phase of the operation. It is paramount at this stage that the Company is well financed and I believe this funding package accomplishes this. 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 C$0.53. COF terms: Funded amount of US$20 million drawn in one tranche (the “Advance” 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 27th, 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. THE OFFERING Ascot has entered into an agreement with a syndicate of underwriters co-led by BMO Capital Markets and Desjardins Capital Markets, under which the Underwriters have agreed to buy, on a bought deal basis by way of private placement, 56,820,000 Common Shares of the Company at a price of C$0.44 per Common Share for gross proceeds of approximately C$25 million. In addition, the Company has granted the Underwriters an option, exercisable up to 48 hours prior to the closing of the Offering, to purchase up to an additional 15% of the number of Common Shares purchased pursuant to the Offering. Gross proceeds of up to C$10 million will be sold on a private placement basis pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“LIFE” or “LIFE Tranche”) and remaining gross proceeds will be sold on a private placement basis pursuant to applicable non-LIFE prospectus exemptions under applicable securities laws (the “Private Placement Tranche”). The Common Shares issued as part of the Private Placement Tranche, which will include any Common Shares issued in connection with the Underwriters’ option, will be subject to a hold period under Canadian securities law expiring four months and one day after the closing date while Common Shares issued as part of the LIFE Tranche will not be subject to a hold period under Canadian securities law. The Company intends to use the net proceeds of the Offering for the construction and ramp-up of the Project, for additional working capital, and for general corporate purposes. The Offering is expected to close on or about February 9, 2024 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX. There is an offering document related to the LIFE that can be accessed under the Company’s profile at www.sedarplus.com and at www.ascotgold.com. Prospective investors should read this offering document before making an investment decision. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. |
Posted at 11/12/2020 17:15 by stu31 Ascot Secures US$105 Million Construction Finance Package for Premier Gold Project10/12/2020 2:04pm Ascot Resources Ltd (TSX: AOT; OTCQX: AOTVF) (“Ascot” or the “Company” A summary of the key terms of the Senior Facility and Convertible Facility are as follows: The Senior Facility Term of 5 years US$80 million in principal structured in multiple tranches: US$20 million advanced at closing Subsequent tranches available to the Company on satisfaction of customary conditions Interest rate greater of 3-month LIBOR and 1.5% plus 7.0% and 5.75% per annum 100% of interest costs capitalized until June 2022 Principal payments including capitalized interest are payable in 10 quarterly instalments commencing September 2023 2.0% original issue discount payable on drawdown of each tranche 1.75% partner alignment fee payable in Ascot common shares at closing Fixed US$13 per ounce production-linked payment on the first 450,000 ounces produced Payments are to be financially settled on a monthly basis and can be terminated at any time by payment of an early termination fee Voluntary prepayment of outstanding principal and interest after December 2023 The facility is available to be drawn until June 30, 2022 and project completion no later than September 30, 2023 No hedging, cash sweeps, cash collateralization or offtake agreement At Ascot’s option, Sprott will purchase 10% of the common shares or up to a maximum of US$3 million, to be issued in connection with Ascot’s minimum equity requirement of US$25M associated with the financing package. The Convertible Facility Term of 3 years extended to 4 years upon receipt of project construction permits US$25 million in principal structured in two tranches: US$10 million will be advanced at closing (“Initial Advance”) US$15 million will be advanced on satisfaction of customary conditions (“Subsequent Advance”) Interest rate of 8.0% per annum 100% of interest costs capitalized to principal until construction is complete and the Project has successfully completed an agreed completion test 3.0% standby fee on undrawn amounts, accrued until maturity date 1.5% commitment fee payable at closing Prepayment is subject to Senior Facility conditions, 1.0% penalty on repayment of outstanding principal and interest after December 2022, prior to December 2022 a make whole fee of 24 months interest Subject to the terms and conditions of the Convertible Facility, all or a portion of the Initial Advance can be converted into Ascot common shares at the option of the Lenders at a price equal to the higher of (“Initial Advance Conversion Price”): 20% premium to the 30-day VWAP of Ascot common shares immediately prior to the date hereof; and The market price immediately prior to the date hereof, as defined by the rules and policies of the Toronto Stock Exchange (“TSX”) Subject to the terms and conditions of the Convertible Facility, all or a portion of the Subsequent Advance, if any, can be converted into Ascot common shares at the option of the Lenders at a price equal to the higher of (the “Subsequent Advance Conversion Price”): the Initial Advance Conversion Price; and the market price subject to the maximum allowable discount, pursuant to the rules and policies of the TSX If over 20 consecutive trading days the VWAP of Ascot common shares exceeds 45% of the Initial Advance Conversion Price or Subsequent Advance Conversion Price (together, the “Conversion Price”), as applicable, Ascot may, subject to the terms and conditions of the Convertible Facility, convert up to 50% of the Conversion Price, as applicable, to Ascot common shares, in accordance with the terms and conditions of the Convertible Facility Derek White, President and CEO of Ascot, commented, “We are very pleased with the financial commitments that Sprott and Beedie Capital have made towards the development of the Project. We have achieved our objective of securing a flexible financing package on terms that are competitive and protect the upside for our shareholders. The optionality of repayment of both the Senior Facility and the Convertible Facility in a rising gold price environment provides the Company financing flexibility. Combined with the equity financing completed in June, this package secures approximately US$45 million of immediate funding enabling us to order long lead-time equipment, undertake pre-construction activities, advance permitting and refinance our existing convertible note. The financing process has been a team effort and I would like to acknowledge the efforts of all involved from the Ascot team, our advisors Auramet International LLC, Agentis Capital Mining Partners, and our legal counsel Blakes Cassels and Graydon, LLP.” Narinder Nagra, Managing Partner of Sprott, commented, “As one of the largest investors dedicated to the natural resource sector, Sprott is excited to partner with Ascot on the development of the Premier Gold Project. Our partnership with Ascot is consistent with our strategy of providing innovative and flexible capital to maximize the value of exceptional projects.” “We are excited to partner with Ascot and Sprott as part of this comprehensive financing package” said David Bell, Managing Director at Beedie Capital. “We look forward to supporting Ascot through the development of the Project into becoming a significant gold producer in British Columbia.” All definitive documentation for the Financing has been signed and the Company expects to receive the first US$20 million tranche from the Senior Facility, on December 10, 2020. The US$10 million advance from the Convertible Facility will be used to repay the existing convertible notes. Drawdown on each facility is subject to customary conditions including all regulatory approvals. For more information about the Company, please refer to the Company’s profile on SEDAR at www.sedar.com or visit the Company’s web site at www.ascotgold.com, or for a virtual tour visit www.vrify.com under Ascot Resources. |
Posted at 29/8/2020 17:07 by stu31 JUNE 17, 2020View in PDF format Ascot Resources Announces Closing of C$25,000,200 Bought Deal Financing NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES Vancouver, B.C. June 17, 2020 — Ascot Resources Ltd. (TSX: AOT; OTCQX: AOTVF) ("Ascot" or the "Company") is pleased to announce that it has closed its previously announced bought deal financing (the "Offering"). A total of 29,412,000 common shares of the Company ("Shares") were sold under the Offering at a price of C$0.85 per Share for aggregate gross proceeds to the Company of C$25,000,200. The Offering was conducted by a syndicate of underwriters (the "Underwriters") co-led by Desjardins Capital Markets and Stifel GMP and including Paradigm Capital Inc. and Sprott Capital Partners LP. Derek White, President and CEO, commented, "The completion of the Offering facilitates the funding for the order of long lead time items and continued development, optimization and de-risking of the Premier Gold Project. This supports the Company's efforts of re-starting the mining operations at the Premier Gold Project." The Shares were issued pursuant to a short form prospectus dated June 10, 2020, filed with the securities regulatory authorities in each of the provinces of Ontario, British Columbia and Alberta (the "Prospectus"). A copy of the Prospectus is available under the Company's profile on SEDAR at www.sedar.com. The net proceeds of the Offering will be used for the continued development of the Company's Premier Gold Project, including the purchase of long lead time equipment and for general working capital purposes (as more fully described in the Prospectus). This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. ON BEHALF OF THE BOARD OF DIRECTORS OF ASCOT RESOURCES LTD. "Derek C. White", President and CEO For further information contact: Kristina Howe VP, Investor Relations 778-725-1060 / khowe@ascotgold.com About Ascot Resources Ltd. Ascot is a Canadian-based exploration and development company focused on re-starting the past producing historic Premier gold mine, located in British Columbia's Golden Triangle. The Company continues to define high-grade resources for underground mining with the near-term goal of converting the underground resources into reserves, while continuing to explore nearby targets on its Premier/Dilworth and Silver Coin properties (collectively referred to as the Premier Gold Project). Ascot's acquisition of IDM Mining added the high-grade gold and silver Red Mountain Project to its portfolio and positions the Company as a leading consolidator of high-quality assets in the Golden Triangle. |
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