AOT Ascot Resources Ltd

Ascot Resources Ltd. (TSX: AOT; OTCQX: AOTVF) (“Ascot” or the “Company”) is pleased to announce the Company’s unaudited financial results for the three months and six months ended June 30, 2023 (“Q2 2023”), and also to provide a construction update on the Company’s Premier Gold Project (“PGP” or the “project”), located on Nisga’a Nation Treaty Lands in the prolific Golden Triangle of northwestern British Columbia. For details of the unaudited condensed interim consolidated financial statements and Management's Discussion and Analysis for the three and six months ended June 30, 2023, please see the Company’s filings at www.ascotgold.com or on SEDAR+ (www.sedarplus.ca).

Derek White, President and CEO, commented, "Construction activity at the Premier Gold Project continued to increase in the second quarter, with much progress being made on the critical outdoor and earthworks areas, including the tailings storage facility and new water treatment plant. As of Q2 2023, detailed engineering and major procurement are substantially complete, and project construction excluding mine development is at 48%.

Additionally, at the corporate level we have made steady progress on important agreements including the signing of a 3-year mining contract with Procon, the US$15 million equipment lease facility with CAT Financial, and the US$14 million convertible facility with Nebari.

The 2023 exploration program has been steadily progressing, with encouraging results encountered in both the drilling program and the IP geophysics program. We anticipate starting to release exploration results in the coming weeks as we receive them.”

All amounts herein are reported in $000s of Canadian dollars (“C$”) unless otherwise specified.

Q2 2023 AND RECENT HIGHLIGHTS

• The earthworks contract for the tailings storage facility was signed in March 2023 and the contractor was mobilized to the site in April 2023. Tailings pond de-watering was completed in June 2023 and the construction of the tailings storage facility commenced.
• On April 20, 2023, the Company closed a previously announced non-brokered private placement (the “Offering”). The Offering raised total gross proceeds of $4,050 and consisted of 5,000,000 common shares of the Company, which qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the “FT Shares”), at a price of C$0.81 per FT Share. The proceeds from the Offering will be used to fund the 2023 exploration program at PGP.
• On May 11, 2023, the Company announced the 2023 exploration program at PGP. The program consists of an initial 10,000 metres of surface drilling and will include exploration drilling for resource expansion as well as in-fill drilling of initial mining areas at the Big Missouri and Premier deposits. The exploration drilling will focus on extending the Day Zone at Big Missouri and the Sebakwe Zone north of the Premier mill. Up to an additional 4,000 meters of drilling have been budgeted and will be deployed towards surface and underground drilling depending on results of the initial 10,000 metres. The 2023 exploration program commenced on June 21, 2023.
• On June 27, 2023, the Company closed a previously announced US$14 million subordinated convertible credit facility (the “Convertible Facility”) with Nebari Gold Fund 1, LP (“Nebari”). The full proceeds from the Convertible Facility were used to repay principal, accrued interest and fees of Ascot’s existing subordinated convertible credit facility with Beedie Investments Ltd. (“Beedie”).
• On July 31, 2023, the Company entered into a master lease agreement with Caterpillar Financial Services (“CAT Financial”) for an equipment lease facility up to US$15 million on an uncommitted basis for surface mining equipment and construction equipment. The lease terms of the equipment are 4 to 5 years at an interest rate of the Canadian Dollar Offered Rate plus 4.25%.
• On August 8, 2023, the Company entered into a contract with Procon Mining & Tunnelling Ltd. for underground mining services for an initial term of 3 years with option to renew for two consecutive 1-year periods.

PROJECT CONSTRUCTION

In January 2023, the Company closed a project financing package consisting of US$110 million as a deposit in respect of gold and silver streaming agreements (the “Stream”) and a strategic equity investment (the “Strategic Investment”) of C$45 million, a portion of which is structured as Canadian Development Expenditures flow through shares, such that the total gross proceeds to the Company were C$50 million. Upon securing the new project financing, Ascot re-mobilized various contractors to progress activities for the remainder of construction scope for the Project. At the start of Q2 2023, there were approximately 118 employees and contractors working at the project site, and by the end of the quarter on June 30, 2023, there were over 180 people working at site.

Progress key performance indicators (“KPI”) and budgetAt the end of Q2 2023, overall construction excluding mine development was 48% complete, with engineering at 99% and procurement at 99%. The Project remains on schedule and budget for first gold production in the first quarter of 2024. Capital costs, including mining, incurred as of June 30, 2023 were $200 million. As of June 30, 2023, the remaining project construction capital required to complete construction and achieve the first gold pour is approximately $110 million including mining but excluding certain pre-operating costs and working capital. This is slightly higher than the most recent total project budget of $300 million to achieve first gold production reported in the Company’s News Release dated December 12, 2022. The modest cost increase is attributable to a slight delay of several weeks to achieve initial gold production, which arose as the Company progressed the detailed commissioning schedule. However, the target for initial gold production in Q1 of 2024 is unchanged. The company is assessing the working capital requirements as the project progresses from commissioning to production and ramp up phases, and is evaluating various potential financing options should additional funding be required.

SafetyThe Project continues to have an excellent safety record with 633,224 hours of work to date and zero lost time incidents. The total recordable incident frequency has been reduced from 1.28 at the end of Q1 2023, to 0.95 by the end of Q2 2023. However, with the increased activity on site and additional work areas, the number of incidents has increased including property damage, first aid injuries, and near misses. Reporting activity has been encouragingly high, and the Company will continue to work on proactive safety training and measures to reduce overall incidents at the Project site.

Processing PlantMechanical work continued in the mill during Q2 2023; various trommels, dust collection and chute infrastructure were installed around the SAG and Ball mills. The Intensive Leach Reactor was assembled. Electricians continued installing electrical cabinetry, pulling wire, installing cable trays, and working in the mine control centre room. Piping installation at the mill is approximately 50% complete. The tailings thickener and cyanide destruction tank outside the mill was also substantially completed in the quarter. Concrete and structural steel contractors also have been restarted and their scope updated for the mill completion.

Tailings Storage Facility (“TSF”) and Cascade Creek Diversion Channel (“CCDC”)The earthworks contract for the TSF and CCDC was signed in March 2023 and the contractor was mobilized to the site in April 2023. In order to de-water the tailings facility for the required earthworks, an additional temporary water treatment plant (“WTP”) was mobilized to site and commissioned in May 2023. Despite minor issues with initial ramp up, at the end of May the plant was operating at full capacity and in combination with other discharge points, the TSF was discharging near the permitted rate of 20,000 m3 per day. By the end of June 2023, dewatering was completed and the temporary WTP was demobilized. Drilling and blasting were started on the CCDC in May, with a target of one blast of 7,000 to 8,000 m3 every other day. To date, geological monitoring hasn’t noted potentially acid generating (“PAG”) material, and work is progressing well. Work continued at the TSF with earthworks contractors producing and placing T-zone material at the south dam, preparing the foundation at the east dam, blasting rock from the CCDC and bringing it to the crusher plant. The earthworks contractor added a night shift at the end of June to increase productivity.

Water Treatment Plant (“WTP”)Crews have also made progress on the new WTP and associated infrastructure, including the tailings thickener, lime silos, moving bed bio-reactor (“MBBR”) tanks and clarifier foundation pedestals. Construction remains targeted for July and August to coincide with new WTP completion in September and subsequent commissioning.

Site InfrastructureDuring Q2 2023, much work was completed on constructing the new electrical substation near the Premier mill. With the substation mostly complete, crews are now working on the 138kV power line to connect to the power grid less than 500 metres away. Crews also have been making progress on relocating the Big Missouri water pipeline from one side of the Big Missouri haul road to the other, which is expected to enhance the long-term safety and integrity of the pipeline.

Mine DevelopmentAfter an extensive and competitive process involving six contracting companies, Ascot selected Procon Mining & Tunnelling (“Procon”) for a 3-year contract to advance the underground portion of the project. Procon is headquartered in Burnaby, BC and has extensive underground mining experience in the province, including its current mining and development contract at the nearby Brucejack underground gold mine.

In 2022, work commenced on the S1 portal and approximately 907 metres of underground development was completed in the Big Missouri area before being paused for the winter. Procon will pick up from this existing development and continue the ramp and ore accesses as planned in September 2023, eventually connecting over to the Silver Coin deposit.

In late summer 2023, Procon will also start a new ramp development at the Premier deposit immediately adjacent to the existing mill facilities. They will drive the initial access ramp from surface down into the Premier deposit for initial mining at the Prew zone and will eventually connect a footwall ramp over to 602 area in the Premier deposit to commence mining there.

RecruitmentDuring Q2 2023, Ascot hired and onboarded a full-time recruitment professional to lead the Company’s staffing efforts as it advances towards operations in 2024. Recruitment has already begun to ramp up for a number of key positions added recently, including Health, Safety, Training and Emergency Preparedness, Human Resources and Fixed Maintenance Planner.

As recruitment efforts continue to ramp up in the coming months. The interest in Ascot is high and many good quality candidates continue to apply for open positions. Encouragingly, local interest is high, as many applications are coming from candidates in the area of Stewart and northwestern B.C.

Permitting and Environmental ComplianceAs a result of the project slowdown in 2022 due to the required re-financing process, a Joint Permit Amendment Application (“JPAA”) will be submitted in August 2023 to change targeted conditions within the permit, mostly due to the delay of meeting the new water treatment and quality requirements from December 2022 to Q4 2023. In addition, a Mines Act Permit Amendment (“MAPA”) was submitted in mid-June 2023 with respect to changing the planned location of the Premier mine portal from the southern location to an area much closer to the mill facility. All comments and information requests from the Nisga’a Lisims Government have been addressed and closed, and comments from the regulator are expected to be finalized in the coming weeks.

2023 EXPLORATION PROGRAM

The exploration program commenced on June 21, 2023 when a drill rig was mobilized to the Prew zone of the Premier deposit. The first nine drill holes have been completed and have intercepted visual sulfide mineralization very close to expected depth and corresponding stope locations. Visible gold was intercepted in at least one of the drill holes. It appears that the location and geometry of the mineralization at the Prew is well defined and should provide a good starting point for mining operations. Four more holes are planned in this area aiming at extensions of stopes and gaps between designed stopes. On completion of the drilling at the Prew zone, the rig will move up to Big Missouri to conduct additional drilling in that area.

The ground geophysical induced polarization (“IP”) survey commenced on June 26, 2023 and is now approximately 70% complete. The crew completed two grids, one near the Premier mill targeting the western extension of the Sebakwe Zone that yielded very good exploration results last year. The grid has been designed to cover approximately 1,000 metres of strike extent to the west of the drilling in 2022. It is not known if the Sebakwe Zone extends further west and if so, where it is located in terms of northing. The mineralization at Premier shows very well in induced polarization data and preliminary results are highly anticipated.

The second grid was completed around the Dilworth deposit in the northern part of the property. The geology of this area is not as well understood as Premier and Big Missouri and the exploratory induced polarization data should help with effective targeting of prospective areas. A third grid is currently being laid out at the northern extension of the Day Zone. This area has yielded very good exploration results in the last two years and mineralization remains open towards the north and south. The strike extent to the north could potentially connect the Day Zone with the Martha Ellen deposit further north. The results from the IP survey will be utilized for drill targeting in the second half of the 2023 field season.

FINANCIAL RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2023

The Company reported a net loss of $3,073 for Q2 2023 compared to $1,054 for Q2 2022. The higher net loss in current quarter is driven by a $2,262 loss on extinguishment of convertible debt.

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2023, the Company had cash & cash equivalents of $119,324 and working capital of $103,147. In H1 2023, the Company issued 120,048,007 common shares, no vested warrants, 613,334 stock options, 32,665 deferred share units, no restricted share units and no performance share units. Also, 520,250 stock options expired and 55,530 stock options, 352,006 deferred share units and 683,398 restricted share units were exercised in H1 2023.

As at August 11, 2023, the Company had 555,909,153 common shares outstanding, 23,822,382 stock options, 13,710,500 vested share purchase warrants, 1,557,071 deferred share units, 3,796,930 restricted share units and 108,108 performance share units outstanding. Also, 25,767,777 unvested Prepayment Warrants issued to Nebari are outstanding.

MANAGEMENT’S OUTLOOK FOR 2023

With the financing package closed on January 19, 2023 and refinancing of the existing convertible debt on June 28, 2023, the Company is focusing on the completion of construction of the Project and achieving first gold production in early 2024. The key activities for remainder of 2023 include:

• Construction of the processing plant and associated surface infrastructure such that the plant is expected to be in pre-commissioning by the end of 2023
• Completion of the tailings dam improvements and start up of the new water treatment plant by Q4 2023
• Advancement of the Premier portal and underground development and additional underground development of the Big Missouri mine, as well as initial production stoping to provide mill feed for commissioning.
• Maintaining a Health and Safety record of zero lost time incidents and achieving the 2023 goals outlined in the Company’s 2022 Sustainability Report
• Advancing the recruitment of site personnel in line with the site personnel plan by the end of 2023
• Maintaining permitting and environmental compliance so that there are no delays in the project construction schedule
• More exploration and infill drilling north and west of existing resources at the Premier Northern Light and Day zone resources areas

CONSTRUCTION PROGRESS PHOTOS

Figure 1 – New electrical substation constructionhttps://www.globenewswire.com/NewsRoom/AttachmentNg/f4031c7f-d5dd-4684-bcc5-a6386ed781c1

Figure 2 – New WTP overviewhttps://www.globenewswire.com/NewsRoom/AttachmentNg/642c8f63-f145-45ef-99ce-a5d54f897a2f

Figure 3 – New WTP clarifier constructionhttps://www.globenewswire.com/NewsRoom/AttachmentNg/b3285f8d-f345-4bd2-8ef6-194c26bbf579

Figure 4 – New WTP MBBR tanks and electrical buildinghttps://www.globenewswire.com/NewsRoom/AttachmentNg/2bafa887-b5e7-46a1-8ba4-7161d952f378

Figure 5 – Tailings thickener and CN destruction tankhttps://www.globenewswire.com/NewsRoom/AttachmentNg/06e91084-3316-4373-88e1-63762df9fd29

Figure 6 – CCDC excavation overviewhttps://www.globenewswire.com/NewsRoom/AttachmentNg/8e7bd5df-bf39-4ad0-b617-ba4609314307

Figure 7 – CCDC excavation looking southhttps://www.globenewswire.com/NewsRoom/AttachmentNg/ecbed584-0a96-4e08-8ae7-bcb1d107d5f8

Figure 8 – Tailings south dam earthworkshttps://www.globenewswire.com/NewsRoom/AttachmentNg/8de29e0f-56b0-44a9-bf0f-7cbb22739a66

Figure 9 – Temporary crushing plant for tailings earthworkshttps://www.globenewswire.com/NewsRoom/AttachmentNg/036c60dd-d6d5-48aa-b2b0-3c7c6b53d573

Qualified Person

John Kiernan, P.Eng., Chief Operating Officer of the Company is the Company’s Qualified Person (QP) as defined by National Instrument 43-101 and has reviewed and approved the technical contents of this news release.

On behalf of the Board of Directors of Ascot Resources Ltd.“Derek C. White”President & CEO

For further information contact:

David Stewart, P.Eng.VP, Corporate Development & Shareholder Communicationsdstewart@ascotgold.com778-725-1060 ext. 1024

About Ascot Resources Ltd.

Ascot is a Canadian junior exploration and development company focused on re-starting the past producing Premier gold mine, located on Nisga’a Nation Treaty Lands, in British Columbia’s prolific Golden Triangle. Ascot shares trade on the TSX under the ticker AOT. Concurrent with progressing the development of Premier, the Company continues to successfully explore its properties for additional high-grade underground resources. Ascot is committed to the safe and responsible development of Premier in collaboration with Nisga’a Nation as outlined in the Benefits Agreement.

For more information about the Company, please refer to the Company’s profile on SEDAR+ at www.sedar.ca or visit the Company’s web site at www.ascotgold.com, or for a virtual tour visit www.vrify.com under Ascot Resources.

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

Cautionary Statement Regarding Forward-Looking Information

All statements and other information contained in this press release about anticipated future events may constitute forward-looking information under Canadian securities laws ("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", "targeted", "outlook", "on track" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements, including statements in respect of the advancement and development of the PGP and the timing related thereto, the exploration of the Company’s properties and management’s outlook for the remainder of 2023 and beyond. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including risks associated with the business of Ascot; risks related to exploration and potential development of Ascot's projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and indigenous groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; risks associated with COVID-19 including adverse impacts on the world economy, construction timing and the availability of personnel; and other risk factors as detailed from time to time in Ascot's filings with Canadian securities regulators, available on Ascot's profile on SEDAR+ at www.sedar.ca including the Annual Information Form of the Company dated March 23, 2023 in the section entitled "Risk Factors". Forward-looking statements are based on assumptions made with regard to: the estimated costs associated with construction of the Project; the timing of the anticipated start of production at the Project; the ability to maintain throughput and production levels at the Premier Mill; the tax rate applicable to the Company; future commodity prices; the grade of Resources and Reserves; the ability of the Company to convert inferred resources to other categories; the ability of the Company to reduce mining dilution; the ability to reduce capital costs; and exploration plans. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Although Ascot believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since Ascot can give no assurance that such expectations will prove to be correct. Ascot does not undertake any obligation to update forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.