The Nebari Convertible Facility is bound by broadly similar terms as compared with the Beedie Convertible Facility, with the most notable difference being an extension of the maturity date from late-2024 to mid-2027. Closing of the Nebari Convertible Facility is expected to be before
THE NEBARI CONVERTIBLE FACILITY
- Principal of
US$14 million drawn in one tranche (the “Advance”), the proceeds of which will be used to repay the Beedie Convertible Facility outstanding principal ofUS$10 million , together with all accrued and unpaid interest and prepayment fees. - The maturity date shall occur 48 months from the date of the Advance (the “Closing Date”), which shall be no more than 7 business days from the date of this release.
- Interest rate of 5.0% plus the greater of (i) 3.0% and (ii) the secured overnight financing rate for a 3-month tenor per annum.
- 100% of interest costs capitalized to principal until the earlier of the Company declaring commercial production at the
Premier Gold Project (“PGP”) orDecember 31, 2024 . - All or a portion of the
US$14 million principal amount can be converted into Ascot common shares at the option Nebari at a price (the “Conversion Price”) ofC$0.72 which is equal to a 20% premium to the 30-day VWAP of Ascot common shares up to and includingJune 15, 2023 . - If over 20 consecutive trading days the VWAP of Ascot common shares exceeds 45% of the Conversion Price, Ascot may convert up to 50% of the outstanding principal, as applicable, to Ascot common shares, subject to certain limitations and conditions.
- Subject to the terms and conditions of the Nebari Convertible Facility, Ascot may prepay the outstanding principal at any time.
- As part of this prepayment condition, Ascot will issue to Nebari 25,767,777 unvested warrants on closing of the Nebari Convertible Facility (the “Prepayment Warrants”).
- Prepayment is subject to the conditions of the senior purchase and sale agreements among Ascot, as seller, IDM Mining Ltd. and
Ascot Power Ltd. , as guarantors, andSprott Resource Streaming and Royalty (B) Corp. , as purchaser, 1.0% penalty on repayment of outstanding principal and interest after 24 months from the Closing Date, prior to 24 months from the Closing Date a make whole fee of 24 months interest. - In certain prepayment or repayment events, a number of Prepayment Warrants will vest that is equal to the quotient of the principal being prepaid divided by the initial
US$14 million advance, with each Warrant entitling the holder to purchase one Ascot common share at an exercise price equal to the Conversion Price. - The Nebari Convertible Facility also contains customary representations, warranties and covenants for a transaction of this nature.
On behalf of the Board of Directors of
“Derek C. White”
President & CEO
For further information contact:
VP,
dstewart@ascotgold.com
778-725-1060 ext. 1024
About
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
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
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 structure and completion of the Nebari Convertible Facility and the expected closing date of the Nebari Convertible Facility. 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.com including the Annual Information Form of the Company dated
Source:
2023 GlobeNewswire, Inc., source