| ||July 05, 2007|
Ascot has closed its Private Placement
| ||Ascot Resources Ltd. (the "Company") is pleased to announce that, further to its press releases dated June 11, 2007 and June 18, 2007, it has closed its private placement of 2,080,000 units (the "Units") and 1,000,000 flow-through units (the "FT Units"). As consideration for acting as agents, the syndicate of agents, which was led by PI Financial Corp. and Dundee Securities Corporation, received a cash commission of $130,007.00, 138,262 units with the same terms as the Units and 215,600 agent's options. Each agent's option is exercisable for one common share for two years from the closing date at a price of $1.75.|
The Units were priced at $1.50 and consisted of a share and a half warrant (each whole warrant, a "Warrant") and the FT Units were priced at $1.70 and consisted of a 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.
All securities issued pursuant to the private placement are subject to a hold period expiring on November 6, 2007.
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 proceeds from the sale of the FT Units will be used for exploration expenses that will constitute Canadian exploration expenses (as defined in the Income Tax Act) and will be renounced for the 2007 taxation year.
ON BEHALF OF THE BOARD OF DIRECTORS OF
ASCOT RESOURCES LTD.
"Robert A. Evans", Director
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy 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 regarding 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.
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