Vancouver, B.C. – January 7, 2019 – Ascot Resources Ltd. (TSX.V:AOT, OTCQX:AOTVF) (“Ascot”) and IDM Mining Ltd. (TSX.V:IDM, OTCQB:IDMMF) (“IDM”) are pleased to announce that they have entered into a definitive arrangement agreement (the “Definitive Agreement”) pursuant to which Ascot will acquire all of the issued and outstanding common shares of IDM (the “Transaction”). Each IDM shareholder will be entitled to receive 0.0675 of a common share of Ascot for each share of IDM held (the “Consideration”). The Transaction will consolidate Ascot’s Premier Gold project (“Premier”) and IDM’s Red Mountain project (“Red Mountain”), to create the leading high-grade gold development and exploration company in northwestern British Columbia’s Golden Triangle. The combined entity will benefit from numerous operational and development synergies.
The Consideration values IDM at approximately C$0.086 per share, representing a premium of approximately 54% to IDM shareholders based on the trailing 20-day volume weighted average price of each company as of the close of trading on January 4, 2019. Upon completion of the Transaction, it is expected that IDM shareholders will hold approximately 16.7% of Ascot shares on an outstanding basis.
Highlights of the Transaction:
•The combination of the two companies will result in a compelling resource base of high-grade measured and indicated gold-silver resources positioning Ascot as a consolidator of the southern Golden Triangle;
•Complementary management teams with a combined skill set of mining development, operations, finance, exploration and community relations experience; locally-based team of miners, drillers and support team;
•Two, 15+ km long early-Jurassic geological trends totaling 25,000 hectares, which host multiple advanced deposits with significant potential new high-grade gold discoveries located 25 kms from each other;
•Geographic and regulatory proximity, with all assets located within Treaty territory of the Nisga’a Nation, near the prominent mining communities of Stewart, British Columbia and Hyder, Alaska;
•Acquisition of high-grade development-stage resources at IDM’s Red Mountain project, which received its provincial environmental assessment certificate in October 2018;
•A solid infrastructure foundation at Premier, which includes a process mill, tailings storage facility, power and water treatment facilities; and
•Strong, supportive combined corporate, retail and institutional shareholder base providing enhanced market visibility.
Derek White, President & CEO of Ascot, commented: “The combination of Ascot and IDM creates a very attractive opportunity in northwest British Columbia’s Golden Triangle for our shareholders and stakeholders. Based near the historic mining town of Stewart, this area has hosted several prominent, profitable, and high-grade gold mines and we see that similar potential going forward. At this time in the gold sector, scale is important and together with the Red Mountain project, the larger company will hopefully become a prominent gold developer in terms of both grade and tonnage. In addition, the company will have experienced people with deep local knowledge and backgrounds in exploration, underground mine development, finance and mining operations, which will ultimately maximize value for shareholders. Our vision is to build profitable gold mining operations based out of Stewart, BC. and the surrounding communities. I would also like to take this opportunity to welcome Andree St-Germain, a current Board member of the IDM board to the board of Ascot along with Robert McLeod, Ryan Weymark and Dave Green as members of the team upon the closing of the Transaction to help realize our vision. I am excited for what lies ahead in 2019 and beyond.”
Robert McLeod, President & CEO of IDM, further added: “In addition to long-term value for both shareholders of Ascot and IDM, this combination provides a critical mass and optionality for development of multiple high-grade gold deposits which will result in significant stakeholder benefits for citizens of the Nisga’a Nation, for my hometown of Stewart and for my friends in the border town of Hyder. The combined company will control two geological trends hosting significant exploration ground in the Golden Triangle, which remains highly prospective for additional gold-silver discoveries.”
Ascot’s deposits and IDM’s Red Mountain project are located within separate mineralized trends and have separate NI 43-101 mineral resource estimates (see below). The proposed pro forma resource base would include 5.55M tonnes of measured and indicated resources, averaging 7.68 g/t Au, totaling 1.37 million ounces Au, with additional inferred resources of 6.35M tonnes averaging 7.12 g/t Au totaling 1.45 million ounces Au. Pro forma resources are as follows:
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