NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
Abcourt Mines Inc. (“Abcourt” or the “Corporation”) (TSX Venture: ABI) (OTCQB: ABMBF) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (the “Lead Agent”) to act as lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a brokered “best efforts” private placement (the “Marketed Offering”) for aggregate gross proceeds of up to $8,500,000 from the sale of (i) up to 41,666,666 flow-through units of the Company to be sold to charity purchasers (each a “ Charity FT Unit ”) at a price of $0.12 per Charity FT Unit and (ii) up to 41,176,471 units of the Corporation (each a “ Unit ”) at a price of $0.085 per Unit (the “ Unit Price ”).
Each Charity FT Unit will consist of one common share of the Corporation (each a “ FT share “) to be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the ” Tax law “) and one ordinary warrant for the purchase of shares (each a ” Deposit “). Each Warrant entitles the holder thereof to purchase one ordinary share of the Company (each a ” Warrant share “) at a price of $0.12 per Warrant Share at any time on or before such date which is 36 months after the Closing Date (as defined herein).
Each Unit will consist of one common share of the Company (each a ” Unit share “) and one Warrant, each Warrant being exercisable by the holder to acquire one Warrant Share at a price of $0.12 for a period of 36 months after the Closing Date.
The Charity FT Units and Units will be offered on a best effort brokered private placement basis in the provinces of Alberta, British Columbia, Manitoba, Ontario, Saskatchewan and Québec, pursuant to the listed issuer exemption under Part 5A of National Instrument 45-106 – Prospectus exemptions as amended by Coordinated Framework Agreement 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers (the ” Exemption for financing of listed issuers “). The securities issued under the publicly traded issuer financing exemption are expected to be immediately freely tradable under applicable Canadian securities laws if sold to purchasers residing in Canada.
The Agents will have an option, exercisable in whole or in part, until 48 hours prior to the Closing Date, to sell an additional $1,500,000 worth of Units at the Unit Price (the ” Agent option “, and together with the Marketed Offering, the ” To offer “).
The gross proceeds from the sale of Units will be used for working capital and general corporate purposes. Gross proceeds from the sale of the Charity FT Units will be used to explore and advance the Corporation’s Flordin-Cartwright project, located in Québec’s Abitibi Greenstone Belt. The gross proceeds from the issuance and sale of the Charity FT Units will be used for Canadian exploration expenses as defined in paragraph (f) of the definition of “Canadian exploration expenses” in subsection 66.1(6) of the Tax Act and will qualify as “flow-through mining expenses” as defined in subsection 127(9) of the Tax Act which will qualify as “flow-through mining expenses” as defined in section 359.1 of the Québec Tax Code (the “ Qualifying expenses “), which will be incurred on or before December 31, 2026 and will be waived to the purchasers of Charity FT Units with an effective date no later than December 31, 2025 in an aggregate amount not less than the gross proceeds from the issuance of the Charity FT Units. In the event that the Corporation is unable to waive or remit 100% of the eligible expenses, the Corporation will indemnify each purchaser Charity FT Units for the additional taxes payable by such purchaser as a result of the Company’s inability to waive the Eligible Expenses as agreed.
The closing of the Offering is expected to occur on or about October 31, 2025 or such other date as the Company and the Principal Agent may agree (the ” Closing date “), and remains subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
There is an offering document relating to the offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.abcourt.info. Potential investors should read this offering document before making any investment decision.
The securities offered have not been, and will not be, registered under the US Securities Act or any state securities laws and may not be offered, sold or delivered, directly or indirectly, within the United States or to or for the account or benefit of US persons absent registration or an exemption from such 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 securities in any state in the United States in which such offer, solicitation or sale would be unlawful.
ABOUT Abcourt Mines Inc.
Abcourt Mines Inc. is a Canadian development company with properties strategically located in northwestern Quebec, Canada. Abcourt owns the Sleeping Giant mine and plant, where it focuses its development activities.
For more information about Abcourt Mines Inc., visit our website www.abcourt.ca and view our files under Abcourt’s profile www.sedarplus.ca
FORWARD-LOOKING STATEMENTS
Certain information contained herein may constitute “forward-looking information” under Canadian securities laws. Generally, forward-looking information can be identified by the use of forward-looking terminology such as ‘plans’, ‘seeks’, ‘expects’, ‘estimates’, ‘intends’, ‘anticipates’, ‘believes’, ‘could’, ‘could’, ‘likely’ or variations of such words, or statements that certain actions, events or results ‘may’, ‘will’, ‘might’, ‘could’, ‘could’, ‘will be’ undertaken’, ‘prevented’, achieved’ or other similar expressions. Forward-looking statements, including the expectations of the Company’s management regarding the use of proceeds and use of available funds upon completion of the Offering; as well as the completion of the Offering and the date of such completion, are based on Abcourt’s estimates and are subject to known and unknown risks, uncertainties and other factors that could cause Abcourt’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Forward-looking statements are subject to business and economic factors, uncertainties and other factors that could cause actual results to differ materially from these forward-looking statements, including the relevant assumptions and risk factors set forth in the Abcourt’s public documents, available on SEDAR+ at www.sedarplus.ca . There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although Abcourt believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements and forward-looking information. Except as required by applicable law, Abcourt disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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