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 completed its previously announced “best effort” private placement (the “Offering”), conducted by Red Cloud Securities Inc., as lead agent and sole bookrunner (the “Agent”), for aggregate gross proceeds of approximately $10,000,000 from the sale of (i) 41,666,666 sold through Corporation units to charity purchasers (each a “Charity FT Unit”) at a price of $0.12 per Charity FT Unit; and (ii) 58,823,530 units of the Corporation (each a “Unit”) at a price of $0.085 per Unit (the “Unit Price”).
Each Charity FT Unit consists of one class “B” share of the Corporation (each a ” FT share “) and one warrant to purchase class “B” shares (each a ” Deposit “). Each Warrant entitles the holder thereof to purchase one class “B” share of the Company (each a ” Warrant share “) at a price of $0.12 per Warrant Share until October 31, 2028. Each CFT Share and each Warrant comprising the Charity FT Unit qualifies as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the ” Tax law “) and section 359.1 of the Tax law (Quebec) (the ” Quebec Tax Code “).
Each Unit consists of one class “B” 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 until October 31, 2028.
The Company expects to use the net proceeds from unit sales 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 Act (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 incur 100% of the eligible expenses, the Corporation will indemnify each purchaser of Charity FT Units for the additional taxes payable by such purchaser as a result of the Corporation’s failure to waive the Eligible Expenses as agreed.
In consideration for its services, Agent received a cash commission of $450,000.49 and 4,264,711 non-transferable warrants (the “ Agents Warrants “). Each Agent Warrant entitles the holder thereof to purchase one class “B” share of the Company (a ” Common share “) at a price of $0.12 until October 31, 2028. The Agent Warrants are subject to a holding period in Canada that will expire four months and one day from the date hereof.
The Offering was completed pursuant to the listed issuer financing 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 Charity FT Units and Units offered under the publicly traded issuer financing exemption are not subject to resale restrictions under applicable Canadian securities laws. The Offering is subject to final 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.
Early warning
Mr. Nouredine Mokaddem, a director of the Corporation, subscribed to 24,705,880 units under the Offering, for an amount of $2,099,999.80, resulting in an increase in his beneficial ownership of approximately 2.14% on a partially diluted basis (assuming the exercise of convertible securities held by Mr. Mokaddem).
Prior to the Offering, Mr. Mokaddem owned or controlled 100,000,000 class “B” shares and 103,250,000 options and warrants (the “ Convertible securities ), representing approximately 9.86% of the outstanding Class “B” shares on a non-diluted basis and 18.19% on a partially diluted basis (assuming the exercise of such Convertible Securities).
As a result of the Offering, Mr. Mokaddem owns or controls 124,705,880 Class “B” shares and 127,955,880 Convertible Securities, representing approximately 11.19% of the outstanding Class “B” shares on a non-diluted basis and 20.33% on a partially diluted basis (assuming the exercise of Convertible Securities).
Mr Mokaddem acquired the Units for investment purposes. He may acquire additional securities of the Company or sell securities of the Company in the future, including on the open market or through private transactions, depending on market conditions and other relevant factors.
The participation of Mr. Mokaddem, an insider of the Company, in the Offering is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (” MI 61-101 “). The Corporation relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 with respect to the participation of related parties in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for the transaction, exceeds 25% of the transaction value. Market capitalization of the company (as determined under MI 61-101). The company did not file a material changes report with respect to this transaction at least 21 days prior to the expected closing of the offering as the details of such transaction were unknown at the time.
A copy of the early warning report regarding the foregoing will appear on Abcourt’s profile on SEDAR+ at www.sedarplus.ca . To obtain a copy of the report, please contact Pascal Hamelin, president and CEO of Abcourt, at (819) 768-2857 or phamelin@abcourt.com.
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”, “could”, “would”, “could”, “will be taken”, “occur”, “be 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, are based on Abcourt’s estimates and are subject to known and unknown risks, uncertainties and other factors that may 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 Abcourt’s public filings, 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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