Abcourt enters into US$30 million senior debt financing and offtake agreement with Glencore

Abcourt Mines Inc. (“Abcourt” or the “Corporation”) (TSX Venture: ABI) (OTCQB: ABMBF) is pleased to announce that today (the “Closing Date”) it has completed its previously announced transaction with Glencore AG (“Glencore”) consisting of a senior secured bond with a principal amount of up to US$30 million (the “Bond”) and various accompanying agreements, including an offtake agreement for all of the Corporation’s Sleeping Giant products. mine (collectively, the “Transaction”). The transaction was previously announced on December 22, 2025.

A first tranche of $18.125 million was made available to Abcourt by Glencore. A second tranche of up to $11.875 million can be drawn in December 2026 or January 2027 at the company’s option.

Concurrently with the bond, Abcourt and Glencore have entered into an offtake agreement under which Glencore will purchase 100% of the gold (Au) and silver (Ag) dore production from the Sleeping Giant mine for a minimum term of six years (the “Decrease“).

Abcourt and Glencore also entered into agreements under which Glencore granted certain offtake and financing rights of the Flordin-Cartwright project and other Abcourt properties.

Pascal Hamelin, President and CEO of Abcourt, said: “We are very pleased to enter into this partnership with such a major player in our sector. Not only can Glencore help us with their knowledge and expertise in many areas, but they can also help us realize the full potential of many of our major assets by making the most of their current processing activities. They have the resources to help us start the Flordin project much faster and advance our base metal projects such as Barvue or Aldermac. Having a partner with financial resources dedicated to the right to participate in all our subsequent financing packages, secures the future of our company and brings predictability to our shareholders.”

Glencore’s Toby Spittle commented: “We are pleased to be working with Abcourt on Sleeping Giant and look forward to supporting them in their work to bring further projects into production and additional key minerals to market.”

The Corporation intends to use the proceeds from the bond to (i) repay higher cost debt to reduce capital costs and enhance liquidity, (ii) finance exploration work and capital expenditures for the Sleeping Giant project (including work camp, hoist, tailings and related infrastructure), and (iii) provide additional working capital.

The bond matures on January 31, 2031 and bears interest until full repayment at a rate equal to the 1-month SOFR plus 2.5% per annum, payable monthly beginning March 1, 2027.

Pursuant to the terms of the bond, the Corporation has entered into security arrangements with Glencore to register a second-ranking security, subject to certain permitted liens, over the universality of the Corporation’s movable and immovable property, tangible and incorporeal, present and future, of whatever nature and wherever located, including real estate interests, mining rights, inventory and equipment.

Under the terms of an Investor Rights Agreement executed concurrently with the bond, Abcourt also granted Glencore the right to participate in future equity financings of the Corporation, on equivalent terms, the right to top up its interest in the event of other issuances of equity by the Corporation and certain other investor rights.

The Corporation has issued 68,905,000 non-transferable warrants (the “Warrants“) to Glencore on the Closing Date. Each Warrant is exercisable to acquire one ordinary share of the Company (a “Warrant share“) at an exercise price of C$0.15 for the first 36 months, and thereafter at an exercise price of C$0.20 per Warrant Share for the remainder of the 60-month term.

The Warrants remain subject to the final approval of the TSXV. The Warrants and any Warrant Shares issuable upon exercise thereof are subject to a statutory hold period in Canada expiring on May 31, 2026. These securities have not been and will not be registered under the US Securities Act or any state securities law 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.

Conversion of bonds

The Corporation is also pleased to announce that François Mestrallet, director of the Corporation, has elected to convert his $3,000,000 convertible debenture at a price of $0.05 per common share, for a total of 60,000,000 common shares. Before the conversion of his bond, Mr. Mestrallet, together with his employees and affiliates, owned 160,686,000 common shares, 107,100,000 warrants and 3,250,000 stock options, and the bond was convertible into up to 60,000,000 common shares of the Company, representing 14.20% of the total equity portfolio. 1,131,453,720 ordinary shares have subsequently been issued and outstanding, on a non-diluted basis (25.43% assuming the exercise of the convertible securities). As a result of the conversion, Mr. Mestrallet, together with his employees and affiliates, owns 220,686,000 common shares and 107,100,000 warrants and 3,250,000 stock options, representing 18.52% of the 1,191,453,720 common shares currently issued and outstanding, on a non-diluted basis (25.43% assuming exercise of the convertible securities).

Mr. Mestrallet intends to hold his securities of the Company for investment purposes and may, depending on certain circumstances, including market conditions, increase or decrease his beneficial ownership or control over the securities of the Company.

The form 62-103F1 – Required disclosure under early warning requirements associated with this press release can be obtained from the Company’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 gold development company with properties strategically located in northwestern Québec, Canada. Abcourt owns the Sleeping Giant Mine and Mill, as well as the Flordin estate, where it concentrates 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 in this press release may constitute “forward-looking information” within the meaning of Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “projects”, “intends”, “anticipates”, “estimates”, “could”, “should”, “likely”, or variations of such words and phrases or statements specifying that certain actions, events or results “may”, “should”, “will” or “be achieved” or other similar expressions. Forward-looking statements, including the company’s expectations regarding the availability, timing and terms of advances under the bond; the terms and duration of the proposed offtake arrangements; the expected use of the bond proceeds, including the repayment of existing debt; the Corporation’s ability to advance and expand drilling and development activities on the Flordin-Cartwright and Sleeping Giant properties; and the receipt of final approval from the TSXV, 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 information. Forward-looking statements are subject to business and economic 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, which are available on SEDAR+ at www.sedarplus.ca. There can be no assurance that these statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Although Abcourt believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on such statements. Except as required by applicable securities laws, Abcourt disclaims any intention or obligation to update or revise any such forward-looking statements or information, 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.