Abcourt Closes $10 Million Brokered Private Placement
For immediate release
TSX Venture Exchange: ABI. V
ABCOURT CLOSES $10 MILLION BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Rouyn-Noranda, Canada, October 31, 2025 – Abcourt Mines Inc. (“ Abcourt” or the “ Corporation”) (TSX
Venture: ABI) (OTCQB: ABMBF) is pleased to announce that it has closed its previously announced brokered
“best efforts” 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 through the sale of (i)
41,666,666 flow-through units of the Corporation sold to charitable 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 consist s of one class “B” share of the Corporation (each, a “FT Share”) and one class “B”
share purchase warrant (each, a “ Warrant”). Each Warrant entitles its holder to purchase one class “B” share of
the Corporation (each, a “Warrant Share”) at a price of $0.12 per Warrant Share until October 31, 2028. Each CFT
Share and Warrant comprising the Charity FT Unit qualif ies as a “flow -through share” within the meaning of
subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and section 359.1 of the Taxation Act (Québec)
(the “Québec Tax Act”).
Each Unit consist s of one class “B” share of the Corporation (each, a “Unit Share”) and one Warrant, with each
Warrant exercisable by the holder to acquire a Warrant Share at a price of $0.12 until October 31, 2028.
The Corporation expects to use the net proceeds from the sale of Units for working capital and general corporate
purposes. The gross proceeds from the sale of the Charity FT Units will be used for the exploration and
advancement of the Corporation’s Flordin-Cartwright project, located in the Abitibi Greenstone Belt in Québec. The
gross proceeds from the issue 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 expense” in subsection 66.1(6) of the Tax Act
and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Tax Act that will qualify
as “flow -through mining expenditures” as defined in section 359.1 of the Québec Tax Act (the “ Qualifying
Expenditures”), which will be incurred on or before December 31, 2026 and renounced 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 raised from the issue of the Charity FT Units. In the event that the Corporation is unable to renounce or
incur 100% of the Qualifying Expenditures, 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 fail ure to renounce the Qualifying
Expenditures as agreed.
In consideration for its services, the Agent received a cash commission of $450,000.49 and 4,264,711 non-
transferable warrants (the “Agent Warrants”). Each Agent Warrant entitles its holder to purchase one of class “B”
share of the Corporation (a “Common Share”) at a price of $0.12 until October 31, 2028. The Agent Warrants are
subject to a hold period in Canada expiring 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 Blanket Order 45 -935 – Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption (the “ Listed Issuer Financing Exemption”). The Charity FT
Units and Units offered under the Listed Issuer Financing Exemption are not subject to resale restrictions pursuant
to applicable Canadian securities laws. The Offering is subject to the final approval of the T SX Venture Exchange.
There is an offering document related to the Offering that can be accessed under the Corporation’s profile at
www.sedarplus.ca and on the Corporation’s website at www.abcourt.info. Prospective investors should read this
offering document before making an investment decision.
The securities offered have not been, nor will they be, registered under the U.S. 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 U.S. persons, absent registration or an exemption from such registration requirements.
This news release does 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 for 24,705,880 Units under the Offering, for an
amount of $2,099,999.80, which resulted in an approximate 2.14% increase in his beneficial ownership on a partially
diluted basis (assuming exercise of convertible securities held by Mr. Mokaddem).
Prior to the Offering, Mr. Mokaddem beneficially 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 beneficially 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 in the future acquire additional securities of
the Corporation or sell securities of the Corporation, 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 Corporation, 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 in respect
of related party participation 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
Corporation's market capitalization (as determined under MI 61-101). The Corporation did not file a material change
report in respect of this transaction at least 21 days before the anticipated closing of the Offering, as details of such
transaction were unknown at such time.
A copy of the early warning report with respect to 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 [email protected].
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 mill, where it focuses its development activities .
For more information about Abcourt Mines Inc., please visit our website at www.abcourt.ca and view our filings
under Abcourt's profile on www.sedarplus.ca
Pascal Hamelin Dany Cenac Robert, Investor Relations
President and CEO Reseau ProMarket Inc.
T : (819) 768-2857 T : (514) 722-2276, poste 456
Email: [email protected] Email : [email protected]
FORWARD-LOOKING STATEMENTS
Certain information contained herein may constitute “forward- looking information” under Canadian securities
legislation. Generally, forward- looking information can be identified using forward- looking terminology such as
“plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, “could”, “might”, “likely” or variations of
such words, or statements that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “will be
taken”, “occur”, “be achieved” or other similar expressions. Forward- looking statements, including the
expectations of the Corporation’s management regarding the use of proceeds and the use of the available funds
following 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 the actual results, level of activity, performance or
achievements of Abcourt to be materially different from those expressed or im plied by such forward- looking
statements or forward- looking information. Forward- looking statements are subject to business and economic
factors and uncertainties and other factors, that could cause actual results to differ materially from these forward-
looking statements, including the relevant assumptions and risks factors set out in 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
where 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.