Abcourt Closes $4.6 M Non-Brokered Private Placement
For immediate release
TSX Venture Exchange: ABI. V
ABCOURT CLOSES $4.6 M NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Rouyn-Noranda, Canada, May 6, 2025 – Abcourt Mines Inc. (“Abcourt” or the “Corporation ”) (TSX Venture:
ABI) (OTCQB: ABMBF) is pleased to announce that it has closed an additional tranche of its previously announced
non-brokered private placement, for additional gross proceeds of $4,613,004 (the “Private Placement”) from the
sale of the following:
• 8 5,620,000 units of the Corporation (the “Units”) at a price of $0.05 per Unit; and
• 5,533,400 common shares of the Corporation that qualify as “flow -through shares” within the meaning of
subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec) (each, a
“FT Share”) at a price of $0.06 per FT Share
In the aggregate, the Corporation has recently raised a total of $ 9,281,044 by way of private placement, including
$3,000,000 the context of a strategic investment made by Groupe Minier Technica (see Abcourt’s news release
dated March 3, 2025), and an amount of $1,668,040 in a previous tranche of the non- brokered placement (see
Abcourt’s news release dated April 3, 2025).
Each Unit consists of one common share of the Corporation (a “Common Share”) and one common share purchase
warrant (a “Warrant”). Each Warrant entitles the holder to purchase one Common Share at a price of $0.08 for a
period of 36 months following the closing date of the Private Placement (the “Closing Date”).
In the event that, during the period ranging between 12 months and 36 months following the Closing Date, the
volume-weighted average trading price of the Common Shares exceeds $0.12 per Common Share for any period
of 20 consecutive trading days, the Corporation may, at its option, following such 20- day period, accelerate the
expiry date of the Warrants by delivery of notice to the registered holders (an “ Acceleration Notice“) thereof and
issuing a press release (a “ Warrant Acceleration Press Release“), and, in such case, the expiry date of the
Warrants shall be deemed to be 5:00 p.m. (Montreal time) on the 30th day following the later of (i) the date on which
the Acceleration Notice is sent to Warrant holders, and (ii) the date of issuance of the Warrant Acceleration Press
Release.
The Corporation intends to use the net proceeds from the Private Placement to restart the Sleeping Giant mine and
mill, as well as for working capital and general corporate purposes.
The Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61–
101 - Protection of Minority Security Holders in Special Transactions (“MI 61–101”) as a result of the purchase of
an aggregate of 20,000,000 Units and 400,000 FT Shares by insiders of the Corporation. 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 Private
Placement 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 in accordance with MI 61-101).
All securities issued in connection with the Private Placement are subject to a restricted period ending on the date
that is four months plus one day following the date of their issuance.
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.
In connection with the Private Placement, the Corporation paid finders fees of $6,900.24 in cash and issued 128,004
finder warrants to arm’s length third parties who assisted the Corporation by introducing subscribers to the Private
Placement. These finder warrants, like the 1,535,040 warrants issued as consideration in connection with the
previous tranche of the private placement, are exercisable at a price of $0.05 for a period of 36 months. N ote that
the news release dated April 3, 2025, stated that in connection with the closing of the previous tranche, the
Corporation paid finder’s fees of '$1,051,20' in cash. However, the amount should have read '$1,051.20' .
The Private Placement remains subject to the final approval of the TSX Venture Exchange.
Early Warning Report
As part of the Private Placement, Abcourt issued 20,000,000 Units at a price of $0.05 per Unit for a total
consideration of $1,000,000 to SAS Metavet, an entity controlled by François Mestrallet, director of the Corporation.
Prior to the Private Placement, Mr. Mestrallet held, together with his associates and affiliates, 139,486,000 Shares,
87,100,000 warrants to purchase Shares and 1,500,000 stock options, which repr esented 15.50% of the
899,407,119 Shares then issued and outstanding on a non- diluted basis ( 22.98% assuming the exercise of the
convertible securities).
As of the date hereof, Mr. Mestrallet holds, together with his associates and affiliates, 159,486,000 Shares,
107,100,000 Warrants and 1,500,000 stock options, which represent 16.09% of the 990,560,519 Shares currently
issued and outstanding on a non-diluted basis (24.27% assuming the exercise of the convertible securities).
Mr. Mestrallet participated in the Private Placement to support the short and medium- term growth of the
Corporation. He intends to hold his securities for investment purposes and may, depending on certain
circumstances, including market conditions, increase or decrease his beneficial ownership of or control over the
Corporation's Shares, warrants or other securities.
The Form 62- 103F1 - Required Disclosure under the Early Warning Requirements associated with this news
release can be obtained from the Corporation'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
ABOUT ABCOURT MINES INC.
Abcourt Mines Inc. is a Canadian exploration company with properties strategically located in northwestern
Québec, Canada. Abcourt owns the Sleeping Giant mine and mill, as well as the Flordin property, 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 in this news release may constitute "forward-looking information" within the meaning
of Canadian securities legislation. Generally, forward -looking information can be identified by using forward-
looking terminology, such as "plans", "aims", "expects", "projects", "intends", "anticipates", "estimates", "could",
"should", "likely", or variations of such words and phrases or statements specifying that certain acts, events or
results "may", "should", "will" or "be achieved" or other similar expressions. Forward-looking statements, including
the expectation of the Corporation with respect to the use of proceeds raised under the Private Placement, 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, economic and 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.