Abcourt Mines Enhances Capital Structure: Successful Warrant Executions and Core Executive Lock-Up Agreements Secured
For immediate release
TSX-V : ABI | OTCQB : ABMBF
Abcourt Mines Enhances Capital Structure: Successful Warrant Executions and Core
Executive Lock-Up Agreements Secured
Rouyn-Noranda, Canada, September 17, 2026 – Abcourt Mines Inc. ("Abcourt" or the
"Company") (TSX Venture: ABI) (OTCQB: ABMBF) is pleased to announce a major update
regarding the optimization of its capital structure. Following the massive conversion of its
warrants expiring in September, the Company also confirms the execution of a highly stringent
lock-up agreement binding its key executives for the benefit of Glencore AG.
Key Highlights:
• Successful Warrant Conversions: Nearly all warrants expiring in September have
been exercised, including 100% of those held by Company insiders. The remaining
balance of warrants maturing in 2026 now stands at less than 21 million units. The
exercise of these warrants added $3,290,485.00 to the treasury in 2026.
• Immediate Removal of ~32% of Shares from the Public Float: Key executives have
frozen 100% of their current controlling shares.
• Dilution Protection: An automatic lock-up provision is in place for approximately 100
million additional convertible securities held by management in the event of future
exercise.
• Strengthened Support for Glencore Debt: This commitment aligns directly with the
senior secured debt, which has been increased to US$40,000,000.
A Significant Strategic Alignment Commitment
Following the closing of the US$10,000,000 increase in debenture financing announced on
September 2, 2026, Abcourt’s directors and senior management team are formalizing their
long-term vision and confidence in the success of the flagship Sleeping Giant and Flordin
projects.
Key Terms of the Lock-Up Agreement
The agreement executed by key executives (Noureddine Mokaddem, Pascal Hamelin,
François Mestrallet, and Alain Lévesque) establishes institutional-grade retention terms while
providing standard flexibility mechanisms:
• Capital and Future Securities Freeze: Lock-up of approximately 32% of the
outstanding share capital. Restrictions apply to all securities currently held or
subsequently acquired (including shares resulting from the future exercise of options or
warrants), whether held directly or indirectly by the executive or members of their
immediate family.
• Trading Restrictions (Subject to Consent): Unless prior written consent is obtained
from Glencore (which shall not be unreasonably withheld), it is prohibited to sell,
transfer, lend, pledge, assign, enter into short sales, or use any derivative, swap, or
hedging strategy intended to transfer the economic risk associated with the securities.
• Specific Permitted Exceptions: Lock-up restrictions do not apply to the following
circumstances:
o Death of the Executive: The legal transfer of securities to the estate and
subsequent dispositions by the estate are fully authorized.
o Family and Corporate Planning: Transfers to immediate family members,
holding companies, or family trusts controlled by the executive are permitted,
provided that the transferee signs an identical lock-up commitment.
o Settlement of Tax Obligations: The sale of the minimum number of shares
required to fund tax liabilities arising from the exercise of options or warrants is
permitted within 30 days of the exercise, subject to providing detailed written
notice to Glencore.
o Change of Control (Takeover Bid): Securities may be tendered to a bona fide
takeover bid or a merger targeting all shareholders (the lock-up is reinstated if
the transaction is not completed).
• Duration Linked to Debt Repayment: The lock-up remains in effect until the later of:
o The 2nd anniversary of the amending agreement with Glencore;
o 10 days after the full cash repayment of at least 75% of the US$40,000,000 debt
principal (including interest). In the event of a financial default under the
debenture, the lock-up is automatically extended.
• Rigorous Control and Enforcement: Abcourt’s official transfer agent has received
strict legal instructions to apply restrictive legends (stop-transfer orders) and to reject
any unauthorized transactions.
Pascal Hamelin, President and Chief Executive Officer of Abcourt, stated:
"This lock-up agreement and the full exercise of our warrants demonstrate the absolute, long-
term commitment of the entire management team to the success of the Sleeping Giant and
Flordin projects. By freezing the securities of key individuals until the project's ultimate
success, we ensure maximum staff retention and motivation. For our shareholders, this
provides a major guarantee of stability: by immediately locking up nearly one-third of our
outstanding shares and all of our convertible securities until our financial partnership with
Glencore is repaid, we strengthen our capital structure and 100% align our personal interests
with value creation at Abcourt Mines."
About Abcourt Mines Inc.
Abcourt Mines Inc. is a Canadian gold development company with properties strategically
located in northwestern Quebec, Canada. Abcourt owns the Sleeping Giant mine and mill and
the Flordin property, where it focuses its activities.
For further information about Abcourt Mines Inc., please visit our website at www.abcourt.ca
and the documents filed under our profile on the SEDAR+ website at www.sedarplus.ca
Pascal Hamelin Dany Cenac Robert
President and CEO VP Communication and Corporate Development
T : (819) 768-2857 T : (514) 722-2276, poste 456
Email : [email protected] Email : [email protected]
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", "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 "could",
"should" occur, "will occur", or "will be achieved", or other similar expressions. Forward-looking
statements 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 implied by such
forward-looking statements or forward- looking information. Forward- looking statements are
subject to business and economic factors and uncertainties, as well as 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 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. 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 these statements. Unless required by applicable securities laws,
Abcourt disclaims any intention or obligation to update or revise any of these 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 press release.