Joint News Release Abcourt to Acquire Pershimex Resources Corporation IN All Securities Transaction
PR
JOINT NEWS RELEASE
ABCOURT TO ACQUIRE PERSHIMEX RESOURCES CORPORATION
IN ALL SECURITIES TRANSACTION
Rouyn-Noranda and Val-d’Or, Canada, November 21, 2022 – Abcourt Mines Inc. (“Abcourt”
or the “Corporation”) (TSX-V: ABI) and Pershimex Resources Corporation (TSX-V: PRO)
(“Pershimex”) are pleased to announce that they have entered into a definitiv e Amalgamation
agreement on November 18, 2022 (the “ Merger Agreement”), pursuant to which Abcourt has
agreed to acquire all of the issued and outstanding common shar es of Pershimex (the
“Pershimex Shares ”) to create one of the largest property portfolios amongst gol d explorers
across major gold districts in Québec and massive diversified e merging gold producer and
explorer in Québec (the “ Transaction”). The Transaction is being carried out by way of a three-
cornered amalgamation (the “Amalgamation”) under the Canada Business Corporations Act.
As part of the Transaction, Abcourt intends to complete a share consolidation on the basis of
seven for one ( 7:1) common shares of Abcourt (“ Abcourt Shares”) (the “Consolidation”). The
proposed Consolidation will reduce the number of outstanding Abcourt Shares from 348,814,130
to 49,830,590. In addition, Abcourt intends to change its name to “Infinitas Gold inc. / Infinitas Or
inc.” and its trading symbol to “IN” (the “Name Change”).
The Consolidation and Name Change are subject to the TSX Ventur e Exchange’s (“ TSX-V”)
approval and Abcourt shareholders’ approval. Abcourt shareholde rs will be asked to vote on
resolutions approving the Consolidation and Name Change at the upcoming annual and special
shareholders meeting to be held on December 20, 2022.
Under the terms of the Merger Agreement, Pershimex shareholders will receive 0.0816 of an
Abcourt Share (post-Consolidation) for each Pershimex Share (th e “ Exchange Ratio ”). The
Exchange Ratio implies a consideration of C$0.0289 per Pershimex Share, based on the 60-day
volume weighted average price (“ VWAP”) of the Abcourt Shares on the TSX-V on October 3,
2022. The Exchange Ratio represents a premium of 9.1% based on the 60-day VWAP of the
Pershimex Shares ending on October 3, 2022. Outstanding Pershimex warrants and options will
be exercisable in accordance with their terms into Abcourt Shares, subject to the Exchange Ratio
and Consolidation, until their expiry date, the whole resulting in the issuance of up to
approximately 11,327,777 Abcourt Shares (post-Consolidation).
Pascal Hamelin, Chairman and CEO of Abcourt, also serves as a director of Pershimex.
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Pascal Hamelin, President and CEO of Abcourt stated: “We are very pleased to see the Board of
Pershimex support the Transaction. We have an opportunity to b ecome a large land holder of
gold properties, many gold exploration projects and an advanced development gold project with
the Sleeping Giant Mine and Mill. These are the right ingredie nts to become a significant gold
company in the Abitibi camp.”
Robert Gagnon, President and CEO of Pershimex stated: “With thi s major Transaction to come,
our company will move to another level, from a modest explorer we will soon become a gold
producer established in Abitibi with two gold mines, an ore processing plant and one of the largest
claim portfolios in Abitibi. The work done by our team to carry out such an undertaking is
noteworthy, and we can be proud of it.”
Transaction Highlights
The Transaction is designed to create value for shareholders of both companies and our vision
to create a larger and more diversified emerging gold producer and explorer in Québec. The
Transaction provides a compelling investment proposition that we believe will result in significant
share price appreciation for the shareholders of the combined Abcourt-Pershimex (“Infinitas”).
• Infinitas will hold ~510 km 2 of strategic landholdings in major gold districts in central
Québec (3 rd largest landholdings amongst gold explorers/developers in the regions
surrounding Rouyn-Noranda, Amos, Val-d’Or and Label-sur-Quevillon in Québec).
• A diversified project portfolio in Québec that will best posit ion Infinitas in what we expect
to be a strong gold price environment over the medium-term:
o 2 underground gold mines that are currently on care-and-mainte nance and
awaiting restart following a revised mine plan (Sleeping Giant and Elder mines);
o an operating 750 tpd mill at the Sleeping Giant mine site;
o 14 early-to-advanced stage gold exploration projects hosting m any known
deposits; and
o a feasibility stage zinc-silver project (Abcourt-Barvue) and a nearby satellite
deposit (Vendome).
• Potential for substantial synergies from (i) mining and proces sing the 5,000-tonne bulk
sample at the historical Pershing-Manitou mine; (ii) consolidat ing and optimizing
exploration and development activities in the region; and (iii) corporate overhead costs.
• With a larger capital markets profile and increased marketing, Infinitas is expected to be
better positioned to attract institutional and high net worth i nvestors to raise the required
capital to accelerate the exploration and development of its key projects.
The Transaction will provide significant benefits to Pershimex shareholders:
• One of the largest property portfolios across major gold distr icts in Québec.
• Transition from a microcap Québec gold explorer to a high-grow th, emerging gold
producer.
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• Near-term upside from an improved mine plan following explorat ion at Abcourt’s Elder and
Sleeping Giant mines, which are expected to materially improve historical production and
operating costs.
• Larger capital markets profile that will better position the c ombined company to attract new
investments.
• Highly accretive on a resource basis, as Abcourt’s properties contain attributable current
and historical NI 43-101 compliant resources totaling 1.37M oz of gold, 23.8M oz of silver,
834M lbs of zinc and 13M lbs of copper.
• Synergies from combining talented technical teams and explorat ion activities in the region.
• Near-term upside from the potential monetization of Abcourt’s non-core assets.
• Abcourt is the better positioned company to maximize the value of the Pershing-Manitou
Project.
Terms of the Merger Agreement
The Transaction is a transaction being carried out by way of a three-cornered amalgamation
under the Canada Business Corporations Act pursuant to which Pershimex will amalgamate with
a newly incorporated wholly-owned subsidiary of Abcourt to beco me a wholly-owned subsidiary
of Abcourt. The Transaction will require approval by at least t wo-thirds of the votes cast by all
Pershimex shareholders at a special meeting of Pershimex shareholders to be held on December
20, 2022.
Some large Pershimex shareholders, together representing approx imately 21.52% of the
Pershimex Shares, are supportive of the Transaction and have en tered into voting support
agreements with Abcourt to vote their Pershimex Shares in favour of the Transaction.
In addition to the Pershimex shareholders approval, the Transac tion is subject to applicable
regulatory approvals and the satisfaction of other closing cond itions customary of this nature,
including the approval of the TSX-V.
Pursuant to the Transaction, Abcourt will issue approximately 1 1,327,777 new Abcourt Shares
(post-Consolidation) and up to approximately 2,210,194 addition al Abcourt Shares (post-
Consolidation) assuming the exercise of all Pershimex options a nd warrants. The Transaction
represents approximately 18.52% dilution to Abcourt shareholder s (or approximately 21.36%
assuming the exercise of all Pershimex options and warrants).
Other closing conditions of the Transaction include the nominat ion of Loïc Bureau, a current
director of Pershimex, to the board of directors of Abcourt, the approval of the Consolidation and
Name Change by the Abcourt shareholders.
The Merger Agreement includes customary deal protection provisi ons, including mutual non-
solicitation provisions. which are subject to Pershimex’s right to consider and accept a superior
proposal subject to a matching right in favour of Abcourt. A re ciprocal termination fee in the
amount of C$250,000 will be paid, should the Transaction not be completed in certain
circumstances.
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Board of Directors Recommendation
The board of directors of Pershimex (the “ Pershimex Board”) has formed a special committee
(the “Special Committee”) to consider and evaluate the Transaction. The Special Commit tee,
following a review of the terms and conditions of the Merger Ag reement and consideration of a
number of factors, unanimously recommended that the Pershimex Board approve the Transaction
(see Pershimex Information Circular for more details). After receiving the recommendation of the
Special Committee and advice, including a fairness opinion, fro m its independent financial
advisors, the Pershimex Board has unanimously determined that t he Transaction is in the best
interests of Pershimex and the Pershimex Board will recommend t hat Pershimex shareholders
vote in favour of the Transaction. Prior to the execution of th e Merger Agreement, Laurentian
Bank Securities Inc. provided a fairness opinion that, based upon and subject to the assumptions,
limitations and qualifications in such opinion, the considerati on to be received by the Pershimex
shareholders is fair, from a financial point of view to Pershim ex shareholders. A summary of the
fairness opinion will also be included in the Pershimex information circular.
Pershimex Delisting and SEDAR
If the Transaction is completed, the Pershimex Shares will be delisted from the TSX-V.
A copy of the Merger Agreement will be available through Pershimex and Abcourt’ filings with the
applicable securities regulatory authorities in Canada on SEDAR at www.sedar.com.
Technical Information
The technical and scientific information in this press release is detailed and discussed in the
following technical reports :
- “ NI 43-101 Technical Report and Mineral Resource Estimate for the Pershing-Manitou
Project, Abitibi, Québec ” prepared by Kenneth Williamson, P.Geo, M.Sc. and Matthew
DeGasperis, P.Geo, B.Sc., filed on SEDAR on January 24, 2022 with an effective date of
September 7, 2021;
- “ Étude de faisabilité du projet Géant Dormant” prepared by Paul Bonneville, ing. from PRB
Mining Services Inc. filed on SEDAR on August 7, 2019 with an e ffective date of July 31,
2019;
- “ Update to the Technical Feasibility Report on the Abcourt-Barvue Deposit ”, prepared by
Paul Bonneville, ing. from PRB Mining Services Inc. and Florent B a r i l , P . E n g . f r o m
Bumigeme Inc., filed on SEDAR on May 1, 2019 with an effective date of January 15,
2019;
- “ Mise à jour des ressources minérales de la mine Elder et du secteur Tagami ”, prepared
by Jean-Pierre Bérubé, lng. and Renaud Hinse, Ing., filed on SEDAR on November 1,
2018 with an effective date of October 11, 2018;
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- “ Technical Report on the Scoping Study and Mineral Resource Estimate for the Discovery
Project”, prepared by Carl Pelletier, B.Sc., P.Geo. InnovExplo Inc., f iled on SEDAR on
November 19, 2008 with an effective date of August 1, 2008;
- “ 43-101 Technical Report and Resource Estimate on the Flordin Property ”, prepared by
Pierre-Luc Richard, B.Sc., P.Geo. and Carl Pelletier, B.Sc., P. Geo. from InnovExplo
Incfiled on SEDAR on August 26, 2011 with an effective date of August 24, 2011.
Such information has been reviewed and approved by Pascal Hamelin, who is a Qualified Person
as defined by NI 43-101. Mr. Hamelin is the president and CEO of Abcourt and a director of
Pershimex.
About Abcourt Mines Inc.
Abcourt Mines Inc. is a gold producer and a Canadian exploratio n corporation with strategically
located properties in northwestern Québec, Canada. Abcourt owns the Sleeping Giant mill and
mine where it concentrates its activities.
About Pershimex Resources Corporation
Pershimex Resources Corporation is a mining exploration and dev elopment corporation with
projects located primarily in the Abitibi region of Québec, Canada, focusing on the discovery and
development of high-grade gold deposits.
For more information:
Pascal Hamelin
President and CEO of Abcourt
T: (819) 768-2857
Dany Cenac Robert, Investor Relations
Reseau ProMarket Inc.
T: (514) 722-2276, post 456
Robert Gagnon
President and CEO of Pershimex
T.: (819) 825-2301
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Cautionary Note Regarding Forward-Looking Statements and Information
This press release contains forward-looking statements and forward-looking information
(collectively, "forward-looking statements") within the meaning of applicable securities laws. Such
forward-looking statements include, without lim itation, statements regarding the anticipated
benefits of the Transaction for the parties thereto and their shareholders, timing of the completion
of the Transaction, expected regulatory approvals, future results of operations, performance and
achievements of the parties to the Transaction and mineral resource estimates. Although each
party believes that such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct. Forward-looking statements are typically identified by
words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or
are those, which, by their nature, refer to future events. Each party cautions investors that any
forward-looking statements contained herein are not guarantees of future results or performance,
and that actual results may differ materially from those in forward-looking statements as a result
of various factors and risks, including, uncertainties with respect to obtaining all regulatory and/or
shareholder approvals to complete the Transaction, risks with respect to Pershimex being
integrated successfully in Abcourt’s business or such integration proving more difficult, time
consuming or costly than expected, risks of not realizing on the potential benefits of the proposed
Transaction, uncertainties relating to the COVID-19 pandemic, uncertainties of the global
economy, market fluctuations, any exercise of termination by counterparties under the Merger
Agreement, the inability of a party to obtain any necessary permits, consents or authorizations
required for its activities, to produce minerals from its properties successfully or profitably, to
continue its projected growth, to raise the necessa ry capital or to be fully able to implement its
business strategies, uncertainties inherent to mineral resource estimates and economic studies
and other risks identified it’s the disclosure documents filed by each party to the Transaction at
www.sedar.com. This press release is not and is not to be construed in any way as, an offer or
recommendation to buy or sell securities in Canada or in the United States.
Although the parties to the Transaction each believes the expectations expressed in such forward-
looking statements are based on reasonable assumptions, such statements are not guarantees
of future performance and actual events, results and/or developments may differ materially from
those in the forward-looking statements. Readers should not place undue reliance on the ’forward-
looking statements contained herein. No party to the Transaction undertakes to update any
forward-looking statement that may be made from time to time by the said party or on its behalf,
except in accordance with and as required by applicable securities laws.
Pershimex shareholders and other interested parties are advised to read the materials relating to
the proposed transaction that will be filed by Pershimex with s ecurities regulatory authorities
in Canada when they become available because they will contain important information. Anyone
may obtain copies of these documents when available free of cha rge at the Canadian Securities
Administrators' website at www.sedar.com. This announcement is for informational purposes
only and does not constitute an offer to purchase, a solicitati on of an offer to sell the shares or a
solicitation of a proxy.
NEITHER THE TSX-V NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.