Abcourt Announces a Private Placement FOR Gross Proceeds of up to $2.25 Million and Provides Update ON the Company’S Activities
For immediate release
TSX Venture: ABI.V
ABCOURT ANNOUNCES A PRIVATE PLACEMENT FOR
GROSS PROCEEDS OF UP TO $2.25 MILLION AND PROVIDES UPDATE ON THE
COMPANY’S ACTIVITIES
Rouyn-Noranda, Canada, July 5, 2022 – Abcourt Mines Inc. (“Abcourt” or the “Company”)
(TSX Venture: ABI) is pleased to announce a non-brokered private placement for gross proceeds
of up to C$2,250,000 (the “Offering”) from the sale of the following:
up to 15,384,615 units of the Company (each, a “Unit”) at a pr ice of C$0.065 per Unit for
gross proceeds of up to C$1,000,000 from the sale of Units; and
up to 15,625,000 flow-through units of the Company (each, a “F T Unit”, and collectively
with the Units, the “Offered Securities”) at a price of C$0.08 per FT Unit for gross proceeds
of up to C$1,250,000 from the sale of FT Units.
Each Unit will consist of one class B common share of the Compa ny (each a “Common Share”)
and one Common Share purchase warrant (each, a “Warrant”). Each FT Unit will consist of one
Common Share of the Company to be issued as a “flow-through share” within the meaning of the
Income Tax Act (Canada) (each, a “FT Share”) and one Warrant. E ach Warrant shall entitle the
holder to purchase one Common Share of the Company (each, a “Wa rrant Share”) at a price of
C$0.15 until no later than 36 months after the issue date of the Warrant.
A cash commission equal to 6.0% of the gross proceeds from the Offering and Warrants to acquire
that number of Units which is equal to 6.0% of the number of Of fered Securities will be payable
to Red Cloud Securities Inc. (the “Finder”), as finder’s fees a t closing of the Offering, for
subscriptions sourced by the Finder.
The net proceeds raised from the Offering will be used for the advancement of the Company’s
projects and for working capital purposes. Proceeds from the sa le of FT Shares will be used to
incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act
and "flow through mining expenditures" as defined in subsection 127(9) of the Income Tax Act
("Qualifying Expenditures"). Such proceeds will be renounced to the subscribers with an effective
date not later than December 31, 2022, in the aggregate amount of not less than the total amount
of gross proceeds raised from the issue of FT Shares.
The closing of the Offering is subject to certain conditions including, but not limited to, the receipt
of all necessary approvals including the approval of the TSX Venture Exchange. The Unit Shares,
FT Shares, Warrants and Warrant Shares will have a hold period of four months and one day
from their issue date.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the
Offered Securities, nor shall there be any sale of the Offered Securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. The Offered Securities being offered will not be, and have
not been, registered under the United States Securities Act of 1933, as amended, and may not
be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.
UPDATE ON THE ACQUISITION OF PERSHIMEX
On June 9, Abcourt entered into a non-binding letter of intent ("LOI") with Pershimex Resources
Corporation (Pershimex). Both companies are continuing their be st efforts and have agreed to
extend the date in order to finalize the merger agreement and o ther documents related to the
transaction. The parties agree to prepare and transmit the vari ous documents necessary for the
holding of a meeting of shareholders of Pershimex during the mo nth of September and thus
conclude the transaction no later than September 30, 2022. By m utual agreement, the period
Pershimex's exclusivity with Abcourt is also extended for the time necessary to establish the final
terms of the transaction.
UPDATE ON SLEEPING GIANT MINE
The Company is progressing on the start of Sleeping Giant Mine. Two key elements are:
First, a mineral resource update to include all the identified gold mineralization from the upper
levels since the last resource update in 2019. The company gave the mandate to the independent
consulting firm, Innov-Explo, based in Val-d’Or, Québec. The consultant is currently building the
digital 3D geology model which will be the basis to update the resource.
Secondly, the Company will seek permits to build a sleep camp facility near the mine site in order
to lodge, and attract employees from the entire region of Abitibi to build and operate the mine. In
the past, employees were commute by bus from the nearest city 8 0 km away. This former
business model would not work in this current labour market. C urrently, there is a small lodging
facility to accommodate a small workforce to advance the engineering and geology works.
The Company is working with all his stakeholders to advance this project and will provide update
to the investors as we advance it.
ABOUT ABCOURT MINES INC.
Abcourt Mines Inc. is a gold producer and a Canadian exploration corporation with strategically
located properties in northwestern Québec, Canada. Abcourt owns the Sleeping Giant mill and
mine where it concentrates its activities.
For more information about Abcourt Mines Inc., please visit our web site at www.abcourt.com
and consult our filings under Abcourt's profile on www.sedar.com.
Pascal Hamelin
President and CEO
T: (819) 768-2857
Dany Cenac Robert, Investor Relations
Reseau ProMarket Inc.,
T: (514) 722-2276, post 456
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained herein may constitute “forward-lo oking information” or “forward-looking
statements” under Canadian securities legislation. Generally, forward-looking information can be identified
by words such as "pro forma", "p lans", "expects", "may", "shoul d", "could", "will", "budget", "scheduled",
"estimates", "forecasts", "intend s", "anticipates", "believes", or variations including negative variations
thereof of such words and phrases that refer to certain actions , events or results that may, occur or be
taken or achieved. Such forward-looking statements, including but not limited to statements relating to: the
ability of the Parties to satisfy the conditions precedent to t he Transaction; the anticipated closing, timing,
benefits and effects of the Transaction; and expected developme nt and operations, involve risks,
uncertainties and other factors which may cause the actual resu lts to be materially different from those
expressed or implied by such forw ard-looking statements or forw ard-looking information. Such factors
include, among others, the terms of the Amalgamation Agreement including the exercise of any termination
rights, the inability of the Parties to satisfy or waive in a t imely manner the conditions to the closing of the
Transaction, the inability of the Corporation to realize the be nefits of the Transaction, the risks related to
the exploration, development and mining operations; the impacts of macroeconomic developments as well
as the impact of the COVID-19 pandemic; and any material adverse effect on the business, properties and
assets of the Corporation. There can be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from t hose anticipated in such statements.
Accordingly, readers should not place undue reliance on forward -looking statements and forward-looking
information. The Corporation will not update any forward-looking statements or forward-looking information
that are incorporated by reference herein, except as required by applicable securities laws.
The TSX Venture Exchange and its regulatory service provider (as defined in the policies of the TSX Venture Exchange)
assume no responsibility for the adequacy or accuracy of this press release.