Abcourt Mines Inc. (TSX-V: ABI) (OTCQB: ABMBF) is pleased to announce that it has closed its previously announced brokered private placement conducted by Red Cloud Securities Inc., as lead agent and sole bookrunner, for aggregate gross proceeds of $5,254,012.55 from the sale of the following:

• 12,943,500 units of the Company at a price of $0.055 per Unit for gross proceeds $711,892.50 from the sale of Units; and
• 69,878,770 common shares of the Company 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) (the “Québec Tax Act”) at a price of $0.065 per FT Share for gross proceeds of $4,542,120.05 from the sale of FT Shares.

Each Unit consists of one common share of the Company and one common share purchase warrant. Each Warrant entitles its holder to purchase one common share of the Company  at a price of $0.08 at any time on or before December 11, 2027.

The Company has elected to withdraw the Offering Document filed on November 4, 2024, and to not proceed with the offering of the units under the listed issuer financing exemption as set forth in Part 5A of National Instrument 45-106 – Prospectus Exemptions. The Units and FT Shares were offered on a private placement basis pursuant to the “accredited investor” exemption under NI 45-106. The Units were also sold in offshore jurisdictions on a private placement basis pursuant to applicable registration and prospectus exemptions.

All securities issued under the Offering are subject to a statutory hold period to purchasers resident in Canada ending on the date that is four months plus one day following the closing date of the Offering. The Offering remains subject to the final approval of the TSX Venture Exchange.

The Company intends to use the proceeds of the Offering for the exploration and advancement of the Company’s Flordin and Sleeping Giant gold projects, which are located in the Abitibi Greenstone Belt in Québec, as well as for working capital purposes and general corporate purposes.

In consideration of their services in connection with the Offering, the Agent received a cash commission in an aggregate amount of $265,235.25 and 4,085,236 non-transferable broker warrants. Each Broker Warrant entitles the Agent to purchase one Common Share at a price of $0.055 at any time on or before December 11, 2027.

The Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61–101 – Protection of Minority Security Holders in Special Transactions as a result of the purchase of an aggregate of 9,465,000 Units by directors of the Company. The Company 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 Company’s market capitalization (as determined in accordance with MI 61-101).

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.

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, where it focuses its development activities.