Abcourt Mines Inc. (TSX-V: ABI) announces that it has completed a first closing of the non-brokered private placement announced on August 31, 2023, for gross proceeds of $1,582,750, representing 39,568,750 Units of the Corporation at a price of $0.04 per Unit. Each Unit consists of one common share of the Corporation and one common share purchase warrant.Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.05 for a period of 36 months following the closing date of the Offering.

A cash commission of $1,800 and warrants to acquire 45,000 units at a price of $0.05 per unit are payable to Red Cloud Securities Inc., as finder’s fees, for subscriptions sourced by the Finder. Each Finder Unit is comprised of one Common Share at a price of $0.05 and one Warrant, each Warrant giving the right to purchase one Common Share at a price of $0.05 for a period of 36 months following the closing date of the Offering.

It is expected that the net proceeds from the Offering will be used in a proportion of 60% to advance activities for development and exploration at the Sleeping Giant Gold Project in the Abitibi Greenstone belt of Quebec and 40% for working capital and general corporate purposes.

All securities issued in connection with the Offering are subject to a restricted period ending on the date that is four months plus one day following the date of their issuance, expiring on January 7, 2024, in accordance with Canadian securities laws and policies of the TSX Venture Exchange. The Offering is subject to final approval of the Exchange.

Insiders of the Corporation subscribed a total of 25,247,500 Units under the Offering, representing total gross proceeds of $1,009,900, which constitutes a “related party transaction” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions. The directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Units issued nor the fair market value of the consideration paid exceed 25% of the Corporation’s market capitalization. The Corporation did not file a material change report in respect of this related party transaction 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related parties in the Offering were not confirmed. The following related parties to Abcourt have participated in the Offering as follows:

• Francois Mestrallet, Director, through SARL MF, a private company controlled by François Mestrallet, has purchased 25,000,000 Units for an amount of $1,000,000. After the first closing of the Offering and before the exercise of the warrants included in the Units, François Mestrallet will hold or exercise control, directly or indirectly, over approximately 19.1% of the Corporation’s issued and outstanding Common Shares; and
• Pascal Hameln, Director, has purchased 247,500 Units for an amount of $9,900. After the first closing of the Offering and before the exercise of the warrants included in the Units, Pascal Hamelin will hold or exercise control, directly or indirectly, over less than 1% of the Corporation’s issued and outstanding Common Shares.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

ABOUT ABCOURT MINES INC.

Abcourt Mines Inc. is 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.