Abcourt Mines Inc. (TSX-V: ABI) (OTCQB: ABMBF) is pleased to announce that it has closed today its previously announced transaction with Glencore AG comprising a senior secured debenture in the principal amount of up to US$ 30 million and various accompanying agreements, including an offtake agreement on all products from the Corporation’s Sleeping Giant mine. The Transaction was previously announced on December 22, 2025.

A first tranche of US$18.125 million was made available to Abcourt by Glencore. A second tranche of up to US$11.875 million is available to be drawn at the Corporation’s option in December 2026 or January 2027.

Concurrently with the Debenture, Abcourt and Glencore entered into an offtake agreement whereby Glencore will purchase 100% of the gold and silver dore production from the Sleeping Giant mine for a minimum term of 6 years.

Abcourt and Glencore also entered into agreements granting Glencore certain offtake and financing rights from the Flordin-Cartwright project and other Abcourt Properties.

Pascal Hamelin, President and CEO of Abcourt, said: “We are extremely pleased to enter this partnership with such a major player in our industry. Not only can Glencore help us with their knowledge and expertise in many fields, but they can also help us realize the full potential of many of our great assets by leveraging their current processing operations. They have the means to help us start the Flordin project much faster and to advance our base metal projects like Barvue or Aldermac. Having a partner with financial resources that specially requested a right to participate on all our subsequent financing packages is securing the future of our company and bringing predictability to our shareholders.”

Toby Spittle of Glencore commented: “We are pleased to work with Abcourt on Sleeping Giant and look forwards to supporting them in their work to bring further projects into production and deliver additional critical minerals to market”.

The Corporation intends to use the proceeds of the Debenture to (i) repay higher‑cost debt in order to reduce its cost of capital and strengthen liquidity, (ii) fund exploration work and capital expenditures at its Sleeping Giant project (including worker camp, hoist, tailings and related infrastructure), and (iii) provide additional working capital.

The Debenture will mature on January 31, 2031 and bears interest until repayment in full at a rate equal to 1-Month SOFR plus 2.5% per annum, payable monthly starting on March 1, 2027.

In accordance with the terms of the Debenture, the Corporation entered into security arrangements with Glencore to register a second ranking security, subject to certain permitted liens, on the universality of the Corporation’s movable and immovable property, corporeal and incorporeal, present and future, of any nature whatsoever and wheresoever situated, including real property interests, mining rights, inventory and equipment.

Under the terms of an Investor Rights Agreement executed concurrently with the Debenture, Abcourt also granted Glencore the right to participate in any future equity financings of the Corporation, on equivalent terms, the right to top up its interest in the event of other equity security issuances of the Corporation and certain other investor rights.

The Corporation issued 68,905,000 non-transferable warrants to Glencore on the Closing Date. Each Warrant is exercisable to acquire one common share of the Corporation at an exercise price of C$0.15 during the first 36 months, and thereafter at an exercise price of C$0.20 per Warrant Share for the remainder of the 60-month term.

The Warrants remain subject to the final approval of the TSX-V. The Warrants and any Warrant Shares issuable upon exercise thereof are subject to a statutory hold period in Canada expiring on May 31, 2026. These securities 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.

Conversion of Debenture

The Corporation is also pleased to report that François Mestrallet, director of the Corporation elected to convert its convertible debenture in the amount of $3,000,000 at a price of $0.05 per common share for a total of 60,000,000 common shares. Prior to the conversion of his debenture, Mr. Mestrallet held, together with his associates and affiliates, 160,686,000 common shares, 107,100,000 warrants and 3,250,000 stock options and the debenture convertible into up to 60,000,000 common shares of the Corporation, which represented 14,20% of the 1,131,453,720 common shares then issued and outstanding, on a non-diluted basis (25,43% assuming the exercise of the convertible securities). As a result of the conversion, Mr. Mestrallet holds, together with his associates and affiliates, 220,686,000 common shares and 107,100,000 warrants and 3,250,000 stock options, which represent 18,52% of the 1,191,453,720 common shares currently issued and outstanding, on a non-diluted basis (25,43% assuming the exercise of the convertible securities).

Mr. Mestrallet intends to hold his securities of the Corporation for investment purposes and may, depending on certain circumstances, including market conditions, increase or decrease his beneficial ownership of or control over the Corporation’s securities.

The Form 62-103F1 – Required Disclosure under the Early Warning Requirements associated with this news release can be obtained from the Corporation’s profile on SEDAR+ at www.sedarplus.ca. To obtain a copy of the report, please contact Pascal Hamelin, President and CEO of Abcourt, at (819) 768-2857 or phamelin@abcourt.com.

ABOUT ABCOURT MINES INC.

Abcourt Mines Inc. is a Canadian gold development company with properties strategically located in northwestern Québec, Canada. Abcourt owns the Sleeping Giant Mine and Mill, as well as the Flordin property, where it focuses its development activities.

For more information about Abcourt Mines Inc., please visit our website at www.abcourt.ca and view our filings under Abcourt’s profile on www.sedarplus.ca.