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Abcourt To Acquire Pershimex Resources Corporation in All Securities Transact

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Abcourt To Acquire Pershimex Resources Corporation in All Securities Transact

 

 

 

 

 

Abcourt Mines Inc. (TSX-V: ABI) and Pershimex Resources Corporation (TSX-V: PRO) are pleased to announce that they have entered into a definitive Amalgamation agreement on November 18, 2022, pursuant to which Abcourt has agreed to acquire all of the issued and outstanding common shares of Pershimex to create one of the largest property portfolios amongst gold explorers across major gold districts in Québec and massive diversified emerging gold producer and explorer in Québec. The Transaction is being carried out by way of a three-cornered 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. 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 Consolidation and Name Change are subject to the TSX Venture Exchange’s approval and Abcourt shareholders’ approval. Abcourt shareholders 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. The Exchange Ratio implies a consideration of C$0.0289 per Pershimex Share, based on the 60-day volume weighted average price 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.

 

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 become 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 ingredients to become a significant gold company in the Abitibi camp.”

 

Robert Gagnon, President and CEO of Pershimex stated: “With this 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 km2 of strategic landholdings in major gold districts in central Québec (3rd 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 position Infinitas in what we expect to be a strong gold price environment over the medium-term:
    • 2 underground gold mines that are currently on care-and-maintenance and awaiting restart following a revised mine plan (Sleeping Giant and Elder mines);
    • an operating 750 tpd mill at the Sleeping Giant mine site;
    • 14 early-to-advanced stage gold exploration projects hosting many known deposits; and
    • a feasibility stage zinc-silver project (Abcourt-Barvue) and a nearby satellite deposit (Vendome).
  • Potential for substantial synergies from (i) mining and processing the 5,000-tonne bulk sample at the historical Pershing-Manitou mine; (ii) consolidating 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 investors 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 districts in Québec.
  • Transition from a microcap Québec gold explorer to a high-growth, emerging gold producer.
  • Near-term upside from an improved mine plan following exploration 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 combined 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 exploration 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 become a wholly-owned subsidiary of Abcourt. The Transaction will require approval by at least two-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 approximately 21.52% of the Pershimex Shares, are supportive of the Transaction and have entered into voting support agreements with Abcourt to vote their Pershimex Shares in favour of the Transaction.

 

In addition to the Pershimex shareholders approval, the Transaction is subject to applicable regulatory approvals and the satisfaction of other closing conditions customary of this nature, including the approval of the TSX-V.

 

Pursuant to the Transaction, Abcourt will issue approximately 11,327,777 new Abcourt Shares (post-Consolidation) and up to approximately 2,210,194 additional Abcourt Shares (post-Consolidation) assuming the exercise of all Pershimex options and warrants. The Transaction represents approximately 18.52% dilution to Abcourt shareholders (or approximately 21.36% assuming the exercise of all Pershimex options and warrants).

 

Other closing conditions of the Transaction include the nomination 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 provisions, 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 reciprocal termination fee in the amount of C$250,000 will be paid, should the Transaction not be completed in certain circumstances.

 

Board of Directors Recommendation

 

The board of directors of Pershimex”) has formed a special committee (to consider and evaluate the Transaction. The Special Committee, following a review of the terms and conditions of the Merger Agreement 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, from its independent financial advisors, the Pershimex Board has unanimously determined that the Transaction is in the best interests of Pershimex and the Pershimex Board will recommend that Pershimex shareholders vote in favour of the Transaction. Prior to the execution of the 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 consideration to be received by the Pershimex shareholders is fair, from a financial point of view to Pershimex 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 effective 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 Baril, P.Eng. from 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;
  • Technical Report on the Scoping Study and Mineral Resource Estimate for the Discovery Project”, prepared by Carl Pelletier, B.Sc., P.Geo. InnovExplo Inc., filed 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 Inc. filed 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 exploration 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 development corporation with projects located primarily in the Abitibi region of Québec, Canada, focusing on the discovery and development of high-grade gold deposits.

 

Posted November 22, 2022

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