Abcourt Announces a Non-Brokered Private Placement for up to $5.0 Million Resulting in the Creation of a Control Person

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

ROUYN-NORANDA, Quebec, March 12, 2024 (GLOBE NEWSWIRE) -- Abcourt Mines Inc. (“Abcourt” or the “Corporation”) (TSX Venture: ABI) is pleased to announce a non-brokered private placement of up to 100,000,000 units of the Corporation (“Units”) at a price of $0.05 per Unit for aggregate gross proceeds of up to $5,000,000 (the “Private Placement”) as a result of which François Mestrallet, a director of the Corporation, will become a Control Person of the Corporation (as such term is defined in the policies of the TSX Venture Exchange (the “TSXV”).

Details of the Private Placement

Each Unit will consist of one common share of the Corporation (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle its holder to purchase one Common Share at a price of $0.06 for a period of 36 months following the closing date of the Private Placement.

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

The Private Placement is expected to close on or about March 26, 2024 and remains subject to approval of the TSXV.

The Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61–101 - Protection of Minority Security Holders in Special Transactions (“MI 61–101”) since SARL FM, a corporation controlled by François Mestrallet, is a “related party” of the Corporation and will participate in the Private Placement. The Corporation has relied on 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 the Private Placement as the fair market value (as determined under MI 61-101) of the insider participation in the Private Placement is below 25% of the Corporation 's market capitalization (as determined in accordance with MI 61-101).

All securities issued in connection with the Private Placement will be subject to a restricted period ending on the date that is four months plus one day following the date of their issuance.

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.