Abcourt Announces a Non-Brokered Private Placement for up to $5.0 Million Resulting in the Creation of a Control Person - Seite 2

Creation of a Control Person

François Mestrallet, a director of the Corporation, wishes to participate in the Private Placement to support the short and medium term growth of Abcourt and offered to purchase 20,000,000 Units, representing an investment of $1,000,000.

François Mestrallet currently directly and indirectly holds 89,334,000 Common Shares, 19,600,000 warrants to purchase Common Shares and 1,500,000 options to purchase Common Shares. Following the closing of the Private Placement, it is expected that he will hold, directly and indirectly, 109,334,000 Common Shares, 39,600,000 warrants to purchase Common Shares and 1,500,000 options to purchase Common Shares, which will be equal to approximately 18.4% of the issued and outstanding Common Shares on a non-diluted basis (25.1% on a partially diluted basis).

Under the policies of the TSXV, a "Control Person" is defined as any person that holds or is one of a combination of persons that hold a sufficient number of any of the securities of a corporation so as to affect materially the control of the corporation, or that holds more than 20% of the outstanding voting shares of a corporation except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

Pursuant to the policies of the TSXV, if a transaction will result in the creation of a new Control Person, the TSXV requires the Corporation to obtain shareholder approval of the transaction on a disinterested basis, excluding any shares held by the proposed new Control Person and its associates and affiliates.

Approval for the creation of a new Control Person pursuant to the Private Placement will be sought at a special meeting of the shareholders of the Corporation (the “Special Meeting”) to be held on April 30, 2024.

Shareholders of the Corporation will be asked at the Special Meeting to consider and, if thought fit, to pass a resolution (the “Control Person Resolution”) approving the creation of a Control Person. The Board recommends that shareholders vote in favour of the Control Person Resolution.

Additional information regarding the Private Placement and the Control Person Resolution will be provided in the management information circular to be prepared in respect of the Special Meeting. The management information circular will be filed under the Corporation’s profile on SEDAR+ (www.sedarplus.ca) at the time that it is mailed to shareholders.