Abcourt Closes a First Tranche of the Private Placement of Units Previously Announced, for an Amount of $1,436,234 - Seite 2

A second closing of the Offering is expected to take place on May 1, 2024, whereby associates and affiliates of François Mestrallet intend to purchase 7,648,312 additional Units, subject to receiving disinterested shareholders approval for the creation of a Control Person (as such term is defined under the policies of the TSXV). An amount of $382,415 representing the subscription price of these 7,648,312 additional Units was transferred by associates and affiliates of François Mestrallet to the Corporation to be held in escrow pending shareholder approval and closing of the second tranche of the Offering.

Following the second closing of the Offering, François Mestrallet will hold, together with his associates and affiliates, 112,349,000 Common Shares, 52,900,000 warrants to purchase Common Shares and 1,500,000 options to purchase Common Shares which, assuming a total Offering of 36,373,000 Units, will represent 21.15% of the 531,151,759 issued and outstanding Common Shares on a non-diluted basis (28.48% assuming the exercise of the convertible securities). As a result, François Mestrallet will become a Control Person of the Corporation.

Unless and until disinterested shareholders have approved the creation of a Control Person, no Warrant issued under the Offering to François Mestrallet, his associates and affiliates may be exercised if, as a result of the exercise of such Warrant, François Mestrallet, together with any person(s) or company(ies) acting jointly or in concert with him, would in the aggregate beneficially own, or exercise control or direction over, 19.9% or more of the total issued and outstanding Common Shares, calculated on a partially diluted basis, immediately after giving effect to such exercise.

Approval for the creation of a new Control Person pursuant to the Offering will be sought at a special meeting of the shareholders of the Corporation to be held on April 30, 2024. Please refer to the Corporation’s news release dated March 12, 2024 for further details.

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

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.