NOT FOR DISTRIBUTION TO US NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES.
Rouyn, Quebec, October 14, 2025 (Global Newswire) – Abcourt Mines Inc. (“Absud” or “Corporation“) (TSX Venture: ABI) (OTCQB: ABMBF) is pleased to announce that we have entered into an agreement with Red Cloud Securities Inc. (“News Agent“) act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, “Agents“), in connection with a private placement mediated by “best efforts” (“For sale Offer“) for aggregate gross proceeds of up to $8,500,000 from the sale of (i) up to 41,666,666 pass-through units of the Corporation to be sold to charitable purchasers (each, “FT Charity Division“) at a price of $0.12 per Charity FT Unit and (ii) up to 41,176,471 Corporation Units (each “Unit“) at a price of US$0.085 per unit (“Unit price“).
Each Charity FT unit will consist of one common share of the Corporation (each “FT Share“) which will be issued as “flowing shares” within the meaning of subsection 66(15) Income Tax Law (Canada) (“Tax Law“) and one warrant to purchase a common share (each, “OrderEach warrant entitles the holder thereof to purchase one common share of the Corporation (each a “Share warrant» at a price of $0.12 per Warrant Share at any time on or before such date, which is 36 months after the Closing Date (as defined herein).
Each unit will consist of one common share of the Corporation (each “Unit share“) and one warrant, each warrant being exercisable by the holder to purchase a Warrant Share at a price of $0.12 for a period of 36 months after the Closing Date.
Charity FT Units and Units will be offered on a “best efforts” brokered private placement basis in the provinces of Alberta, British Columbia, Manitoba, Ontario, Saskatchewan and Quebec pursuant to the listed issuer's financing exemption under Part 5A of National Instrument 45-106: Exceptions from the prospectus as amended by Joint General Order 45-935 – Exemptions from certain conditions of a listed issuer's exemption from financing (“Exemption from financing of a listed issuerSecurities issued pursuant to the Listed Issuer Financing Exemption are expected to immediately become publicly traded under applicable Canadian securities laws if they are sold to purchasers located in Canada.
Agents will have the option, exercisable in whole or in part, no later than 48 hours prior to the Closing Date, to sell up to $1,500,000 of additional Units at a unit price (“Option for agents“and together with market supply”Offer“).
The gross proceeds from the sale of Units will be used for working capital and general corporate purposes. The gross proceeds from the sale of the Charity FT units will be used for the exploration and promotion of the Flordin-Cartwright Corporation project located in the Abitibi greenstone belt in Quebec. The gross proceeds from the issuance and sale of FT Charitable Units will be used to defray exploration expenses in Canada as defined in paragraph (f) of the definition of “exploration expenses in Canada” in subsection 66.1(6) of the Tax Act, and will qualify as “in-line mining expenses” as defined in subsection 127(9) of the Tax Act. taxes, which would qualify as “in-line mining expenses” as defined. in section 359.1 of the Quebec Tax Act (“Qualifying Expenses“), which will be incurred no later than December 31, 2026 and distributed to purchasers of Charity FT Units with an effective date no later than December 31, 2025 in an aggregate amount not less than the gross proceeds received from the issuance of Charity FT Units. In the event that the Corporation is unable to waive or incur 100% of the Qualifying Expenses, the Corporation will reimburse each purchaser of Charity FT Units of additional taxes payable by such purchaser as a result of the Corporation's failure to waive Qualifying Expenses in accordance with the agreement.
The closing of the Offering is expected to occur on or about October 31, 2025, or such other date as may be agreed upon by the Corporation and the Lead Agent (“Closing date“), and remains subject to certain conditions, including, without limitation, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
There is an offering document associated with the Offer that can be accessed on the Corporation's profile at www.sedarplus.ca and on the Corporation's website at www.abcourt.info. Prospective investors should read this offering document before making an investment decision.
The securities offered have not been and will not be registered under the United States 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 United States persons, absent registration or an exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor is there any sale of the securities in any state of the United States in which such offer, solicitation or sale would be unlawful.
About Abcourt Mines Inc.
Abcourt Mines Inc. is a Canadian development company with properties strategically located in northwestern Quebec, Canada. Abcourt owns the Sleeping Giant mine and processing plant, where it focuses its development activities.
For more information about Abcourt Mines Inc. visit our website at: www.abcourt.ca and view our documents in the Abcourt profile at www.sedarplus.ca
FORWARD-LOOKING STATEMENTS
Certain information contained herein may constitute “forward-looking information” within the meaning of Canadian securities laws. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, “may”, “could”, “likely” or variations of such words or statements that certain actions, events or results “may”, “will”, “could”, “could”, “might”, “will be undertaken”, “will occur”, “will be undertaken”. achieved” or other similar expressions. Forward-looking statements, including the Corporation's management's expectations regarding the use of proceeds and the use of available funds following completion of the Offering; and the completion of the Offering and the date of such completion are based on Abcourt's estimates and are subject to known and unknown risks, uncertainties and other factors that may cause Abcourt's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Forward-looking statements are subject to business and economic factors, as well as uncertainties and other factors that could cause actual results to differ materially from these forward-looking statements, including the related assumptions and risk factors set forth in Abcourt's public filings available on SEDAR+ at www.sedarplus.ca. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although Abcourt believes that the assumptions and factors used in preparing forward-looking statements are reasonable, undue reliance should not be placed on these statements and forward-looking information. Except as required by applicable law, Abcourt disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
