NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Rouyn-Noranda, Canada, May 31, 2024 – Abcourt Mines Inc. (“Abcourt” or the “Corporation”) (TSX Venture: ABI) (OTCQB: ABMBF) announces that it has completed a fourth closing of the non-brokered private placement announced on March 12, 2024 (the “Private Placement”), for additional gross proceeds of $1,060,000, representing 21,200,000 units of the Corporation (the “Units”), at a price of $0.05 per Unit. Each Unit consists of one common share of the Corporation (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles its holder to subscribe for one Common Share at a price of $0.06 for a period of 36 months.
To date, Abcourt has issued a total of 75,883,000 Units for aggregate gross proceeds of $3,794,150 under the Private Placement. The Coporation expects to close a final tranche of the Private Placement on or before June 27, 2024.
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 closing of this fourth tranche constitutes a “related party transaction” within the meaning of Multilateral Instrument 61–101 – Protection of Minority Security Holders in Special Transactions (“MI 61–101”) as a result of the purchase of 18,000,000 additional Units by SARL MF, an affiliate of François Mestrallet, a “related party” of the Corporation. 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 are 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 Private Placement 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.
About Abcourt Mines Inc.
Abcourt Mines Inc. is 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.
For further information, please visit our website at www.abcourt.ca and consult our filings under Abcourt’s profile on www.sedarplus.ca, or contact:
Pascal Hamelin
President and CEO
T: (819) 768-2857
E: phamelin@abcourt.com
Dany Cenac Robert, Investor Relations
Reseau ProMarket Inc.,
T: (514) 722-2276, ext. 456
E: dany.cenac-robert@reseaupromarket.com
Cautionary Statement on Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Such forward-looking information includes, but is not limited to, statements concerning the Corporation’s expectations with respect to the completion of the Private Placement on the terms set out above; the use of the available funds following completion of the Private Placement; and expectations with respect to other activities, events or developments that the Corporation expects or anticipates will or may occur in the future. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, delays in obtaining or failures to obtain required approvals; uncertainties relating to the availability and costs of financing needed in the future; changes in equity markets; inflation; fluctuations in commodity prices; delays in the development of projects; other risks involved in the mineral exploration and development industry; and those risks set out in the Corporation’s public documents filed on SEDAR+ at www.sedarplus.ca. Although the Corporation believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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 news release.