ABCOURT ANNOUNCES A PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO $2.25 MILLION AND PROVIDES UPDATE ON THE COMPANY’S ACTIVITIES

Rouyn-Noranda, Canada, July 5, 2022 – Abcourt Mines Inc. (“Abcourt” or the “Company”) (TSX Venture: ABI) is pleased to announce a non-brokered private placement for gross proceeds of up to C$2,250,000 (the “Offering”) from the sale of the following:

up to 15,384,615 units of the Company (each, a “Unit”) at a price of C$0.065 per Unit for gross proceeds of up to C$1,000,000 from the sale of Units; and

up to 15,625,000 flow-through units of the Company (each, a “FT Unit”, and collectively with the Units, the “Offered Securities”) at a price of C$0.08 per FT Unit for gross proceeds of up to C$1,250,000 from the sale of FT Units.

 

Each Unit will consist of one class B common share of the Company (each a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each FT Unit will consist of one Common Share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one Warrant. Each Warrant shall entitle the holder to purchase one Common Share of the Company (each, a “Warrant Share”) at a price of C$0.15 until no later than 36 months after the issue date of the Warrant.

 

A cash commission equal to 6.0% of the gross proceeds from the Offering and Warrants to acquire that number of Units which is equal to 6.0% of the number of Offered Securities will be payable to Red Cloud Securities Inc. (the “Finder”), as finder’s fees at closing of the Offering, for subscriptions sourced by the Finder.

 

The net proceeds raised from the Offering will be used for the advancement of the Company’s projects and for working capital purposes. Proceeds from the sale of FT Shares will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income Tax Act and “flow through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (“Qualifying Expenditures”). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2022, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.

 

The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Unit Shares, FT Shares, Warrants and Warrant Shares will have a hold period of four months and one day from their issue date.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Offered Securities, nor shall there be any sale of the Offered Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offered Securities being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.

 

 

UPDATE on the acquisition of Pershimex

 

On June 9, Abcourt entered into a non-binding letter of intent (“LOI”) with Pershimex Resources Corporation (Pershimex). Both companies are continuing their best efforts and have agreed to extend the date in order to finalize the merger agreement and other documents related to the transaction. The parties agree to prepare and transmit the various documents necessary for the holding of a meeting of shareholders of Pershimex during the month of September and thus conclude the transaction no later than September 30, 2022. By mutual agreement, the period Pershimex’s exclusivity with Abcourt is also extended for the time necessary to establish the final terms of the transaction.

 

 

UPDATE on Sleeping giant mine

 

The Company is progressing on the start of Sleeping Giant Mine.  Two key elements are:

 

First, a mineral resource update to include all the identified gold mineralization from the upper levels since the last resource update in 2019.  The company gave the mandate to the independent consulting firm, Innov-Explo, based in Val-d’Or, Québec.  The consultant is currently building the digital 3D geology model which will be the basis to update the resource.

 

Secondly, the Company will seek permits to build a sleep camp facility near the mine site in order to lodge, and attract employees from the entire region of Abitibi to build and operate the mine.  In the past, employees were commute by bus from the nearest city 80 km away.  This former business model would not work in this current labour market.  Currently, there is a small lodging facility to accommodate a small workforce to advance the engineering and geology works.

 

The Company is working with all his stakeholders to advance this project and will provide update to the investors as we advance it.

 

 

About Abcourt Mines Inc.

 

Abcourt Mines Inc. is a gold producer and 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 more information about Abcourt Mines Inc., please visit our web site at www.abcourt.com and consult our filings under Abcourt’s profile on www.sedar.com.

 

Pascal Hamelin

President and CEO

T: (819) 768-2857

E: [email protected]

Dany Cenac Robert, Investor Relations

Reseau ProMarket Inc.,

T: (514) 722-2276, post 456

E: [email protected]

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information contained herein may constitute “forward-looking information” or “forward-looking statements” under Canadian securities legislation. Generally, forward-looking information can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “could”, “will”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, occur or be taken or achieved. Such forward-looking statements, including but not limited to statements relating to: the ability of the Parties to satisfy the conditions precedent to the Transaction; the anticipated closing, timing, benefits and effects of the Transaction; and expected development and operations, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Such factors include, among others, the terms of the Amalgamation Agreement including the exercise of any termination rights, the inability of the Parties to satisfy or waive in a timely manner the conditions to the closing of the Transaction, the inability of the Corporation to realize the benefits of the Transaction, the risks related to the exploration, development and mining operations; the impacts of macroeconomic developments as well as the impact of the COVID-19 pandemic; and any material adverse effect on the business, properties and assets of the Corporation. 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. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Corporation will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

 

The TSX Venture Exchange and its regulatory service provider (as defined in the policies of the TSX Venture Exchange) assume no responsibility for the adequacy or accuracy of this press release.

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