Abcourt Mines closes $30M (U.S.) senior debt financing

Executive Summary

• Abcourt Mines Inc. closed a $30 million USD senior secured debenture financing and a comprehensive offtake agreement with Glencore AG.
• The transaction includes an initial $18.125M tranche, a second tranche of up to $11.875M available in late 2026/early 2027, and a 6-year agreement for Glencore to purchase 100% of gold and silver doré production from the Sleeping Giant mine.
• Director François Mestrallet concurrently converted a $3M convertible debenture into 60 million common shares, increasing his beneficial ownership to 18.52%.

Key Details

• Financing Structure & Tranches: Senior secured debenture up to $30M USD; first tranche of $18,125,000 USD disbursed; second tranche of up to $11,875,000 USD available at Abcourt's option in December 2026 or January 2027.
• Interest & Maturity: Debenture matures January 31, 2031; bears interest at 1-month SOFR + 2.5% per annum, payable monthly starting March 1, 2027.
• Offtake Agreement: Glencore will purchase 100% of Au and Ag dore production from the Sleeping Giant mine for a minimum term of six years.
• Additional Project Rights: Agreements grant Glencore offtake and financing rights on the Flordin-Cartwright project and other Abcourt properties.
• Security Arrangements: Second ranking security registered on all of Abcourt's movable/immovable property, mining rights, inventory, and equipment.
• Investor Rights: Glencore granted right to participate in future equity financings on equivalent terms, right to top up its interest in other equity issuances, and other standard investor rights.
• Warrants Issued: 68,905,000 non-transferable warrants issued to Glencore; exercise price of $0.15 for the first 36 months, increasing to $0.20 thereafter; 60-month term; subject to TSX-V approval and statutory hold until May 31, 2026.
• Use of Proceeds: Repay higher-cost debt to reduce cost of capital, finance exploration and capital expenditures at Sleeping Giant (worker camp, hoist, tailings, infrastructure), and provide working capital.
• Convertible Debenture Conversion: François Mestrallet converted a $3M convertible debenture at $0.05 per share into 60,000,000 common shares.
• Ownership Impact: Post-conversion, Mestrallet and affiliates hold 220,686,000 common shares, representing 18.52% of issued shares on a non-diluted basis (25.43% assuming exercise of all convertible securities).

Notable Quotes

• Pascal Hamelin, President & CEO: "We are extremely pleased to enter this partnership with such a major player in our industry... Having a partner with financial resources that specially requested a right to participate on all our subsequent financing packages is securing the future of our company and bringing predictability to our shareholders."
• Toby Spittle, Glencore: "We are pleased to work with Abcourt on Sleeping Giant and look forwards to supporting them in their work to bring further projects into production and deliver additional critical minerals to market."