Abcourt Mines signs term sheet with Glencore

Executive Summary

• Abcourt Mines Inc. has entered into a binding term sheet with Glencore AG for a senior debt financing of up to $30 million (U.S.) and a comprehensive offtake agreement covering production from its Sleeping Giant and Flordin-Cartwright properties.
• The financing consists of two tranches totaling $30 million, intended to repay higher-cost debt, fund exploration and capital expenditures at the Flordin project, and provide working capital.
• The transaction includes significant equity participation for Glencore, involving the issuance of nearly 69 million warrants and rights to participate in future equity financings, alongside a long-term offtake agreement for gold and silver production.

Key Details

• Financing Structure:
  • Total Principal: Up to $30,000,000 (U.S.).
  • Tranche A: $18,125,000, available for draw on the closing date.
  • Tranche B: Up to $11,875,000, available for draw at Abcourt's option between December 1, 2026, and January 31, 2027.
  • Interest Rate: One-month SOFR plus 2.5% per annum.
  • Repayment Terms: Interest payable monthly starting after the first anniversary of the closing date; principal matures 60 months after the closing date.
  • Use of Proceeds: Repayment of higher-cost debt, financing exploration/capital expenditures at Flordin (including worker camp, hoist, tailings, and infrastructure), and additional working capital.
• Equity Terms:
  • Warrants: Abcourt will issue 68,905,000 warrants to Glencore on the closing date (subject to TSX Venture Exchange approval).
  • Warrant Terms: 60-month term.
  • Exercise Price: 15 cents per share for the first 36 months; 20 cents per share for the remaining 24 months.
  • Hold Period: Statutory hold period of four months and one day from issuance.
  • Investor Rights: Glencore has the right to participate in future equity financings on equivalent terms, the right to top up its interest in other equity issuances, and other standard investor rights.
• Offtake Agreement - Sleeping Giant Mine:
  • Scope: Glencore purchases 100% of gold and silver dore production.
  • Term: Minimum six years, ending when 150,000 ounces of gold have been delivered.
  • Pricing: Average of official LBMA morning/afternoon prices for gold and silver.
  • ROFR: Glencore has a right of first refusal for subsequent production, exercisable until it declines for two consecutive years.
• Offtake Agreement - Flordin-Cartwright Property:
  • Scope: Glencore has a right of first offer to purchase all mineral products from commencement of production until eight years after commercial production is declared.
  • Pricing: Average LBMA prices for precious metals and average LME cash settlement prices for critical metals.
• Other Offtake Rights:
  • Glencore has a right of first refusal regarding offtakes of all mineral products from all other Abcourt properties.
• Closing Conditions:
  • Expected to close on or about January 10, 2026.
  • Subject to execution of definitive agreements, intercreditor agreement with existing creditors, and TSX-V approval.

Notable Quotes

• "This transaction demonstrates the potential of delivering precious and critical minerals to our partner within the next few years. It also allows us to replace existing debt with lower-interest debt on a longer amortization period while allowing the flexibility to accelerate repayment in a high-gold-price environment. This facility will also provide more flexibility to increase drilling at Flordin and to accelerate the drilling and development of Sleeping Giant at depth." — Pascal Hamelin, President and CEO