Abcourt closes $10-million private placement

Executive Summary

• Abcourt Mines Inc. has closed a $10 million brokered private placement conducted by Red Cloud Securities Inc.
• The offering consisted of two tranches: charity flow-through units and standard units, with net proceeds allocated to working capital and the Flordin-Cartwright project exploration.
• Insider Nouredine Mokaddem subscribed for approximately $2.1 million in units, triggering an early warning report and increasing his beneficial ownership to approximately 11.19% on a non-diluted basis.

Key Details

• Total Gross Proceeds: Approximately $10 million.
• Tranche 1 (Charity Flow-Through Units):
  • Quantity: 41,666,666 units.
  • Price: 12 cents per unit.
  • Composition: One Class B share and one Class B share purchase warrant per unit.
  • Warrant Terms: Exercisable at 12 cents per share until October 31, 2028.
  • Use of Proceeds: Canadian exploration expenses for the Flordin-Cartwright project in Quebec; renounced to purchasers with an effective date no later than December 31, 2025.
• Tranche 2 (Standard Units):
  • Quantity: 58,823,530 units.
  • Price: 8.5 cents per unit.
  • Composition: One Class B share and one warrant per unit.
  • Warrant Terms: Exercisable at 12 cents per share until October 31, 2028.
  • Use of Proceeds: Working capital and general corporate purposes.
• Agent Compensation:
  • Cash Commission: $450,000.49.
  • Warrants: 4,264,711 non-transferable warrants.
  • Agent Warrant Terms: Exercisable at 12 cents per share until October 31, 2028; subject to a hold period of four months and one day.
• Insider Participation (Early Warning Report):
  • Subscriber: Nouredine Mokaddem (Director).
  • Subscription Amount: $2,099,999.80.
  • Units Acquired: 24,705,880 units.
  • Pre-Offering Ownership: ~9.86% (non-diluted) / ~18.19% (partially diluted).
  • Post-Offering Ownership: ~11.19% (non-diluted) / ~20.33% (partially diluted).
  • Transaction Classification: Related-party transaction under MI 61-101; exemptions from formal valuation and minority shareholder approval relied upon.
• Regulatory Status:
  • Completed under the listed issuer financing exemption (NI 45-106).
  • Subject to final approval of the TSX Venture Exchange.
  • No resale restrictions under applicable Canadian securities laws.