Abcourt Closes $10 Million Brokered Private Placement

Executive Summary

• Abcourt Mines Inc. closed a brokered “best efforts” private placement raising approximately C$10 million in gross proceeds.
• The offering consisted of 41,666,666 Charity Flow‑Through Units at $0.12 each and 58,823,530 regular Units at $0.085 each.
• Net proceeds will fund working capital, general corporate purposes, and exploration of the Flordin‑Cartwright project; Charity FT Unit proceeds are earmarked for qualifying Canadian exploration expenditures.

Key Details

• Total Gross Proceeds: ~C$10,000,000.
• Charity Flow‑Through Units: 41,666,666 units @ $0.12 per unit = C$5,000,000 (approx.). Each includes one Class B share and one Class B purchase warrant (exercise price $0.12, expiry Oct 31 2028).
• Regular Units: 58,823,530 units @ $0.085 per unit = C$5,000,000 (approx.). Each includes one Class B share and one Class B purchase warrant (same terms as above).
• Use of Proceeds – General: Working capital and general corporate purposes.
• Use of Proceeds – Charity FT Units: Exploration and advancement of the Flordin‑Cartwright project in the Abitibi Greenstone Belt; qualifying Canadian exploration expenses to be incurred by Dec 31 2026 and renounced by Dec 31 2025.
• Agent Compensation: Red Cloud Securities Inc. received a cash commission of $450,000.49 plus 4,264,711 non‑transferable warrants (exercise price $0.12, expiry Oct 31 2028) subject to a four‑month‑plus‑one‑day hold period in Canada.
• Regulatory Framework: Offering relied on the Listed Issuer Financing Exemption under NI 45‑106 and is pending final TSX Venture Exchange approval. Securities are not registered in the U.S. and may not be offered there.
• Related Party Transaction – Early Warning: Director Nouredine Mokaddem subscribed for 24,705,880 Units (~C$2.1 million), increasing his beneficial ownership to ~11.19% (non‑diluted) / 20.33% (partially diluted). The transaction falls under MI 61‑101 exemptions as it does not exceed 25% of market cap. No material change report was filed prior to closing due to unknown details at that time.

Notable Quotes

• “The successful completion of this financing provides us with the capital needed to advance our flagship Flordin‑Cartwright project and support ongoing corporate initiatives,” – Pascal Hamelin, President & CEO.