Abcourt Announces Brokered Private Placement for Gross Proceeds of Up to $8.5 Million

Executive Summary

• Abcourt Mines Inc. entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner for a brokered “best efforts” private placement targeting up to $8.5 million in gross proceeds.
• The offering consists of two securities types: up to 41,666,666 Charity Flow‑Through Units at $0.12 each and up to 41,176,471 regular Units at $0.085 each; an agents’ option may add another $1.5 million in Units.
• Proceeds will be allocated to working capital/general corporate purposes (Units) and to Canadian exploration expenses for the Flordin‑Cartwright project (Charity FT Units), with flow‑through tax benefits and indemnification provisions if renunciation targets are not met.

Key Details

• Lead Agent / Bookrunner: Red Cloud Securities Inc. (sole bookrunner, lead agent).
• Securities Offered:
• Charity Flow‑Through Unit – 1 FT share + 1 warrant; price $0.12 per unit.
• Regular Unit – 1 common share + 1 warrant; price $0.085 per unit.
• Warrant Terms: Each warrant allows purchase of one common share at $0.12 for up to 36 months after the closing date.
• Maximum Units: Up to 41,666,666 Charity FT Units and 41,176,471 regular Units.
• Aggregate Gross Proceeds Target: $8,500,000 (including potential agents’ option).
• Agents’ Option: Up to an additional $1,500,000 in Units may be sold 48 hours prior to closing at the same unit price.
• Use of Proceeds:
• Units: Working capital and general corporate purposes.
• Charity FT Units: Exploration and advancement of the Flordin‑Cartwright project (Abitibi Greenstone Belt, Québec); must be used for qualifying Canadian exploration expenses before 31 Dec 2026 and renounced to purchasers by 31 Dec 2025 in an amount not less than gross proceeds from Charity FT Units.
• Indemnification: If the corporation fails to renounce 100 % of qualifying expenditures, it will indemnify Charity FT Unit purchasers for any additional taxes incurred.
• Closing Date: Expected on or around 31 Oct 2025, subject to customary conditions (e.g., TSX Venture Exchange approval).
• Exemptions & Trading: Offering relies on the listed issuer financing exemption under NI 45‑106; securities expected to be freely tradeable in Canada upon issuance.
• Regulatory Notices: Securities not registered in the U.S.; offering not available to U.S. persons absent exemption.

Notable Quotes

(No direct quotes were provided in the release.)