NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
ROUYN-NORANDA, Quebec, May 01, 2024 (GLOBE NEWSWIRE) — Abcourt Mines Inc. (“Abcourt” or the “Corporation”) (TSX Venture: ABI) is pleased to extend its previously announced non-brokered private placement of up to 100,000,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of up to $5,000,000 (the “Offering”). Each Unit consists of one common share of the Corporation (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles its holder to purchase one Common Share at a price of $0.06 for a period of 36 months.
To date, Abcourt issued a total of 54,683,000 Units for gross proceeds of $2,734,150 under the Offering. Abcourt expects to complete additional tranches of the Offering with a final closing to take place on or before May 28, 2024.
It is expected that the net proceeds from the Offering will be used to advance activities for development and exploration at the Sleeping Giant Gold Project in the Abitibi Greenstone belt of Quebec and for working capital and general corporate purposes.
All securities issued in connection with the Offering are subject to a restricted period ending on the date that is four months plus one day following the date of their issuance, in accordance with Canadian securities laws. The Offering is subject to final approval of the TSX Venture Exchange (the “TSXV”).
The securities offered under the Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Creation of Control Person
The Corporation is also pleased to report that a resolution allowing the creation of a new Control Person of the Corporation (as such term is defined in the policies of the TSXV) was approved by approximately 97% of the votes cast by disinterested shareholders of the Corporation at a special meeting of shareholders held on April 30, 2024 (the “Meeting”). A total of 144,601,684 Shares was voted at the Meeting, representing 29.23% of the total number of issued and outstanding Shares.
Following the Meeting, Abcourt issued 7,648,312 additional Units to SARL MF, an entity controlled by François Mestrallet. As a result, François Mestrallet became a Control Person of the Corporation.
Please refer to the Corporation’s management information circular dated March 22, 2024 and the Corporation’s news releases dated March 26, 2024 and April 23, 2024 for further details.
Early Warning Report
These 7,648,312 Units were issued in consideration for an amount of $382,415 which had been held in escrow pending disinterested shareholders approval and which is part of a total investment of $1,000,000 representing 20,000,000 Units at a price of $0.05 per Unit, made by François Mestrallet in the context of the Offering (the “Investment).
Prior to the Investment, Mr. Mestrallet held, together with his associates and affiliates, 91,949,000 Shares, 32,500,000 warrants to purchase Shares and 1,500,000 stock options, which represented 18.6% of the 494,778,759 Shares then issued and outstanding on a non-diluted basis (23.8% assuming the exercise of the convertible securities).
As of the date hereof, Mr. Mestrallet holds, together with his associates and affiliates, 112,349,000 Shares, 52,900,000 Warrants and 1,500,000 stock options, which represent 20.44% of the 549,461,759 Shares currently issued and outstanding on a non-diluted basis (27,6% assuming the exercise of the convertible securities).
Mr. Mestrallet participated in the Private Placement to support the short and medium-term growth of the Corporation. He intends to hold his securities for investment purposes and may, depending on certain circumstances, including market conditions, increase or decrease his beneficial ownership of or control over the Corporation’s Shares, warrants or other securities.
The Form 62-103F1 – Required Disclosure under the Early Warning Requirements associated with this news release can be obtained from the Corporation’s profile on SEDAR+ at www.sedarplus.ca. To obtain a copy of the report, please contact Pascal Hamelin, President and CEO of Abcourt, at (819) 768-2857 or [email protected].
ABOUT ABCOURT MINES INC.
Abcourt Mines Inc. is a Canadian exploration corporation with strategically located properties in northwestern Québec, Canada. Abcourt owns the Sleeping Giant mill and mine where it concentrates its activities.
Abcourt’s head office is located at 475 de l’Église Avenue, Rouyn-Noranda, QC J0Z1Y0
For further information, please visit our website at www.abcourt.ca and consult our filings under Abcourt’s profile on www.sedarplus.ca, or contact:
Cautionary Statement on Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Such forward-looking information includes, but is not limited to, statements concerning the Corporation’s expectations with respect to the completion of the Offering on the terms set out above, the use of the available funds following completion of the Offering and expectations with respect to other activities, events or developments that the Corporation expects or anticipates will or may occur in the future. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, delays in obtaining or failures to obtain required approvals; uncertainties relating to the availability and costs of financing needed in the future; changes in equity markets; inflation; fluctuations in commodity prices; delays in the development of projects; other risks involved in the mineral exploration and development industry; and those risks set out in the Corporation’s public documents filed on SEDAR+ at www.sedarplus.ca. Although the Corporation believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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