Abcourt Closes the Private Placement for $1,2 Million

(TheNewswire)

Rouyn-Noranda, Canada – TheNewswire - July 20, 2022 - Abcourt Mines Inc. (“Abcourt” or the “Corporation”) (TSXV:ABI) (OTC:ABMBF) is pleased to announce the closing of the non-brokered private placement as announced by the Corporation on July 5, 2022 (the “Offering”), for aggregate gross proceeds of $1,193,750, from the sale of:

- 550,000 units of the Corporation (each, a “Unit”) at a price of $0.065 per Unit for gross proceeds of $35,750; and

- 14,475,000 flow-through units of the Corporation (each a “FT Unit”, and collectively with the Units, the “Offered Securities”) at a price of $0.08 per FT Unit for gross proceeds of $1,158,000.

Each Unit consists of one class B common share of the Corporation (each a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each FT Unit consists of one Common Share to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one Warrant. Each Warrant shall entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price of $0.15 until no later than 36 months after the issue date of the Warrant.

A cash commission of $69,000 and Warrants to acquire 862,500 Units are payable to Red Cloud Securities Inc. (the “Finder”), as finder’s fees, for subscriptions sourced by the Finder.

The net proceeds raised from the Units will be used for working capital purposes and the proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Income Tax Act ("Qualifying Expenditures"). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2022, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.

The Common Shares, FT Shares, Warrants and Warrant Shares issued pursuant to the closing of the Offering have a hold period expiring on November 21, 2022. The Offering is subject to final approval of the TSX Venture Exchange.

Subscriptions by insiders and officers in the Offering constitute a “related party transaction” within the meaning of Regulation 61-101 respecting protection of minority security holders in special transactions (“Regulation 61-101”). In its consideration and approval of the Offering, the Board of Directors of Abcourt has determined that such subscriptions to the Related Parties are exempt from the formal valuation and minority approval requirements of Regulation 61-101 on the basis that the fair market value of the subscriptions to the Related Parties does not exceed 25% of the market capitalization of Abcourt, in accordance with sections 5.5 and 5.7 of Regulation 61-101.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Offered Securities, nor shall there be any sale of the Offered Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offered Securities being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.

ABOUT ABCOURT MINES INC.

Abcourt Mines Inc. is a gold producer and a Canadian exploration corporation with strategically located properties in northwestern Quebec, Canada. Abcourt owns the Sleeping Giant mill and mine where it concentrates its activities.

For more information about Abcourt Mines Inc., please visit our web site at www.abcourt.com and consult our filings under Abcourt's profile on www.sedar.com.

The TSX Venture Exchange and its regulatory service provider (as defined in the policies of the TSX Venture Exchange) assume no responsibility for the adequacy or accuracy of this press release.

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