Mr. Pascal Hamelin reports

ABCOURT ANNOUNCES BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO $5.0 MILLION

Abcourt Mines Inc. has entered into an agreement with Red Cloud Securities Inc. to act as sole agent and bookrunner, in connection with a best efforts private placement for aggregate gross proceeds of up to $5-million from the sale of the following:

• A minimum of 36,363,637 units of the company at a price of 5.5 cents per unit for minimum gross proceeds of $2-million from the sale of units;
• Up to 46,153,846 common shares of the company that will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec) at a price of 6.5 cents per FT share for gross proceeds of up to $3-million from the sale of FT shares.

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant shall entitle the holder to purchase one common share of the company at a price of eight cents at any time on or before that date which is 36 months after the closing date of the offering.

The agent will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the offering, to sell up to an additional $1-million in any combination of units and FT shares at their respective offering prices. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions (NI 45-106), the units will be offered for sale to purchasers in the provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec and Saskatchewan (the Canadian selling jurisdictions) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the listed issuer financing exemption). The unit shares and warrant shares issuable pursuant to the sale of units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The units may also be sold in offshore jurisdictions and in the United States on a private-placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended.

The FT shares will be offered by way of the accredited investor and minimum amount investment exemptions under National Instrument 45-106 -- Prospectus Exemptions in the Canadian selling jurisdictions. The FT shares will be subject to a statutory hold period to purchasers resident in Canada ending on the date that is four months plus one day following the closing date of the offering.

The company intends to use the net proceeds of the offering for the exploration and advancement of the company's Flordin and Sleeping Giant gold projects, which are located in the Abitibi greenstone belt in Quebec, as well as for working capital purposes and general corporate purposes. The gross proceeds from the issuance of the FT shares will be used for Canadian exploration expenses and will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act and under Section 359.1 of the Quebec Tax Act, which will be incurred on or before Dec. 31, 2025, and renounced to the subscribers of FT shares with an effective date no later than Dec. 31, 2024, in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares. In addition, with respect to Quebec resident subscribers who are eligible individuals under the Quebec Tax Act, the Canadian exploration expenses will also qualify for inclusion in the "exploration base relating to certain Quebec exploration expenses" within the meaning of Section 726.4.10 of the Quebec Tax Act and for inclusion in the "exploration base relating to certain Quebec surface mining expenses or oil and gas exploration expenses" within the meaning of Section 726.4.17.2 of the Quebec Tax Act.

The offering is scheduled to close on Nov. 26, 2024, or such other date as the company and the agent may agree, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.

There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

About Abcourt Mines Inc.

Abcourt Mines is a Canadian exploration company with properties strategically located in northwestern Quebec, Canada. Abcourt owns the Sleeping Giant mine and mill, where it focuses its development activities.

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