Mr. Pascal Hamelin reports

ABCOURT PROVIDES UPDATE ON ONGOING FINANCINGS

Abcourt Mines Inc. intends to complete a non-brokered private placement of a secured convertible debenture of the corporation for gross proceeds of $3-million.

Debenture offering

The debenture will bear interest at the SOFR (secured overnight financing rate) plus 10 per cent per annum and will mature four years following the date of issuance. The principal amount of the debenture will be convertible into common shares of the corporation at a conversion price of five cents per share during the first year and at a conversion price of 10 cents per share during the following years any time prior to the close of business on the maturity date, at the option of the holder. All interest accrued on the debenture will be payable in cash. The corporation may prepay the debenture at any time prior to the maturity date, without penalty.

It is expected that the debenture will be purchased by Francois Mestrallet, director of the corporation. As a result, the debenture offering will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

The corporation intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the debenture offering as neither the fair market value (as determined under MI 61-101) of the subject matter of nor the fair market value of the consideration for, the debenture, exceeds 25 per cent of the corporation's market capitalization (as determined in accordance with MI 61-101). The corporation did not file a material change report in respect of this transaction at least 21 days before the anticipated closing of the debenture offering as details of such transaction were unknown at such time.

The debenture offering is expected to be completed on or around June 19, 2025.

Financing facility

Concurrently with the closing of the debenture offering, the corporation intends to close its previously announced secured financing facility with Nebari Natural Resources Credit Fund II LP (the lender) in an amount of $8-million (U.S.) bearing interest at the SOFR plus 12 per cent, with a term of 36 months.

Under the terms of the financing facility, the corporation will have the option, at any time after 365 days from the closing date, to prepay the lender in full or in part, the outstanding principal amount subject to a minimum prepayment amount of $1-million. If, at such prepayment date, the lender has not achieved an absolute return of at least 25 per cent on the total principal amount prepaid as of the date of prepayment, the prepayment shall include a cash make-whole payment in such amount as to provide lender with a 25-per-cent absolute return on the principal amount prepaid.

Subject to the final approval of the TSX Venture Exchange, on the closing date, the corporation will issue to the lender 87.04 million warrants. Each warrant will be exercisable for one common share of the corporation at an exercise price of 6.25 cents per warrant share for a 36-month period.

The warrants and any warrant shares issuable upon exercise thereof will be subject to a statutory hold period in Canada of four months and one day from the date of issuance of the warrants. The warrants and warrant shares will also be restricted securities under applicable U.S. securities laws.

At the lender's election, funds raised from the exercise of warrants may be used for prepayment of outstanding principal amount without application of the make-whole amount.

Equity financing

The corporation is pleased to announce that it also intends to close a tranche of non-brokered equity financing for gross proceeds of $1-million on the closing date, consisting of the sale of units of the corporation at a price of five cents per unit.

Each unit will consist of one common share of the corporation and one common share purchase warrant. Each unit warrant will entitle the holder to purchase one common share at a price of eight cents for a period of 36 months following the closing date.

In the event that, during the period ranging between 12 months and 36 months following the closing date, the volume-weighted average trading price of the common shares exceeds 12 cents per common share for any period of 20 consecutive trading days, the corporation may, at its option, following such 20-day period, accelerate the expiry date of the unit warrants by delivery of notice to the registered holders thereof and issuing a press release, and, in such case, the expiry date of the unit warrants shall be deemed to be 5 p.m. Montreal time on the 30th day following the later of: (i) the date on which the acceleration notice is sent to holders of unit warrants; and (ii) the date of issuance of the warrant acceleration press release.

The corporation intends to use the net proceeds from the debenture offering, financing facility and private placement to restart the Sleeping Giant mine and mill as well as for the repayment of outstanding account payables, working capital and general corporate purposes.

The debenture offering, financing facility and private placement remain subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX-V.

All securities issued in connection with the debenture offering, the financing facility and the private placement will be subject to a restricted period ending on the date that is four months plus one day following the date of their issuance.

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 as well as the Flordin property, where it focuses its development activities.

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