Mr. Pascal Hamelin reports

ABCOURT MINES ENHANCES CAPITAL STRUCTURE: SUCCESSFUL WARRANT EXECUTIONS AND CORE EXECUTIVE LOCK-UP AGREEMENTS SECURED

Abcourt Mines Inc. has provided a major update regarding the optimization of its capital structure. Following the massive conversion of its warrants expiring in September, the company also confirms the execution of a highly stringent lock-up agreement binding its key executives for the benefit of Glencore AG.

Key highlights:

• Successful warrant conversions: Nearly all warrants expiring in September have been exercised, including 100 per cent of those held by company insiders. The remaining balance of warrants maturing in 2026 now stands at less than 21 million units. The exercise of these warrants added $3,290,485.00 to the treasury in 2026.
• Immediate removal of approximately 32 per cent of shares from the public float: Key executives have frozen 100 per cent of their current controlling shares.
• Dilution protection: An automatic lock-up provision is in place for approximately 100 million additional convertible securities held by management in the event of future exercise.
• Strengthened support for Glencore debt: This commitment aligns directly with the senior secured debt, which has been increased to $40-million (U.S.).

A significant strategic alignment commitment

Following the closing of the $10-million (U.S.) increase in debenture financing announced on Sept. 2, 2026, Abcourt's directors and senior management team are formalizing their long-term vision and confidence in the success of the flagship Sleeping Giant and Flordin projects.

Key terms of the lock-up agreement

The agreement executed by key executives (Noureddine Mokaddem, Pascal Hamelin, Francois Mestrallet and Alain Levesque) establishes institutional-grade retention terms while providing standard flexibility mechanisms:

• Capital and future securities freeze: Lock-up of approximately 32 per cent of the outstanding share capital. Restrictions apply to all securities currently held or subsequently acquired (including shares resulting from the future exercise of options or warrants), whether held directly or indirectly by the executive or members of their immediate family.
• Trading restrictions (subject to consent): Unless prior written consent is obtained from Glencore (which shall not be unreasonably withheld), it is prohibited to sell, transfer, lend, pledge, assign, enter into short sales, or use any derivative, swap or hedging strategy intended to transfer the economic risk associated with the securities.
• Specific permitted exceptions: Lock-up restrictions do not apply to the following circumstances:
  • Death of the executive: The legal transfer of securities to the estate and subsequent dispositions by the estate are fully authorized.
  • Family and corporate planning: Transfers to immediate family members, holding companies or family trusts controlled by the executive are permitted, provided that the transferee signs an identical lock-up commitment.
  • Settlement of tax obligations: The sale of the minimum number of shares required to fund tax liabilities arising from the exercise of options or warrants is permitted within 30 days of the exercise, subject to providing detailed written notice to Glencore.
  • Change of control (takeover bid): Securities may be tendered to a bona fide takeover bid or a merger targeting all shareholders (the lock-up is reinstated if the transaction is not completed).
• Duration linked to debt repayment: The lock-up remains in effect until the later of:
  • The second anniversary of the amending agreement with Glencore;
  • Ten days after the full cash repayment of at least 75 per cent of the $40-million (U.S.) debt principal (including interest). In the event of a financial default under the debenture, the lock-up is automatically extended.
• Rigorous control and enforcement: Abcourt's official transfer agent has received strict legal instructions to apply restrictive legends (stop-transfer orders) and to reject any unauthorized transactions.

Pascal Hamelin, president and chief executive officer of Abcourt, stated:

"This lock-up agreement and the full exercise of our warrants demonstrate the absolute, long-term commitment of the entire management team to the success of the Sleeping Giant and Flordin projects. By freezing the securities of key individuals until the project's ultimate success, we ensure maximum staff retention and motivation. For our shareholders, this provides a major guarantee of stability: by immediately locking up nearly one-third of our outstanding shares and all of our convertible securities until our financial partnership with Glencore is repaid, we strengthen our capital structure and 100-per-cent align our personal interests with value creation at Abcourt Mines."

About Abcourt Mines Inc.

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

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