Abcourt Announces Brokered Private Placement for Gross Proceeds of Up to $8.5 Million

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ROUYN-NORANDA, Quebec, Oct. 14, 2025 (GLOBE NEWSWIRE) -- Abcourt Mines Inc. (“Abcourt” or the “Corporation”) (TSX Venture: ABI) (OTCQB: ABMBF) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (the “Lead Agent”) to act as lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a brokered “best efforts” private placement (the "Marketed Offering") for aggregate gross proceeds of up to $8,500,000 through the sale of (i) up to 41,666,666 flow-through units of the Corporation to be sold to charitable purchasers (each, a “Charity FT Unit”) at a price of $0.12 per Charity FT Unit and (ii) up to 41,176,471 units of the Corporation (each a “Unit”) at a price of $0.085 per Unit (the “Unit Price”).

Each Charity FT Unit will consist of one common share of the Corporation (each, a “FT Share”) to be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and one common share purchase warrant (each, a “Warrant”). Each Warrant shall entitle its holder to purchase one common share of the Corporation (each, a “Warrant Share”) at a price of $0.12 per Warrant Share at any time on or before that date which is 36 months after the Closing Date (as herein defined).

Each Unit will consist of one common share of the Corporation (each, a “Unit Share”) and one Warrant, with each Warrant exercisable by the holder to acquire a Warrant Share at a price of $0.12 for a period of 36 months following the Closing Date.

The Charity FT Units and Units will be offered on a “best efforts” brokered private placement basis in the provinces of Alberta, British Columbia, Manitoba, Ontario, Saskatchewan and Québec pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The securities issued under the Listed Issuer Financing Exemption are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the Closing Date, to sell up to an additional $1,500,000 in Units at the Unit Price (the "Agents' Option", and together with the Marketed Offering, the “Offering”).

The gross proceeds from the sale of Units will be used for working capital and general corporate purposes. The gross proceeds from the sale of the Charity FT Units will be used for the exploration and advancement of the Corporation’s Flordin-Cartwright project, located in the Abitibi Greenstone Belt in Québec. The gross proceeds from the issue and sale of the Charity FT Units will be used for Canadian exploration expenses as defined in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Tax Act that will qualify as “flow-through mining expenditures” as defined in section 359.1 of the Québec Tax Act (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2026 and renounced to the purchasers of Charity FT Units with an effective date no later than December 31, 2025 in an aggregate amount not less than the gross proceeds raised from the issue of the Charity FT Units. In the event that the Corporation is unable to renounce or incur 100% of the Qualifying Expenditures, the Corporation will indemnify each purchaser of Charity FT Units for the additional taxes payable by such purchaser as a result of the Corporation’s failure to renounce the Qualifying Expenditures as agreed.

Closing of the Offering is expected to occur on or around October 31, 2025 or such other date as the Corporation and the Lead Agent may agree (the “Closing Date”), and remains 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 Corporation’s profile at www.sedarplus.ca and on the Corporation’s website at www.abcourt.info. Prospective investors should read this offering document before making an investment decision.

The securities offered have not been, nor will they be, registered under the U.S. Securities Act, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.

ABOUT ABCOURT MINES INC.

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

For more information about Abcourt Mines Inc., please visit our website at www.abcourt.ca and view our filings under Abcourt's profile on www.sedarplus.ca

FORWARD-LOOKING STATEMENTS

Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified using forward-looking terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, “could”, “might”, “likely” or variations of such words, or statements that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “will be taken”, “occur”, “be achieved” or other similar expressions. Forward-looking statements, including the expectations of the Corporation’s management regarding the use of proceeds and the use of the available funds following completion of the Offering; as well as the completion of the Offering and the date of such completion, are based on Abcourt’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Abcourt to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Forward-looking statements are subject to business and economic factors and uncertainties and other factors, that could cause actual results to differ materially from these forward-looking statements, including the relevant assumptions and risks factors set out in Abcourt’s public documents, available on SEDAR+ at www.sedarplus.ca. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although Abcourt believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements and forward-looking information. Except where required by applicable law, Abcourt disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 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 release.

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