Abcourt Mines Inc. (“
Abcourt” or the
“
Company”)
(TSX Venture: ABI) (OTCQB:
ABMBF) is pleased to announce that it has entered into an
agreement with Red Cloud Securities Inc. (the
“
Agent”), to act as sole agent and bookrunner, in
connection with a best efforts private placement (the
"
Marketed Offering") for
aggregate gross proceeds of up to $5,000,000 from the sale of the
following:
- a minimum of
36,363,637 units of the Company (the “Units”) at a
price of $0.055 per Unit (the “Unit Price”) for
minimum gross proceeds of $2,000,000 from the sale of Units;
and
- 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) (the “Income Tax Act”) and section
359.1 of the Taxation Act (Québec) (the “Québec Tax
Act”) (each, a “FT Share”) at a price of
$0.065 per FT Share for gross proceeds of up to $3,000,000 from the
sale of FT Shares.
Each Unit will consist of one common share of
the Company (each, a “Unit Share”) and one common
share purchase warrant (each, a “Warrant”). Each
Warrant shall entitle the holder to purchase one common share of
the Company (each, a “Warrant Share”) at a price
of $0.08 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 $1,000,000 in any combination
of Units and FT Shares at their respective offering prices (the
"Agents' Option", and together with the Marketed
Offering, the “Offering”).
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 "U.S.
Securities Act").
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 Québec, 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 Québec Tax Act, which will be incurred on or
before December 31, 2025 and renounced to the subscribers of FT
Shares with an effective date no later than December 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 Québec
resident subscribers who are eligible individuals under the Québec
Tax Act, the Canadian exploration expenses will also qualify for
inclusion in the “exploration base relating to certain Québec
exploration expenses” within the meaning of section 726.4.10 of the
Québec Tax Act and for inclusion in the “exploration base relating
to certain Québec surface mining expenses or oil and gas
exploration expenses” within the meaning of section 726.4.17.2 of
the Québec Tax Act.
The Offering is scheduled to close on November
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 at
www.sedarplus.ca and on the Company’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 exploration
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
Pascal
Hamelin |
Dany
Cenac Robert, Investor Relations |
President and CEO |
Reseau ProMarket Inc. |
T : (819) 768-2857 |
T : (514) 722-2276, ext 456 |
Email: phamelin@abcourt.com |
Email : dany.cenac-robert@reseaupromarket.com |
FORWARD-LOOKING STATEMENTS
Certain information contained in this news
release may constitute "forward-looking information" within the
meaning of Canadian securities legislation. Generally,
forward-looking information can be identified by forward-looking
terminology, such as "plans", "aims", "expects", "projects",
"intends", "anticipates", "estimates", "could", "should", "likely",
or variations of these words and phrases or statements specifying
that certain acts, events or results "may", "would", "would",
"would", "would", "would", "occur" or "be achieved" or other
expressions Similar. Forward-looking statements are based on
Abcourt's estimates and are subject to known and unknown risks,
uncertainties and other factors that may cause Abcourt's actual
results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking statements or information. Forward-looking
statements are subject to business, economic and uncertainties and
other factors that could cause actual results to differ materially
from these forward-looking statements, including the relevant
assumptions and risk factors set out in Abcourt's public filings,
are available on SEDAR+ at www.sedarplus.com. There can be no
assurance that these statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements and
forward-looking information. Although Abcourt believes that the
assumptions and factors used in preparing forward-looking
statements are reasonable, undue reliance should not be placed on
such statements. Except as required by applicable securities laws,
Abcourt disclaims any intention or obligation to update or revise
any of these forward-looking statements or information, 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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