Abcourt Closes US$ 8M Loan Facility to Start Sleeping Giant Mine

  NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.  

Abcourt Mines Inc. (" Abcourt " or the " Corporation ") (TSX Venture: ABI) (OTCQB: ABMBF) is pleased to announce that it has closed today (the " Closing Date ") its previously announced secured financing facility (" Financing Facility ") with Nebari Natural Resources Credit Fund II, LP (" Nebari " or the " Lender ") in an amount of US$8 million (" Principal Amount ") for a 36-months period.

Pascal Hamelin, President and CEO of Abcourt, commented: "Closing this transaction with Nebari is a major step toward starting production at the Sleeping giant Mine. This investment of USD 8M of non-dilutive capital offers us solid operational flexibility going forward and allows the Company to develop the Sleeping Giant Mine toward a commercial production status. I would like to thank Nebari for working with us to realize the opportunity in this high-grade gold mine. With this Credit Facility in place, Abcourt is well funded to start the Sleeping Giant Mine".

Steven Bowles, Managing Director of the Lender, commented: "Nebari is pleased to partner with Abcourt Mines as it restarts its Sleeping Giant Mine. The depth of experience and level of preparedness of the Abcourt and Sleeping Giant teams give us the utmost confidence in their ability to bring the operation to its full potential and beyond."

In accordance with the terms of the comprehensive credit agreement entered into between the Corporation and the Lender, interest will accrue on the Principal Amount based on a floating rate per annum equal to the sum of: (i) the three-month term SOFR (Secured Overnight Financing Rate) (the " Term SOFR "), as determined on the first date of each calendar month; and (ii) 12 % per annum, provided that, if the Term SOFR is less than 4%, it shall be deemed to be 4%.

The Financing Facility may be repaid prior to maturity after the first year, subject to a minimum prepayment amount of US$1,000,000 and the payment of a make-whole payment to provide the Lender with a 25% absolute return on the Principal Amount prepaid.

The Corporation issued 87,040,000 non-transferable warrants (the " Warrants ") to the Lender. Each Warrant is exercisable for one common share of the Corporation (a " Warrant Share ") at an exercise price of $0.0625 per Warrant Share until July 3, 2028, subject to a pro-rata reduction if the Principal Amount is prepaid in whole or in part before July 3, 2026. In such case, a pro rata number of Warrants will have their term reduced to the later of July 3, 2026 and 30 days from the date of such Principal Amount reduction or repayment, in accordance with the policies of the TSX Venture Exchange (" TSXV "). The Warrants remain subject to the final approval of the TSXV.

The Corporation also paid the Lender an arrangement fee in the amount of US$ 120,000 and, beginning the first full month after the Closing Date, will pay a monthly administration fee of US$ 2,500 until all amounts owed under the Financing Facility have been paid in full.

The Corporation has entered into security arrangements with the Lender to register a first priority senior security, subject to certain permitted liens, on the universality of the Corporation's movable and immovable property, corporeal and incorporeal, present and future, of any nature whatsoever and wheresoever situated, including, real property interests, mining rights, inventory and equipment.

With this Financing Facility in place, Abcourt will start the significant items needed to start producing gold in at the Sleeping Giant mine and mill, which in the coming months include:

• Building a sleep camp and kitchen at the mine site to lodge the workers,
 
• Continue the work in the tailing facilities to store the pulps for the coming years,
 
• Begin production in the upper level of the mine,
 
• Develop lower levels of mine to open new mining fronts.
 

The Financing Facility was previously announced on April 10, 2025, June 18, 2025 and June 26, 2025.

Finder's fees in an amount representing 1% of the Principal Amount are payable in cash to an arm's length third party in connection with the Financing Facility.

All securities issued in connection with the Financing Facility are subject to a restricted period under applicable securities laws, ending on the date that is four months plus one day following the Closing Date. These securities 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 Québec, Canada. Abcourt owns the Sleeping Giant mine and mill, as well as the Flordin property, 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 in this news release may constitute "forward-looking information" within the meaning of Canadian securities legislation. Generally, forward-looking information can be identified by using forward-looking terminology, such as "plans", "aims", "expects", "projects", "intends", "anticipates", "estimates", "could", "should", "likely", or variations of such words and phrases or statements specifying that certain acts, events or results "may", "should", "will" or "be achieved" or other similar expressions. Forward-looking statements, including the expectation of the Corporation with respect to the expected use of the proceeds from the Financing Facility and the final approval of the TSXV, 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 forth in Abcourt's public filings, which are available on SEDAR+ at www.sedarplus.ca . Although Abcourt believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, 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. Except as required by applicable securities laws, Abcourt disclaims any intention or obligation to update or revise any such 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.