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Abcourt Mines Inc. (" Abcourt " or the " Corporation ") (TSX Venture: ABI) (OTCQB: ABMBF) is pleased to announce the exercise of its option to reduce from 2.0% to 1.5% the net smelter return royalty on all metallic and non-metallic minerals mined or otherwise recovered on each of the Sleeping Giant and Dormex properties (the " Royalty ") granted to Maverix Metals Inc. (" Maverix ") in accordance with the terms of a net smelter return royalty agreement entered into between the Corporation and Maverix on September 22, 2022 (the " Royalty Agreement ").
The Royalty rate was reduced by 0.5% in consideration for a payment US$2,000,000 in cash (the " First Option "). In accordance with the terms of the Royalty Agreement, Abcourt may, at any time prior to September 22, 2028, elect to further reduce the Royalty rate by another 0.5% upon payment of an amount of US$4,000,000 to the holder of the Royalty, thereby reducing the rate of the Royalty to 1.0%.
Abcourt also announces that it has entered into a second agreement to amend its credit agreement (the " Loan Agreement ") with Nebari Natural Resources Credit Fund II, LP (the " Lender " or " Nebari ") pursuant to which an additional USD$2,000,000 is made available as a loan to the Corporation (the " Upsized Loan "). The proceeds of the Upsized Loan are being used for the exercise of the First Option. No other material changes have been made to the loan agreement between the Corporation and Nebari.
Pursuant to the Upsized Loan, the aggregate amount borrowed from the Lender is US$12,000,000 (the " Principal Amount "), in three tranches of: (i) US$8,000,000 on July 3, 2025 (" Tranche 1 "); (ii) US$2,000,000 on September 10, 2025 (" Tranche 2 "); and (iii) US$2,000,000 on the date hereof (" Tranche 3 "). Please see Abcourt's news releases dated July 3, 2025, and September 10, 2025, for further details regarding the Loan Agreement.
In connection with the closing of the Upsized Loan, the Corporation will issue 14,395,259 non-transferable warrants (the " Warrants ") to the Lender, each exercisable for one common share of the Corporation (a " Warrant Share ") at an exercise price of $0.096 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 ").
Pascal Hamelin, President and CEO of Abcourt, commented: "We believe that reducing the NSR at Sleeping Giant Mine will be perfect for the long-term plan of Abcourt. Over the next few years, it's important for us to unlock the full potential of Sleeping Giant Mine."
Steven Bowles, Managing Director of the Lender, commented: "Nebari is pleased to provide further support to Abcourt in its ramp-up of its Sleeping Giant Mine and to assist its shareholders in unlocking more value from this project during this strong gold price environment."
The Upsized Loan and the issuance of the Warrants are subject to the approval of the TSXV. The Warrants (and the Warrant Shares issuable upon the exercise thereof) are subject to a statutory hold period of four months and one day under applicable securities laws. 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. The Lender is at arms-length to the Corporation.
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 .
| Pascal Hamelin President and CEO T : (819) 768-2857 Email: phamelin@abcourt.com | Dany Cenac Robert, Investor Relations Reseau ProMarket Inc. T : (514) 722-2276, # 456 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 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 Upsized Loan and the 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.
