Abcourt Closes a First Tranche of the Private Placement of Units Previously Announced, for an Amount of $1,582,750
07 September 2023 - 11:02PM
Abcourt Mines Inc. (“Abcourt” or the
“Corporation”) (TSX
Venture: ABI) announces that it has completed a first
closing of the non-brokered private placement announced on August
31, 2023, for gross proceeds of $1,582,750, representing 39,568,750
Units of the Corporation at a price of $0.04 per Unit (the
"
Offering"). Each Unit consists of one common
share of the Corporation (a “
Common Share”) and
one common share purchase warrant (a “
Warrant”).
Each Warrant entitles the holder thereof to purchase one Common
Share at a price of $0.05 for a period of 36 months following the
closing date of the Offering.
A cash commission of $1,800 and warrants to
acquire 45,000 units at a price of $0.05 per unit (the
“Finder’s Units”) are payable to Red Cloud
Securities Inc., as finder’s fees, for subscriptions sourced by the
Finder. Each Finder Unit is comprised of one Common Share at a
price of $0.05 and one Warrant, each Warrant giving the right to
purchase one Common Share at a price of $0.05 for a period of 36
months following the closing date of the Offering.
It is expected that the net proceeds from the
Offering will be used in a proportion of 60% to advance activities
for development and exploration at the Sleeping Giant Gold Project
in the Abitibi Greenstone belt of Quebec and 40% for working
capital and general corporate purposes.
All securities issued in connection with the
Offering are subject to a restricted period ending on the date that
is four months plus one day following the date of their issuance,
expiring on January 7, 2024, in accordance with Canadian securities
laws and policies of the TSX Venture Exchange (the
“Exchange”). The Offering is subject to final
approval of the Exchange.
Insiders of the Corporation subscribed a total
of 25,247,500 Units under the Offering, representing total gross
proceeds of $1,009,900, which constitutes a “related party
transaction” within the meaning of Regulation 61-101 respecting
Protection of Minority Security Holders in Special Transactions
(“Regulation 61-101”). The directors of the
Corporation who voted in favour of the Offering have determined
that the exemptions from formal valuation and minority approval
requirements provided for respectively under subsections 5.5(a) and
5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair
market value of the Units issued nor the fair market value of the
consideration paid exceed 25% of the Corporation’s market
capitalization. The Corporation did not file a material change
report in respect of this related party transaction 21 days prior
to the closing of the Offering due to the fact that the terms of
the participation of each of the non-related parties and the
related parties in the Offering were not confirmed. The following
related parties to Abcourt have participated in the Offering as
follows:
- Francois Mestrallet, Director,
through SARL MF, a private company controlled by François
Mestrallet, has purchased 25,000,000 Units for an amount of
$1,000,000. After the first closing of the Offering and before the
exercise of the warrants included in the Units, François Mestrallet
will hold or exercise control, directly or indirectly, over
approximately 19.1% of the Corporation’s issued and outstanding
Common Shares; and
- Pascal Hameln, Director, has
purchased 247,500 Units for an amount of $9,900. After the first
closing of the Offering and before the exercise of the warrants
included in the Units, Pascal Hamelin will hold or exercise
control, directly or indirectly, over less than 1% of the
Corporation’s issued and outstanding Common Shares.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any State in which such offer, solicitation or sale would be
unlawful.
ABOUT ABCOURT MINES INC.
Abcourt Mines Inc. is a Canadian exploration
corporation with strategically located properties in northwestern
Québec, Canada. Abcourt owns the Sleeping Giant mill and mine where
it concentrates its activities.
For further information, please visit our
website at www.abcourt.ca and consult our filings under Abcourt's
profile on www.sedarplus.ca, or contact:
Pascal HamelinPresident and CEOT:
(819) 768-2857E: phamelin@abcourt.com |
Dany Cenac Robert, Investor
RelationsReseau ProMarket Inc.,T: (514)
722-2276, post 456E: dany.cenac-robert@reseaupromarket.com |
Cautionary Statement on Forward-Looking
Information
This news release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation based on expectations, estimates and projections as at
the date of this news release. Such forward-looking information
includes, but is not limited to, statements concerning the
Corporation’s expectations with respect to the use of proceeds and
the use of the available funds following completion of the
Offering; the completion of the Offering and expected the date of
closing of the Offering. Forward-looking information involves
risks, uncertainties and other factors that could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Factors that could cause actual results to differ
materially from such forward-looking information include, but are
not limited to, delays in obtaining or failures to obtain required
approvals; uncertainties relating to the availability and costs of
financing needed in the future; changes in equity markets;
inflation; fluctuations in commodity prices; delays in the
development of projects; other risks involved in the mineral
exploration and development industry; and those risks set out in
the Corporation’s public documents filed on SEDAR+ at
www.sedarplus.com. Although the Corporation believes that the
assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance
should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all. The
Corporation disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by
law.
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 news release.
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