ROUYN-NORANDA, Quebec, May 31, 2024 (GLOBE NEWSWIRE) -- Abcourt Mines Inc. ("Abcourt" or the "Corporation") (TSX Venture: ABI) (OTCQB: ABMBF) announces that it has completed a fourth closing of the non-brokered private placement announced on March 12, 2024 (the "Private Placement"), for additional gross proceeds of $1,060,000, representing 21,200,000 units of the Corporation (the "Units"), at a price of $0.05 per Unit. Each Unit consists of one common share of the Corporation (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles its holder to subscribe for one Common Share at a price of $0.06 for a period of 36 months.
To date, Abcourt has issued a total of 75,883,000 Units for aggregate gross proceeds of $3,794,150 under the Private Placement. The Corporation expects to close a final tranche of the Private Placement on or before June 27, 2024.
It is expected that the net proceeds from the Private Placement will be used to advance activities for development and exploration at the Sleeping Giant Gold Project in the Abitibi Greenstone belt of Quebec and for working capital and general corporate purposes.
The closing of this fourth tranche constitutes a "related party transaction" within the meaning of Multilateral Instrument 61–101 - Protection of Minority Security Holders in Special Transactions ("MI 61–101") as a result of the purchase of 18,000,000 additional Units by SARL MF, an affiliate of François Mestrallet, a "related party" of the Corporation. The Corporation has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of the Private Placement as the fair market value (as determined under MI 61-101) of the insider participation in the Private Placement is below 25% of the Corporation 's market capitalization (as determined in accordance with MI 61-101).
All securities issued in connection with the Private Placement are subject to a restricted period ending on the date that is four months plus one day following the date of their issuance, in accordance with Canadian securities laws. The Private Placement is subject to final approval of the TSX Venture Exchange.
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.