Mr. Pascal Hamelin reports

ABCOURT ANNOUNCES A NON-BROKERED PRIVATE PLACEMENT FOR UP TO $5.0 MILLION RESULTING IN THE CREATION OF A CONTROL PERSON

Abcourt Mines Inc. has arranged a non-brokered private placement of up to 100 million units of the corporation at a price of five cents per unit for aggregate gross proceeds of up to $5-million, as a result of which Francois Mestrallet, a director of the corporation, will become a control person of the corporation (as such term is defined in the policies of the TSX Venture Exchange).

Details of the private placement

Each unit will consist of one common share of the corporation and one common share purchase warrant. Each warrant will entitle its holder to purchase one common share at a price of six cents for a period of 36 months following the closing date of the private placement.

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 private placement is expected to close on or about March 26, 2024, and remains subject to approval of the TSX-V.

The private placement constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, since SARL FM, a corporation controlled by Mr. Mestrallet, is a related party of the corporation and will participate in the private placement. 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 per cent of the corporation's market capitalization (as determined in accordance with MI 61-101).

All securities issued in connection with the private placement will be subject to a restricted period ending on the date that is four months plus one day following the date of their issuance.

Creation of a control person

Mr. Mestrallet, a director of the corporation, wishes to participate in the private placement to support the short- and medium-term growth of Abcourt, and offered to purchase 20 million units, representing an investment of $1-million.

Mr. Mestrallet currently directly and indirectly holds 89,334,000 common shares, 19.6 million warrants to purchase common shares and 1.5 million options to purchase common shares. Following the closing of the private placement, it is expected that he will hold, directly and indirectly, 109,334,000 common shares, 39.6 million warrants to purchase common shares and 1.5 million options to purchase common shares, which will be equal to approximately 18.4 per cent of the issued and outstanding common shares on a non-diluted basis (25.1 per cent on a partially diluted basis).

Under the policies of the TSX-V, a control person is defined as any person that holds or is one of a combination of persons that hold a sufficient number of any of the securities of a corporation so as to affect materially the control of the corporation, or that holds more than 20 per cent of the outstanding voting shares of a corporation, except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

Pursuant to the policies of the TSX-V, if a transaction will result in the creation of a new control person, the TSX-V requires the corporation to obtain shareholder approval of the transaction on a disinterested basis, excluding any shares held by the proposed new control person, and its associates and affiliates.

Approval for the creation of a new control person pursuant to the private placement will be sought at a special meeting of the shareholders of the corporation to be held on April 30, 2024.

Shareholders of the corporation will be asked at the special meeting to consider and, if thought fit, to pass a resolution approving the creation of a control person. The board recommends that shareholders vote in favour of the control person resolution.

Additional information regarding the private placement and the control person resolution will be provided in the management information circular to be prepared in respect of the special meeting. The management information circular will be filed under the corporation's profile on SEDAR+ at the time that it is mailed to shareholders.

About Abcourt Mines Inc.

Abcourt Mines is a Canadian exploration corporation with strategically located properties in northwestern Quebec, Canada. Abcourt owns the Sleeping Giant mill and mine, where it concentrates its activities.

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