Mr. Pascal Hamelin reports

ABCOURT ANNOUNCES BINDING TERM SHEET WITH GLENCORE AG FOR SENIOR DEBT FINANCING AND OFFTAKE AGREEMENT

Abcourt Mines Inc. has entered into a binding term sheet with Glencore AG for a senior debt financing in the principal amount of up to $30-million (U.S.) and an accompanying offtake agreement.

Key financing points:

• The financing will be provided by Glencore in two tranches for aggregate gross proceeds of up to $30-million (U.S.):
  • Tranche A: $18,125,000, available to be drawn on the closing date (as defined below);
  • Tranche B: up to $11,875,000, available to be drawn at the corporation's option between Dec. 1, 2026, and Jan. 31, 2027.
• The corporation intends to use the proceeds of the financing to: (i) repay higher-cost debt in order to reduce its cost of capital and strengthen liquidity; (ii) finance exploration work and capital expenditures at its Flordin project (including worker camp, hoist, tailings and related infrastructure); and (iii) provide additional working capital.
• The financing will mature on the date that is 60 months after the closing date and bear interest from the closing date until repayment in full at a rate equal to one-month SOFR (secured overnight financing rate) plus 2.5 per cent per annum, payable monthly starting after the first anniversary of the closing date.
• Glencore will have the right to participate in any future equity financings of the corporation, on equivalent terms, the right to top up its interest in the event of other equity security issuances of the corporation and certain other investor rights.
• Subject to the approval of the TSX Venture Exchange, on the closing date, the corporation will issue to Glencore 68,905,000 warrants of the corporation.
• Each warrant will have a 60-month term and will be exercisable to acquire one common share of the corporation at 15 cents during the first 36 months and thereafter at an exercise price of 20 cents per warrant share for the remainder of the 60-month term.
• The warrants and any warrant shares issuable upon exercise thereof will be subject to a statutory hold period in Canada of four months and one day from the date of issuance of the warrants.

Key offtake points:

• Dore offtake from Sleeping Giant mine:
  • Glencore will purchase 100 per cent of the gold and silver dore production for the duration of the offtake;
  • The offtake will have a minimum term of six years and will remain in effect until an aggregate of 150,000 ounces of gold have been delivered to Glencore;
  • Thereafter, Glencore will be granted a right of first refusal (ROFR), which will continue until Glencore elects not to exercise its ROFR for a period of two consecutive years;
  • Pricing will be based on the average of the official LBMA morning/afternoon price for gold and silver;
• Right of first offer with respect to financing of and offtake of all mineral product to be sold from Flordin-Cartwright:
  • Glencore will purchase all mineral products produced from the Flordin-Cartwright property from the commencement of production until the date that is eight years after commercial production is declared;
  • Pricing will be based on the average LBMA prices for precious metals and average LME cash settlement prices for critical metals;
• Right of first refusal with respect to offtakes of all mineral product to be sold from all other properties of Abcourt.

Pascal Hamelin, president and chief executive officer, stated: "This transaction demonstrates the potential of delivering precious and critical minerals to our partner within the next few years. It also allows us to replace existing debt with lower-interest debt on a longer amortization period while allowing the flexibility to accelerate repayment in a high-gold-price environment. This facility will also provide more flexibility to increase drilling at Flordin and to accelerate the drilling and development of Sleeping Giant at depth."

The transaction is expected to close on or about Jan. 10, 2026, and remains subject to certain conditions, including the execution of definitive financing agreements, the offtake agreement, an intercreditor agreement between Glencore and the corporation's existing creditors, and other definitive transaction documents, as well as the receipt of all necessary approvals, including the approval of the TSX-V.

About Abcourt Mines Inc.

Abcourt Mines is a Canadian gold development company with properties strategically located in Northwestern Quebec, Canada. Abcourt owns the Sleeping Giant mine and mill as well as the Flordin property, where it focuses its development activities.

We seek Safe Harbor.