Mr. Pascal Hamelin reports

ABCOURT CLOSES US$ 30M SENIOR DEBT FINANCING AND OFFTAKE AGREEMENT WITH GLENCORE

Abcourt Mines Inc. closed today its previously announced transaction with Glencore AG comprising a senior secured debenture in the principal amount of up to $30-million (U.S.) and various accompanying agreements, including an offtake agreement on all products from the corporation's Sleeping Giant mine. The transaction was previously announced on Dec. 22, 2025.

A first tranche of $18,125,000 (U.S.) was made available to Abcourt by Glencore. A second tranche of up to $11,875,000 (U.S.) is available to be drawn at the corporation's option in December, 2026, or January, 2027.

Concurrently with the debenture, Abcourt and Glencore entered into an offtake agreement whereby Glencore will purchase 100 per cent of the gold (Au) and silver (Ag) dore production from the Sleeping Giant mine for a minimum term of six years.

Abcourt and Glencore also entered into agreements granting Glencore certain offtake and financing rights from the Flordin-Cartwright project and other Abcourt properties.

Pascal Hamelin, president and chief executive officer of Abcourt, said: "We are extremely pleased to enter this partnership with such a major player in our industry. Not only can Glencore help us with their knowledge and expertise in many fields, but they can also help us realize the full potential of many of our great assets by leveraging their current processing operations. They have the means to help us start the Flordin project much faster and to advance our base metal projects like Barvue or Aldermac. Having a partner with financial resources that specially requested a right to participate on all our subsequent financing packages is securing the future of our company and bringing predictability to our shareholders."

Toby Spittle of Glencore commented, "We are pleased to work with Abcourt on Sleeping Giant and look forwards to supporting them in their work to bring further projects into production and deliver additional critical minerals to market."

The corporation intends to use the proceeds of the debenture 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 Sleeping Giant project (including worker camp, hoist, tailings and related infrastructure), and (iii) provide additional working capital.

The debenture will mature on Jan. 31, 2031, and bears interest 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 on March 1, 2027.

In accordance with the terms of the debenture, the corporation entered into security arrangements with Glencore to register a second ranking security, subject to certain permitted liens, on the universality of the corporation's movable and immovable property, corporeal and incorporeal, present and future, of any nature whatsoever and wheresoever situated, including real property interests, mining rights, inventory, and equipment.

Under the terms of an investor rights agreement executed concurrently with the debenture, Abcourt also granted Glencore 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.

The corporation issued 68,905,000 non-transferable warrants to Glencore on the closing date. Each warrant is exercisable to acquire one common share of the corporation at an exercise price of 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 remain subject to the final approval of the TSX-V. The warrants and any warrant shares issuable upon exercise thereof are subject to a statutory hold period in Canada expiring on May 31, 2026.

Conversion of debenture

The corporation is also pleased to report that Francois Mestrallet, director of the corporation, elected to convert its convertible debenture in the amount of $3-million at a price of five cents per common share for a total of 60 million common shares. Prior to the conversion of his debenture, Mr. Mestrallet held, together with his associates and affiliates, 160,686,000 common shares, 107.1 million warrants and 3.25 million stock options and the debenture convertible into up to 60 million common shares of the corporation, which represented 14,20 per cent of the 1,131,453,720 common shares then issued and outstanding, on a non-diluted basis (25,43 per cent assuming the exercise of the convertible securities). As a result of the conversion, Mr. Mestrallet holds, together with his associates and affiliates, 220,686,000 common shares and 107.1 million warrants and 3.25 million stock options, which represent 18,52 per cent of the 1,191,453,720 common shares currently issued and outstanding, on a non-diluted basis (25,43 per cent assuming the exercise of the convertible securities).

Mr. Mestrallet intends to hold his securities of the corporation for investment purposes and may, depending on certain circumstances, including market conditions, increase or decrease his beneficial ownership of or control over the corporation's securities.

The Form 62-103F1 -- Required Disclosure under the early warning requirements associated with this news release can be obtained from the corporation's profile on SEDAR+. To obtain a copy of the report, please contact Pascal Hamelin, president and chief executive officer of Abcourt, at 819-768-2857 or phamelin@abcourt.com.

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.

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