Abcourt Closes a First Tranche of the Private Placement of Units Previously Announced, for an Amount of $1,436,234

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Summary

Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.06 for a period of 36 months following the closing date of the Offering.Abcourt paid finders fees in an amount of $500 and issued 10,000 finder warrants to Red Cloud Securities Inc., who assisted Abcourt by introducing a subscriber to the Corporation in connection with the Offering.It is expected that the net proceeds from the Offering 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 constitutes a related party transaction within the meaning of Multilateral Instrument 61101 - Protection of Minority Security Holders in Special Transactions (MI 61101) as a result of the purchase of 12,751,688 Units by associates and affiliates of Fran\xe7ois Mestrallet, a related party of the Corporation. The Corporation has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61101 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).Following the closing of this first tranche of the Offering, Fran\xe7ois Mestrallet holds, together with his associates and affiliates, 104,700,688 Common Shares, 45,251,688 warrants to purchase Common Shares and 1,500,000 options to purchase Common Shares or 19.99% of the 523,503,447 Common Shares currently issued and outstanding on a non-diluted basis (26,56% assuming the exercise of the convertible securities).A second closing of the Offering is expected to take place on May 1, 2024, whereby associates and affiliates of Fran\xe7ois Mestrallet intend to purchase 7,648,312 additional Units, subject to receiving disinterested shareholders approval for the creation of a Control Person (as such term is defined under the policies of the TSXV). 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 Abcourts profile on www.sedarplus.ca, or contact: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. 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 Corporations public documents filed on SEDAR+ at www.sedarplus.ca. 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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