Core Viewpoint - Abcourt Mines Inc. is initiating a non-brokered private placement of a secured convertible debenture to raise gross proceeds of $3,000,000, alongside a secured financing facility of $8 million and a non-brokered equity financing of $1,000,000, aimed at restarting the Sleeping Giant mine and mill [1][6][11][14]. Debenture Offering - The debenture will have an interest rate of SOFR plus 10% per annum and will mature in four years [2] - The principal amount can be converted into common shares at a price of $0.05 per share in the first year and $0.10 per share in subsequent years [2] - The debenture will be purchased by François Mestrallet, a director of the Corporation, constituting a related party transaction [3] - The Corporation will rely on exemptions from formal valuation and minority shareholder approval requirements as the transaction does not exceed 25% of its market capitalization [4] Financing Facility - The Corporation plans to close a secured financing facility with Nebari Natural Resources Credit Fund II, LP for $8 million, with an interest rate of SOFR plus 12% and a term of 36 months [6] - The Corporation has the option to prepay the outstanding principal amount after 365 days, subject to a minimum prepayment of $1,000,000 [7] - The Lender will receive 87,040,000 warrants, each exercisable for one common share at an exercise price of $0.0625 for 36 months [8] Equity Financing - The Corporation intends to close a tranche of non-brokered equity financing for gross proceeds of $1,000,000, selling units at a price of $0.05 per unit [11] - Each unit will consist of one common share and one common share purchase warrant, with the warrant exercisable at $0.08 for 36 months [12] - If the trading price of common shares exceeds $0.12 for 20 consecutive trading days, the Corporation may accelerate the expiry date of the unit warrants [13] Use of Proceeds - The net proceeds from the debenture offering, financing facility, and private placement will be used to restart the Sleeping Giant mine and mill, repay outstanding payables, and for general corporate purposes [14]