Abcourt Completes Acquisition of Pershimex by Merger

VAL D’OR, Quebec, May 11, 2023 (GLOBE NEWSWIRE) — Abcourt Mines Inc. (TSX-V: ABI) (“Abcourt” or the “Corporation”) and Pershimex Resources Corporation (TSX-V: PRO) (“Pershimex”) are pleased to announce that Abcourt has completed the previously announced acquisition of all of the issued and outstanding common shares of Pershimex (the “Pershimex Shares”) by way of a three-cornered amalgamation (the “Amalgamation”) under the Canada Business Corporations Act.

Pursuant to the Amalgamation, Abcourt acquired all of the issued and outstanding Pershimex Shares for a consideration (the “Exchange Ratio”) of 0.5712 of a common share of Abcourt (“Abcourt Shares”) for each outstanding Pershimex Share. Abcourt now owns 100% of the outstanding Pershimex Shares. On closing of the Amalgamation, Abcourt issued an aggregate of 79,294,373 Abcourt Shares to former Pershimex shareholders, who now hold approximately 18.5% of the 428,108,503 Abcourt Shares issued and outstanding, on an undiluted basis. Outstanding options and warrants to acquire Pershimex Shares have been adjusted as a result of the Amalgamation based on the Exchange Ratio and will be exercisable in the aggregate for 14,614,560 Abcourt Shares.

The delisting of the Pershimex Shares from the TSX-V is expected to occur at the close of business on or about May 18, 2023.

Full details of the Amalgamation and certain other matters are set out in the management information circular of Pershimex dated November 18, 2022 (the “Information Circular“). A copy of the Information Circular can be found under Pershimex’s profile on SEDAR at www.sedar.com or by contacting Abcourt at the number shown below.

Pershimex shareholders who have questions or who may need assistance with the completion of letters of transmittal are advised to contact Computershare Investor Services, the depository for the Amalgamation, Toll Free (North America) at 1-800-564-6253 or outside of North America at 1-514-982-7555, or by email at corporateactions@computershare.com.

About Abcourt Mines Inc.

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

For more information:

Cautionary Note Regarding Forward-Looking Statements and Information

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, statements regarding the anticipated benefits of the Amalgamation for the parties thereto and their shareholders. Although the parties each believes that such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Each party cautions investors that any forward-looking statements contained herein are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors and risks, including, risks with respect to Pershimex’s being integrated successfully in Abcourt’ business or such integration proving more difficult, time consuming or costly than expected, risks of not realizing on the potential benefits of Amalgamation, uncertainties of the global economy, market fluctuations and other risks identified it’s the disclosure documents filed by each party to the Amalgamation at www.sedar.com. This press release is not and is not to be construed in any way as, an offer or recommendation to buy or sell securities in Canada or in the United States.

Although the parties to the Amalgamation each believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual events, results and/or developments may differ materially from those in the forward-looking statements. Readers should not place undue reliance on the ’forward-looking statements contained herein. No party to the Amalgamation undertakes to update any forward-looking statement that may be made from time to time by the said party or on its behalf, except in accordance with and as required by applicable securities laws.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.