Announcement • May 12

Abcourt Mines Inc. (TSXV:ABI) completed the acquisition of Pershimex Resources Corporation (TSXV:PRO).

Abcourt Mines Inc. (TSXV:ABI) entered into a non-binding letter of intent to acquire Pershimex Resources Corporation (TSXV:PRO) for CAD 5.2 million on June 9, 2022. Abcourt Mines Inc. entered into a definitive amalgamation agreement to acquire Pershimex Resources Corporation on November 18, 2022. Pershimex shareholders will receive 0.5712 pre-consolidation common shares of Abcourt in exchange for each common share of Pershimex. Pursuant to the proposed transaction, the combined company will be 81.2% owned by Abcourt shareholders and 18.8% owned by Pershimex shareholders. Under the terms of the merger agreement, Pershimex shareholders will receive 0.0816 of an Abcourt Share (post-Consolidation) for each Pershimex Share (the “Exchange Ratio”). Outstanding Pershimex warrants and options will be exercisable in accordance with their terms into Abcourt Shares, subject to the Exchange Ratio and Consolidation. Concurrent and prior to closing the transaction, Abcourt intends to complete a share consolidation on the basis of 7 existing Abcourt common shares for each post-consolidation common share (the “Share Consolidation”). The proposed consolidation will reduce the number of outstanding Abcourt Shares from 348 million to 49.83 million. Pursuant to the transaction, Abcourt will issue approximately 11,327,777 new Abcourt Shares (post-Consolidation) and up to approximately 2,210,194 additional Abcourt Shares (post-Consolidation) assuming the exercise of all Pershimex options and warrants. The transaction represents approximately 18.52% dilution to Abcourt shareholders (or approximately 21.36% assuming the exercise of all Pershimex options and warrants). In addition, Abcourt intends to change its name to “Infinitas Gold inc. / Infinitas Or inc.” and its trading symbol to “IN”. The Consolidation and Name Change are subject to the TSX Venture Exchange’s (“TSX-V”) approval and Abcourt shareholders’ approval. If transaction terminated by Pershimex Resources, then a termination fee in the amount of CAD 250,000 will be paid by Pershimex to Abcourt while Abcourt shall pay a termination fee of CAD 250,000 to Pershimex as well. In connection with the proposed transaction, Pershimex will have the right to nominate one director to the board of directors of Abcourt. Pascal Hamelin, Chairman and CEO of Abcourt, also serves as a director of Pershimex. Post-acquisition, the Pershimex Shares will be delisted from the TSX-V.The proposed transaction will be subject to Abcourt and Pershimex entering into an amalgamation agreement. The parties will use their best efforts to negotiate and finalize the amalgamation agreement and other transaction documents on or before June 30, 2022, or such other date as mutually agreed by Abcourt and Pershimex. Closing of the transaction will be subject to numerous approvals including, but not limited to the approval of at least two-thirds of Pershimex shareholders, the approval of the Abcourt Board, the approval of the Consolidation Resolution and Name Change Resolution by the Abcourt Shareholders, the approval of the TSXV of the listing, customary regulatory and stock exchange approvals. Other closing conditions of the transaction include the nomination of Loïc Bureau, a current director of Pershimex, to the board of directors of Abcourt, the approval of the Consolidation and Name Change by the Abcourt shareholders. As of July 5, 2022, both parties have agreed to extend the date in order to finalize the merger agreement and other documents related to the transaction. By mutual agreement, the exclusivity with Abcourt is also extended for the time necessary to establish the final terms of the transaction. As of November 21, 2022, some large Pershimex shareholders, together representing approximately 21.52% of the Pershimex Shares have entered into voting support agreements with Abcourt to vote their Pershimex Shares in favour of the transaction. The board of directors of Pershimex has formed a special committee which unanimously recommended that the Pershimex Board approve the transaction. The board of directors of Pershimex unanimously approved the transaction. The shareholders meeting of Pershimex is scheduled on December 27, 2022. As of December 20, 2022, Shareholders approved the appointment of Raymond Chabot Grant Thornton, Professional Chartered Accountants, as auditors of the Corporation and the shareholders elected each of the nominees presented in the management circular relating to the Meeting, namely: Pascal Hamelin Chief Executive Officer since April 2022, Daniel Adam, René Branchaud, Renaud Hinse, François Mestrallet, Nicole Veilleux and Loïc Bureau. The Board has appointed Pascal Hamelin as President and Chief Executive Officer, Christine Lefebvre as Chief Financial Officer, François Mestrallet as Chairman and Julie Godard, as Corporate Secretary. Also, the following directors were appointed as members of the Board committees: Nicole Veilleux, Daniel Adam and Loïc Bureau on the Audit Committee; René Branchaud, Nicole Veilleux and François Mestrallet on the Compensation Committee; Pascal Hamelin, Daniel Adam, Renaud Hinse and Loïc Bureau on the Technical Committee (health, safety and environment) and François Mestrallet, Nicole Veilleux and René Branchaud on the new Governance Committee. The transaction was approved by the shareholders of Pershimex on December 27, 2022. The transaction is expected to complete by September 30, 2022. Given the current equity market situation affecting Canadian capital markets and more specifically the mining exploration industry, Abcourt and Pershimex Resources Corporation have agreed to extend the closing date of the merger by 60 days, until April 29, 2023. As of April 24, 2023, the transaction is expected to close no later than May 15, 2023.Red Cloud Securities Inc. acted as the financial advisor to Abcourt, and Lavery de Bill, L.L.P. acted as the legal advisor to Abcourt in connection with the transaction. Laurentian Bank Securities, Inc. acted as fairness opinion provider to Pershimex Resources. Pierre-Hubert Séguin of Langlois Lawyers LLP acted as legal advisor to Pershimex Resources. Computershare Investor Services Inc. acted as transfer agent to Abcourt.Abcourt Mines Inc. (TSXV:ABI) completed the acquisition of Pershimex Resources Corporation (TSXV:PRO) on May 11, 2023. Abcourt issued an aggregate of 79,294,373 Abcourt Shares to former Pershimex shareholders, who now hold approximately 18.5% of Abcourt shares issued and outstanding. Abcourt now owns 100% of the outstanding Pershimex shares. The delisting of Pershimex shares from the TSX-V is expected to occur at the close of the business on or about May 18, 2023.

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