Abcourt Mines Inc V.ABI

Early warning report - Jan. 14 (Re: JDM)

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fyi

DATED: January 14, 2011.

AMENDED EARLY WARNING REPORT AND PRESS RELEASE FILED

PURSUANT TO

NATIONAL INSTRUMENT 62-103

1. Name and address of the offeror:

Joe Dwek Management Consultants Inc. (“JDM”)

1110 Finch Avenue West, Suite 210

Toronto, ON M5A 2K7

2. Name of reporting issuer with respect to which this report is filed:

Abcourt Mines Inc. (“Abcourt”)

3. Designation and number or principal amount of securities and the offeror’s

security-holding percentage in the class of securities of which the offeror acquired

ownership or control in the transaction or occurrence giving rise to the obligation to

file the news release and whether it was ownership or control that was acquired in

those circumstances:

JDM has indirect control and direction over 12,038,328 common shares of Abcourt (the

“Shares”), 305,882 options to purchase units (the “Units”) comprised of one share and

one warrant with a total number of 305,882 underlying warrants to purchase shares, and

8,175,312 warrants to purchase shares (the “Warrants”) representing approximately

17.72% of the outstanding Shares on a partially diluted basis.

4. Designation and number or principal amount of securities and the offeror’s

securityholding percentage in the class of securities immediately after the

transaction or occurrence giving rise to obligation to file the news release.

As set out in paragraph 3 above.

5. Designation and number or principal amount of securities and the percentage of

outstanding securities of the class of securities referred to in paragraph (4) over

which:

(a) the offeror, either alone or together with any joint actors, has ownership and

control

Not applicable.

(b) the offeror, either alone or together with any joint actors, has ownership but

control is held by other persons or companies other than the offeror or any

joint actor, and

(c) Joe Dwek Management Consultants Inc. 2007 has exclusive control of the

Abcourt securities set out in paragraph three but it does not have ownership of

the same

(d) the offeror, either alone or together with any joint actors, has exclusive or

shared control but does not have ownership

Not applicable.

6. Name of the market in which the transaction or occurrence that gave rise to the

news release took place.

6,896,551 units, each unit comprised of one common share and one-half (1/2) of one

warrant, were acquired in private placement at a price of
.145 each on December 30,

2010. 1,851,851 units, each unit comprised of one common share and one warrant, were

acquired in private placement at a price of
.135 each on December 30, 2010. 2,300,910

Shares were sold on the open market at a price of
.12 per Share on December 29, 2010.

The reporting issuer’s shares trade on the TSX Venture Exchange under the call symbol

ABI.

7. Purpose of the offeror and any joint actors in effecting the transaction or

occurrence that gave rise to the news release, including any future intention to

acquire ownership of, or control over, additional securities of the reporting issuer.

JDM intends to hold the securities for investment purposes. JDM may, depending on

market and other conditions, increase its beneficial ownership, control or direction over

the common shares or other securities of Abcourt, through market transactions, private

agreements, treasury issuances, exercise of convertible securities or otherwise.

8. General nature and the material terms of any agreement, other than lending

arrangements, with respect to securities of the reporting issuer entered into by the

offeror, or any joint actor, and the issuer of the securities or any other entity in

connection with the transaction or occurrence giving rise to the news release,

including agreements with respect to the acquisition, holding, disposition or voting

of any of the securities.

Not applicable.

9. Names of any joint actors in connection with the disclosure required by this report.

As set out in paragraph 5(c).

10. In the case of a transaction or occurrence that did not take place on a stock

exchange or other market that represents a published market for the securities,

including an issuance from treasury, the nature and value of the consideration paid

by the offeror.

Not applicable.

11. If applicable, a description of any change in any material fact set out in a previous

report by entity under the early warning requirements or Part 4 of National

Instrument 62-103 in respect of the reporting issuer’s securities.

Not applicable.

DATED: January 14, 2011.

Joe Dwek

President: Joe Dwek Management Consultants Inc.