NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER May 7, 2007 Abacus Mining & Exploration Corp. (the "Company") (TSX.V:AME) is pleased to report that it has entered into an agreement with a syndicate of agents led by Pacific International Securities Inc. and Dundee Securities Corp. (the "Agents"), to raise up to $15,050,000 in gross proceeds by way of a commercially reasonable efforts private placement (the "Offering"). Closing of the Offering is anticipated on or before June 6, 2007.
The Company will issue up to 11,500,000 non flow-through units (the "Units") at a price of $0.70 per Unit and up to 8,750,000 flow-through units (the "Flow-Through Units") at a price of $0.80 per Flow-Through Unit. Each Unit will consist of one common share and one-half of one transferable common share purchase warrant (each whole such warrant a "Warrant"). Each Flow-Through Unit will consist of one flow-through common share and one-half of one Warrant. Each Warrant will entitle the holder to purchase one additional non-flow through common share for eighteen months from the closing date at a price of $1.25. At the election of the Agents, the non flow-through portion of the Offering may be increased by up to an additional 2,875,000 Units. This over-allotment option may be exercised at the Agents' discretion at any time up to two days prior to the closing of the Offering.
The Agents will receive a commission equal to 7.0% of the gross proceeds of the Offering, payable in cash or Units or a combination thereof at the election of the Agents. The Agents will also be granted compensation options (the "Compensation Options") equal in number to 10% of the number of Units sold under the Offering. Each Compensation Option will entitle the Agents to purchase one common share for a period of eighteen months from the Closing Date at an exercise price of $0.85.
The Company will concurrently offer, on a non-brokered basis, up to 1,000,000 flow-through units with such units having the same terms as the Flow-Through Units of the brokered private placement, for gross proceeds of up to an additional $800,000. Finders' fees on the same terms as the Agents' compensation may be payable on part of the non-brokered portion of the private placement.
Proceeds from the offering will be used to finance further exploration and development of the Company's Afton property and for general working capital. The 2007 program will focus on the Ajax deposits and will also include an extensive drill campaign on the DM-Audra and Rainbow deposits as well as our first drilling on the under explored Monte Carlo zone. Environmental baseline studies and metallurgical testing have been initiated and a Preliminary Economic Assessment will begin upon completion of the drilling with the goal to complete a Feasibility Study in 2008.
The offering is subject to receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
On Behalf of the Board,
ABACUS MINING & EXPLORATION CORPORATION
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The TSX Venture Exchange has neither reviewed or approved the accuracy or adequacy of this news release.
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