NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Abacus Mining and Exploration Corp. ("Abacus") (AME-TSXV) is pleased to report that it has entered into an agreement with a syndicate of agents led by Salman Partners Inc. and including Pacific International Securities Inc. (the "Agents"), to raise up to $10,000,000 in gross proceeds by way of a best efforts private placement. The Closing Date is anticipated to be on or before February 16, 2006.
The Company will issue up to 13,333,350 Units at a price of $0.60 per Unit and up to 2,857,150 Flow- Through Units at a price of $0.70 per Flow-Through Unit. Each Unit will consist of one common share and one-half of one common share purchase warrant. Each Flow-Through Unit will consist of one common share issued on a flow-through basis and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share for a period of two years from the Closing Date at a price of $0.85. The Units' portion of the Offering may, at the election of the Agents, be increased by up to an additional $2.0 million in the event that subscriptions are received for greater than $8.0 million in Units. The Agents' oversubscription option shall be exercisable at the Agents' discretion and with notice to the Company at least two days prior to the Closing Date.
The Agents will receive a cash commission equal to 6.5% of the gross proceeds from the sale of the offering. The Agents will also be granted non-transferable warrants equal in number to 10% of the number of Units and Flow-Through Units sold. Each Agents' Warrant will entitle them to purchase one additional common share for a period of two years from the Closing Date at an exercise price of $0.75. Proceeds from the offering will be used to finance further exploration on the Afton Project and for general working capital.
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
Doug Fulcher, President
Abacus Mining and Exploration Corp.
Doug Fulcher or Paddy Nicol
Fax: (604) 682-0307
This news release, required by applicable Canadian laws, is not for distribution to U.S. news wire services or for dissemination in the United States, and does not constitute an offer to sell or a solicitation of an offer to sell any of the 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 not reviewed and does not accept the responsibility for the adequacy or accuracy of this news release.
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