VANCOUVER, B.C. December 21, 2009 - Abacus Mining & Exploration Corporation (the "Company" or "Abacus") (TSX.V:AME) is pleased to announce that it has filed a final prospectus in each of the Provinces of Canada, other than Québec, in connection with an offering of 18,882,500 units (the "Units") and 11,900,000 flow-through common shares (the "Flow-through Shares"), on a best efforts basis, at a price of C$0.20 per Unit and C$0.25 per Flow-through Share for aggregate gross proceeds to the Company of C$6,751,500 (the "Offering"). The Offering is being conducted through a syndicate of agents ("Agents") co-led by Haywood Securities Inc. and Canaccord Financial Ltd.
Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at a price per Common Share of C$0.30 for a period of 36 months following the closing date of the Offering. In addition, the Company has granted the Agents an over-allotment option (the "Option") to increase the size of the Offering by 15% on the same terms. The Option may be exercised, in whole or in part, at any time up to the closing date of the Offering. The Company has agreed to pay the Agents a 7.0% cash commission as well as compensation options entitling the Agents to purchase that number of Units of the Company equal to 6.0% of the aggregate number of Units and Flow-through Shares sold under the Offering at an exercise price of C$0.20 per Unit for a period of 36 months following the closing date of the Offering. The Offering is expected to close no later than December 31, 2009.
The gross proceeds from the sale of Flow-through Shares will be used to incur Canadian Exploration Expenses (as defined under the Income Tax Act (Canada)) at the Company's Afton-Ajax project. The net proceeds from the sale of Units will be used for working capital and general corporate purposes, including advancing the pre-feasibility study on the Ajax project.
The Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The Units and Flow-through Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States, or to or for the account or benefit of, U.S. persons without registration or pursuant to an applicable exemption from U.S. registration requirements.
This press release does not constitute an offer to sell, nor is it a solicitation of an offer to buy, securities.
About the Company
Abacus is an exploration and development company with a 43-101 compliant positive preliminary economic assessment report (announced June 22, 2009) for its Ajax copper/gold project located 10 kilometres southwest of Kamloops, British Columbia. The report contemplates a 60,000 tonne per day operation producing an average 106 million pounds of copper and 99,400 ounces of gold in concentrate annually. Sensitivity analyses approximating metal prices (US$2.75 per pound copper and US$1,000 per ounce gold) in the assessment indicate a NPV of $1.2 billion discounted 8% over a 23 year mine life, with an IRR of 31.3%, cash costs of $0.90 per pound copper, and payback of 2.3 years. The Ajax extension remains open along strike and at depth. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Eco Tech Laboratory Ltd. of Kamloops, B.C., will complete all of Abacus' analytical work on the project. A quality-control program, using specific standards and blank samples is in place. Robert G. Friesen, P.Geo., the Company's Senior Geologist, is the Qualified Person responsible for the design and conduct of the work performed.
On Behalf of the Board
ABACUS MINING & EXPLORATION CORPORATION
President and Chief Executive Officer
Contact: Director of Investor Relations - Donna Yoshimatsu, 416-722-2456
or Investor Relations - Tim Mikula, 866-834-0301
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Abacus Mining and Exploration Corporation (the "Company") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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