Abacus increases private placement to $346,250

Executive Summary

• Abacus Mining & Exploration Corp. is increasing its non-brokered private placement from 12 million to 13.85 million units, raising up to $346,250 in gross proceeds.
• Each unit is priced at 2.5 cents and includes one common share plus one-half of a non-transferable warrant exercisable at 5 cents per share for three years.
• Proceeds will fund general working capital, with the offering subject to TSX Venture Exchange approval and pro rata allocation if oversubscribed.

Key Details

• Offering Size Increase: Raised from 12 million units to 13.85 million units.
• Price & Proceeds: 2.5 cents per unit; gross proceeds of up to $346,250.
• Unit Composition: 1 common share + 0.5 non-transferable common share purchase warrant per unit.
• Warrant Terms: Exercisable at 5 cents per common share for a period of 3 years from closing.
• Use of Proceeds: General working capital.
• Subscription & Allocation: If total subscriptions exceed the maximum offering amount, units will be allocated pro rata among all qualifying subscribers.
• Regulatory Exemptions: Conducted under available prospectus exemptions, including B.C. Instrument 45-534 for existing security holders.
• Insider Participation: Allowed and classified as a related-party transaction under MI 61-101; exempt from formal valuation and minority shareholder approval requirements due to TSXV listing and transaction value being under 25% of market cap.
• Regulatory Filings: A material change report will be filed, potentially fewer than 21 days prior to closing.
• Exchange Approval: Subject to TSX Venture Exchange approval.
• Finder Compensation: Finders may receive a cash fee and/or non-transferable finder warrants.
• Hold Period: All securities subject to a 4-month hold period under Canadian securities law.
• Project Portfolio Context: Company holds a 20% carried interest in the Ajax Cu-Au project (B.C.) and 100% interest in the Willow Cu-Mo property plus a lease on the adjacent Nev-Lorraine Cu-Mo property (Nevada).