| ||February 17, 2006|
Abacus Closes $14.5 Million Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES|
Abacus Mining and Exploration Corp. ("Abacus") (AME-TSX.V) announces that the private placement with a syndicate of agents led by Salman Partners Inc. and including Pacific International Securities Inc. (the "Agents"), announced on January 17, 2006 and amended January 26, 2006, has now closed. The Company issued 20,000,000 Units at a price of $0.60 and 3,571,430 Flow-Through Units at a price of $0.70 per Unit to raise gross proceeds of $14.5 million.
Each Unit consists of one common share and one-half of one common share purchase warrant. Each Flow-Through Unit consists 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 Agents received a cash commission of $942,500 and 2,357,143 Agents' Warrants. 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.
All of the securities issued have a hold period expiring June 17, 2006.
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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