Mr. Paul Anderson reports
ABACUS ANNOUNCES INCREASE TO FINANCING
Further to the news release dated Dec. 8, 2025, Abacus Mining & Exploration Corp. is increasing the size of its non-brokered private placement from 12 million units to 13.85 million units of the company at a price of 2.5 cents per unit, for gross proceeds of up to $346,250.
Each unit will consist of one common share of the company and one-half of one non-transferable common share purchase warrant, with each warrant exercisable to purchase one common share of the company at a price of five cents per common share for a period of three years from the date of closing of the offering.
Proceeds from the offering will be applied toward general working capital purposes. The company holds a 20-per-cent interest carried to production in the advanced Ajax copper-gold development project in British Columbia (see news release dated Dec. 1, 2025). In mid-2024, it acquired 100 per cent of the Willow copper-molybdenum property, after exploring it for several years under an option, and it holds a lease on the adjacent Nev-Lorraine copper-molybdenum property, both near Yerington, Nev. Investors are referred to the company website for the latest news and project descriptions.
The offering is being conducted pursuant to available prospectus exemptions, including the exemption to existing shareholders of Abacus who are permitted to subscribe pursuant to B.C. Instrument 45-534 (Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders). If total subscriptions received for the offering exceed the maximum offering amount of $346,250, units will be allocated pro rata among all subscribers qualifying under all available exemptions, unless the company otherwise increases the maximum offering amount.
Certain insiders of the company may acquire securities under the offering. Any such participation will be considered to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company expects that the offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the company is listed on the TSX Venture Exchange, and neither the expected fair market value of securities being issued to related parties, nor the consideration being paid by related parties would exceed 25 per cent of the company's market capitalization. The company will file a material change report in respect of the offering. However, the material change report may be filed fewer than 21 days prior to the closing of the offering, which is consistent with market practice and the company deems reasonable in the circumstances.
The financing is subject to TSX Venture Exchange approval. In connection with the offering, certain finders may receive a cash fee and/or non-transferable finder warrants. All securities issued will be subject to a four-month hold period under Canadian securities law.
About Abacus Mining & Exploration Corp.
Abacus is a mineral exploration and mine development company currently focused on copper and gold in B.C. and Nevada. The company's main asset is a 20-per-cent ownership interest, together with KGHM Polska Miedz SA (80 per cent), in the proposed copper-gold Ajax mine located southwest of Kamloops, B.C., which has undergone a joint provincial and federal environmental assessment process. On Dec. 14, 2017, a decision was made by the B.C. Minister of Environment and Climate Change Strategy and the Minister of Energy, Mines and Petroleum Resources to decline to issue an environmental assessment certificate for the project. KGHM continues to work to facilitate first nations, community and governmental engagement to advance the project toward a potential resubmission of the environmental application.
Abacus also owns a 100-per-cent interest in the Willow copper-gold property located near Yerington, Nev., and it controls the contiguous Nev-Lorraine claims subject to a 10-year lease agreement.
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