Abacus Announces Private Placement

Abacus Mining & Exploration (TSXV: AME) announced a non-brokered private placement of up to $300,000 through issuance of up to 12,000,000 Units at $0.025 per Unit.

Rhea-AI Summary

Abacus Mining & Exploration (TSXV: AME) announced a non-brokered private placement of up to $300,000 through issuance of up to 12,000,000 Units at $0.025 per Unit. Each Unit includes one common share and one half warrant; each whole warrant is exercisable at $0.05 for 3 years from closing. Proceeds will be used for general working capital. Securities will be issued under prospectus exemptions, may include finder fees, and will be subject to a four-month hold under Canadian law. The financing is subject to TSX Venture Exchange approval. The company holds a 20% carried interest in the Ajax copper-gold project and owns the Willow copper-molybdenum property (acquired mid-2024) with a lease on adjacent Nev-Lorraine near Yerington, Nevada.

Positive

• Raises up to $300,000 of immediate working capital
• Unit pricing at $0.025 with $0.05 warrants valid 3 years
• Maintains 20% carried interest in Ajax copper-gold project

Negative

• Potential issuance of up to 12,000,000 new shares (dilution)
• Financing is subject to TSXV approval
• All securities subject to a four-month hold

Argus Dec 8 session

+3.92% close to close Open Argus

Details

News Market Reaction – ABCFF

On Dec 8, the day this news came out, ABCFF closed 3.92% above the previous close.

Data tracked by StockTitan Argus for the Dec 8 session.

Key Figures

Offering size (base): $300,000 Units offered: 12,000,000 Units Unit price: $0.025 per Unit +5 more

Offering size (base)

$300,000

Non-brokered private placement proceeds target

Units offered

12,000,000 Units

Maximum units in private placement

Unit price

$0.025 per Unit

Subscription price for the Offering

Warrant exercise price

$0.05 per share

Exercise price for each whole common share purchase warrant

Warrant term

3 years

Exercise period from closing of the Offering

Hold period

4 months

Canadian securities law hold on issued securities

Maximum Offering cap

$500,000

Threshold above which subscriptions are prorated

Ajax interest

20% carried interest

Interest in Ajax copper-gold development project

Historical Context

2 past events · Latest: Dec 08

2 events

1. Dec 08

   Private placement

   24h Move

   +3.9%

   Non-brokered private placement of units with attached warrants.

2. Dec 01

   Corporate update

   24h Move

   +12.6%

   Update on Ajax carried interest and Nevada copper-molybdenum assets.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, common share purchase warrant, prospectus exemptions, finder warrants, +1 more

5 terms

private placement financial

"Abacus Mining & Exploration Corporation ... announces a non-brokered private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

common share purchase warrant financial

"one half of one non-transferable common share purchase warrant, with each whole warrant"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

prospectus exemptions regulatory

"The Offering is being conducted pursuant to available prospectus exemptions"

Prospectus exemptions are legal rules that allow a company to sell shares or other securities without preparing the full, formal disclosure document normally required for public offerings. Think of it like buying from a short catalogue instead of a full product brochure: the paperwork is lighter and the sale can happen faster, but investors typically get less public information, so these deals can be riskier and less liquid than fully disclosed offerings.

finder warrants financial

"certain finders may receive a cash fee and/or non-transferable finder warrants"

Finder warrants are tradable rights given to a broker, advisor, or intermediary as payment for introducing new investors, allowing that finder to buy a set number of company shares at a fixed price within a defined time. They matter to investors because they can dilute existing ownership if converted and can create future selling pressure, while also signaling that the company is paying to attract capital—potential upside exists if the stock rises above the warrant price.

hold period regulatory

"All securities issued will be subject to a four month hold period under Canadian securities law"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

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Vancouver, British Columbia--(Newsfile Corp. - December 8, 2025) - Abacus Mining & Exploration Corporation (TSXV: AME) ("Abacus" or the "Company") is pleased to announce a non-brokered private placement ("Offering") for proceeds of up to $300,000 through the issuance of up to 12,000,000 units ("Units") at a price of $0.025 per Unit.

Each Unit will consist of one common share of the Company and one half of one non-transferable common share purchase warrant, with each whole warrant exercisable to purchase one common share of the Company at a price of $0.05 per common share for a period of 3 years from the date of closing of the Offering.

Proceeds from the Offering will be applied towards general working capital purposes. The Company holds a 20% interest carried to production in the advanced Ajax copper-gold development project in B.C. (see News Release dated December 1, 2025). In mid-2024 it acquired 100% 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, Nevada. 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 British Columbia 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 $500,000, Units will be allocated pro rata among all subscribers qualifying under all available exemptions, unless the Company otherwise increases the maximum Offering amount.

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.

On Behalf of the Board
ABACUS MINING & EXPLORATION CORPORATION

Paul G. Anderson, P. Geo.
President, CEO and Director
(604) 682-0301

About Abacus
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% ownership interest, together with KGHM Polska Miedź S.A. (80%), 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 December 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 Nation, community and governmental engagement in order to advance the project towards a potential resubmission of the environmental application.

Abacus also owns a 100% interest in the Willow copper-gold property located near Yerington, Nevada, and it controls the contiguous Nev-Lorraine claims subject to a ten-year lease agreement.

For the latest reports and information on Abacus' projects, please refer to the Company's website at www.amemining.com.

Forward-Looking Information
This release includes certain statements that are deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Abacus 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 changes to commodity prices, mine and metallurgical recovery, operating and capital costs, foreign exchange rates, ability to obtain required permits on a timely basis, exploitation and exploration successes, 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277165

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the size and price of the Abacus (TSXV: AME) private placement announced December 8, 2025?

The offering is up to $300,000 via up to 12,000,000 Units at $0.025 per Unit.

What does each Unit include in the Abacus (TSXV: AME) December 8, 2025 financing?

Each Unit includes one common share and one half non-transferable warrant; each whole warrant exercisable at $0.05 for 3 years.

How will Abacus (TSXV: AME) use proceeds from the December 8, 2025 private placement?

Proceeds are designated for general working capital purposes.

Will securities from the Abacus (TSXV: AME) private placement be restricted?

Yes, all securities issued will be subject to a four-month hold under Canadian securities law.

Is the Abacus (TSXV: AME) private placement finalized or conditional?

The financing is subject to TSX Venture Exchange approval and uses prospectus exemptions.

How many warrants could be exercised from the Abacus (TSXV: AME) Units and at what price?

Each Unit contains one half warrant, so up to 6,000,000 whole warrants could be exercisable at $0.05 per share for 3 years.