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  4. [D/A] ABACUS MINING & EXPLORATION CORP SEC Filing

Abacus Mining & Exploration Corp (ABCFF) reports $160,197 raised in unit offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D/A

Rhea-AI Filing Summary

Abacus Mining & Exploration Corp, a British Columbia corporation, filed an updated notice for a private exempt offering under Rule 506(b) of Regulation D. The company is selling unit securities consisting of one common share and one-half common share purchase warrant, with each whole warrant exercisable at CAD$0.05 for 36 months. As of this notice, Abacus Mining has sold $160,197 USD of securities, with up to an additional $200,246 USD tied to the maximum potential exercise price of the warrants, based on an exchange rate of C$1.3627 = US$1.00. No finders’ fees are reported, and issuer size and detailed use of proceeds are not disclosed.

Positive

  • None.

Negative

  • None.
Total Amount Sold $160,197 USD Securities sold in the exempt unit offering as disclosed in Item 13
Total Remaining (Warrant Exercise Potential) $200,246 USD Maximum potential exercise price of warrants related to the units
Warrant Exercise Price CAD$0.05 Exercise price per share for each whole common share purchase warrant
Warrant Term 36 months Duration during which each whole warrant is exercisable
Exchange Rate C$1.3627 = US$1.00 Rate used to relate warrant exercise amounts in CAD to USD
Finders’ Fees $0 USD Amount of finders’ fees reported for the exempt offering
Form D regulatory
"FORM D Notice of Exempt Offering of Securities"
Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.
Rule 506(b) regulatory
"Federal Exemption(s) and Exclusion(s) Claimed X | Rule 506(b)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
unit offering financial
"Other (describe) | Unit offering; each Unit consisting of one common share"
common share purchase warrant financial
"one common share and one-half common share purchase warrant; each whole warrant exercisable"
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.
covered securities regulatory
"If the securities that are the subject of this Form D are "covered securities""
National Securities Markets Improvement Act of 1996 regulatory
"limits Section 102(a) of the National Securities Markets Improvement Act of 1996"
A federal law that harmonizes and simplifies securities regulation by reducing conflicting state rules and giving the U.S. Securities and Exchange Commission primary authority over many aspects of securities offerings and investment adviser registration. Think of it as replacing a patchwork of local traffic laws with one consistent highway code — it lowers compliance costs and makes transactions more predictable, while investors should watch how it balances streamlined markets against the level of state-level protections.

FAQ

What type of securities is Abacus Mining & Exploration Corp (ABCFF) offering?
Abacus Mining is offering units, with each unit consisting of one common share and one-half common share purchase warrant. Each whole warrant is exercisable at CAD$0.05 for 36 months, creating potential additional capital if investors exercise their warrants.

How much has Abacus Mining & Exploration Corp (ABCFF) sold in its exempt offering?
Abacus Mining has sold $160,197 USD in its exempt securities offering to date. This amount reflects completed sales of the units described, under an exemption claimed pursuant to Rule 506(b) of Regulation D in the United States.

What is the remaining potential amount in Abacus Mining’s (ABCFF) offering?
The company discloses a remaining amount of $200,246 USD, representing the maximum potential exercise price of the warrants. This figure would only be realized if all related warrants are exercised, based on an exchange rate of C$1.3627 = US$1.00.

Under which SEC exemption is Abacus Mining & Exploration Corp (ABCFF) conducting this offering?
Abacus Mining is conducting the offering under Rule 506(b) of Regulation D. This rule permits certain private offerings to qualified investors without full SEC registration, subject to specific conditions on solicitation and investor qualifications.

What is the warrant structure in Abacus Mining’s (ABCFF) unit offering?
Each unit includes one common share and one-half of a common share purchase warrant. Every whole warrant can be exercised at CAD$0.05 per share for 36 months, potentially increasing Abacus Mining’s capital if investors exercise their warrants.

Are there any finders’ fees in Abacus Mining & Exploration Corp’s (ABCFF) exempt offering?
The company reports $0 USD in finders’ fees for this offering. This disclosure indicates no amounts have been allocated or paid as finder compensation in connection with the private placement described.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001284237
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
ABACUS MINING & EXPLORATION CORP
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, CANADA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ABACUS MINING & EXPLORATION CORP
Street Address 1 Street Address 2
SUITE 1500, 701 WEST GEORGIA STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
VANCOUVER BRITISH COLUMBIA, CANADA V7Y 1C6 000000-0000

3. Related Persons

Last Name First Name Middle Name
Anderson Paul G.
Street Address 1 Street Address 2
701 W Georgia Street Suite 1500
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V7Y 1C6
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McInnis Michael
Street Address 1 Street Address 2
701 W Georgia Street Suite 1500
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V7Y 1C6
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McKeever Thomas
Street Address 1 Street Address 2
701 W Georgia Street Suite 1500
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V7Y 1C6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Spong Kerry
Street Address 1 Street Address 2
701 W Georgia Street Suite 1500
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V7Y 1C6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
King Adrian
Street Address 1 Street Address 2
701 W Georgia Street Suite 1500
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V7Y 1C6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Makela Niina
Street Address 1 Street Address 2
701 W Georgia Street Suite 1500
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V7Y 1C6
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
X
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

New Notice Date of First Sale 2024-08-20 First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Unit offering; each Unit consisting of one common share and one-half common share purchase warrant; each whole warrant exercisable at CAD$0.05 for 36 months

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $360,443 USD
or Indefinite
Total Amount Sold $160,197 USD
Total Remaining to be Sold $200,246 USD
or Indefinite

Clarification of Response (if Necessary):

Total amount remaining to be sold represents maximum potential exercise price of warrants. C$1.3627=US$1.00

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
9

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Abacus Mining & Exploration Corp /s/ Niina Makela Niina Makela CFO 2026-08-11

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR