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Aben Gold Corp. (TSX-V: ABM) (OTCID: ABNAF) (Frankfurt: ML1) ("Aben" or "the Company") is pleased to announce that it proposes to complete a non-brokered private placement financing to raise gross proceeds of up to $1.5 million (the "Offering") by the issuance of up to 7.5 million flow-through units (the "FT Units") at a price of $0.20 per unit.
Each FT Unit will consist of one flow-through common share in the capital of the Company (each, a "Common Share") that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") (each, a "FT Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant").
Each Warrant will entitle the holder thereof to acquire one non-flow-through Common Share (each, a "Warrant Share") at an exercise price of $0.30 per Warrant Share for a period of 24 months following the closing of the Offering. In the event that, after the statutory hold period has expired, the closing price of the Issuer's common shares on any other stock exchange on which the Issuer's common shares are then listed, is at a price equal to or greater than $0.50 for a period of ten (10) consecutive trading days, the Issuer will have the right to accelerate the expiry date of the Warrants.
The securities issued pursuant to the Offering will be subject to a hold period of four months and one day from issuance, pursuant to applicable Canadian securities laws.
The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" for the purposes of the Tax Act on or before December 31, 2027. Such gross proceeds will be renounced in favour of the purchasers with an effective date of not later than December 31, 2026, in an aggregate amount equal to the total amount of the gross proceeds from the sale of FT Shares under the Offering.
The Company intends to use the proceeds of the Offering primarily for conducting exploration and drilling on the Company's Justin gold tungsten property located within the Tombstone Gold Belt in southeastern Yukon Territory, Canada.
In connection with the Offering, the Company may pay finder's fees in cash or securities, or a combination of both, as permitted by the policies of the TSX Venture Exchange (the "Exchange") and applicable securities laws. All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day following the closing date of the Offering in accordance with applicable Canadian securities laws and the policies of the Exchange. The closing of the Offering is subject to receipt of approval of the TSX Venture Exchange.
The issuance of the securities under the Offering may constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") due to the expected participation by one or more insiders of the Company in the Offering. These transactions will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions provided under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of any securities issued to nor the consideration paid by such insiders would exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.
About Aben Gold:
Aben Gold Corp. is a Canadian gold exploration company with exploration projects in the Yukon Territory and British Columbia. The Company's flagship, the 7,400-hectare, 100% owned Justin Gold Project is located in the southeast Yukon in the Tintina Gold Belt adjacent to Seabridge Gold's 3 Aces Project.
The Company's goal is to increase shareholder value through new discoveries and developing exploration projects in geopolitically favourable jurisdictions.
The Company has 28.3 million shares outstanding.
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For further information on Aben Gold Corp. (TSX-V: ABM), visit our Company's website at www.abengold.com.
ABEN GOLD CORP.
"Riley Trimble"
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Riley Trimble
President & CEO
For further information contact:
Aben Gold Corp.
Riley Trimble, President & CEO
Telephone: 604-639-3852
Facsimile: 604-687-3119
Email: info@abengold.com
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.
This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements, including, estimated use of proceeds from the Offering, carrying out future exploration work, other statements relating to the technical, financial and business prospects of the Company, its projects, goals and other matters. Although management 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 or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, increase in costs, failure of counterparties to perform their contractual obligaitons, fluctuation of commodity prices, adverse weather or climate conditions, failure to obtain or maintain all necessary government permits, approvals and authorizations, failure to obtain or maintain community acceptance (including First Nations), and general economic, market or business conditions. Please see the public filings of the Company at www.sedarplus.ca for further information.
