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Aben Gold Corp. (TSX-V: ABM) (OTCID: ABNAF) (Frankfurt: ML1) ("Aben" or "the Company") announces that it has closed a non-brokered private placement financing for total gross proceeds of CAD $1,334,000 (the "Private Placement").
The Company has allotted and issued 6,670,000 units (the "Units") at a price of CAD $0.20 per Unit. Each Unit is comprised of one flow-through common share (each, a "FT Share") and one-half of one transferable warrant (each whole, a "Warrant"). Each Warrant will entitle the holder to purchase one non-flow through common share for a period of two (2) years at a price of CAD $0.30 per share, subject to accelerated expiry.
In the event that, after the statutory hold period has expired, the closing price of the Company's common shares on any other stock exchange on which the Company'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 Company will have the right to accelerate the expiry date of the Warrants by issuing a press release or other form of notice permitted by the certificate representing the Warrants, announcing that the Warrants will expire at 5:00 p.m. (Vancouver time) on the date that is not less than 30 days from the date notice is given.
In relation to the Private Placement, the Company has paid finder's fees of $50,750 and issued 253,750 non-transferable finder's warrants (each, a Finder's Warrant) to arm's-length parties. Each Finder's Warrant will entitle the holder to purchase one non-flow through common share for a period of two (2) years at a price of CAD $0.30 per share.
The Company intends to use the proceeds from this Private Placement for exploration and upcoming drilling program at its Justin Gold Tungsten Project in the Yukon Territory. All securities issued are subject to a four-month-and-one-day hold period under applicable Canadian securities laws.
The Company will use an amount equal to the gross proceeds from the sale of the FT Shares to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures", as such terms are defined in the Income Tax Act (Canada) ("Qualifying Expenditures") in relation to the Company's projects, on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2026.
Certain related parties of the Company participated in the Private Placement. The issuance of Units to related parties is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) as the fair market value of the Units issued to such persons does not exceed 25% of the Company's market capitalization.
The securities offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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 Tungsten Project is located adjacent to Seabridge Gold's 3 Aces Project in the southeast Yukon within the Tombstone Gold-Tungsten Belt and broader Tintina Gold Province.
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. The Company has $3.6 million CAD in the treasury.
For further information on Aben Gold Corp. (TSX-V: ABM), visit our Company's website at www.abengold.com.
ABEN GOLD CORP.
"Riley Trimble"
______________________
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 Private Placement, 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.
