Abacus Mining and Exploration Corp.
TSX VENTURE : AME

Abacus Mining and Exploration Corp.

May 04, 2010 10:31 ET

Abacus Mining and KGHM Agree to Form Strategic Joint Venture to Advance the Afton-Ajax Copper-Gold Project Into Production

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 4, 2010) - Abacus Mining & Exploration Corporation ("Abacus" or the "Company") (TSX VENTURE:AME) is pleased to announce that it has signed an investment agreement (the "Investment Agreement") with KGHM Polska Miedź S.A. ("KGHM") to form a joint venture (the "Joint Venture") to advance Abacus' Afton-Ajax copper-gold project (the "Project") located near Kamloops, B.C. through bankable feasibility study ("BFS") and into production. KGHM is the world's ninth largest copper producer with annual production of over 500,000 tonnes, and the world's third largest silver producer with annual output approximating 1,100 tonnes.

A conference call and live audio webcast will be held on Tuesday, May 4, 2010 at 8:30a.m. pacific time (11:30a.m. eastern time). The live audio webcast and presentation can be accessed from Abacus' website at www.amemining.com.

Highlights of the Agreement:

  • Formation of a Joint Venture to fast track the development of a mine at the Afton-Ajax camp by combining Abacus' interests in the camp with the financial backing and operational expertise of a leading global copper and precious metals producer
  • Capital funding commitment by KGHM of US$37 million to fully fund the Project through BFS for a 51% interest in the Project
  • Funding provisions for the entire Project capex
  • Strategic partnership to jointly identify and develop other global targets leveraging Abacus' mineral exploration expertise and KGHM's financial strength and operational expertise
  • An immediate C$4.5 million private placement into Abacus by KGHM
  • Option for KGHM to acquire a further 29% interest in the Project upon completion of BFS for an additional payment of up to US$35 million

The transaction is expected to close by the end of the second quarter of 2010 or shortly thereafter, but no later than Sept. 30, 2010, and is subject to approval by Abacus' shareholders and the customary regulatory approvals.

Under the terms of the Investment Agreement, following an immediate private placement in Abacus of C$4.5 million, KGHM will invest US$37 million to fund the Project through BFS and earn a 51% interest in the Project. Upon completion of the BFS, KGHM will have the option to acquire a further 29% in the Joint Venture (for a total 80% interest in the Joint Venture) for cash consideration of US$0.025 per pound copper for 29% of the Proven and Probable copper equivalent reserve, to a maximum of US$35 million. At that time, KGHM will arrange the financing for its (80%) proportionate interest in the Project capex and will offer to arrange financing for Abacus' (20%) proportionate interest in the Project capex on commercially reasonable terms.

Commenting on the transaction, Tom McKeever, Executive Chairman of Abacus said: "The alignment of our interests with a major global copper producer such as KGHM has several distinct advantages for Abacus and its plans to advance the Afton-Ajax Project to production. It provides the capital funding for corporate operations during the bankable feasibility stage and development stage of the Joint Venture without the need for further financing. It also eliminates the uncertainty associated with financing the Project's capital requirements. The additional upside potential to collaborate with KGHM on future projects provides an exciting opportunity to create considerable shareholder value. I believe this transaction provides an exceptional opportunity to accelerate Abacus' transition into a world class copper and precious metals group."

Mr. Herbert Wirth, President of The Management Board of KGHM added: "We at KGHM are very pleased to have entered into this partnership with Abacus Mining to jointly advance the Afton-Ajax Project into an industry leading mining operation. We anticipate that from this collaborative relationship will flow a number of other prospective copper projects in Canada and elsewhere, to meet our growing production profile."

  1. Details of the Initial Investment
  1. C$4.5 million Private Placement into Abacus

    Upon signing the Investment Agreement, KGHM has agreed to immediately enter into a C$4.5 million private placement involving the purchase of 15 million common shares (approximately 8.75% of the shares issued and outstanding following the private placement) in the capital of Abacus at a price of C$0.30 per share. The private placement is expected to close not later than May 10, 2010 and is subject to regulatory approval.
  1. Payment to the Joint Venture of US$37 million in cash to acquire 51% interest

    KGHM will acquire a 51% interest in the Project by investing US$37 million in cash at closing of the transaction, to be allocated to: (A) completion of the BFS and certain other obligations, and (B) exploration of other targets in the Afton-Ajax Camp, in accordance with a jointly approved budget.
  1. Development Option

    Following the completion of the BFS, KGHM will have the option to acquire an additional 29% interest, for a total 80% direct interest in the Joint Venture, for cash consideration of US$0.025 per pound for the corresponding 29% of Proven & Probable copper equivalent reserves (as defined in the BFS) up to a maximum of US$35 million. This payment will be applied directly towards Abacus' proportionate share of the Project's capital costs, estimated at US$535 million in Abacus' Preliminary Economic Assessment ("PEA") written by Wardrop Engineering Inc. and dated July 31, 2009.

    KGHM will arrange the financing for its proportionate share of 80% of the Project's capital costs and will offer to arrange the financing for the balance of Abacus' proportionate share of 20% of the Project's capital costs on commercially reasonable terms.

CIBC World Markets Inc. has acted as financial advisor and Davis LLP has acted as legal advisor to Abacus. Abacus has received an opinion from CIBC World Markets to the effect that, as of the date thereof, the proposed transaction is fair, from a financial viewpoint. TD Securities Inc. has acted as financial advisor and Stikeman Elliott LLP and Chadbourne & Park LLP have acted as legal advisors to KGHM.

The Investment Agreement has been unanimously approved by the board of directors of Abacus. The transaction is subject to approval by the shareholders of Abacus and Abacus will call a special meeting of its shareholders to approve the transaction, to be held on or about June 22, 2010. The directors and officers of Abacus will vote their shares in favour of the transaction and will recommend that other shareholders do likewise. The parties have also agreed to complete a definitive Joint Venture Agreement and ancillary agreements.

Conference Call and Webcast

Abacus will host a conference call and webcast on Tuesday, May 4, 2010 at 8:30a.m. pst (11:30a.m. est)

Dial-In Numbers:  
North American toll-free 1-866-226-1793
Other 416-340-2218

Playback will be available for 2 weeks:

North American toll-free 1-800-408-3053 Pass Code 3553131
Other 416-695-5800  

On Behalf of the Board,

ABACUS MINING AND EXPLORATION CORPORATION

Doug Fulcher, President and Chief Executive Officer

Tom McKeever, Executive Chairman

About Abacus

Abacus is an exploration and development company with a 43‐101 compliant positive preliminary economic assessment report (announced June 22, 2009) for its Ajax copper/gold project located 10 kilometres southwest of Kamloops, British Columbia. The report contemplates a 60,000 tonne per day operation producing an average of approximately 110 million pounds of copper (approx. 50,000 tonnes) and 100,000 ounces of gold in concentrate annually. Sensitivity analyses approximating metal prices (US$3.00 per pound copper and US$1,000 per ounce gold) in the assessment indicate a NPV of $1.46 billion discounted 8% over a 23 year mine life, with an IRR of 35.4%, cash costs of $0.90 per pound copper, and payback of 2.0 years. The Ajax extension remains open along strike and at depth. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Eco Tech Laboratory Ltd. of Kamloops, B.C., completed all of Abacus' analytical work on the aforementioned drill project. A quality‐control program, using specific standards and blank samples is in place. Robert G. Friesen, P.Geo., the Company's Senior Geologist, is the Qualified Person responsible for the design and conduct of the work performed.

About KGHM

KGHM Polska Miedź S.A. is the ninth largest producer of copper in the world, with annual production of over 500,000 tonnes (approx. 2.7% of global production) and the world's third-largest silver producer, with annual output of around 1,100 tonnes (approx. 7% of global production). A fully integrated producer of high quality copper in cathodes, wire rods, oxygen-free copper and silver-bearing copper rods and round billets, the KGHM Group comprises over 30 companies encompassing mines, copper smelters, ore enrichment plants and hydrotechnical facilities providing auxiliary support for the core production business and telecommunications. KGHM Group has been mining and processing copper for almost 50 years and employs over 27,000 people. KGHM's shares trade on the Warsaw Stock Exchange with a market capitalization of over US$7 billion.

Forward-Looking Information

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Abacus Mining and Exploration Corp. (the "Company") 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 market prices, exploitation and exploration successes, and 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. 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.

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