FS First Star Resources

Abacus Mining & Exploration Corporation ("Abacus") (TSX VENTURE:AME) is pleased
to announce that it has entered into a binding letter agreement (the "Letter
Agreement") with Burnstone Ventures Inc. ("Burnstone") (TSX VENTURE:BVE)
pursuant to which Abacus will acquire, in consideration of Abacus common shares
(the "Abacus Shares"), all of the outstanding securities of Burnstone by way of
a statutory court-approved plan of arrangement (the "Arrangement"). 


Upon closing of the Arrangement, Burnstone will become a wholly-owned subsidiary
of Abacus. Burnstone's principal asset is the Tomichi copper-molybdenum porphyry
project located in the Colorado Mineral Belt in Gunnison County, south-central
Colorado (the "Tomichi Project").


Terms of the Arrangement

Under the terms of the Arrangement:



--  Burnstone shareholders will receive 0.43 of an Abacus Share for each one
    Burnstone common share (a "Burnstone Share").  

--  All outstanding Burnstone share purchase warrants will be assumed by
    Abacus and adjusted based on the 0.43 exchange ratio. 

--  Burnstone has agreed to complete a debt settlement with certain of its
    creditors for Burnstone Shares (the "Debt Settlement"), which will be
    exchanged for Abacus Shares under the Arrangement. 

--  A total of approximately 23 million Abacus Shares are expected to be
    issued in connection with the Arrangement, representing approximately
    10% of the outstanding Abacus Shares on completion of the Arrangement. 

--  On closing of the Arrangement, Gordon Keevil, a current director of
    Burnstone, will be appointed to the board of Abacus. 

--  Each of the directors and officers of Burnstone will execute lock up
    agreements agreeing to vote any Burnstone Shares they hold in favour of
    the Arrangement. 



The Arrangement is subject to a number of closing conditions including, but not
limited to, a confirmatory due diligence review of Burnstone and its assets by
Abacus to be completed on or before August 14th, approval by the shareholders of
each of Abacus and Burnstone, receipt of all court and regulatory approvals,
including that of the Ontario Superior Court and the TSX Venture Exchange,
completion of the Debt Settlement, and all outstanding Burnstone stock options
being cancelled.


Abacus and Burnstone have agreed to enter into a definitive arrangement
agreement (the "Arrangement Agreement") incorporating the terms of the Letter
Agreement and other terms and conditions customary for transactions of this
nature, on or before August 22nd. 


Information Regarding Burnstone

Burnstone is a TSX Venture Exchange listed company whose main asset is the
Tomichi Project in which Burnstone has an option to earn a 100% interest. The
Tomichi Project has an initial inferred mineral resource estimate of 2.5 billion
lbs Copper, 552 million lbs Molybdenum, 30 million oz Silver, 320,000 oz Gold
and 124,362 kg Rhenium, or 5.6 billion lbs Copper Equivalent (see NI 43-101
technical report "Technical and Resource Estimate for the Tomichi
Copper-Molybdenum Project, Gunnison County, Colorado" on Burnstone's Sedar
filings July 10, 2013). Other details on the Tomichi Project are available on
Burnstone's website at www.burnstoneventures.com. 


Additional Information Regarding the Arrangement

The terms of the Arrangement will be described in further detail in the
management information circular of Abacus to be filed with the regulatory
authorities and mailed to the Abacus shareholders. A copy of the Abacus
information circular and other materials related to the Arrangement will be
available for review as they become available at www.sedar.com under Abacus'
profile. 


Abacus/Burnstone Loan

Abacus and Burnstone have entered into a loan and security agreement pursuant to
which Abacus advanced CAD$250,000 to Burnstone (the "Burnstone Loan"). The
Burnstone Loan is secured by a first priority security interest over the Tomichi
Project. Interest on the Burnstone Loan accrues at 8% per annum. The Burnstone
Loan proceeds are to be used by Burnstone in relation to the Tomichi Project.


Joint Venture Loan

To facilitate the Arrangement, Abacus also signed a loan and security agreement
for a term loan facility of CAD$3 million drawn from the approximate CAD$16
million of funds held in Abacus' escrow account under the provisions of the 2010
Joint Venture Agreement with respect to the Ajax copper-gold project near
Kamloops, B.C. The loan has been fully drawn, bears interest at the rate of 8%
per annum and is collateralized by CAD$3,360,000 of Abacus' escrowed funds. 


As a condition of the loan, Abacus has agreed to continue to contribute its 20%
share of the 2014 and 2015 programs and budget towards development of the Ajax
copper-gold project near Kamloops, B.C. (the "Ajax project"), which will be
funded from the balance of the escrowed funds as and when cash calls are made. 


Michael McInnis, Abacus' Chairman, President & CEO, stated: "The new agreement
achieves a dual purpose that is particularly advantageous for Abacus
shareholders. It enables Abacus to borrow funds from the escrow account on
favourable terms that would otherwise not be allowable under the terms of the
original Joint Venture Agreement, and provides the Company with near term growth
opportunity by expanding our mineral asset interests with a highly prospective
large copper/moly porphyry deposit in Colorado. We intend to create significant
value by making use of this funding to continue with the advancement of the
Tomichi project while maintaining our 20% interest in the Ajax project." 


On Behalf of the Board, 

ABACUS MINING & EXPLORATION CORPORATION 

Michael McInnis, Chairman, President & CEO

About Abacus 

Abacus is a mineral exploration and mine development company with a 20% interest
in the Ajax copper-gold project located at the historic Ajax-Afton site
southwest of Kamloops, B.C. Through a joint venture between Abacus and KGHM
Polska Miedz S.A. through KGHM Ajax, the Ajax project is a proposed open-pit
mine with an estimated approximate 20-year mine life expected to yield
approximately 109 million pounds of copper and 99,000 ounces of gold annually.
(see Report titled "Ajax Copper/Gold Project -- Kamloops, British Columbia
Feasibility Study Technical Report" by Wardrop (a Tetra Tech Company) dated
January 6, 2012 ("FS")). 


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. 


Mr. James Chapman, P.Geo, is the Qualified Person responsible for the design of
the program with respect to the Tomichi Project, and all exploration work on the
Tomichi Project will be done under his supervision. Mr. Chapman has read and
approved the technical content of this news release as it relates to the Tomichi
Project.


Forward-Looking Statements

This document may contain "forward-looking information" within the meaning of
Canadian securities legislation and "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995
(collectively, "forward-looking statements"). These forward-looking statements
are made as of the date of this release.


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. Such forward-looking statements include, but are not limited to,
statements with respect to the timing and implementation of the Arrangement, the
integration of Abacus and Burnstone following the Arrangement, estimation of
mineral resources, and the success of mining and development operations. 


Although Abacus 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. Assumptions upon which such
forward-looking statements are based include that Abacus and Burnstone will be
able to satisfy the conditions in the Letter Agreement and Arrangement
Agreement, that the required approvals will be obtained from the shareholders of
each of Abacus and Burnstone, that all third party, court, regulatory and
governmental approvals to the Arrangement will be obtained, and that all other
conditions to completion of the Arrangement will be satisfied or waived. Many of
these assumptions are based on factors and events that are not within the
control of Abacus or Burnstone and there is no assurance they will prove to be
correct. 


In certain cases, forward-looking statements can be identified by the use of
words such as "plans", "expects" or "does not expect", "is expected", "budget",
"potential", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "would",
"might" or "will be taken", "occur" or "be achieved" or the negative of these
terms or comparable terminology. By their very nature forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Abacus to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Such factors include, among others,
market prices; exploration and development successes; continued availability of
capital and financing; and general economic, market or business conditions.
Please see our public filings on SEDAR at www.sedar.com. Although Abacus has
attempted to identify important factors that could cause actual actions, events
or results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or results not
to be as anticipated, estimated or intended. Abacus provides no assurance that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
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 Abacus' management on the date
the statements are made. Except as required by applicable securities laws,
Abacus undertakes no obligation to update these forward-looking statements in
the event that management's beliefs, estimates or opinions, or other factors,
should change. Accordingly, readers should not place undue reliance on
forward-looking statements. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Abacus Mining & Exploration Corporation
Suite 615-800 West Pender Street
Vancouver, B.C. V6C 2V6 Canada
604.682.0301
604.682.0307 (FAX)
info@amemining.com
www.amemining.com

First Star Resources (TSXV:FS)
Historical Stock Chart
From Mar 2024 to Apr 2024

First Star Resources (TSXV:FS)
Historical Stock Chart
From Apr 2023 to Apr 2024