ABU Closes Subscription Receipt Financing

Abenteuer Resources Corp news release with annotations

December 06, 2010 19:27 ET

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 6, 2010) - Abenteuer Resources Corp. (TSX VENTURE:ABU) ("ABU" or the "Company") is pleased to announce that it has closed its previously announced financing (the "Financing") of 15,000,000 subscription receipts ("Subscription Receipts") at a price of $0.80 per Subscription Receipt for gross proceeds of $12,000,000.

The gross proceeds of the Financing will be held in escrow pending the satisfaction of certain conditions (the "Escrow Release Conditions") which include, among other things, completion of the Company's previously announced Reverse Takeover of SMW Gold Limited. Upon satisfaction of the Escrow Release Conditions, which is anticipated to occur on or around January 15, 2011 but not later than February 28, 2011, the Subscription Receipts will automatically convert into units of the Company. Each unit will consist of one post-consolidation common share of the Company and one share purchase warrant exercisable into an additional common share of the Company at an exercise price of $1.20 for a period of 30 months, subject to acceleration provisions. Further, the principal purpose of the funds raised in this financing will be used to post two US$5,000,000 exploration bonds in support of the Um Balad and El Fawakhir properties in Egypt.

Salman Partners Inc. (the "Agent") acted as agent for $11,200,000, or 14,000,000 Subscription Receipts, of the Financing (the "Brokered Financing"). As compensation, the Company has agreed to provide the Agent with a cash fee equal to $520,000 plus expenses, payable upon satisfaction of the Escrow Release Conditions. In addition, the Company has issued 650,000 special compensation options ("Special Compensation Options") to the Agent. Upon the Escrow Release Conditions being met, the Special Compensation Options will be exercisable into units of the Company on the same terms as the units issued pursuant to the Financing.

All securities issued pursuant to the Financing are subject to a statutory four month hold period.

On Behalf of the Board,

Lewis Dillman, President and Director

Forward-Looking Information Cautionary Statement

This news release contains forward-looking statements relating to the Reverse Takeover and the Financing, including the receipt of all necessary regulatory approvals, satisfaction of all other closing conditions in connection with all such transactions, the resumption of the trading in the ABU common shares and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements.

These assumptions, risks and uncertainties include, among other things: the risk that the Reverse Takeover will not be approved by ABU shareholders, the risk that the Escrow Release Conditions will not be met within the requisite timelines and risks relating to the state of the economy in general and capital markets in particular, as well as investor interest in the business and future prospects of ABU and SMW Gold Limited.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, ABU disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, ABU undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

Neither the 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 is a contract that gives the holder the right to purchase or sell an asset.