Clarity Gold

ABE Resources Announces Conditional Acceptance of Acquisition of Pioneer Resources and Related Transactions

VAL-D'OR, QC, April 21, 2017 /CNW Telbec/ - ABE Resources Inc. (TSXV: ABE) (the "Company" or "ABE") is pleased to announce that the TSX Venture Exchange (the "TSXV") has conditionally accepted its proposed arm's length acquisition (the "Acquisition") of Pioneer Resources Inc. ("Pioneer"), its concurrent private placement (the "Private Placement"), and the related 2:1 consolidation of its issued and outstanding securities (the "Consolidation"), previously announced on November 15, 2016. As a result, the Company's common shares will resume trading on the TSXV at the opening of markets on April 25, 2017.

The Company anticipates that the Acquisition, the Private Placement, and the Consolidation will be completed pursuant to the amended terms set out below in the coming days.

Acquisition

In connection with the Acquisition, the Company has agreed to issue an additional 2,918,080 post-Consolidation common shares of ABE (each, a "Share") at a deemed price of $0.05 per Share to settle $145,904 in outstanding indebtedness of Pioneer (the "Debt") owed to certain current officers, directors, and shareholders of Pioneer (the "Debt Settlement").

As a result, an aggregate of 8,418,080 Shares at a deemed price of $0.05 per Share will be issued in exchange for all of the issued and outstanding common shares in the share capital of Pioneer and to settle the Debt.

Private Placement

The Company is also increasing the size of the Private Placement to a minimum of 30,000,000 post-Consolidation units of ABE (each, a "Unit") and a maximum of 40,000,000 Units at a price of $0.05 per Unit for minimum gross proceeds of $1,500,000 (the "Minimum Offering") and maximum gross proceeds of $2,000,000.

The proceeds of the Private Placement will be used to complete the transactions described in this news release (collectively, the "Transactions") and to carry out exploration work on Pioneer's mining properties located near the town of Ste-Anne-des Monts, in the province of Quebec, known as the Dôme Lemieux property.

In connection with the Private Placement, the Company has agreed to pay a finder's fee in respect of those purchasers introduced to the Company by Echelon Wealth Partners Inc. (the "Finder"). The Finder will receive a cash payment equal to 6% of the gross proceeds received from purchasers under the Offering who were introduced to the Company by the Finder.

Consolidation

The Consolidation to be carried out in connection with the Private Placement was approved at the Company's annual general and special meeting of shareholders held on December 22, 2016. A detailed news release announcing the status of the Consolidation will be available under the Corporation's profile on SEDAR at www.sedar.com upon completion of the Consolidation.

Letters of transmittal in respect of the Consolidation were sent to shareholders of ABE on December 1, 2016. Shareholders should neither destroy nor submit any share certificate in accordance with the letters of transmittal until the completion of the Consolidation has been announced by the Company.

Financial Information

The following is a summary of Pioneer's financial information for the period from September 23, 2015 (the date of incorporation) to August 31, 2016 and for the three-month period ended November 30, 2016:

  Three Months Ended November 30, 2016
(unaudited)(C$)
Period From September 23, 2015 to August 31, 2016
(unaudited)(C$)
Current Assets 4,494 14,513
Total Assets 4,494 14,513
Total Liabilities 197,040 181,193
Shareholders' Equity (Deficiency) (192,546) (166,680)
Exploration and Evaluation Expenditures 21,619 402,950
Net Loss and Comprehensive Loss 25,866 404,416

The closing of the Acquisition remains subject to completion of the Consolidation, the Minimum Offering, and the Debt Settlement and each of the Transactions remain subject to the final approval of the TSXV.

About ABE Resources Inc.

ABE Resources Inc. is a Quebec mineral exploration company focused on the discovery and development of mineral deposits of economic potential primarily in the province of Quebec. For further information on the Company, please visit our website at http://www.aberesources.ca or contact us at This email address is being protected from spambots. You need JavaScript enabled to view it..

About Pioneer Resources Inc.

Pioneer is a privately held mineral exploration company with an experienced mineral exploration management team that holds a 100% undivided interest in the Dôme Lemieux property located in Gaspé, Quebec. The property hosted three past producing mines (lead, copper, zinc) and several showings, is accessible by road year-round, and has historical drilling totalling approximately 66,000 m.

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