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ABU

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Share Name Share Symbol Market Type
TSXV:ABU TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

ABU Closes Subscription Receipt Financing

06/12/2010 11:26pm

Marketwired Canada


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.


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