Ms. Dawn Zhou reports

ABASCA RESOURCES CLOSES NON-BROKERED FLOW-THROUGH PRIVATE PLACEMENT

Abasca Resources Inc. closed the $1.25-million non-brokered private placement of five million units of the company at a price of 25 cents per flow-through (FT) unit on Friday, July 28, 2023, as previously announced in its news release of July 13, 2023. Each FT unit consisted of one common share of the company issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant, with each warrant entitling the holder thereof to purchase one non-flow-through common share of the company at a price of 30 cents per share for a period of 24 months expiring on July 28, 2025. All securities issued in connection with the offering have a four-month hold period expiring on Nov. 29, 2023.

Dave Billard, a director of the company, subscribed for 60,000 FT units and Dawn Zhou, president, chief executive officer and a director of the company, subscribed for 900,000 FT units. In addition, 9169601 Canada Inc., a corporation whereby 34 per cent of the common shares and 100 per cent of the preferred shares are held by Ms. Zhou, also subscribed for and acquired 2.86 million FT units. Ms. Zhou and Mr. Billard are each a related party to the company within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators, and the participation of Mr. Billard, Ms. Zhou and 9169601 in the offering each constituted a related party transaction under MI 61-101. The company is exempt from the formal valuation requirement pursuant to Subsection 5.5(b) of MI 61-101 on the basis that the securities of the company are listed or quoted on the TSX Venture Exchange. The company is also exempt from the minority approval requirement pursuant to Subsection 5.7(1)(b) of MI 61-101 on the basis that: (i) the common shares of the company are listed on the TSX-V; (ii) at the time the transaction was agreed to, neither the fair market value of the FT units distributed under the offering nor the consideration to be received for those FT units, insofar as the transaction involves the related parties, exceeds $2.5-million; (iii) the company has more than one independent director; and (iv) at least two-thirds of the independent directors of the company approved the offering.

No finders' fees were paid with respect to the offering.

The gross proceeds of $1.25-million received from the sale of the FT units will be used for exploration programs on the company's Key Lake South uranium project.

Abasca is a mineral exploration company that is primarily engaged in the acquisition and evaluation of mineral exploration properties. The company owns the Key Lake South uranium project, a 23,977-hectare uranium exploration project located in the Athabasca basin region in Northern Saskatchewan, approximately 15 kilometres south of the former Key Lake mine and current Key Lake mill.

We seek Safe Harbor.