Abzu Gold Ltd.

Abzu Gold Ltd.

October 24, 2012 15:23 ET

Abzu Announces Closing of Non-Brokered Private Placement and Announces Shares for Debt Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 24, 2012) -


Abzu Gold Ltd. ("Abzu" or the "Company") (TSX VENTURE:ABS)(OTCQX:ABZUF) is pleased to announce that, further to its news releases of September 27, 2012, August 3, 2012 and July 17, 2012, it has closed its non-brokered private placement (the "Offering") of an aggregate of 5,287,726 units (the "Units") at a price of $0.11 per Unit for gross proceeds of $581,649.86. Each Unit is comprised of one common share (a "Share") of the Company and one common share purchase warrant (a "Warrant") of the Company. Each Warrant is exercisable into an additional Share for a period of 12 months from closing of the Offering at an exercise price of $0.125 per Share.

In connection with the Offering, the Company issued to certain finders (the "Finders") an aggregate of 104,127 non-transferable warrants (the "Finders' Warrants") and paid an aggregate of $11,454 in finders' fees. Each Finders' Warrant is exercisable into a Share for a period of 12 months from closing of the Offering at an exercise price of $0.125 per Share.

All securities issued pursuant to the Offering are subject to a hold period which expires on February 25, 2013. The net proceeds of the Offering will be used by the Company for the advancement of the Company's Nangodi Project and the Company's other gold projects in Ghana, and for general corporate purposes.

The Company also announces that it has entered into debt settlement agreements with certain management and consultants (the "Transaction) of the Company pursuant to which the Company has agreed to issue an aggregate of 1,781,814 Shares at a deemed price of $0.11 per Share. The amount of indebtedness settled by the Transaction is $196,000. The Company determined to satisfy this outstanding indebtedness with Shares in order to preserve its cash for operations.

The Transaction is subject to TSX Venture Exchange (the "Exchange") acceptance. The Company will close the Transaction and issue the Shares once the Transaction has been accepted by the Exchange. All Shares issued pursuant to the Transaction are subject to four month hold period.

On behalf of the board of directors of ABZU GOLD LTD.

Tim McCutcheon, Chief Executive Officer

Cautionary Statements

This news release contains forward-looking statements that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include those risks set out in Abzu's public documents filed on SEDAR at www.sedar.com. Although Abzu believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, Abzu disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

This news release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction; nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons absent registration or an applicable exemption from registration requirements.

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 press release, which has been prepared by management.

Contact Information

  • Abzu Gold Ltd.
    Tim McCutcheon
    Chief Executive Officer