VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 14, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Abzu Gold Ltd. ("Abzu" or the "Company") (TSX VENTURE:ABS)(OTCQX:ABZUF) is pleased to announce that it has completed the shares for debt transaction announced on October 24, 2012 after receiving the approval of the TSX Venture Exchange to settle indebtedness to certain management and consultants. Pursuant to the shares for debt transaction, the Company has issued 838,633 common shares (the "Shares") of the Company at a deemed price of $0.11 per Share in settlement of debt in the amount of $92,250. The Shares issued by the Company pursuant to the shares for debt transaction are subject to a four month hold period expiring on March 15, 2013.
Further to its news releases of October 24, 2012, September 27, 2012, August 3, 2012 and July 17, 2012, the Company also announces that it has increased the size of its non-brokered private placement (the "Private Placement"). To date, the Company has issued an aggregate of 5,287,726 units (the "Units") pursuant to the first tranche of the Private Placement for aggregate proceeds of $581,649.86. The Company has arranged for two directors of the Company to subscribe for an additional 875,000 Units at a price of $0.11 per Unit for additional proceeds of $96,250 (the "Second Tranche"). Each Unit is comprised of one Share and one Share purchase warrant (a "Warrant") of the Company. Each Warrant is exercisable into a Share for a period of 12 months from closing of the Second Tranche at an exercise price of $0.125 per Share.
All securities issued pursuant to the Second Tranche will be subject to a four month hold period which expires on March 15, 2013. The net proceeds of the Private Placement 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 Second Tranche and a portion of the shares for debt transaction constitute related party transactions under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") by virtue of the participation in such transactions of certain management of the Company. The transactions are exempt from the formal valuation and minority approval requirements of MI 61-101 as, at the time the transactions were agreed to, neither the fair market value of the securities issued to management of the Company pursuant to the transactions nor the fair market value of the consideration for, the transactions, in so far as it involves such management, exceeds 25% of the Company's market capitalization as described in sections 5.5 and 5.7 of MI 61-101.
On behalf of the board of directors of Abzu Gold Ltd.
Tim McCutcheon, Chief Executive Officer
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.