Abzu Gold Ltd.
TSX VENTURE : ABS

Abzu Gold Ltd.

May 31, 2013 18:09 ET

Abzu Gold Raises $1 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 31, 2013) -

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) announces that it has closed the first tranche of its non-brokered private placement announced on May 2, 2013, and has issued 20,000,000 units (the "Units") for gross proceeds of $1,000,000. 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 at a price of $0.10 per Share.

All securities issued pursuant to the private placement are subject to a hold period which expires on October 1, 2013. The net proceeds of the Offering will be used by the Company for the advancement of the Company's Nangodi Project and for general corporate purposes.

The Offering was fully subscribed by Stonehouse Construction Pte. Ltd. ("Stonehouse"), and when combined with Stonehouse's existing holdings, Stonehouse now has ownership and control of 29,090,909 Shares of the Company, representing 18.4% of the issued and outstanding Shares of the Company, and 29,090,909 Warrants. Assuming exercise of all the Warrants held by Stonehouse, Stonehouse would have ownership and control of 49,090,909 Shares of the Company, representing 31.1% of the then issued and outstanding Shares of the Company.

Stonehouse has advised the Company that they hold their securities in the Company for investment purposes. Stonehouse may participate in a second tranche of the Offering, and may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.

A copy of the Early Warning Report filed for Stonehouse with the applicable securities regulators regarding the above acquisition is available on SEDAR (www.sedar.com).

The Company also announces the appointment of Brian Ticcioni to its Board of Directors and the appointment of David Price to the position of President. Mr. Price presently serves as the Company's CEO, and will continue in that capacity. Mr.Ticcioni has over twenty-nine years of experience in the construction industry in the United Kingdom, Asia and the Middle East. His experience spans across the fields of building, civil engineering and mining in the construction industry. Currently he holds the role of Chief Operating Officer of Stonehouse.

On behalf of the board of directors of

ABZU GOLD LTD.

David J. Price, President & CEO

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.
    David J. Price
    President & CEO
    604-398-5380