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ABS

0.92
0.00 (0.00%)
31 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
TSXV:ABS 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% 0.92 0.92 1.02 0 01:00:00

Abzu Gold Announces Closing of $2.5 Million Strategic Investment and Change of Directors

10/01/2013 7:33pm

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES


Abzu Gold Ltd. (TSX VENTURE:ABS)(OTCQX:ABZUF) ("Abzu" or the "Company")
announces that, further to its news releases of September 18, 2012 and July 23,
2012, it has closed the strategic investment (the "Investment") by Stonehouse
Construction Pte Ltd. ("Stonehouse") and four shareholders of Stonehouse
(collectively with Stonehouse, the "Strategic Investors") of an aggregate of
22,727,273 units (the "Units") at a price of $0.11 per Unit for gross proceeds
of $2,500,000. 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 of the Investment at an exercise price of $0.125 per Share.


All securities issued to the Strategic Investors pursuant to the Investment are
subject to a hold period which expires on May 10, 2013. The net proceeds of the
Investment will be used by the Company for the advancement of the Company's
Nangodi Project and for general corporate purposes.


Pursuant to the terms of the definitive share purchase agreement between the
Company and Stonehouse, provided the Strategic Investors hold 10% or more of the
issued and outstanding Shares, Stonehouse will be entitled to appoint from time
to time directors of the Company up to a maximum of 40% of the number of
directors of the Company at any time. The Strategic Investors also have a
pre-emptive right to participate in any subsequent equity financing of the
Company in order to maintain their respective proportionate ownership interests
in the Company (on an undiluted basis) (collectively, the "Rights"). The Rights
will terminate in respect of the Strategic Investors in the event that the
collective share ownership of the Strategic Investors at any time falls below
10% of the Shares.


Accordingly, in connection with the Investment, the Company has appointed
Messrs. Eric Wardle and David Savage to the Company's board of directors. At the
same time as Mr. Wardle's and Mr. Savage's appointments, the Company received
Dr. Paul Klipfel's resignation as a director of the Company. Dr. Klipfel will
continue to serve full-time as President of the Company.


David Savage has held senior executive roles in the construction industry in
Australia, Asia and the Middle East for more than 25 years and holds a Bachelor
of Civil Engineering from Deakin University in Victoria, Australia. He is
currently the Executive Chairman of Stonehouse and is also Chairman and
President of KazaX Minerals Inc. (TSX VENTURE:KZX).


Eric Wardle has worked in the construction industry for the last 28 years in the
United Kingdom, Middle East, Africa and Asia. He has held senior executive roles
for the last 13 years and is currently the Managing Director of Stonehouse. Mr
Wardle holds a B. Sc. degree in Civil Engineering from the University of
Salford, UK and in 1991 became a member of the Institution of Civil Engineers,
UK.


Pursuant to the Investment, each of Stonehouse and Riad Tawfiq Mahmood Al Sadek
("Mr. Al Sadek") has acquired 9,090,909 Units of the Company. Each of Stonehouse
and Mr. Al Sadek now has ownership and control over 9,090,909 Shares of the
Company and 9,090,909 warrants.


As a result of the Investment, each of Stonehouse and Mr. Al Sadek will hold
approximately 10.2% of the current issued and outstanding common shares of the
Company. Each of Stonehouse and Mr. Al Sadek would own 18,181,818 Shares
representing 18.5% assuming exercise of the 9,090,909 warrants in the Company
currently held by each of Stonehouse and Mr. Al Sadek.


Each of Stonehouse and Mr. Al Sadek has advised the Company that they hold their
securities in the Company for investment purposes and have no present intention
to acquire further securities of the Company, although they 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 Reports filed for Stonehouse and Mr. Al Sadek with
the applicable securities regulators regarding the above acquisition is
available on SEDAR (www.sedar.com).


Tim McCutcheon, CEO, commented, "We are very happy that Stonehouse is now a
shareholder of Abzu and we look forward to working with Messrs. Savage and
Wardle and the entire Stonehouse team to advance our core property Nangodi.
While 2012 was a very difficult year for Abzu, we are starting 2013 as a fully
funded company ready to advance our properties and create value."


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Abzu Gold Ltd.
Tim McCutcheon
Chief Executive Officer
604-638-3288

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