Vancouver -- Abzu Gold Ltd. ("Abzu" or the "Company") is pleased to announce that, further to its news releases of November 14, 2012, October 24, 2012, September 27, 2012, August 3, 2012 and July 17, 2012, it has closed the second and final tranche of its non-brokered private placement (the “Offering”) of an aggregate of 874,999 units (the “Units”) at a price of $0.11 per Unit for gross proceeds of $96,249.89. 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.
All securities issued pursuant to the Offering are subject to a hold period which expires on March 27, 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 Offering constitutes a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by virtue of the participation in the Offering of certain management of the Company. The Offering is exempt from the formal valuation and minority approval requirements of MI 61-101 as, at the time the Offering was agreed to, neither the fair market value of the securities issued to management of the Company pursuant to the Offering nor the fair market value of the consideration for, the Offering, 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 ofABZU GOLD LTD.
“Tim McCutcheon”Chief Executive Officer Tel: 604-638-3288
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.