VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 3, 2012) -
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 27, 2012, September 18, 2012 and July 23, 2012, it has signed a definitive share purchase agreement ("SPA") with Stonehouse Construction Pte Ltd. ("SHC"). The terms of the SPA have been modified from the terms of the strategic investment proposal disclosed in the Company's July 23, 2012 news release.
Pursuant to the SPA and subject to certain conditions precedent including TSX Venture Exchange and shareholder approval, SHC or SHC and affiliated persons will purchase 22,727,273 units (the "Units") of Abzu at $0.11 per Unit. Each Unit will consist of one common share and one common share purchase warrant, with each warrant exercisable into an additional common share for a period of 12 months from the date of closing at $0.125 per share. All securities issued will be subject to a standard four month hold period. The proceeds from SHC's investment will be used by the Company for the advancement of the Company's Nangodi Project in Ghana, and for general corporate purposes.
Pursuant to the SPA the parties have agreed that SHC will assume operational management of Abzu's Nangodi project, which Abzu is earning an interest in pursuant to an option agreement with Kinross Gold.
All other terms of the SPA are the same as previously announced on July 23, 2012.
Tim McCutcheon, CEO, states: "With the combined SHC investment and concurrent private placement we intend to close on $3 million, our original target for this financing. Market conditions have been extremely challenging, and I am glad to report that despite this, Abzu's team has been able to raise the necessary funds to advance the Company."
On behalf of the board of directors of ABZU GOLD LTD.
Tim McCutcheon, Chief Executive Officer
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.