03:38:02 EDT Fri 22 Aug 2025
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Totem Minerals Inc
Symbol TTM
Shares Issued 23,094,001
Close 2010-12-16 C$ 0.92
Market Cap C$ 21,246,481
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Totem Minerals completes Abzu takeover

2010-12-17 15:31 ET - News Release

Mr. Antony Claydon reports

TOTEM MINERALS COMPLETES THE ACQUISITION OF ABZU RESOURCES LAND PACKAGE IN WEST AFRICA

Totem Minerals Inc., as a follow-up to its news release in Stockwatch dated Nov. 5, 2010, has successfully completed the acquisition of Abzu Resources Ltd.'s 100-per-cent interest in seven gold exploration concessions covering over 3,000 square kilometres in Ghana and Ivory Coast in West Africa.

Transaction

The parties completed the transaction by way of a plan of arrangement by Abzu pursuant to Section 288 of the Business Corporations Act (British Columbia) wherein the company acquired all of the issued and outstanding shares of Abzu by issuing one common share from its treasury for every two outstanding common shares of Abzu. The company issued a total of 15,202,832 common shares and 200,000 share purchase warrants exercisable at 60 cents per share until Nov. 30, 2014, to replace certain outstanding share purchase warrants of Abzu.

The company paid a finders' fees of 665,000 shares at a deemed price of 50 cents per share to an arm's-length third party for introducing the company to Abzu.

Private placement

The company further announces that the 14 million subscription receipts that the company issued in its recent part-and-parcel private placement totalling $7-million have now been a converted into units of the company. Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to purchase one additional common share of the company at a price of 75 cents for a period of 12 months; provided however, that in the event the closing price of the company's shares on the TSX Venture Exchange exceeds $1 for 20 consecutive trading days, the company shall have the right to accelerate the exercise period of the warrants to a date that is not less than 30 days from the date the company provides notice to the warrantholders of its election to accelerate the exercise period. The units are subject to resale restrictions expiring on Feb. 26, 2011.

Total commissions of $353,390 were paid by the company to certain brokerage firms and arm's-length agents as consideration for arranging the private placement.

Change of name

Effective Tuesday Dec. 21, 2010, the company will change its name to Abzu Gold Ltd. and its new symbol will be ABS.

Corporate update

Effective Dec. 21, 2010, Allan Serwa, founder and chief executive officer of Abzu Resources, will be appointed the company's chief executive officer and president. Dr. Mark Cruise and Mr. Serwa will be appointed to the company's board of directors to replace Barry Price and Greg Amor. The company thanks Mr. Price and Mr. Amor for their support over the years.

Mr. Serwa

Mr. Serwa is a founder of Abzu and has been acquiring properties and property options in West Africa for the past three years. Prior to starting up Abzu, Mr. Serwa worked as a business consultant for clients mainly in Western Canada, including Stone Mountain Holdings (of which he was a director) and Seritech, an electronics company that he successfully moved to Vietnam. Mr. Serwa was a divisional president and director for Vidatron, a public company trading on the exchange, and is currently a director of Cardero Ghana Ltd.

Dr. Cruise

Dr. Cruise has in excess of 18 years of global experience in the mineral exploration history from grassroots exploration through resource definition to production. Dr. Cruise spent eight years employed by Anglo American PLC where he was responsible for the company's exploration portfolio in Europe and North America. Dr. Cruise is founder, president and chief executive officer of Trevali Resource Corp. and a director of Dorato Resources Ltd. He has a BA Mod (honours) degree in geology and an industry-funded PhD degree in economic geology from Trinity College, Dublin, Ireland.

Advisory board

Darin Wagner, chief executive officer of Balmoral Resources Ltd., and Terry Lyons, chairman of Northgate Minerals Corp., will both act on the advisory board of the company.

Mr. Wagner

Mr. Wagner is currently president and chief executive officer of Balmoral Resources, and formerly from West Timmins Mining Inc., where he was president, chief executive officer, director and qualified person from its inception, through the discovery of the high-grade Thunder Creek gold zone in Timmins, Ont., and through West Timmin's sale to Lake Shore Gold Corp. in an all-share deal valued at $424-million completed in November, 2009.

Mr. Lyons

Mr. Lyons is currently chairman of Northgate Minerals, and a director and officer of several public corporations, including director of B.C. Pacific Capital Corp., Canaccord Capital Inc. (audit committee chair), Diamonds North Resources Ltd. and the Vancouver Convention Centre Expansion Project Ltd., as well as several private corporations. He is a past vice-chairman of Battle Mountain Gold Company (audit and special committee), former chairman of Westmin Resources Ltd. and is currently chairman of the Mining Association of B.C.

Ghana

Abzu has chosen to explore for gold in Ghana due to the country's rich history of gold discovery and mining that makes it the second-largest producer in Africa. Ghana has historical production in excess of 100 million ounces and currently is home to numerous active gold mines, seven of which have resources exceeding five million ounces and four of which have resources in excess of 10 million ounces. The stable democratic government offers a business environment with strong land and title laws, and a living environment free of conflict. Most of the gold in Ghana occurs in structurally controlled vein systems along the margins of volcanic belts (Asafo) and in intrabasin shear zones such as along the Asankrangwa trend where the company's initial efforts will be focused on Mpatasie, Golden Reef and U-and-N concessions.

Ghana geology

Ghana covers a portion of a geologically contiguous area known as the West African craton. Rocks of the craton mostly consist of 2,080 to 2,200 million years. Birimian volcanic rocks in belts separated by basins of nearly contemporaneous sedimentary rocks. These belts trend northeast throughout most of West Africa. Some volcanic belts are partially overlain by a distinct assemblage of quartz-rich sedimentary rocks known as Tarkwaian sediments, which locally host modified paleoplacer gold deposits similar to, but smaller than, the Witwatersrand deposits of South Africa. Belt volcanic and basin sediments are intruded by belt- and basin-type granitic plutons. Margins of the volcanic belts are major faults and shear zones which are key hosts for gold mineralization.

Birimian rocks of Ghana host numerous and extensive vein gold deposits, including those along the Ashanti belt, one of the most prolific and famous gold belts of the world. The Asankrangwa trend within the adjacent Kumasi basin is a new emerging belt with the potential for further gold discoveries.

Current work programs

Exploration by three companies in the 1990s (International Gold Resources, Leo Shield Exploration Ghana Ltd. and Resolute Mining Ltd.) and by Abzu in 2008, has consistently and repeatedly identified stream sediment and soil anomalies which align along the Asankrangwa structural trend. Trenching and limited drilling by past explorers have intersected multiple intervals with greater than one gram per tonne gold over interval widths up to 65 metres. Examples of important intercepts reported by Leo Shield and Resolute in 1997 and 1999, respectively, include 65 metres of 1.10 grams per tonne gold (Leo Shield trench TAPO-18), 22 metres of 4.8 grams per tonne, including four metres of 24 grams per tonne gold (Leo Shield APRC-007) and 13 metres of 2.25 grams per tonne gold (Resolute KIT 1260).

A staged exploration program is planned for the Asankrangwa trend and Asafo concessions. The work program calls for soil, auger and trench sampling, geological mapping, and an aerial EM and magnetic geophysical survey. It is anticipated that surface geochemical anomalies will be drill tested. Funds described above will be used to perform these exploration activities.

Change in head office

The company further announces that it has moved its office to Suite 1920, 1188 West Georgia St., Vancouver, B.C., V6E 4A2 (telephone: 604-408-7488; facsimile: 604-408-7499).

We seek Safe Harbor.

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