REVERSE TAKEOVER COMPLETED AND PRIVATE PLACEMENT CLOSED
December 20, 2006 Symbol: TSX-V:AZG
Shares issued: 65,794,137
CALGARY, ALBERTA – Matthew Russell, President of Azteca Gold Corp. (the "Company") announces that at its annual general and special meeting of shareholders held on December 1, 2006 the shareholders of the Company approved the reverse takeover of Hansa Corporation by the principals of Minera Azteca de Oro y Plata S. A. de C. V. ("Minera"), a private Mexican company, as the transaction was announced on June 28, 2006. The shareholders also approved the renaming of the Company to Azteca Gold Corp.
The shareholders elected Matthew F. Russell, Ed Schiller, Richard F. Nanna and John Mears as the new directors of the Company. Following the shareholders meeting the board of directors appointed Matthew Russell as President, CEO and Chairman of the Board and Randal Squires as CFO.
Prior to joining the board, Mr. Russell was EVP Operations and Chief Operating Officer of Idaho General Mines, Inc. (GMO:AMEX) from Q1 2004 until Q2 2006. Mr. Russell was instrumental in Idaho General acquiring the Mount Hope and Hall-Tonopah Molybdenum Properties, and being quoted on the AMEX. Mr. Russell has 15 years of project management experience in the mining sector and has managed mine feasibility studies, mine plant design, development of a new hydrometallurgical process, coal preparation plant construction, and design and construction of mobile and overland conveyors for the copper and gold heap leach industries. Mr. Russell received his MBA from Gonzaga University in 1998.
John Mears is a Registered Professional geologist with over 12 years of experience working in the mining and exploration industry for several major exploration companies in Nevada, Utah, and abroad. His experience ranges from field geology to production management and finance due diligence. He is currently a director of Nevada Star.
Richard Nanna is currently Senior Vice-President, Exploration with a Denver-based gold corporation, with over 30 years experience in the mining and exploration industry in Nevada and abroad. Mr. Nanna is perhaps best known for his work on the Getchell Project in Nevada in the 1990s where he discovered over 12 million ounces of gold.
Edward Schiller has a PhD in Geology and has been a consulting geologist in Canadian and international mineral exploration for over 45 years. Dr. Schiller has served on the board of a number of publicly traded companies in Canada.
Mr. Squires is President of Partition Specialties, Inc., a private, commercial construction company in California. During his 16 year tenure he has held positions including Controller and Vice President of Business Development and Strategy. As Controller his responsibilities included budgeting, cash management, financial statement preparation and analysis, audit preparation, and bank, bonding and insurance relationship management. He received his MBA from Golden Gate University in 1995.
Subject to final regulatory approval, on December 12, 2006 the non-brokered private placement was completed with the issuance of 19,414,330 units for total proceeds of $ 2,912,150. Each unit consists of one common share and one half of one share purchase warrant. The warrants expire on December 12, 2008. Both the shares and the warrants will be subject to a hold period until April 12, 2007.
The Company issued 500,000 options to Blackmont Capital Inc. who acted as sponsor pursuant to the policies of the TSX Venture Exchange. These options entitle Blackmont Capital Inc. to subscribe for one common share for $0.35 for a 2-year period from the date of the Exchange bulletin finally approving the transaction.
As previously announced, as part of the re-organization, the Company issued 30,500,000 common shares and 7,500,000 warrants. These warrants entitle the holder to subscribe for one common share for $0.50 expiring December 12, 2008. As a result of the transaction, the Company now holds the lease purchase agreements for the Guerra Al Tirano and Tres De Mayo Concessions in the State of Chihuahua, Mexico through its wholly owned subsidiary Minera.
The Guerra al Tirano (GAT) Gold-Silver Property has property payments of US$500,000 due November 2007 and November 2008. The Tres De Mayo (TDM) Gold-Silver Property has property payments of: US $400,000 due June 2007 and December 2007; and US $500,000 due June 2008.Upon the above payments being made, the titles to the GAT and TDM properties will be registered in the name of Azteca Gold Corp.
The Guerra al Tirano/Tres de Mayo exploration target area falls near the middle of a historically productive gold-silver belt. The closest gold exploration and development to the Guerra al Tirano/Tres de Mayo targets is the Palmarejo deposit controlled by Palmarejo Gold, 11 km on trend to the northwest. Further information on the properties can be found in our NI 43-101 technical report filed on SEDAR June 28, 2006. The NI 43-101 report, completed on behalf of the Company on May 11, 2006, was prepared by John Cleary, an independent consulting geologist, a “qualified person” for the purposes of NI 43-101, who also reviewed this press release.
For further information, please contact:
Matthew Russell, President
Telephone: 1-509-464-0172
Email: info@azteca-au.com
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