/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, Feb. 6, 2013 /CNW/ - Tembo Gold Corp. (TSX-V:TEM) ("Tembo" or the "Company") is pleased to announce that it has filed a preliminary short form
prospectus in connection with a fully marketed offering of units of the
Company (the "Units") at a price of $0.40 per Unit to raise minimum
aggregate gross proceeds of $3,500,000 (the "Offering"). The Offering
is being conducted by a syndicate of agents led by Canaccord Genuity
Corp. (collectively, the "Agents"). Each Unit will be comprised of one
common share of the Company and one half of one common share purchase
warrant. Each warrant will entitle the holder to purchase one common
share of the Company at a price of $0.60 for a period of 36 months
following the Closing Date (as hereinafter defined).
In addition, the Company has granted the Agents an option to purchase up
to that number of additional Units as is equal to 15% of the Units
issued pursuant to the Offering, exercisable for a period of up to 48
hours prior to the closing of the Offering.
The Units to be issued under the Offering will be offered by way of a
short form prospectus filed in British Columbia, Alberta and Ontario.
The proceeds raised from the Offering will be used for the exploration
and development of the Company's projects in Tanzania and for general
working capital purposes.
The Offering is expected to close on or about February 28, 2013 (the
"Closing Date") and is subject to certain conditions, including but not
limited to, the receipt of all necessary regulatory approvals,
including the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
About Tembo Gold Corp.
Tembo is a Canadian publicly listed mineral exploration company focused
on the exploration and development of gold projects in Tanzania and the
rest of Africa. The Company currently has a 100% interest in the Tembo
Gold Project that is located adjacent to African Barrick's Bulyanhulu
Mine in the prolific Lake Victoria Greenstone belt in Tanzania. The
company is led by a highly experienced team with a proven history of
developing, financing, and operating mining projects in Africa.
On behalf of the Board of Directors of Tembo, David Scott, President,
CEO and Director.
Certain information set out in this news release constitutes
forward-looking information. Forward looking statements are often, but
not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may", "will",
"intend", "could", "might", "should", "believe" and similar
expressions. In particular, this news release contains forward-looking
statements in respect of the use of the net proceeds from the Offering
and the completion and timing of the Offering. Forward-looking
statements are based upon the opinions and expectations of management
of the Company as at the effective date of such statements and, in
certain cases, information provided or disseminated by third parties.
Although the Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, and
that information obtained from third party sources is reliable, they
can give no assurance that those expectations will prove to have been
correct. With respect to forward-looking statements contained in this
news release, the Company has made assumptions regarding, among other
things, the ability to develop the Company's properties, the economic
climate in the jurisdictions where the Company carries on operations
and commodity prices. Although the Company believes that the
expectations reflected in the forward-looking statements contained in
this document, and the assumptions on which such forward-looking
statements are made, are reasonable, there can be no assurance that
such expectations will prove to be correct. Readers are cautioned not
to place undue reliance on forward-looking statements included in this
document, as there can be no assurance that the plans, intentions or
expectations upon which the forward-looking statements are based will
occur. By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties that contribute
to the possibility that the predictions, forecasts, projections and
other forward-looking statements will not occur, which may cause actual
results in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied by
such forward-looking statements. These risks and uncertainties include,
among other things, a significant drop in the price of gold, political
turmoil in Tanzania and other risk factors set forth in the Company's
continuous disclosure. Readers are cautioned that this list of risk
factors should not be construed as exhaustive. These statements are
made as at the date hereof and unless otherwise required by law, the
Company does not intend, or assume any obligation, to update these
NEITHER THE 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 NEWS
SOURCE: Tembo Gold Corp
For further information:
Director & VP Business Development