/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Oct. 2, 2012 /CNW/ - Tembo Gold Corp. (TSXV: TEM) ("Tembo" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of agents led by Canaccord Genuity Corp. (the "Agents") to sell 8,000,000 units of the Company (the "Units") on a private placement commercially reasonable efforts basis at a price of C$0.50 per Unit ("Offer Price") for gross proceeds of up to C$4,000,000 (the "Offering"). Each Unit shall consist of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable into one common share of the Company for a period of 18 months after the closing of the Offering at an exercise price of C$0.80.
The Company has granted the Agents an option (the "Agents' Option") to sell additional Units at the Offer Price to raise additional gross proceeds of up to C$2.0 million. The Agents' Option shall be exercisable for a period up to 48 hours prior to the closing of the Offering.
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 closing of the Offering is anticipated to occur on or before October 25, 2012 and is subject to receipt of applicable regulatory approvals including the approval of the TSX Venture Exchange. Securities issued under the Offering will be subject to a four month hold period, which will expire four months from the closing date of the Offering.
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 Gold (TSXV: TEM) 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 100% interest in the Tembo Gold Project that is located adjacent to African Barrick's 20Moz 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. The company has commenced its 90,000m drill program on its Tembo Gold Project.
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 Private Placement, the completion and timing of additional closings of the Non-Brokered Private Placement, the payment of certain finders' fees and the listing of the Common Shares on the TSXV. 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 forward-looking statements.
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 RELEASE
SOURCE: Tembo Gold Corp.
For further information:
Director & VP Business Development