/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Feb. 21, 2012 /CNW/ - Tembo Gold Corp. ("Tembo" or the "Corporation") is pleased to announce that it completed the closing of the non-brokered component of its previously announced private placement by issuing 1,402,000 units of the Corporation (the "Units") at a price of $1.00 per Unit for aggregate gross proceeds of $1,402,000 (the "Private Placement"). Each Unit consists of one common share ("Common Share") of the Corporation and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share at a price of $1.75 on or before December 29, 2014.
In connection with the Private Placement, the Corporation paid commissions to the finders on a portion of the Private Placement, including the payment of $86,800 in cash and the issuance of 7,490 Units, collectively equal to 7% of the gross proceeds attributable to such finders, and the issuance of 94,290 non-transferable broker warrants ("Broker Warrants") to such finders, being equal to 7% of the Units issued pursuant to the Private Placement attributable to the finders. Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of $1.00, at any time up to 4:30 p.m. (Toronto time) on the date that is 24 months from issuance. The Corporation also paid Access Capital Corp. an overriding finder's fee equal to 2% of the gross proceeds of the Private Placement, which was paid by the issuance 26,940 Units.
In addition, the Corporation issued 46,296 units for aggregate gross proceeds of $25,000, each unit consisting of one Common Share and one half of one common share purchase warrant, which warrant entitles the holder to purchase until 4:00 p.m. (Calgary time) on September 16, 2013 one fully paid and non-assessable Common Share at a price of $0.81 per Common Share. The 46,296 units were issued to a single subscriber that had subscribed for units in respect of the September 16, 2011 private placement of the Corporation, but which units were not issued due to an administrative error.
The Common Shares (inclusive of the Common Shares issuable upon exercise of the Warrants and Broker Warrants), Warrants and Broker Warrants issued pursuant to the Private Placement are subject to a four month hold period which will expire four months from the date of issuance. Tembo intends to use the net proceeds raised from the Private Placement for exploration and development of its Tembo gold project in Tanzania and for general working capital purposes.
The Corporation is also pleased to announce that the Common Shares will commence trading on the TSX Venture Exchange ("TSXV") on February 22, 2012 under the trading symbol "TEM". On December 21, 2011, the TSXV issued its conditional listing approval of the Common Shares on the TSXV and the Corporation has now received confirmation from the TSXV that the conditions for listing as a Tier 1 Mining Issuer have been satisfied. The TSXV issued its Final Exchange Bulletin on February 21, 2012.
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.
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 among other things, the use of the net proceeds from the Private Placement, the listing of the Common Shares on the TSXV and the timing of the listing of the Common Shares on the TSXV. Forward-looking statements are based upon the opinions and expectations of management of the Corporation as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Corporation 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 Corporation has made assumptions regarding, among other things, the ability to develop the Corporation's properties, the economic climate in the jurisdictions where the Corporation carries on operations and commodity prices. Although the Corporation 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, risks related to the development and exploration of the Company's properties; the risks related to securing title to its properties; risks related to mining operations; risks related to operating in a foreign jurisdiction; risks related to safety and human rights; environmental risks; the risks related to insurance and uninsured risks; risks related to competition; risks related to the company's early stage of development; risks related to the liquidity of the Common Shares; risks related to commodity prices; risks related to dependence on management; risks related to the Company's ability to raise additional financing; and risks related to conflicts of interests and other risk factors set forth in the Corporation's Listing Application under the heading "Risk Factors", a copy of which is filed on SEDAR at www.SEDAR.com. 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 Corporation 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
For further information:
Vice President, Corporate Development and a Director
Email: [email protected]