January 09, 2014 16:15 ET

NAMF Enters Subscription Agreements for the Acquisition of Units of Tembo Gold Inc.

TORONTO, ONTARIO--(Marketwired - Jan. 9, 2014) - This news release is issued by NAMF II South Africa Partnership and NAMF II (Mauritius) Limited (together "NAMF"), pursuant to the early warning requirements of National Instrument 62-103 with respect to units ("Units") of Tembo Gold Inc. (the "Company"), a reporting issuer in certain jurisdictions in Canada. In accordance with such early warning requirements, NAMF is required to report certain information in respect of its expected holdings of securities of Tembo Gold Corp. (the "Company").

Pursuant to subscription agreements between NAMF and the Company dated January 9, 2014, NAMF agreed to subscribe for an aggregate of 2,800,000 Units of the Company at a price of $0.10 per Unit (the "Financing"). Each Unit consists of one common share ("Common Share") and one common share purchase warrant of the Company ("Warrant"). Each Warrant is exercisable to acquire one Common Share at a price of $0.12 per Share until January 9. 2017. Please refer to the press release of the Company dated January 9, 2014 for additional details with respect to the Financing.

Following the completion of the Financing, the Company currently has outstanding 125,757,634 Common Shares on a non-diluted basis. NAMF purchased 2,800,000 Common Shares or approximately 2.2% of the outstanding Common Shares on a non-diluted basis. If NAMF exercised the Warrants issued pursuant to the Financing NAMF would have purchased an aggregate of 5,600,000 Common Shares or approximately 4.4% of the outstanding Common Shares on a partially-diluted basis.

NAMF now owns an aggregate of 37,800,000 Common Shares or approximately 30.1% of the outstanding Common Shares on a non-diluted basis. NAMF also own an aggregate of 37,800,000 Warrants and if exercised an aggregate of 75,600,000 Common Shares or approximately 46.2% of the outstanding Common Shares on a partially-diluted basis.

The securities were acquired for investment purposes. NAMF will evaluate the investment in the Company from time to time and may, based on such evaluation of market conditions and other circumstances, increase or decrease securityholdings in the Company as circumstances require.

NAMF is currently an insider of the Company and as a result the Financing is considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 ("MI 61-101"). However, the Financing is not subject to the minority approval and valuation requirements under MI 61-101 as there is an applicable exemption from these requirements as neither the fair market value of the subject matter, nor the fair market value of the consideration, for the Financing, insofar as it involves the interested parties, exceeds 25% of the Company's market capitalization.

The private voting arrangement with Concept Capital Management Limited and Stratex Gold AG indicated in the previous early warning report filed by NAMF dated November 25, 2013 was never finalized.

For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the proposed transactions hereunder, please go to the Company's profile on the SEDAR website or contact NAMF at telephone number: +27 11 706 1442.

Note on Forward-Looking Information

This press release includes certain forward-looking information, including statements relating to NAMF's proposed interests in the Company and its future intentions in respect thereof, using words including "anticipate ", "believe", "could", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "will", "would" and similar expressions, which are intended to identify a number of these forward-looking statements. This forward-looking information reflects current views with respect to current and future events and circumstances and is not a guarantee of future performance and is subject to risks, uncertainties and assumptions, including those relating to changes in business, performance and markets. Actual results may differ materially from information contained in the forward-looking information as a result of a number of those factors. Forward-looking information is provided for the purpose of providing information about NAMF's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. NAMF undertakes no obligation to publicly update or revise any forward-looking information contained in this press release, except as required by applicable laws.

Contact Information

  • NAMF II South Africa Partnership
    acting through its general partner
    37 Peter Place, Bryanston Johannesburg
    South Africa
    Attention: Neil Gardyne

    NAMF II (Mauritius) Limited
    6th Floor Tower A
    1 Cyber City, Ebene
    Republic of Mauritius
    Attention: Oummi Joolia