Tembo Capital Mining Fund LP

May 25, 2016 14:00 ET

Tembo Capital Mining Fund LP Acquires Additional Commons Shares of DuSolo Fertilizers Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 25, 2016) - Tembo Capital Mining Fund LP, of Carinthia House, 9-12 The Grange, St. Peter Port, Guernsey, GY1 4BF UK, announces that pursuant to a non-brokered private placement (the "Private Placement") of DuSolo Fertilizers Inc. ("DuSolo") of common shares which closed on May 20, 2016, Tembo Capital Mining Fund LP acquired 62,500,000 common shares of DuSolo ("Common Shares") at a price of CAD $0.04 per share for a total subscription price of CAD$2,500,000. The 62,500,000 Common Shares acquired by Tembo Capital Mining Fund LP pursuant to the Private Placement represent approximately 25.81% of the issued and outstanding Common Shares.

After giving effect to the acquisition referred to above, Tembo Capital Mining Fund LP beneficially owns a total of 90,563,519 Common Shares representing approximately 37.40% of the issued and outstanding Common Shares on a non-diluted basis, plus (i) the right to acquire additional 3,982,500 Common Shares upon exercise of warrants (the "PP Warrants") issued pursuant to a private placement that was completed on September 30, 2015 and (ii) 7,500,000 Common Shares and 7,500,000 warrants (the "Loan Warrants") upon conversion of a loan (the "Loan") issued to the Offeror on September 30, 2015, representing approximately 40.68% of the Company's issued and outstanding Common Shares calculated on a partially-diluted basis assuming the exercise of the PP Warrants, the issue of the Common Shares and Loan Warrants upon conversion of the Loan and the exercise of the Loan Warrants.

Tembo Capital Mining Fund LP is an "Accredited Investor" and therefore, DuSolo relied on the exemption from prospectus and registration requirements in connection with the foregoing transaction, contained in Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.

The securities acquired will be held for investment purposes. Tembo Capital Mining Fund LP may, depending on market and other conditions, increase or decrease its beneficial ownership of the Issuer's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

For further information, or to obtain a copy of the subject early warning report filed by Tembo Capital Mining Fund LP in accordance with applicable Canadian securities laws, please contact Paul Siveyer at +44-207-917-2805.

NEITHER 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 RELEASE.

Contact Information

  • For further information, or to obtain a copy of the
    subject early warning report filed by
    Tembo Capital Mining Fund LP in accordance with
    applicable Canadian securities laws:
    Paul Siveyer
    +44-207-917-2805