Zijin Mining to take 9.9% stake in Montage Gold
As part of the deal, the Lundin Family Trust also agreed increase its stake in the company from 17.7% to 19.9%.
TORONTO , Dec. 29, 2011 /CNW/ – Tembo Gold Corp. (“Tembo” or the “Company“) is pleased to announce that it completed the closing of the brokered component of its previously announced private placement by issuing 4,661,500 units of the Company (the “Units“) at a price of $1.00 per Unit for aggregate gross proceeds of $4,661,500 (the “Brokered Private Placement“). The Brokered Private Placement was conducted on a commercially reasonable efforts basis by Canaccord Genuity Corp., Primary Capital Inc. and Scotia Capital Inc. (collectively, the “Agents“). In addition, Tembo announces that it has approved a further increase of up to $2,398,500 of the non-brokered component of its previously completed $6,940,000 private placement to up to $9,338,500 (the “Non-Brokered Private Placement“, the Brokered Private Placement and the Non-Brokered Private Placement, collectively, the “Private Placement“). The increase to the Non-Brokered Private Placement is subject to TSX Venture Exchange (“TSXV“) approval and is anticipated to close in January, 2012. 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.
Each Unit consists of one common share (“Common Share“) of the Company 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 Company paid commissions to the Agents and finders on a portion of the placement equal to 7% of the gross proceeds from such finders (payable in cash or Units) and issued non-transferable broker warrants (“Broker Warrants“) to such finders equal to 7% of the Units issued pursuant to the Private Placement. 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 Company also paid Canaccord Genuity Corp. a corporate finance fee payable by the issuance of 150,000 Units and has agreed, subject to TSXV approval, to pay Access Capital Corp. an overriding finder’s fee equal to 2% of the gross proceeds of the Private Placement, payable by the issuance 224,850 non-transferable Units.
No securities of the Company are currently listed on any exchange. The Company has filed an application to list the Common Shares (inclusive of the Common Shares issuable upon exercise of the Warrants and Broker Warrants) on the TSXV and has received conditional approval. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.
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.
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.
Forward-Looking Statements
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
