The Offering remains subject to the final approval of the TSX Venture Exchange. The net proceeds of the Offering will be used by the Company to fund ongoing exploration costs on its properties in Tanzania and for working capital purposes. The securities issued are subject to a hold period expiring in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws and such further restrictions as may apply under foreign securities laws. All the directors approved the transaction as the board considers the nominee appointed to the board by NAMF to be an independent member of the board. The board of directors of the Company reviewed the Financing and considered it to be in the best interests of the Company. NAMF also own 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. NAMF now collectively owns 37,800,000 Common Shares or approximately 30.1% of the outstanding Common Shares on a non-diluted basis. 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 Tembo's market capitalization. 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"). Each Warrant is exercisable for one common share of the Company (" Common Share") until Januat an exercise price of C$0.12.Īs previously indicated, the investors who subscribed for Units under the Financing were NAMF II (Mauritius) Limited as to C$218,400 and NAMF II South Africa Partnership as to C$61,600 (collectively, " NAMF"). (TSX VENTURE:TEM)( T23.F) ("Tembo" or the "Company") is pleased to announce that it has issued 2,800,000 units (the " Units") of the Company at a price of C$0.10 per Unit for aggregate gross proceeds of C$280,000 pursuant to its previously announced private placement (the " Financing") in the news release dated January 2, 2014.Įach Unit consists of one common share of the Company and one common share purchase warrant (a " Warrant").
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