Tembo Gold Corp. Announces Equity Financing

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 6, 2013 /CNW/ - Tembo Gold Corp.(TSX-V:TEM) ("Tembo" or the "Company") is pleased to announce that it has filed a preliminary short form prospectus in connection with a fully marketed offering of units of the Company (the "Units") at a price of $0.40 per Unit to raise minimum aggregate gross proceeds of $3,500,000 (the "Offering").  The Offering is being conducted by a syndicate of agents led by Canaccord Genuity Corp. (collectively, the "Agents").  Each Unit will be comprised of one common share of the Company and one half of one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the Company at a price of $0.60 for a period of 36 months following the Closing Date (as hereinafter defined).

In addition, the Company has granted the Agents an option to purchase up to that number of additional Units as is equal to 15% of the Units issued pursuant to the Offering, exercisable for a period of up to 48 hours prior to the closing of the Offering.

The Units to be issued under the Offering will be offered by way of a short form prospectus filed in British Columbia, Alberta and Ontario.

The proceeds raised from the Offering will be used for the exploration and development of the Company's projects in Tanzania and for general working capital purposes.

The Offering is expected to close on or about February 28, 2013 (the "Closing Date") and is subject to certain conditions, including but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

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.

About Tembo Gold Corp.
Tembo is a Canadian publicly listed mineral exploration company focused on the exploration and development of gold projects in Tanzania and the rest of Africa. The Company currently has a 100% interest in the Tembo Gold Project that is located adjacent to African Barrick's Bulyanhulu Mine in the prolific Lake Victoria Greenstone belt in Tanzania. The company is led by a highly experienced team with a proven history of developing, financing, and operating mining projects in Africa.

On behalf of the Board of Directors of Tembo, David Scott, President, CEO and Director.

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 Offering and the completion and timing of the Offering. 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

SOURCE: Tembo Gold Corp