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DuSolo Fertilizers Inc
Symbol DSF
Shares Issued 158,944,385
Close 2016-05-24 C$ 0.04
Market Cap C$ 6,357,775
Recent Sedar+ Documents

DuSolo investor Tembo acquires 62.5 million shares

2016-05-25 13:54 ET - News Release

Mr. Paul Siveyer of Tembo reports

TEMBO CAPITAL MINING FUND LP ACQUIRES ADDITIONAL COMMONS SHARES OF DUSOLO FERTILIZERS INC.

Pursuant to a non-brokered private placement of DuSolo Fertilizers Inc. of common shares which closed on May 20, 2016, Tembo Capital Mining Fund LP of Carinthia House, 9-12, the Grange, St. Peter Port, Guernsey, GY1 4BF, United Kingdom, acquired 62.5 million common shares of DuSolo at a price of four cents per share for a total subscription price of $2.5-million. The 62.5 million common shares acquired by Tembo Capital Mining Fund pursuant to the private placement represent approximately 25.81 per cent of the issued and outstanding common shares.

After giving effect to the acquisition referred to above, Tembo Capital Mining Fund beneficially owns a total of 90,563,519 common shares, representing approximately 37.4 per cent 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 issued pursuant to a private placement that was completed on Sept. 30, 2015, and (ii) 7.5 million common shares and 7.5 million warrants upon conversion of a loan issued to the offeror on Sept. 30, 2015, representing approximately 40.68 per cent of the company's issued and outstanding common shares, calculated on a partially diluted basis, assuming the exercise of the private placement warrants, the issue of the common shares and loan warrants upon conversion of the loan, as well as the exercise of the loan warrants.

Tembo Capital Mining Fund 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 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 in accordance with applicable Canadian securities laws, please contact Paul Siveyer at 44-207-917-2805.

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