Vancouver, June 30, 2020 – Tembo Gold Corp. (TSXV: TEM) (“Tembo” or the “Company”) announces that further to its press releases dated June 10, 2020 and June 16, 2020 it has not filed its annual audited consolidated financial statements, management’s discussion and analysis, and chief executive officer and chief financial officer certifications for the financial year ended December 31, 2019 (collectively, the “Annual Filings”), which were required to be filed by June 15, 2020. The British Columbia Securities Commission granted a management cease trade order against the Company’s chief executive officer andchief financial officer on June 16, 2020.
Pursuant to the requirements of Section 10 of National Policy 12-203 Management Cease Trade Orders (the “Alternative Information Guidelines”), the Company reports the following:
- there have been no material changes in the affairs of the Company and work is progressing on the Company’s audit;
- there has not been any failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the Alternative Information Guidelines;
- there has not been, nor is there anticipated to be, any specified default subsequent to the failure of the Company to file the Annual Filings by June 15, 2020; and
- there is no other material information about the affairs of the Company that has not been generally disclosed.
The Company confirms that it intends to satisfy the provisions of the Alternative Information Guidelines for so long as it remains in default of the filing requirements set out herein.
The Company is also providing an update on the status of the filing of its interim financial statements and accompanying management’s discussion and analysis for the three months ending March 31, 2020, together with the related officer certificates (collectively, the “Interim Filings”) as required by Part 4 and Part 5 of National Instrument 51-102 – Continuous Disclosure Obligations and Part 5 of National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings. As previously announced, the Company is relying on the 45-day filings extension for its Interim Filings provided under B.C. Instrument 51-515 – Temporary Exemption from Certain Corporate Finance Requirements. The 45- day filing extension is being provided in response to the COVID-19 pandemic, for certain periodic filings that are required to be made on or before June 1, 2020. The Company continues to work diligently and expeditiously with its auditors to file its Interim Filings before July 16, 2020.
The Company’s directors, officers and other insiders are subject to a trading blackout that reflects the principals described in section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and
Revocations in Multiple Jurisdictions, until such time as it is no longer applicable. The Company confirms that there have been no material business developments that have occurred subsequent to the filing of the Company’s September 30, 2019 interim financial statements on November 28, 2019, that have not already been disclosed by the Company through news releases filed on SEDAR.
About Tembo Gold Corp.
Tembo is a Canadian publicly-listed mineral exploration company with a 100% interest in the Tembo Gold Project which is located adjacent to African Barrick’s 14Moz Bulyanhulu Gold Mine in the prolific Lake Victoria Greenstone belt in Tanzania. Tembo’s focus is the discovery and development of gold projects in Africa. The Company has assembled a highly experienced team with a proven history of developing, financing, and operating mining projects in Africa. The Company’s exploration strategy is to discover mineral resources as well as continue to look for additional opportunities that can bring value to the Company and shareholders.
On Behalf of the Board of Directors of Tembo,
President & CEO
For more information please contact:
Director & VP Corporate Development
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.
Cautionary Note Regarding 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. This news release contains forward-looking statements, including, without limitation, the anticipated filing date for the Interim Filings. 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. Readers are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include that the Company does not file its Required Filings and Interim Filings by the deadline. Accordingly, the actual events may differ materially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, except as may be required by applicable securities laws.