TORONTO, Oct. 28, 2013 /CNW/ – This news release is issued by Concept
Capital Management Limited (“CCM“), pursuant to the early warning requirements of National Instrument
62-103 with respect to subscription receipts (“Subscription Receipts“) of Tembo Gold Inc. (the “Company“), a reporting issuer in certain jurisdictions in Canada. In
accordance with such early warning requirements, CCM is required to
report certain information in respect of its expected holdings of
securities of Tembo Gold Corp. (the “Company“).

Pursuant to a subscription agreement (the “Subscription Agreement“) between CCM, NAMF II (Mauritius) Limited and NAMF II South Africa
Partnership, Stratex Gold AG (collectively, the “Investor Group“) and the Company dated October 28, 2013, CCM agreed to subscribe for
an aggregate of 16,666,667 Subscription Receipts of the Company at a
price of $0.15 per Subscription Receipt. Each Subscription Receipt
will automatically convert to a Unit (as defined below) upon the
applicable clearance by the TSX Venture Exchange of CCM. Each Unit
will consist of one common share (“Common Share“) and one common share purchase warrant of the Company (“Warrant“). Each Warrant will be exercisable to acquire one Common Share at a
price of $0.16 per Share for a period of three years from the closing
date. Please refer to the press release of the Company dated October
8, 2013 for additional detail with respect to the Subscription
Receipts.

The Company currently has outstanding 49,586,213 Common Shares on a
non-diluted basis. Following conversion of the Subscription Receipts
and assuming the completion of the maximum financing indicated in the
press release of the Company dated October 8, 2013 of $8.657 million,
CCM will own up to 19,666,667 Common Shares (including 3,000,000 Common
Shares currently owned by CCM) or approximately 18.33% of the
outstanding Common Shares on a non-diluted basis. CCM will also own
16,666,667 Warrants and if exercised an aggregate of 36,333,334 Common
Shares or approximately 29.31% of the outstanding Common Shares on a
partially-diluted basis. As of the date hereof, CCM has not completed
its purchase of the Subscription Receipts pursuant to the Subscription
Agreement. It currently owns 3,000,000 Common Shares of the Company.

The Investor Group is acting jointly and in concert in making their
investment and intend to enter a private voting arrangement in
connection with their investment which provides for, among other
things, the pooling of the Common Shares owned by the Investor Group
members (assuming conversion of the Subscription Receipts) for purposes
of voting in favour of or against any resolution proposed before or at
a Company meeting submitted to them for vote by round-robin resolution,
the exercise of the collective voting rights, certain restrictions on
encumbrances, the establishment of a pooling agent and certain rights
with respect to the disposition of the Common Shares (assuming
conversion of the Subscription Receipts).

Collectively, the Investor Group members have agreed to subscribe for up
to 44,380,000 Subscription Receipts. The issuance of Units to the
Investor Group upon conversion of the Subscription Receipts and
assuming the completion of the maximum financing indicated in the press
release of the Company dated October 8, 2013 of $8.657 million,
including those Common Shares of the Company currently held by the
Investor Group, will represent approximately 44.2% (47,380,000 Common
Shares) of the issued and outstanding Common Shares on a non-diluted
basis and up to approximately 60.5% (91,760,000 Common Shares on
exercise of the Warrants) of the issued and outstanding Common Shares
assuming exercise of the Warrants by the Investor Group.

The securities are to be acquired for investment purposes. The Investor
Group will evaluate the investment in the Company from time to time and
may, based on such evaluation of market conditions and other
circumstances, increase or decrease securityholdings in the Company as
circumstances require. The Subscription Agreement provides each
Investor Group member with a right to maintain its pro rata interest in
the Company following conversion of the Subscription Receipts, subject
to the Investor Group member maintaining a minimum 5% equity interest
in the Company.

For further information and to obtain a copy of the early warning report
filed under applicable Canadian provincial securities legislation in
connection with the proposed transactions hereunder, please go to the
Company’s profile on the SEDAR website www.sedar.com or contact CCM at: f.hoegel@ccm-ag.com.

Note on Forward-Looking Information

This press release includes certain forward-looking information,
including statements relating to CCM’s proposed interests in the
Company and its future intentions in respect thereof, using words
including “anticipate “, “believe”, “could”, “expect”, “intend”, “may”,
“plan”, “potential”, “project”, “seek”, “should”, “will”, “would” and
similar expressions, which are intended to identify a number of these
forward-looking statements. This forward-looking information reflects
current views with respect to current and future events and
circumstances and is not a guarantee of future performance and is
subject to risks, uncertainties and assumptions, including those
relating to changes in business, performance and markets. Actual
results may differ materially from information contained in the
forward-looking information as a result of a number of those factors.
Forward-looking information is provided for the purpose of providing
information about CCM’s current expectations and plans relating to the
future. Readers are cautioned that such information may not be
appropriate for other purposes. CCM undertakes no obligation to
publicly update or revise any forward-looking information contained in
this press release, except as required by applicable laws.

SOURCE Concept Capital Management Limited