Stratex enters Subscription Agreement for the acquisition of Units of Tembo Gold Inc.

Stratex enters Subscription Agreement for the acquisition of Units of Tembo Gold Inc.

Canada NewsWire

TORONTO, Nov. 25, 2013 /CNW/ – This news release is issued by Stratex
International plc, pursuant to the early warning requirements of
National Instrument 62-103 with respect to units (“Units“) of Tembo Gold Inc. (the “Company“), a reporting issuer in certain jurisdictions in Canada. In
accordance with such early warning requirements, Stratex International
plc’s wholly-owned subsidiary Stratex Gold AG (“Stratex“) 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 Stratex, NAMF II (Mauritius) Limited and NAMF II South Africa
Partnership, Concept Capital Management Limited (collectively, the “Investor Group“) and the Company dated November 25, 2013, Stratex agreed to subscribe
for an aggregate of 17,500,000 Units of the Company at a price of $0.10
per Unit. 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 $0.12 per Share for a period of three years from the closing
date. Please refer to the press release of the Company dated November
15, 2013
for additional detail with respect to the transaction. The
previous subscription agreement reflected in the news release dated
October 28, 2013 was mutually terminated by the Investor Group and
Company.

The Company currently has outstanding 49,586,213 Common Shares on a
non-diluted basis. Assuming the completion of the maximum financing
indicated in the press release of the Company dated November 15, 2013
of $8.25 million, Stratex will own 17,500,000 Common Shares or
approximately 13.2% of the outstanding Common Shares on a non-diluted
basis. Stratex will also own 17,500,000 Warrants and if exercised an
aggregate of 35,000,000 Common Shares or approximately 23.4% of the
outstanding Common Shares on a partially-diluted basis. As of the date
hereof, Stratex has not completed its purchase of the Units pursuant to
the Subscription Agreement. It currently does not own any other
securities 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 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.

Collectively, the Investor Group members have agreed to subscribe for
62,500,000 Units. The issuance of Units to the Investor Group and
assuming the completion of the maximum financing indicated in the press
release of the Company dated November 15, 2013 of $8.25 million,
including those Common Shares of the Company currently held by the
Investor Group, will represent approximately 49.2% (65,000,000 Common
Shares) of the issued and outstanding Common Shares on a non-diluted
basis and up to approximately 59.4% (127,500,000 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 security holdings in the Company as
required. The Subscription Agreement provides each Investor Group
member with a right to maintain its pro rata interest in the Company,
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 Stratex at telephone number: +44 (0) 207 830 9650.

Note on Forward-Looking Information

This press release includes certain forward-looking information,
including statements relating to Stratex’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 Stratex’s current expectations and plans relating to
the future. Readers are cautioned that such information may not be
appropriate for other purposes. Stratex undertakes no obligation to
publicly update or revise any forward-looking information contained in
this press release, except as required by applicable laws.

SOURCE Stratex International plc

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