TEM Tembo Gold Corp

Tembo Gold Corp. (TSX VENTURE:TEM)(FRANKFURT:T23) ("Tembo" or the "Company") is
pleased to announce today that it has entered into a subscription agreement
("Subscription Agreement") with NAMF II (Mauritius) Limited, NAMF II South
African Partnership (together "NAMF"), Stratex Gold A.G. ("Stratex") and Concept
Capital Management Limited ("CCM") (collectively, the "Investor Group"). The
Subscription Agreement provides for the Investor Group to subscribe for up to
44,380,000 subscription receipts (the "Subscription Receipts") at a price per
Subscription Receipt of C$0.15 for gross proceeds of up to C$6.657 million to
the Company.


The Subscription Agreement sets forth certain rights of the Investor Group in
connection with their security holdings in the Company, including that the
Company shall fulfill certain reporting requirements to the Investor Group and
the Investor Group members will each be granted a right to maintain their pro
rata interest in the Company following the conversion of their Subscription
Receipts, subject to maintaining a minimum 5% equity interest in the Company. In
addition, the Subscription Agreement provides that the board of directors of the
Company will be reconstituted with a majority of directors comprised of nominees
of the Investor Group. It is proposed that three current directors of the
Company will resign as needed from the board and a nominee of each of NAMF,
Stratex, and CCM will be appointed to fill such vacancies. Each nominee will be
appointed immediately following the conversion of the Subscription Receipts of
the applicable Investor Group member. The Investor Group will also have
nomination rights on a going forward basis. These right are subject to each
Investor Group member maintaining a minimum 10% equity interest in the Company.
The biographies of the proposed directors are as follows:


Neil Gardyne - Mr. Gardyne is a geologist with over 35 years' experience in
exploration and mining ventures in Southern Africa, and has been involved in
managing Private Equity/ Venture Capital funds focusing on early stage
exploration and mine development in South Africa for the past 12 years. He has a
BSc (Hons) degree in Geology from the University of Kwa-Zulu Natal, and is
currently a Director on the Board of NAMF II (Mauritius) Ltd, Decorum Capital
Partners (Pty) Ltd, and NAMF Corporate Advisory Services (Pty) Ltd. 


Bob Foster (BSc, PhD, FIMM, CEng, FGS, CGeol) - Dr. Foster has 39 years of
experience as a professional economic geologist and has particular expertise in
the genesis of and exploration for gold deposits, having worked in Europe,
Central Asia, North and South America, and throughout Africa. Following ten
years in the mining industry in Rhodesia (now Zimbabwe) he joined Southampton
University in 1984 where he subsequently devoted more than 15 years to lecturing
and managing a large applied research group investigating ore-forming processes
and mineral exploration strategies before spending six years with UK-based
Exploration Consultants Ltd as Minerals Manager. He has published numerous
scientific and technical papers and has been an invited keynote speaker at very
many international scientific and technical conferences around the world. He is
Chief Executive of Stratex International Plc, an AIM-quoted company operating in
Turkey and East and West Africa.


Frank Hoegel - Mr. Hoegel currently serves as Chief Executive Officer of Peter
Beck Performance Fonds GbR, and sits on the advisory board of Concept Capital
Management, an Asset Management Company focused on evaluating and investing in
Canadian resource companies through equity investments, convertible bonds and
gold, silver, and copper off-take agreements. Mr. Hoegel completed his degree in
Master of Business Administration (FH) with a focus on Financial Management,
Banking and International Business & Management from the University of
Nurtingen, Germany. 

The financing remains subject to a number of conditions, including without
limitation, the acceptance and approval of the TSX Venture Exchange.


The Subscription Agreement will be available on the Company's SEDAR profile at
www.sedar.com. 


Tembo's management encourages any and all shareholder who would like additional
information related to the private placement to contact the company by email
(mcernovitch@tembogold.com) or by phone (416-619-9010). 


About New Africa Mining Fund II 

The New Africa Mining Fund II is a junior mining venture capital fund which
provides capital for early to later stage exploration and mining development
projects in all minerals except diamonds and uranium, throughout Africa. The New
Africa Mining Fund II adheres to the common standards and investment practices
which have been developed and successfully followed by Private Equity investment
firms in other markets. Such practices include due diligence, strict attention
to corporate governance and sustainable development policies and a disciplined
approach to timely investment realization.


About Stratex International Plc. (AIM:STI) 

Stratex is an AIM-listed company focused on the exploration and development of
gold and high-value base metals in Turkey, East Africa and West Africa. Listing
in January 2006, the company has been positioned to take advantage of the
current paucity of exploration activities and the resultant projected shortage
in supply of precious and base metals. Since inception Stratex has rapidly
amassed a portfolio of high-potential exploration licences in central and
western Turkey, Ethiopia and Djibouti, and Senegal and Mauritania, as a result
of the company's informed and aggressive approach to terrain analysis and
prospect identification.


About Concept Capital Management 

CCM, is a private German based Asset Management Company focused on evaluating
and investing in Canadian resource companies through equity investments,
convertible bonds and gold, silver, and copper off-take agreements. 


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 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'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,

David Scott, President & CEO

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 in
respect of certain anticipated goals and expectations in connection with the
financing and the anticipated reconstitution of the board of directors of Tembo.
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. The forward-looking statements
contained herein after provided for the purpose of providing readers with the
Company's expectations and goals in connection with the Financing, and may not
be suitable for other purposes. Readers are cautioned not to place undue
reliance on forward-looking statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Tembo Gold Corp.
Marc Cernovitch
Director & VP Business Development
416.619.9010
mcernovitch@tembogold.com

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