Tembo Gold Corp. (TSXV:TEM) entered into agreement to acquire Imwelo Gold Project in Tanzania from Lake Victoria Gold Ltd for CAD 4.9 million on August 9, 2023. Under the Agreement, Tembo will acquire the Project for consideration of C$5,500,000, consisting of approximately 23.6 million common shares of Tembo at a deemed value of CAD 0.22 per share, plus approximately $221,000 cash (CAD 0.296,157). LVG will be required to hold the Tembo shares received as consideration for the Acquisition in escrow in accordance with the share release conditions outlined below: 1/3 of shares released from escrow upon Commercial Production (as defined in the Agreement) being achieved on the Project; ? 1/3 of shares (1/2 of remaining shares) released 6 months after Commercial Production; and 1/3 of shares (all remaining shares) released 12 months after Commercial Production. If Commercial Production is not achieved within 3 years of closing, the escrow shares will be released to LVG. During the escrow period, Tembo (or its nominee) will retain voting rights over the escrowed shares. Following the completion of the Acquisition, a nominee of LVG will be added to Tembo?s Board of Directors and Seth Dickinson will be offered the role of Chief Operating Officer of Tembo. In conjunction with the Acquisition, Tembo has entered into a binding letter of intent (?LOI?) with Taifa for a financing commitment of CAD 11,520,000 (48,000,000 shares) (the ?Financings?). Taifa, owned by Tanzanian tycoon Rostam Aziz, was founded in 1987 as a civils and earth-moving operation in Mbeya, Tanzania. Tembo intends to use the proceeds from the initial Financing for the Acquisition and development of the Project. Upon completion of the Acquisition and the Financings, it is expected that Taifa will own approximately 27.1% of Tembo?s outstanding shares on a partially diluted basis, and LVG or its shareholders will own approximately 13.3%.

The transaction is subject to satisfactory completion of due diligence by Tembo, acting reasonably, Tembo obtaining all necessary shareholder approvals to complete the Acquisition, Tembo and LVG obtaining all required regulatory approvals, including in respect of the Fair Competition Act (Tanzania) and the TSX Venture Exchange (?TSXV?) to proceed with the Acquisition, completion of the initial tranche of the Financings, completion of a technical report on the Project and acceptance of the report by the TSXV and other customary conditions precedent for a transaction of this nature. Tembo reserves the right to complete additional financings either before or after completion of the Acquisition or the Financings. All securities of Tembo issued pursuant to the Financings will be subject to a 4 month hold period from the date of issuance under applicable Canadian securities laws. Closing of the Acquisition is expected to be completed by December, 2023.