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Released 07:00 18-Nov-2013

Number 1953T


Stratex International Plc / Index: AIM / Epic: STI / Sector: Mining

Stratex International Plc  -

Changes to Strategic Private Placement in Tembo Gold Corporation

Stratex International Plc, the AIM-quoted exploration and development company focussed on gold and base metals in Turkey, East Africa and West Africa, announces that it has terminated its previously announced private placement with Tembo Gold Corporation (TSXV: TEM; “Tembo”) as a result of certain conditions precedent namely the minimum subscription requirement of C$7.0 million (announcement dated 9th October 2013), having not been met. Stratex will participate in a new non-brokered private placement (the ‘Financing’) on revised terms. The gross proceeds for the Financing will be C$8.25 million. Wholly-owned subsidiary Stratex Gold AG (“Stratex” or “the Company”) will subscribe for 17,500,000 shares for C$1.75 million and will receive an equal number of warrants.


  • The previous subscription agreement with Tembo Gold has been mutually terminated and the Company and its co-investors New Africa Mining Fund II and Concept Capital Management Ltd (the ‘Investor Group’) have agreed to enter into a new agreement totalling C$8.25 million;
  • Stratex to subscribe for 17,500,000 common shares in Tembo priced at C$0.10 per share, for a total consideration of C$1.75 million. This represents approximately 13.2% of the outstanding common shares on a non-diluted basis (compared to 10.3% for a total consideration of C$1.657 million under the previous subscription agreement);
  • The Company’s holding could increase to 23.4% on exercise of matching warrants. Each warrant will be exercisable to acquire one common share at a price of C$0.12 per common share for a period of three years from the Closing Date (compared to an exercise price of C$0.16 under the previous subscription agreement which could have increased the holding to 18.7%);
  • The Financing remains subject to the Investor Group concluding a subscription agreement which is conditional on Tembo shareholder consent/approval and acceptance and approval of the Financing by the TSXV, all of which must be obtained by no later than Friday, 22 November 2013 (the ‘Closing Date’);
  • Certain management members, other insiders, and existing shareholders of the Company will also participate in the Financing for up to C$2,000,000 of shares (the “Extended Offering”). The Extended Offering will remain open for a period of three weeks following the Closing Date of the Financing; and
  • Funds invested are to be focussed on resource definition - over the next two field seasons - at the Tembo gold property in Tanzania, a package of c.100 km2 of highly prospective licences and applications in Tanzania, adjacent to Barrick’s Bulyanhulu Mine.


Commenting on the proposed investment Stratex Chairman Christopher Hall said “Unfortunately, the previous agreement was terminated due to the minimum subscription requirement of C$7.0 million not being met by the due date. The Investor Group, consisting of Stratex, the New Africa Mining Fund II and Concept Capital, were willing to make up this shortfall, provided the terms were improved. Consequently Stratex will now be subscribing for 17.5 million shares at the reduced price of C$0.10 per share, resulting in an initial holding which is increased to 13.2%.

An indirect advantage of the delay and renegotiation is that regulatory approval for aspects of the transaction have been received and the need for Subscription Receipts, which would convert into shares, has fallen away.

We understand that closing will now be subject only to shareholder consent, which we are confident will be forthcoming, and that we will be able to announce the completion of the transaction, appointment of our nominees to the board and the recommencement of focussed exploration activity without further delay.”

Further details are set out in the Tembo press release that can be accessed on Tembo’s SEDAR profile at


* * ENDS * *


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Stratex International Plc

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Northland Capital Partners Limited

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Gavin Burnell / Luke Cairns / Alice Lane /John Howes




SP Angel Corporate Finance LLP

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Ewan Leggat / Tercel Moore




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Dominic Barretto / Philip Ranger / Anna Legge




Notes to editors:

AIM-quoted (2006) Stratex International is focussed on the exploration and development of gold and high-value base-metal deposits in Turkey and East and West Africa.

It has discovered more than 2.2 million ounces of gold and 7.9 million ounces of silver and has a strong cash position following the US$ 20M sale of its interest in the Öksüt gold project in Turkey, and its c. US$ 20M future production royalties, along with the sales of 45 and 51 per cent of its Inlice and Muratdere project, respectively. Stratex has a well-developed strategy to use its cash balance to move it towards a sustainable cash flow position from operations.

Its focus has been to form joint-venture partnerships with local private companies and major international mining companies, such as Antofagasta and Centerra in Turkey, and Thani Ashanti in East Africa while the corporate objectives are to progress majority-owned projects towards economic evaluation and development and to take advantage of quality opportunities in the smaller exploration company sector. 

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