Tembo GOLD Enters Agreement with Barrick GOLD FOR Sale of Non-Core Licences and Equity Investment

TEMBO GOLD ENTERS AGREEMENT WITH BARRICK GOLD FOR SALE OF NON-CORE LICENCES

AND EQUITY INVESTMENT

Vancouver, December 7th, 2021 – Tembo Gold Corp. (TSXV: TEM) (“ Tembo” or the “ Company”) is

pleased to announce that it has entered into a binding agreement with Barrick Gold Corporation (TSE: ABX;

NYSE: GOLD) (“Barrick”), Bulyanhulu Gold Mine Limited (“ Buly”), a subsidiary of Barrick, and Mineral

Industry Promotion and Consulting Company Limi ted (“ MIPCCL”), a wholly -owned subsidiary of the

Company, dated December 7th, 2021 (the “ Purchase Agreement”) in respect of the sale of certain non-

core prospecting licenses . Pursuant to the Purchase Agreement, MIPCCL has agreed to sell to Buly a

100% ownership interest in six prospecting licences (the “Licences”) held by MIPCCL located in Tanzania

(the “Transaction”). Under the terms of the Purchase Agreement, the consideration payable and future

commitments by Buly are as follows:

• US$6,000,000 upon closing of the Transaction;

• Contingent payments calculated based on the inferred, indicated and measured gold mineral

resources identified in the areas of land which are covered by the Licenses (the “ Licence Area”)

up to an aggregate amount of US$45,000,000; and

• A requirement for Buly to invest a minimum of US$9,000,000 in the Licence Area over the course

of the four years following the closing of the Transaction.

The Licences are located in areas on which Tembo has not previously focused its exploration activities.

Tembo retains its core licence on which all exploration activities over the past two drilling campaigns have

been conducted, and on which there remains a significant number of untested new targets, as well as the

three prime targets on which the bulk of the drilling was carried out.

Concurrently with the execution of the Purchase Agreement, Buly has agreed to subscri be for, on a non-

brokered private placement basis, 5,518,764 of common shares of Tembo at a price of C$0.27 per common

share (the “Private Placement”) resulting in a proforma ownership of 5.5%.

INFOR Financial Inc. acted as financial advisor to the Company in connection with the Transaction. The

Transaction and the Private Placement are subject to the approval of the TSX Venture Exchange (“TSXV”),

certain regulatory approvals in Tanzania, and other closing conditions customary in transactions of this

nature. Closing of the Transaction and Private Placement is expected to occur in the first quarter of 2022.

David Scott, President & CEO, stated “ This agreement is a key milestone in the advance of Tembo’s

exploration on the Licence Area that the Company has long considered some the most prospective in the

Lake Victoria goldfield, and a very significant confirmation of the oft stated potential for a significant gold

discovery on this ground. We do not underestimate the significance of Barrick’s interest and the conclusion

of this Purchase A greement that will enable a serious advance of our exploration strategy, and our

expectation and hope is that a number of significant new discoveries will be made, benefitting both the

companies that are making the investment, the surrounding communities and this mining friendly country

of Tanzania.”

About Tembo Gold Corp.

Tembo is a Canadian publicly listed mineral exploration company (TEM on the TSX Venture Exchange)

with a 100% interest in the Tembo Gold Project. Tembo’s focus is the discovery and development of gold

projects in Africa. The Company has assembled a highly experienced team with a proven history of

developing, financing, and operating mining projects in Africa. The Company’s exploration strategy is to

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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

Phone: +255 767 366 146

Email: [email protected]

For more information please contact:

Simon Benstead

Director & VP Corporate Development

Phone: 604-685-9316

Email: [email protected]

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PR OVIDER (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 Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking information" within the meaning of applicable Canadian securities

legislation, including: the closing of the Transaction, including the satisfaction of the closing conditions thereunder and

the expected timing thereof, and receipt of all r egulatory approvals, including the approval of the TSXV and the

Tanzania Fair Competition Commission for the Transaction, and the approval of the TSXV and the Bank of Tanzania

with respect of the Private Placement; and the anticipated benefits and impacts of the Transaction and the Private

Placement. All statements in this news release that address events or developments that we expect to occur in the

future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are

generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential",

"schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations,

or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements

are based on the opinions and estimates of management as of the date such statements are made.

Forward-looking statements n ecessarily involve assumptions, risks and uncertainties, certain of which are beyond

Tembo’s control, including risks associated with or related to: the completion of the Transaction and the Private

Placement, including receipt of all regulatory approvals and third- party consents, the volatility of metal prices and

Tembo’s common shares; changes in tax laws; the dangers inherent in exploration, development and mining activities;

the uncertainty of reserve and resource estimates; not achieving development or production, cost or other estimates;

actual exploration or development plans and costs differing materially from the Company’s estimates; the ability to

obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental

regulations or hazards and compliance with complex regulations associated with mining activities; climate change and

climate change regulations; fluctuations in exchange rates; the availability of financing; financing and debt activities ;

operations in foreign and developing countries and the compliance with foreign laws, including those associated with

operations in Tanzania and including risks related to changes in foreign laws and changing policies related to mining

and local ownership r equirements or resource nationalization generally, including in response to the COVID -19

outbreak; remote operations and the availability of adequate infrastructure; fluctuations in price and availability of

energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, supplies

and labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof ;

the reliance upon contractors, third parties and joint vent ure partners; challenges to title or surface rights; the

dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or

uninsured loss; adverse climate and weather conditions; litigation risk; competition with other mining companies;

community support for Tembo’s operations, including risks related to strikes and the halting of such operations from

time to time; conflicts with small scale miners; failures of information systems or information security threats; the ability

to maintain adequate internal controls over financial reporting as required by law; compliance with anti-corruption laws,

and sanctions or other similar measures; social media and Tembo’s reputation; and other risks disclosed in the

Company’s public filings.

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Tembo’s forward-looking statements are based on the opinions and estimates of management and reflect their current

expectations regarding future events and operating performance and speak only as of the date hereof. Tembo does

not assume any obligation to update forward- looking statements if circumstances or management's beliefs,

expectations or opinions should change other than as required by applicable law. There can be no assurance that

forward-looking statements will prove to be acc urate, and actual results, performance or achievements could differ

materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be

given that any events anticipated by the forward-looking statements wi ll transpire or occur, or if any of them do, what

benefits or liabilities Tembo will derive therefrom. For the reasons set forth above, undue reliance should not be placed

on forward-looking statements.