Tango Announces Strategic Focus ON Diamond Operations and Proposed Disposition of Coal Operations and Concurrent Change of NAME
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Tango Mining Limited
202 – 5626 Larch Street
Vancouver, British Columbia
V6M 4E1, Canada
TSX Venture: TGV
www.tangomining.com
TANGO ANNOUNCES STRATEGIC FOCUS ON DIAMOND OPERATIONS
AND PROPOSED DISPOSITION OF COAL OPERATIONS
AND CONCURRENT CHANGE OF NAME
VANCOUVER, BRITISH COLUMBIA — 30 July 2019 – Tango Mining Limited (“Tango” or the “Company”) (TSX.V
– TGV) announces that with the continued operational success at the Oena Diamond Mine in South Africa it is
proposing to dispose of the Metallurgical and Mining Projects located in South Africa (the “Disposition”). The
Board of Directors made this decision to allow management the abilit y focus attention on its diamond
properties.
The Company owns a 74% interest in each of Kwena Mining Projects (Pty) Ltd. (“ KMP”), Kwena Mining and
Metallurgical Services (Pty) Ltd. (“ KMMS”) and Kwena Springlake Projects (Pty) Ltd. (“ Springlake”) (collectively,
the “Kwena Group”).
Kevin Gallagher, a director of the Company and non -arm’s length party , is the purchaser of the Company’s
interest in the Kwena Group . Therefore, the Disposition constitutes a "related party transaction" as such term is
defined in Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special Transactions (MI 61-
101). The Company is relying on the exemption from the formal valuation requirement set out in subsection
5.5(b) of MI 61-101 as the Company is a TSX Venture Exchange listed issuer.
Subject to Section 5.6 of MI 61 -101, the Disposition is subject to minority shareholder approval. T he Company
has scheduled a special shareholders meeting for September 13, 2019, with a record dat e of August 12, 2019 in
order to seek minority shareholder approval.
The Disposition is also subject to approval of the TSX Venture Exchange.
The Disposition was approved by the disinterested directors of the Company who concluded that the terms of the
Disposition were on market terms and were fair to minority security holders.
As consideration for the acquisition of the Company’s 74% interest in the Kwena Group , Kevin Gallagher has
agreed to return for cancellation an aggregate of 39, 988,160 common shares of Tango (the "Payment Shares") at
a deemed price of C$0.05 per share, collectively held by the Kevin Gallagher and his related parties for aggregate
consideration of C$1,999,508. In addition, outstanding indebtedness owed to the Kwena Group from Tango and
its subsidiaries in the aggregate sum of C$723,021 will be forgiven.
After consummation of the transaction, the Company’s total assets will be reduced from $4,376,725 (as of May
31, 2019) to $ 1,592,546 and the current liabilities w ill be reduced from $3,678,046 to $ 1,596,772. After
cancellation of the 39,988,160 the issued and outstanding shares will be reduced from 232,602,139 common
shares to 192,613,979 common shares, thereby reducing the shareholders’ equity from $(409,805) to
$(1,112,710). After cancellation o f the shares, Kevin Gallagher will not hold any securities of the Company, other
than stock options.
The Company has an informal valuation of its interest in the Kwena Group from March 2017 from an unrelated
third party, giving a total value of C$2,302,000.
The Company is also proposing to change its name to “Southstone Minerals Limited”, which name change is
subject to the approval of the TSX Venture Exchange.
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ON BEHALF OF THE BOARD OF DIRECTORS OF
TANGO MINING LIMITED
Mr. Samer Khalaf
Chief Executive Officer
Tango Mining Limited
Neither 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 release.
Forward-Looking Statement
Certain information set forth in this news release contains “forward -looking statements” and “forward -looking
information” under applicable s ecurities laws. Except for statements of historical fact, certain information
contained herein constitutes forward -looking statements, which include management’s assessment of future
plans and operations and are based on current internal expectations, esti mates, projections, assumptions and
beliefs, which may prove to be incorrect. Some of the forward -looking statements may be identified by words
such as “forecasts”, estimates”, “expects” “anticipates”, “believes”, “projects”, “plans”, “outlook”, “capacity”
and similar expressions. These statements are not guarantees of future performance and undue reliance should
not be placed on them.
Such forward -looking statements necessarily involve known and unknown risks and uncertainties, which may
cause the Company ’s actual performance and financial results in future periods to differ materially from any
projections of future performance or results expressed or implied by such forward -looking statements. These
risks and uncertainties include, but are not limited to statements with respect to the estimation of mineral
resources; the realization of mineral resource estimates; anticipated future production, capital and operating
costs; cash flows and mine life; potential size of a mineralized zone; potential expansion o f mineralization;
potential types of mining operations; permitting timelines; government regulation of exploration and mining
operations; risks that the presence of diamond deposits mentioned nearby the Company’s property are not
indicative of the diamond mineralization on the Company’s property, the supply and demand for, deliveries of
and the level and volatility of prices of rough diamonds, risks that the actual revenues will be less than
projected; risks that the target production for the existing minin g contracts will be less than projected or
expected; risks that production will not commence as projected due to delay or inability to receive
governmental approval of the Company’s acquisition or the timely completion of an NI43 -101 report; technical
problems; inability of management to secure sales or third party purchase contracts; currency and interest rate
fluctuations; foreign exchange fluctuations and foreign operations; various events which could disrupt
operations, including labor stoppages and sev ere weather conditions; and management’s ability to anticipate
and manage the foregoing factors and risks.
The forward -looking statements and information contained in this news release are based on certain
assumptions regarding, among other things, future prices for coal and diamonds; future currency and exchange
rates; the Company’s ability to generate sufficient cash flow from operations and access capital markets to meet
its future obligations; coal consumption levels; and the Company’s ability to retai n qualified staff and equipment
in a cost-efficient manner to meet its demand. There can be no assurance that forward -looking statements will
prove to be accurate, as actual results and future events could differ materially from those anticipated in such
statements. The reader is cautioned not to place undue reliance on forward -looking statements. The Company
does not undertake to update any of the forward -looking statements contained in this news release unless
required by law. The statements as to the Com pany’s capacity to achieve revenue are no assurance that it will
achieve these levels of revenue.