Filed pursuant to Rule 424(b)(2)
File No. 333-255526
PROSPECTUS
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TANZANIAN
GOLD
CORPORATION
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$100,000,000
Senior or Subordinated Debt Securities
Common Shares
Warrants
Units
From time to time,
we may offer up to $100,000,000 of our debt securities, common shares, warrants to purchase common shares and/or units consisting
of debt securities, common shares and warrants or any combination of these securities in one or more transactions. The debt securities,
warrants and units may be convertible, exercisable or exchangeable for common shares or other securities of ours. Unless otherwise
indicated, dollar amounts shall mean United States dollars.
We will provide specific
terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these offerings. The prospectus supplement, and any documents incorporated
by reference, may also add, update or change information contained in this prospectus. You should read this prospectus, the applicable
prospectus supplement, any documents incorporated by reference and any related free writing prospectus carefully before buying
any of the securities being offered.
We may offer and sell
these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed
basis.
We have registered $100,000,000 of our securities.
Our common shares are listed on the NYSE American under the symbol TRX and the closing sale price of our common share on May 14, 2021
was $0.51.
Investing in our
securities involves a high degree of risk. Before making an investment decision, please read “Risk Factors” beginning
on page 6 of this prospectus and any other risk factor included in any accompanying prospectus supplement and in the documents
incorporated by reference into this prospectus or any prospectus supplement.
Neither the Securities
and Exchange Commission (“SEC”) nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this prospectus is May
14, 2021.
TABLE OF CONTENTS
PAGE
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Some of the statements
in this prospectus and in any prospectus supplement we may file constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 (“Securities Act”) and Section 21E of the Securities Exchange
Act of 1934 (“Exchange Act”). These statements relate to future events concerning our business and to our potential
revenues, operating results, and financial condition. In some cases, you can identify forward-looking statements by terminology
such as “may”, “will”, “could”, “would”, “should”, “expect”,
“plan”, “anticipate”, “intend”, “believe”, “estimate”, “forecast”,
“predict”, “propose”, “potential”, or “continue” or the negative of those terms
or other comparable terminology.
Any forward looking
statements contained in this prospectus or any prospectus supplement are only estimates or predictions of future events based on
information currently available to our management and management’s current beliefs about the potential outcome of future
events. Whether these future events will occur as management anticipates, whether we will achieve our business objectives, and
whether our potential revenues, operating results, or financial condition will improve in future periods are subject to numerous
risks. There are a number of important factors that could cause actual results to differ materially from the results anticipated
by these forward-looking statements. These important factors include those that we discuss under the heading “Risk Factors”
and in other sections of our Annual Report on Form 20-F for the fiscal year ended August 31, 2020, as amended, as well as in our
other reports filed from time to time with the Securities and Exchange Commission (“SEC”) that are incorporated by
reference into this prospectus. You should read these factors and the other cautionary statements made in this prospectus and in
the documents we incorporate by reference into this prospectus as being applicable to all related forward-looking statements wherever
they appear in this prospectus or the documents we incorporate by reference into this prospectus. If one or more of these factors
materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially
from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
CAUTIONARY NOTE TO
UNITED STATES INVESTORS CONCERNING
TERMINOLOGY OF MINERAL RESOURCES
As an Alberta corporation,
Tanzanian Gold Corporation (the “Company”) is subject to certain rules and regulations issued by Canadian Securities
Administrators. The Company files an Annual Report on Form 20-F as its Annual Information Form (“AIF”) with the British
Columbia, Alberta and Ontario Securities Commissions via the System for Electronic Document Analysis and Retrieval (“SEDAR”).
Under the filing requirements for an AIF, the Company is required to provide detailed information regarding its properties including
mineralization, drilling, sampling and analysis, security of samples, and mineral resource and mineral reserve estimates, if any.
Further, the Company may describe its properties utilizing terminology such as “Proven Mineral Reserve” or “Probable
Mineral Reserve” or “Measured Mineral Resources,” “Indicated Mineral Resources” and “Inferred
Mineral Resources” that are permitted by Canadian securities regulations.
United States investors
are cautioned not to assume that any part of the mineral deposits, if any, in the “Proven Mineral Reserve” or “Probable
Mineral Reserve” or “Measured Mineral Resources,” “Indicated Mineral Resources” and “Inferred
Mineral Resources” categories will ever be converted into reserves. On October 31, 2018, the SEC adopted Item 1300 of Regulation
S-K (“Item 1300”) to modernize the property disclosure requirements for mining registrants, and related guidance, under
the Securities Act and the Exchange Act. All registrants are required to comply with Item 1300 for fiscal years ending after January
1, 2021. Item 1300 uses the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”) based classification
scheme for mineral resources and mineral reserves, that includes definitions for inferred, indicated, and measured mineral resources.
United States investors
are cautioned not to assume that any part or all of the mineral deposits identified as an “inferred mineral resource,”
“indicated mineral resource,” or “measured mineral resource” will ever be converted to probable mineral
reserves or proven mineral reserves as defined by Item 1300 of the SEC regulations. It cannot be assumed that all or any part of
an inferred mineral resource will ever be upgraded to a higher category. U.S. investors are cautioned not to assume that part or
all of an inferred mineral resource, indicated mineral resource or measured mineral resource is economically mineable.
ABOUT THIS PROSPECTUS
This document is called
a prospectus and is part of a registration statement that we have filed with the SEC using a “shelf” registration process.
Under this shelf registration process, we may, from time to time, offer our debt securities, common shares, and various series
of warrants to purchase common shares, either individually or in units, in one or more offerings, in amounts we will determine
from time to time, up to a total dollar amount of $100,000,000.
This prospectus provides
you with a general description of the securities we may offer. Each time we offer a type or series of securities described in this
prospectus, we will provide a prospectus supplement, or information that is incorporated by reference into this prospectus, containing
more specific information about the terms of the securities that we are offering. We may also authorize one or more free writing
prospectuses to be provided to you that may contain material information relating to these offerings and securities. This prospectus,
together with applicable prospectus supplement, any information incorporated by reference and any related free writing prospectuses,
includes all material information relating to these offerings and securities. We may also add, update or change in the prospectus
supplement any of the information contained in this prospectus or in the documents that we have incorporated by reference into
this prospectus, including, without limitation, a discussion of any risk factors or other special considerations that apply to
these offerings or securities or the specific plan of distribution. If there is any inconsistency between the information in this
prospectus and a prospectus supplement or information incorporated by reference having a later date, you should rely on the information
in that prospectus supplement or incorporated information having a later date. We urge you to read carefully this prospectus, any
applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by
reference as described under the heading “Where You Can Find Additional Information”, before buying any of the securities
being offered.
You should rely only
on the information we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any
related free writing prospectus. We have not authorized anyone to provide you with different information. No dealer, salesperson
or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable
prospectus supplement or any related free writing prospectus.
Neither the delivery
of this prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this
prospectus is correct as of any date after the date of this prospectus. You should assume that the information in this prospectus,
any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the
document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing
prospectus, or any sale of a security.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents
for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents
referred to herein have been filed will be filed or will be incorporated by reference as exhibits to the registration statement
of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can
Find Additional Information”. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES, UNLESS IT IS ACCOMPANIED
BY A PROSPECTUS SUPPLEMENT.
In this prospectus,
“we,” “us,” “our,” and the “Company,” refer to Tanzanian Gold Corporation and its
subsidiaries, unless the context otherwise requires. In addition, references to dollar amounts in this prospectus shall mean United
States dollars, unless otherwise indicated.
ABOUT TANZANIAN GOLD
CORPORATION
Tanzanian Gold Corporation
was originally incorporated under the name “424547 Alberta Ltd.” in the Province of Alberta on July 5, 1990, under
the Business Corporations Act (Alberta). The name was changed to “Tan Range Exploration Corporation” on August 13,
1991. The name of the Company was again changed to “Tanzanian Royalty Exploration Corporation” on February 28, 2006.
Subsequently, at the 2019 Annual Meeting, the shareholders approved a change of name to Tanzanian Gold Corporation. The Company
is also registered in the Province of British Columbia as an extra-provincial company under the Business Corporations Act (British
Columbia) and in the Province of Ontario as an extra-provincial company under the Business Corporations Act (Ontario).
The principal executive
office of the Company is located at Tanzanian Gold Corporation #202, 5226 Larch Street, Vancouver, British Columbia, Canada V6M
4E1, and its telephone number is (844) 364-1830. We maintain a website at http://www.tangoldcorp.com. Information contained on,
or that can be accessed through, our website is not part of this prospectus.
Business Overview
The Company along with
its joint venture partner, State Mining Company (“Stamico”), a 100% owned entity of the Government of the United Republic
of Tanzania (“Tanzania”), is building a significant gold project at Buckreef (“Buckreef” or the “Buckreef
Project”) in Tanzania that is based on a significant Mineral Resource base and the treatment of its mineable Mineral Reserves
in two standalone plants. The Measured Mineral Resource is 19.98MT at 1.99 g/t gold containing 1,281,161 ounces of gold. The Indicated
Mineral Resource is 15.89MT at 1.48g/t gold containing 755,119 ounces of gold for a combined M&I tonnage of 35.88MT at 1.77g/t
gold, containing 2,036,280 ounces of gold. The Buckreef Project also contains an Inferred Mineral Resource of 17.8MT at 1.11g/t
gold for contained gold of 635,540 ounces of gold. The Company is actively investigating and assessing multiple exploration targets
on its property. Please refer to the Company’s Updated Mineral Resources Estimate for Buckreef Gold Project, dated May 15,
2020, for more information.
The Company is
advancing on three value-creation tracks:
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Strengthening its balance sheet by expanding near-term production to 15,000 - 20,000 oz. of gold
per year from the processing of oxide material from an expanded oxide plant;
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Advancing the Final Feasibility Study for a stand-alone sulphide treating plant that is substantially
larger than previously modelled and targeting significant annual gold production; and
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Continuing with a drilling program to further test the potential of its property, Exploration Targets
and Mineral Resource base by: (i) identifying new prospects; (ii) drilling new oxide/sulphide targets; (iii) infill drilling to
upgrade Mineral Resources currently in the Inferred category; and (iv) a step-out drilling program in the Northeast & South
Extensions.
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WHERE YOU CAN FIND
ADDITIONAL INFORMATION
We have filed with
the SEC a registration statement on Form F-3 under the Securities Act, with respect to the securities covered by this prospectus.
This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration
statement or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered
by this prospectus, please see the registration statement and the exhibits filed with the registration statement. The SEC also
maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants
that file electronically with the SEC. The address of the website is http://www.sec.gov.
We are subject to the
information and periodic reporting requirements of the Exchange Act, and, in accordance therewith, we file certain reports and
other information with the SEC. Such reports and other information are available at the website of the SEC referred to above. We
maintain a website at http://www.tangoldcorp.com. You may access our Annual Report on Form
20-F and other reports that we file pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our
website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website
and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The SEC allows us to
“incorporate by reference” the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus,
and certain information that we will later file with the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below as well as certain filings made with the SEC under Sections 13(a), 13(c), or 15(d) of the
Exchange Act from the date of the initial registration statement and prior to the effectiveness of this registration statement,
and any filings made after the date of this prospectus until we sell all of the securities under this prospectus, except that we
do not incorporate any document or portion of a document that was furnished and deemed by the rules of the SEC not to have been
filed:
The SEC allows us to
“incorporate by reference” the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus
and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating
by reference as of their respective dates of filing are:
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Our Registration Statement of common shares pursuant to Section 12(b) of the Securities Exchange Act of 1934 on Form 8-A;
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Our Annual Report on Form 20-F for the fiscal year ended August 31, 2020, filed with the SEC on December 2, 2020; as amended pursuant to Annual Report on Form 20-F/A filed with the SEC on February 9, 2021;
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Our Form 6-K for December 2020, filed with the SEC on December 2, 2020, regarding appointment of our new Chief Executive Officer;
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Form 6-K for December 2020, filed with the SEC on December 21, 2020 regarding the sale of our common shares and warrants in a registered direct offering;
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Form 6-K for January 2021, filed with the SEC on January 8, 2021, regarding update on Buckreef Gold Project;
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Exhibits 99.1 and 99.2 to our Form 6-K for January 2021, filed with the SEC on January 15, 2021, regarding Condensed Consolidated Interim Financial Statements for the three months November 30, 2020 and 2019 and Management Discussion and Analysis, as amended by our Form 6-K/A filed with the SEC on February 9, 2021;
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Our Form 6-K for January 2021 filed with the SEC on January 21, 2021, regarding resignation of one of our directors and change in committee;
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Exhibits 99.1 and 99.2 to our Form 6-K for January 2021 filed with the SEC on January 26, 2021, containing our Notice of Meeting and Management Information Circular related to our Annual General and Special Meeting to be held on February 25, 2021;
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Exhibits 4.1, 4.2 and 10.1 of our Form
6-K for February 2021 filed with the SEC on February 9, 2021, regarding the announcement of our sale of common shares in a registered
direct offering and warrants in a private placement;
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Exhibits 99.1 and 99.2 to our Form 6-K
for February 2021 filed with the SEC on February 25, 2021, regarding certain results at the Buckreef Gold Project and Exploration
Target Clarification;
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Exhibit 99.1 March 2021 filed with the
SEC on March 4, 2021, regarding senior management changes at the Buckreef Gold Project;
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Exhibit 99.1 March 2021 filed with the
SEC on March 17, 2021, regarding the appointment of Shubo Rakhit as Director;
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Exhibits 99.1 and 99.2 to our Form 6-K
for April 2021, filed with the SEC on April 15, 2021, regarding Condensed Consolidated Interim Financial Statements for the six
months February 28, 2021 and 2020 and Management Discussion and Analysis; and
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Our Form 6-K for April 2021, filed with
the SEC on April 23, 2021, regarding our Chief Financial Officer.
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All subsequent annual
reports on Form 20-F filed by us and all subsequent reports on Form 6-K filed by us that are identified by us as being incorporated
by reference shall be deemed to be incorporated by reference into this prospectus and deemed to be a part hereof after the date
of this prospectus but before the termination of the offering by this prospectus.
Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this prospectus, or in any other subsequently filed document which is also incorporated or deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
Each person, including
any beneficial owner to whom this prospectus is delivered, may request, orally or in writing, a copy of these documents, which
will be provided at no cost, by contacting:
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Corporate Secretary
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Tanzanian Gold Corporation
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#202, 5226 Larch Street
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Vancouver, British Columbia
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Canada V6M 4E1
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Telephone number: (844) 364-1830
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RISK FACTORS
Investment in
our securities involves risks. Before deciding whether to invest in our securities, you should consider carefully the risk factors
discussed below and those contained in “Part I. Item 3. Key Information- D. Risk Factors” of our Annual Report on Form
20-F for the fiscal year ended August 31, 2020, as amended, as filed with the SEC which is incorporated herein by reference in
its entirety, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC. If any of the
risks or uncertainties described in our SEC filings actually occurs, our business, financial condition, results of operations or
cash flow could be materially and adversely affected. This could cause the trading price of our common shares to decline, resulting
in a loss of all or part of your investment. The risks and uncertainties we have described are not the only ones facing us. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations.
You may experience
future dilution as a result of future equity offerings.
In order to raise additional
capital, we may in the future offer additional common shares or other securities convertible into or exchangeable for our common
shares at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any
other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell
additional shares of our common shares, or securities convertible or exchangeable into common shares, in future transactions may
be higher or lower than the price per share paid by investors in this offering.
Sales of a significant
number of our common shares in the public market, or the perception that such sales could occur, could depress the market price
of our common shares.
Sales of a substantial
number of our common shares in the public market could depress the market price of our common shares and impair our ability to
raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common shares
would have on the market price of our common shares.
The exercise price
of our outstanding warrants and options may be below market and may have the effect of suppressing the price for our common shares.
In connection with
our prior financings and the engagement of employees and advisors, we have issued warrants and options some of which may have exercise
prices that are below the current market price for our common shares. These exercise prices may have the effect of suppressing
the price of our common shares until such warrants and stock options have been exercise and sold. The exercise of warrants and
options into common shares and future sales may further dilute the common shares and adversely impact the price of our common shares.
In addition, the sale of a substantial number of common shares on the open market could decrease the market price of our common
shares and the value of your investment.
CAPITALIZATION AND
INDEBTEDNESS
The table below sets forth our capitalization and indebtedness
as of February 28, 2021.
The amounts shown below
are unaudited. The information in this table should be read in conjunction with and is qualified by reference to our consolidated
financial statements and notes thereto and other financial information incorporated by reference into this prospectus.
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As of February 28, 2021
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Expressed In Thousands
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$Cdn
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$US(1)
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Total Liabilities
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$
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15,585
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$
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12,286
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Authorized Capital
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Share capital
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207,804
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163,819
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Share based payment reserve
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3,448
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2,718
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Warrants Reserve
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2,154
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1,698
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Accumulated Other Comprehensive Loss
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(2,557
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(2,016
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Accumulated Deficit
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(149,692
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(118,007
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Equity attributable to owners of the Company
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61,157
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48,212
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Non-controlling interests
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(1,290
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(1,017
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Total Shareholder’s Equity
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$
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59,867
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$
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47,195
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(1) Based on
an exchange rate (Bank of Canada) of Cdn$1.2685 for US$1.00 as of February 28, 2021.
MARKET FOR OUR COMMON
SHARES
The common shares of
the Company are listed on the Toronto Stock Exchange under the symbol “TNX”. The common shares of the Company are also
listed on the NYSE American under the symbol “TRX.”
OFFER STATISTICS
AND EXPECTED TIMETABLE
We may offer debt securities,
common shares,warrants to purchase common shares and/or units consisting of a combination of any or all of these securities at
an aggregate offering price of up to $100,000,000. The warrants that we may offer will consist of warrants to purchase any of the
other securities that may be sold under this prospectus. The securities offered under this prospectus may be offered separately,
together, or in separate series, and in amounts, at prices and on terms to be determined at the time of sale. The actual per share
price of the securities that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time
of offer (see “Plan of Distribution” below).
This prospectus provides
you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, we will
provide a prospectus supplement that will contain certain specific information about the terms of that offering, including a description
of any risks related to the offering, if those terms and risks are not described in this prospectus. A prospectus supplement may
also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this
prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. The registration
statement we filed with the SEC includes exhibits that provide more details on the matters discussed in this prospectus. You should
read this prospectus and the related exhibits filed with the SEC together with additional information described under the headings
“Incorporation Of Certain Information By Reference” before investing in any of the securities offered.
USE OF PROCEEDS
Unless otherwise indicated
in the applicable prospectus supplement, information incorporated by reference or free writing prospectus, we intend to use the
net proceeds from the sale of securities for capital expenditures, continued exploration, general corporate purposes and working
capital.
PLAN OF DISTRIBUTION
We may sell the securities
offered by this prospectus from time to time in one or more transactions, including, without limitation:
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to or through underwriters;
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through broker-dealers (acting as agent or principal);
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directly by us to purchasers (including our affiliates and shareholders), through a specific bidding
or auction process, a rights offering, or other method;
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through a combination of any such methods of sale; or
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through any other methods described in a prospectus supplement.
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The distribution of
securities may be effected, from time to time, in one or more transactions, including:
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block transactions (which may involve crosses) and transactions on the NYSE American or Toronto Stock
Exchange or any other organized market where the securities may be traded;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant
to a prospectus supplement;
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ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
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sales “at the market” to or through a market maker or into an existing trading market, on
an exchange or otherwise;
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directly to a purchaser pursuant to an “equity line of credit”; and
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sales in other ways not involving market makers or established trading markets, including direct sales
to purchasers.
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The securities may
be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating
to the prevailing market prices or at negotiated prices. The consideration may be cash, debt or another form negotiated by the
parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation
may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. Dealers
and agents participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them
on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. If such dealers
or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.
We may also make direct
sales through subscription rights distributed to our existing shareholders on a pro rata basis, which may or may not be transferable.
In any distribution of subscription rights to our shareholders, if all of the underlying securities are not subscribed for, we
may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers
or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
Some or all of the
securities that we offer through this prospectus may be new issues of securities with no established trading market. Any underwriters
to whom we sell our securities for public offering and sale may make a market in those securities, but they will not be obligated
to do so and they may discontinue any market making at any time without notice. Accordingly, we cannot assure you of the liquidity
of, or continued trading markets for, any securities that we offer.
Agents may, from time
to time, solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement, document
incorporated by reference or free writing prospectus, as applicable, any agent involved in the offer or sale of the securities
and set forth any compensation payable to the agent. Unless otherwise indicated, any agent will be acting on a best efforts basis
for the period of its appointment. Any agent selling the securities covered by this prospectus may be deemed to be an underwriter
of the securities.
If underwriters are
used in an offering, securities will be acquired by the underwriters for their own account and may be resold, from time to time,
in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public
either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting
as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed
with the underwriter or underwriters at the time an agreement for the sale is reached. The applicable prospectus supplement will
set forth the managing underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular
underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters
and dealers and the public offering price, if applicable. This prospectus, the applicable prospectus supplement and any applicable
free writing prospectus will be used by the underwriters to resell the securities.
If a dealer is used
in the sale of the securities, we, or an underwriter, will sell the securities to the dealer, as principal. The dealer may then
resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required,
we will set forth in the prospectus supplement, document incorporated by reference or free writing prospectus, as applicable, the
name of the dealer and the terms of the transactions.
We may directly solicit
offers to purchase the securities and may make sales of securities directly to institutional investors or others. These persons
may be deemed to be underwriters with respect to any resale of the securities. To the extent required, the prospectus supplement,
document incorporated by reference or free writing prospectus, as applicable, will describe the terms of any such sales, including
the terms of any bidding or auction process, if used.
Agents, underwriters
and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities,
including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect
of such liabilities. If required, the prospectus supplement, document incorporated by reference or free writing prospectus, as
applicable, will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or
dealers, or their affiliates may be customers of, engage in transactions with or perform services for us or our subsidiaries or
affiliates in the ordinary course of business.
Under the securities
laws of some states, the securities offered by this prospectus may be sold in those states only through registered or licensed
brokers or dealers.
Any person participating
in the distribution of securities registered under the registration statement that includes this prospectus will be subject to
applicable provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M,
which may limit the timing of purchases and sales of any of our securities by any such person. Furthermore, Regulation M may restrict
the ability of any person engaged in the distribution of our securities to engage in market-making activities with respect to our
securities.
These restrictions
may affect the marketability of our securities and the ability of any person or entity to engage in market-making activities with
respect to our securities.
Certain persons participating
in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. If any
such activities will occur, they will be described in the applicable prospectus supplement.
If more than ten percent
(10%) of the net proceeds of any offering of securities made under this prospectus will be received by Financial Industry Regulatory
Authority (“FINRA”) members participating in the offering or affiliates or associated persons of such FINRA members,
the offering will be conducted in accordance with FINRA Conduct Rule 5110(h).
To the extent required,
this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.
DESCRIPTION OF SECURITIES
WE MAY OFFER
We may offer, from
time to time, our debt securities, common shares and warrants to purchase common shares, either individually or in units in amounts
we will determine from time to time, under this prospectus at prices and on terms to be determined by market conditions at the
time of offering. This prospectus provides you with a general description of the securities we may offer. See “Description
of Debt Securities”, “Description of Common Shares”, “Description of Warrants”, and “Description
of Units” below. Each time we offer a type or series of securities, we will provide a prospectus supplement that will describe
the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
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designation or classification;
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aggregate offering price;
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voting or other rights, if any; and
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important federal income tax considerations.
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The prospectus supplement
and any related free writing prospectus also may supplement, or, as applicable, add, update or change information contained in
this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus
will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration
statement of which this prospectus is a part.
The terms of any particular
offering, the offering price and the net proceeds to us will be contained in the prospectus supplement, information incorporated
by reference or free writing prospectus relating to such offering.
DESCRIPTION OF DEBT SECURITIES
As used in this prospectus, debt securities means the debentures, notes,
bonds and other evidences of indebtedness that we may issue from time to time. Debt securities offered by this prospectus may also be
designated either senior debt securities or subordinated debt securities. Senior debt securities may be issued under a “Senior Indenture”
and subordinated debt securities may be issued under a “Subordinated Indenture.” This prospectus sometimes refers to the Senior
Indenture and the Subordinated Indenture collectively as the “Indentures.”
The form of Senior
Indenture and the form of the Subordinated Indenture are filed as exhibits to the registration statement. The statements and descriptions
in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities are summaries thereof,
do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of
the Indentures and debt securities, including the definitions therein of certain terms.
General
Debt securities will
be our direct unsecured obligations. Senior debt securities will rank equally with all of our other senior and unsubordinated debt.
The subordinated debt securities will be subordinate and junior in right of payment to all of our present and future senior indebtedness.
Because we are primarily
a holding company for our interest in Tanzania, our right to participate in any distribution of assets of our subsidiaries, upon
such subsidiary’s liquidation or reorganization or otherwise, is subject to the prior claims of creditors of the subsidiary,
except to the extent we may be recognized as a creditor of that subsidiary. Accordingly, our obligations under debt securities
will be structurally subordinated to all existing and future indebtedness and liabilities of our subsidiaries, and holders of debt
securities should look only to our assets for payment thereunder.
The Indentures do not
limit the aggregate principal amount of debt securities that we may issue and provide that we may issue debt securities from time
to time in one or more series, in each case with the same or various maturities, at par or at a discount. We may issue additional
debt securities of a particular series without the consent of the holders of debt securities of such series outstanding at the
time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series,
will constitute a single series of debt securities under the applicable Indenture. The Indentures also do not limit our ability
to incur other debt, except as described under “Restrictive Covenants” herein.
Each prospectus supplement
will describe the terms relating to the specific series of debt securities being offered. These terms will include some or all
of the following:
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the title of debt securities and whether they are subordinated debt securities or senior debt securities;
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any limit on the aggregate principal amount of such debt securities;
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the price or prices at which we will sell such debt securities;
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the maturity date or dates of such debt securities;
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the rate or rates of interest, if any, which may be fixed or variable, at which such debt securities
will bear interest, or the method of determining such rate or rates, if any;
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the date or dates from which any interest will accrue or the method by which such date or dates
will be determined;
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the right, if any, to extend the interest payment periods and the duration of any such deferral
period, including the maximum consecutive period during which interest payment periods may be extended;
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whether the amount of payments of principal of (and premium, if any) or interest on such debt securities
may be determined with reference to any index, formula or other method, such as one or more currencies, commodities, equity indices
or other indices, and the manner of determining the amount of such payments;
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the dates on which we will pay interest on such debt securities and the regular record date for
determining who is entitled to the interest payable on any interest payment date;
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whether the debt securities will be secured or unsecured;
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the place or places where the principal of (and premium, if any) and interest on such debt securities
will be payable;
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if we possess the option to do so, the periods within which and the prices at which we may redeem
such debt securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any
such provisions;
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our obligation, if any, to redeem, repay or purchase such debt securities by making periodic payments
to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods
within which and the price or prices at which we will redeem, repay or purchase such debt securities, in whole or in part, pursuant
to such obligation, and the other terms and conditions of such obligation;
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the denominations in which such debt securities will be issued, if other than denominations of
$1,000 and integral multiples of $1,000;
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the portion, or methods of determining the portion, of the principal amount of such debt securities
which we must pay upon the acceleration of the maturity of the debt securities in connection with an Event of Default (as described
below), if other than the full principal amount;
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the currency, currencies or currency unit in which we will pay the principal of (and premium, if
any) or interest, if any, on such debt securities, if not United States dollars;
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provisions, if any, granting special rights to holders of such debt securities upon the occurrence
of specified events;
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any deletions from, modifications of or additions to the Events of Default or our covenants with
respect to the applicable series of debt securities, and whether or not such Events of Default or covenants are consistent with
those contained in the applicable Indenture;
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the application, if any, of the terms of the Indentures relating to defeasance and covenant defeasance
(which terms are described below) to such debt securities;
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whether the subordination provisions summarized below or different subordination provisions will
apply to such debt securities;
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the terms, if any, upon which the holders may convert or exchange such debt securities into or
for our common shares or other securities or property;
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whether any of such debt securities will be issued in global form and, if so, the terms and conditions
upon which global debt securities may be exchanged for certificated debt securities;
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any change in the right of the trustee or the requisite holders of such debt securities to declare
the principal amount thereof due and payable because of an Event of Default;
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the depositary for global or certificated debt securities;
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any special tax implications of such debt securities;
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any trustees, authenticating or paying agents, transfer agents or registrars or other agents with
respect to such debt securities; and
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any other terms of such debt securities.
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Unless otherwise specified
in the applicable prospectus supplement, debt securities will not be listed on any securities exchange. Unless otherwise specified
in the applicable prospectus supplement, debt securities will be issued in fully-registered form without coupons.
Debt securities may
be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time
of issuance is below market rates. The applicable prospectus supplement will describe the federal income tax consequences and special
considerations applicable to any such debt securities. Debt securities may also be issued as indexed securities or securities denominated
in foreign currencies, currency units or composite currencies, as described in more detail in the prospectus supplement relating
to any of the particular debt securities. The prospectus supplement relating to specific debt securities will also describe any
special considerations and certain additional tax considerations applicable to such debt securities.
Subordination
The prospectus supplement
relating to any offering of subordinated debt securities will describe the specific subordination provisions. However, unless otherwise
noted in the prospectus supplement, subordinated debt securities will be subordinate and junior in right of payment to all of our
Senior Indebtedness, to the extent and in the manner set forth in the Subordinated Indenture.
Under the Subordinated
Indenture, “Senior Indebtedness” means all of our obligations in respect of any of the following, whether outstanding
at the date of execution of the Subordinated Indenture or thereafter incurred or created:
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the principal of (and premium, if any) and interest due on our indebtedness for borrowed money;
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all obligations guaranteed by us for the repayment of borrowed money, whether or not evidenced
by bonds, debentures, notes or other written instruments;
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all obligations guaranteed by us evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of property, assets or businesses (provided, however,
that the deferred purchase price of any other business or property or assets shall not be considered indebtedness if the purchase
price thereof is payable in full within 90 days from the date on which such indebtedness was created);
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any obligations of our as lessee under leases required to be capitalized on the balance sheet of
the lessee under generally accepted accounting principles;
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all of our obligations for the reimbursement on any letter of credit, banker’s acceptance,
security purchase facility or similar credit transaction;
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all of our obligations in respect of interest rate swap, cap or other agreements, interest rate
future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements;
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all obligations of the types referred to above of other persons for the payment of which we are
responsible or liable as obligor, guarantor or otherwise; and
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all obligations of the types referred to above of other persons secured by any lien on any of our
property or assets (whether or not such obligation is assumed by us).
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Senior Indebtedness does not include:
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indebtedness or monetary obligations to trade creditors created or assumed by us in the ordinary
course of business in connection with the obtaining of materials or services;
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indebtedness that is by its terms subordinated to or ranks equal with the subordinated debt securities;
and
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any indebtedness of ours to our affiliates (including all debt securities and guarantees in respect
of those debt securities issued to any trust, partnership or other entity affiliated with us that is a financing vehicle of ours
in connection with the issuance by such financing entity of securities guaranteed by us) unless otherwise expressly provided in
the terms of any such indebtedness.
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Senior Indebtedness
shall continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness.
Unless otherwise noted
in the accompanying prospectus supplement, if we default in the payment of any principal of (or premium, if any) or interest on
any Senior Indebtedness when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration
or otherwise, then, unless and until such default is cured or waived or ceases to exist, we will make no direct or indirect payment
(in cash, property, securities, by set-off or otherwise) in respect of the principal of or interest on the subordinated debt securities
or in respect of any redemption, retirement, purchase or other requisition of any of the subordinated debt securities.
In the event of the
acceleration of the maturity of any subordinated debt securities, the holders of all senior debt securities outstanding at the
time of such acceleration will first be entitled to receive payment in full of all amounts due on senior debt securities before
the holders of subordinated debt securities will be entitled to receive any payment of principal (and premium, if any) or interest
on the subordinated debt securities.
If any of the following
events occurs, we will pay in full all Senior Indebtedness before it makes any payment or distribution under subordinated debt
securities, whether in cash, securities or other property, to any holder of subordinated debt securities:
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any dissolution or winding-up or liquidation or reorganization of ours, whether voluntary or involuntary
or in bankruptcy, insolvency or receivership;
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any general assignment by us for the benefit of creditors; or
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any other marshaling of our assets or liabilities.
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In such event, any
payment or distribution under subordinated debt securities, whether in cash, securities or other property, which would otherwise
(but for the subordination provisions) be payable or deliverable in respect of such subordinated debt securities, will be paid
or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness has been paid in full. If any payment or distribution under subordinated debt securities is received
by the trustee of any subordinated debt securities in contravention of any of the terms of the Subordinated Indenture and before
all the Senior Indebtedness has been paid in full, such payment or distribution or security will be received in trust for the benefit
of, and paid over or delivered and transferred to, the holders of Senior Indebtedness at the time outstanding in accordance with
the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all such Senior Indebtedness in full.
The Subordinated Indenture
does not limit the issuance of additional Senior Indebtedness.
If subordinated debt
securities are issued to a trust in connection with the issuance of trust preferred securities, such subordinated debt securities
may thereafter be distributed pro rata to the holders of such trust securities in connection with the dissolution of such trust
upon the occurrence of certain events described in the applicable prospectus supplement.
Restrictive Covenants
Unless an accompanying
prospectus supplement states otherwise, the following restrictive covenant may apply to each series of senior debt securities which
may be similar to other financings by comparable companies:
Consolidation, Merger, Sale of Assets
and Other Transactions
We may not (i) merge
with or into or consolidate with another person or sell, assign, transfer, lease or convey all or substantially all of its properties
and assets to, any other person other than a direct or indirect wholly-owned subsidiary of ours, and (ii) no person may merge with
or into or consolidate with us or, except for any direct or indirect wholly-owned subsidiary of ours, sell, assign, transfer, lease
or convey all or substantially all of its properties and assets to us unless:
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we are the surviving corporation or the person formed by or surviving such merger or consolidation
or to which such sale, assignment, transfer, lease or conveyance has been made, if other than us, has expressly assumed by supplemental
indenture all the obligations of ours under such debt securities, the Indentures and any guarantees of preferred securities or
common securities issued by certain trusts;
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immediately after giving effect to such transaction, no default or Event of Default has occurred
and is continuing; and
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we delivers to the trustee an officers’ certificate and an opinion of counsel, each stating
that the supplemental indenture complies with the applicable Indenture.
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Events of Default, Notice and Waiver
Unless an accompanying
prospectus supplement states otherwise, the following shall constitute “Events of Default” under the Indentures with
respect to each series of debt securities:
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our failure to pay any interest on any debt security of such series when due and payable for a
period of up to 90 days;
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our failure to pay principal (or premium, if any) on any debt security of such series when due,
regardless of whether such payment became due because of maturity, redemption, acceleration or otherwise, or is required by any
sinking fund established with respect to such series;
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our failure to observe or perform any other of its covenants or agreements with respect to such
debt securities for period of 90 days after it receives notice of such failure;
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certain defaults with respect to our debt (other than such debt securities or non-recourse debt)
in any aggregate principal amount of $100 million consisting of the failure to make any payment at maturity or that results in
acceleration of the maturity of such debt; and
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certain events of bankruptcy, insolvency or reorganization of ours.
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If an Event of Default
with respect to any debt securities of any series outstanding under either of the Indentures shall occur and be continuing, the
trustee under such Indenture or the holders of at least 25% in aggregate principal amount of the debt securities of that series
outstanding may declare, by notice as provided in the applicable Indenture, the principal amount (or such lesser amount as may
be provided for in the debt securities of that series) of the debt securities of that series outstanding to be due and payable
immediately; provided that, in the case of an Event of Default involving certain events in bankruptcy, insolvency or reorganization,
acceleration is automatic; and, provided further, that after such acceleration, but before a judgment or decree based on acceleration,
the holders of a majority in aggregate principal amount of the outstanding debt securities of that series may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, have been cured
or waived.
Upon the acceleration
of the maturity of original issue discount securities, an amount less than the principal amount thereof will become due and payable.
Reference is made to
the prospectus supplement relating to any original issue discount securities for the particular provisions relating to acceleration
of maturity thereof. Any past default under either Indenture with respect to debt securities of any series, and any Event of Default
arising therefrom, may be waived by the holders of a majority in principal amount of all debt securities of such series outstanding
under such Indenture, except in the case of (i) default in the payment of the principal of (or premium, if any) or interest on
any debt securities of such series or (ii) default in respect of a covenant or provision which may not be amended or modified without
the consent of the holder of each outstanding debt security of such series affected.
The trustee is required,
within 90 days after the occurrence of a default (which is known to the trustee and is continuing), with respect to the debt securities
of any series (without regard to any grace period or notice requirements), to give to the holders of debt securities of such series
notice of such default; provided, however, that, except in the case of a default in the payment of the principal of (and premium,
if any) or interest, or in the payment of any sinking fund installment, on any debt securities of such series, the trustee shall
be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests
of the holders of debt securities of such series.
The trustee, subject
to its duties during default to act with the required standard of care, may require indemnification by the holders of debt securities
of any series with respect to which a default has occurred before proceeding to exercise any right or power under the Indentures
at the request of the holders of debt securities of such series. Subject to such right of indemnification and to certain other
limitations, the holders of a majority in principal amount of the outstanding debt securities of any series under either Indenture
may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust
or power conferred on the trustee with respect to debt securities of such series.
No holder of a debt
security of any series may institute any action against us under either of the Indentures (except actions for payment of overdue
principal of (and premium, if any) or interest on such debt security or for the conversion or exchange of such debt security in
accordance with its terms) unless (i) the holder has given to the trustee written notice of an Event of Default and of the continuance
thereof with respect to debt securities of such series specifying an Event of Default, as required under the applicable Indenture,
(ii) the holders of at least 25% in aggregate principal amount of debt securities of that series then outstanding under such Indenture
shall have requested the trustee to institute such action and offered to the trustee indemnity reasonably satisfactory to it against
the costs, expenses and liabilities to be incurred in compliance with such request and (iii) the trustee shall not have instituted
such action within 60 days of such request.
We are required to
furnish annually to the trustee statements as to its compliance with all conditions and covenants under each Indenture.
Discharge, Defeasance and Covenant Defeasance
If indicated in the
applicable prospectus supplement, we may discharge or defease its obligations under each Indenture as set forth below.
We may discharge certain
obligations to holders of any series of debt securities issued under either the Senior Indenture or the Subordinated Indenture
which have not already been delivered to the trustee for cancellation and which have either become due and payable or are by their
terms due and payable within one year (or scheduled for redemption within one year) by irrevocably depositing with the trustee
cash or, in the case of debt securities payable only in U.S. dollars, U.S. Government Obligations (as defined in either Indenture),
as trust funds in an amount certified to be sufficient to pay when due, whether at maturity, upon redemption or otherwise, the
principal of (and premium, if any) and interest on such debt securities.
If indicated in the
applicable prospectus supplement, we may elect either (i) to defease and be discharged from any and all obligations with respect
to debt securities of or within any series (except as otherwise provided in the relevant Indenture) (“defeasance”)
or (ii) to be released from its obligations with respect to certain covenants applicable to debt securities of or within any series
(“covenant defeasance”), upon the deposit with the relevant Indenture trustee, in trust for such purpose, of money
and/or government obligations which through the payment of principal and interest in accordance with their terms will provide money
in an amount sufficient, without reinvestment, to pay the principal of (and premium, if any) or interest on such debt securities
to maturity or redemption, as the case may be, and any mandatory sinking fund or analogous payments thereon. As a condition to
defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel to the effect that the holders of such
debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would
have been the case if such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance
under clause (i) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal
income tax law occurring after the date of the relevant Indenture. In addition, in the case of either defeasance or covenant defeasance,
we shall have delivered to the trustee (i) an officers’ certificate to the effect that the relevant debt securities exchange(s)
have informed it that neither such debt securities nor any other debt securities of the same series, if then listed on any securities
exchange, will be delisted as a result of such deposit and (ii) an officers’ certificate and an opinion of counsel, each
stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with. We may exercise
its defeasance option with respect to such debt securities notwithstanding its prior exercise of its covenant defeasance option.
Modification and Waiver
Under the Indentures,
we and the applicable trustee may supplement the Indentures for certain purposes which would not materially adversely affect the
interests or rights of the holders of debt securities of a series without the consent of those holders. We and the applicable trustee
may also modify the Indentures or any supplemental indenture in a manner that affects the interests or rights of the holders of
debt securities with the consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities
of each affected series issued under the Indenture. However, the Indentures require the consent of each holder of debt securities
that would be affected by any modification which would:
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extend the fixed maturity of any debt securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption
thereof;
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reduce the amount of principal of an original issue discount debt security or any other debt security
payable upon acceleration of the maturity thereof;
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change the currency in which any debt security or any premium or interest is payable;
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impair the right to institute suit for any payment on or with respect to any debt security;
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reduce the percentage in principal amount of outstanding debt securities of any series, the consent
of whose holders is required for modification or amendment of the Indentures or for waiver of compliance with certain provisions
of the Indentures or for waiver of certain defaults;
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reduce the requirements contained in the Indentures for quorum or voting; or
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modify any of the above provisions.
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If subordinated debt
securities are held by a trust or a trustee of a trust, a supplemental indenture that affects the interests or rights of the holders
of debt securities will not be effective until the holders of not less than a majority in liquidation preference of the common
securities of the applicable trust, collectively, have consented to the supplemental indenture; provided, further, that if the
consent of the holder of each outstanding debt security is required, the supplemental indenture will not be effective until each
holder of the preferred securities and the common securities of the applicable trust has consented to the supplemental indenture.
The Indentures permit
the holders of at least a majority in aggregate principal amount of the outstanding debt securities of any series issued under
the Indentures which is affected by the modification or amendment to waive our compliance with certain covenants contained in the
Indentures.
Payment and Paying Agents
Unless otherwise indicated
in the applicable prospectus supplement, payment of interest on a debt security on any interest payment date will be made to the
person in whose name a debt security is registered at the close of business on the record date for the interest.
Unless otherwise indicated
in the applicable prospectus supplement, principal, interest and premium on the debt securities of a particular series will be
payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time.
Notwithstanding the
foregoing, at our option, payment of any interest may be made by check mailed to the address of the person entitled thereto as
such address appears in the security register.
Unless otherwise indicated
in the applicable prospectus supplement, a paying agent designated by us and located in the Borough of Manhattan, The City of New
York will act as paying agent for payments with respect to debt securities of each series. All paying agents initially designated
by us for debt securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate
additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying
agent acts, except that we will be required to maintain a paying agent in each place of payment for debt securities of a particular
series.
All moneys paid by
us to a paying agent for the payment of the principal, interest or premium on any debt security which remain unclaimed at the end
of two years after such principal, interest or premium has become due and payable will be repaid to us upon request, and the holder
of such debt security thereafter may look only to us for payment thereof.
Denominations, Registrations and Transfer
Unless an accompanying
prospectus supplement states otherwise, debt securities will be represented by one or more global certificates registered in the
name of a nominee for The Depository Trust Company, or DTC. In such case, each holder’s beneficial interest in the global
securities will be shown on the records of DTC and transfers of beneficial interests will only be effected through DTC’s
records.
A holder of debt securities
may only exchange a beneficial interest in a global security for certificated securities registered in the holder’s name
if:
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DTC notifies us that it is unwilling or unable to continue serving as the depositary for the relevant
global securities;
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DTC ceases to maintain certain qualifications under the Exchange Act and no successor depositary
has been appointed for 90 days; or
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we determine, in our sole discretion, that the global security shall be exchangeable.
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If debt securities
are issued in certificated form, they will only be issued in the minimum denomination specified in the accompanying prospectus
supplement and integral multiples of such denomination. Transfers and exchanges of such debt securities will only be permitted
in such minimum denomination. Transfers of debt securities in certificated form may be registered at the trustee’s corporate
office or at the offices of any paying agent or trustee appointed by us under the Indentures. Exchanges of debt securities for
an equal aggregate principal amount of debt securities in different denominations may also be made at such locations.
Governing Law
The Senior Indenture,
the Subordinated Indenture and debt securities will be governed by, and construed in accordance with, the internal laws of the
State of New York, without regard to its principles of conflicts of laws.
Conversion or Exchange Rights
The prospectus supplement
will describe the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common shares
or other debt securities. These terms will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. These provisions may allow or require the number of our common shares or other securities to be
received by the holders of such series of debt securities to be adjusted.
DESCRIPTION OF COMMON
SHARES
The description below
of our capital shares is a summary and is qualified in its entirety by reference to our Articles of Incorporation (“Articles”).
For a complete description, you should refer to our Articles a copy of which is on file with the SEC.
Our Articles authorizes
the issuance of an unlimited number of common shares, without par value.
Each holder of common
shares is entitled to one vote for each share on all matters submitted to a vote of the shareholders, except matters that relate
only to one or more of the series of preferred share, and each holder does not have cumulative voting rights. Accordingly, the
holders of a majority of the common shares entitled to vote in any election of directors can elect all of the directors standing
for election, if they so choose.
Subject to preferences
that may be applicable to any then outstanding preferred shares, holders of common shares are entitled to receive ratably those
dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. In the event
of our liquidation, dissolution or winding up, holders of common shares will be entitled to share ratably in the net assets legally
available for distribution to shareholders after the payment of all of our debts and other liabilities and the satisfaction of
any liquidation preference granted to the holders of any outstanding preferred shares.
Holders of common shares
have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable
to the common share. All outstanding common shares are, and the common shares offered by us in this offering, when issued and paid
for, will be fully paid and nonassessable. The rights, preferences and privileges of the common shares are subject to, and may
be adversely affected by, the rights of the holders of shares of any series of preferred shares, if any, which we may designate
in the future.
DESCRIPTION OF WARRANTS
General
We may issue warrants
to purchase common shares. We may issue the warrants independently or together with any underlying securities, and the warrants
may be attached or separate from the underlying securities. We may also issue a series of warrants under a separate warrant agreement
to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants
of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.
The following description
is a summary of selected provisions relating to the warrants that we may issue. The summary is not complete. When warrants are
offered in the future, a prospectus supplement, information incorporated by reference or a free writing prospectus, as applicable,
will explain the particular terms of those securities and the extent to which these general provisions may apply. The specific
terms of the warrants as described in a prospectus supplement, information incorporated by reference, or free writing prospectus
will supplement and, if applicable, may modify or replace the general terms described in this section.
This summary and any
description of warrants in the applicable prospectus supplement, information incorporated by reference or free writing prospectus
is subject to and is qualified in its entirety by reference to all the provisions of any specific warrant document or agreement.
We will file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration
statement of which this prospectus is a part on or before the time we issue a series of warrants. See “Where You Can Find
Additional Information” and “Incorporation of Certain Information by Reference” above for information on how
to obtain a copy of a warrant document when it is filed.
When we refer to a
series of warrants, we mean all warrants issued as part of the same series under the applicable warrant agreement.
Terms
The applicable prospectus
supplement, information incorporated by reference or free writing prospectus, may describe the terms of any warrants that we may
offer, including, but not limited to, the following:
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the title of the warrants;
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the total number of warrants;
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the price or prices at which the warrants will be issued;
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the price or prices at which the warrants may be exercised;
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the currency or currencies that investors may use to pay for the warrants;
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the date on which the right to exercise the warrants will commence and the date on which the right
will expire;
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whether the warrants will be issued in registered form or bearer form;
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information with respect to book-entry procedures, if any;
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if applicable, the minimum or maximum amount of warrants that may be exercised at any one time;
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if applicable, the designation and terms of the underlying securities with which the warrants are
issued and the number of warrants issued with each underlying security;
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if applicable, the date on and after which the warrants and the related underlying securities will
be separately transferable;
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if applicable, a discussion of certain United States federal income tax considerations;
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if applicable, the terms of redemption of the warrants;
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the identity of the warrant agent, if any;
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the procedures and conditions relating to the exercise of the warrants; and
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any other terms of the warrants, including terms, procedures, and limitations relating to the exchange
and exercise of the warrants.
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Warrant Agreement
We may issue the warrants
in one or more series under one or more warrant agreements, each to be entered into between us and a bank, trust company, or other
financial institution as warrant agent. We may add, replace, or terminate warrant agents from time to time. We may also choose
to act as our own warrant agent or may choose one of our subsidiaries to do so.
The warrant agent under
a warrant agreement will act solely as our agent in connection with the warrants issued under that agreement. Any holder of warrants
may, without the consent of any other person, enforce by appropriate legal action, on its own behalf, its right to exercise those
warrants in accordance with their terms.
Form, Exchange and Transfer
We may issue the warrants
in registered form or bearer form. Warrants issued in registered form, i.e., book-entry form, will be represented by a global security
registered in the name of a depository, which will be the holder of all the warrants represented by the global security. Those
investors who own beneficial interests in a global warrant will do so through participants in the depository’s system, and
the rights of these indirect owners will be governed solely by the applicable procedures of the depository and its participants.
In addition, we may issue warrants in non-global form, i.e., bearer form. If any warrants are issued in non-global form, warrant
certificates may be exchanged for new warrant certificates of different denominations, and holders may exchange, transfer, or exercise
their warrants at the warrant agent’s office or any other office indicated in the applicable prospectus supplement, information
incorporated by reference or free writing prospectus.
Prior to the exercise
of their warrants, holders of warrants exercisable for shares of common share will not have any rights of holders of common share
and will not be entitled to dividend payments, if any, or voting rights of the common share.
Exercise of Warrants
A warrant will entitle
the holder to purchase for cash an amount of securities at an exercise price that will be stated in, or that will be determinable
as described in, the applicable prospectus supplement, information incorporated by reference or free writing prospectus. Warrants
may be exercised at any time up to the close of business on the expiration date set forth in the applicable offering material.
After the close of business on the expiration date, unexercised warrants will become void. Warrants may be redeemed as set forth
in the applicable offering material.
Warrants may be exercised
as set forth in the applicable offering material. Upon receipt of payment and the warrant certificate properly completed and duly
executed at the corporate trust office of the warrant agent or any other office indicated in the applicable offering material,
we will forward, as soon as practicable, the securities purchasable upon such exercise. If less than all of the warrants represented
by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
DESCRIPTION OF UNITS
We may issue units
composed of any combination of our debt securities, common shares and warrants. We will issue each unit so that the holder of the
unit is also the holder of each security included in the unit. As a result, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The following description
is a summary of selected provisions relating to units that we may offer. The summary is not complete. When units are offered in
the future, a prospectus supplement, information incorporated by reference or a free writing prospectus, as applicable, will explain
the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the
units as described in a prospectus supplement, information incorporated by reference, or free writing prospectus will supplement
and, if applicable, may modify or replace the general terms described in this section.
This summary and any
description of units in the applicable prospectus supplement, information incorporated by reference or free writing prospectus
is subject to and is qualified in its entirety by reference to the unit agreement, collateral arrangements and depositary arrangements,
if applicable. We will file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit
to the registration statement of which this prospectus is a part on or before the time we issue a series of units. See “Where
You Can Find Additional Information” and “Incorporation of Certain Information by Reference” above for information
on how to obtain a copy of a document when it is filed.
The applicable prospectus
supplement, information incorporated by reference or free writing prospectus may describe:
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the designation and terms of the units and of the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately;
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any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of
the securities composing the units;
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whether the units will be issued in fully registered or global form; and
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any other terms of the units.
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The applicable provisions
described in this section, as well as those described under “Description of Capital Shares” and “Description
of Warrants” above, will apply to each unit and to each security included in each unit, respectively.
COMPARISON
OF ALBERTA AND DELAWARE CORPORATE LAW
COMPARISON OF SHAREHOLDER RIGHTS
The
Company is a corporation governed by the Business Corporations Act (Alberta) (“BCA”). The BCA differs in some
material respects from the laws generally applicable to corporation in states within the United States. We are providing the following
discussion, for illustration purposes only, a summary of certain material differences affecting Delaware corporations under the
Delaware General Corporation Law (the “DGCL”) and the BCA. This summary is qualified in its entirety by reference to
the DGCL, the BCA, and the Company’s articles.
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Delaware
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Business Corporations Act (Alberta)
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Stockholder/
Shareholder Approval
of Business
Combinations;
Fundamental Changes
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Under the DGCL, certain fundamental changes,
such as amendments to the certificate of incorporation, a merger, consolidation, sale, lease, exchange or other disposition of
all or substantially all of the property of a corporation not in the usual and regular course of the corporation’s business,
or a dissolution of the corporation, are generally required to be approved by the affirmative vote of the holders of a majority
of the outstanding stock present in person or represented by proxy and entitled to vote on the matter, unless a corporation’s
certificate of incorporation or the bylaws require a higher percentage.
However, generally under the DGCL,
stockholder approval is not required if the number of shares of common stock, including securities convertible into common stock,
of a corporation issued in a merger does not exceed 20% of its stock outstanding immediately prior to the effective date of the
merger. In certain situations, the approval of a business combination may require approval by a certain number of the holders
of a class or series of shares. In addition, Section 251(h) of the DGCL provides that stockholders of a constituent corporation
need not vote to approve a merger if: (i) the merger agreement permits or requires the merger to be effected under Section 251(h)
and provides that the merger shall be effected as soon as practicable following the tender offer or exchange offer, (ii) a corporation
consummates a tender or exchange offer for any and all of the outstanding stock of such constituent corporation that would otherwise
be entitled to vote to approve the merger, (iii) immediately following the consummation of the offer, the stock accepted for purchase
or exchanges plus the stock owned by the consummating corporation equals at least the percentage of stock that would be required
to adopt the agreement of merger under the DGCL, (iv) the corporation consummating the offer merges with or into such constituent
corporation and (v) each outstanding share of each class or series of stock of the constituent corporation that was the subject
of and not irrevocably accepted for purchase or exchange in the offer is to be converted in the merger into, or the right to receive,
the same consideration to be paid for the shares
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Under the BCA and the Company’s articles,
certain alterations, such as changes to authorized share structure, continuances, into or out of province, certain amalgamations,
sales, leases or other dispositions of all or substantially all of the property of the company (other than in the ordinary course
of business) liquidations, dissolutions, and certain arrangements are required to be approved by ordinary or special resolution
as applicable.
An ordinary resolution is a resolution
(i) passed at a shareholders’ meeting by a simple majority of the votes cast by shareholders voting shares that carry the
right to vote at general meetings, or (ii) passed, after being submitted to all of the shareholders holding shares that carry the
right to vote at general meetings, by being consented to in writing all of the shareholders entitled to vote on the resolution.
A special resolution is a resolution (i)
passed by not less than two-thirds of the votes cast by the shareholders voting shares that carry the right to vote at general
meetings who voted in respect of the resolution at a meeting duly called and held for that purpose or (ii) passed by being consented
to in writing by all shareholders entitled to vote on the resolution.
Holders of multiple voting shares and subordinate
voting shares vote together at all meetings of shareholders except meetings at which only holders of a particular class are entitled
to vote.
Under the BCA, an action that prejudices
or interferes with a right or special right attached to issued shares of a class or series of shares must be approved by a separate
special resolution of the holders of the class or series of shares being affected.
Arrangements are permitted under
the BCA. In general, a plan of arrangement is approved by a corporation’s board of directors and then is submitted to a
court for approval. It is customary for a corporation in such circumstances to apply to a court initially for an interim order
governing various procedural matters prior to calling any security holder meeting to consider the proposed arrangement. Plans
of arrangement involving shareholders must be
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Delaware
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Business Corporations Act (Alberta)
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of such class or series of stock
of the constituent corporation irrevocably purchased or exchanged in such offer.
The DGCL does not contain a procedure comparable
to a plan of arrangement under BCA.
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approved by a special resolution
of shareholders, including holders of shares not normally entitled to vote. The court may, in respect of an arrangement proposed
with persons other than shareholders and creditors, require that those persons approve the arrangement in the manner and to the
extent required by the court. The court determines, among other things, to whom notice shall be given and whether, and in what
manner, approval of any person is to be obtained and also determines whether any shareholders may dissent from the proposed arrangement
and receive payment of the fair value of their shares. Following compliance with the procedural steps contemplated in any such
interim order (including as to obtaining security holder approval), the court would conduct a final hearing, which would, among
other things, assess the fairness of the arrangement and approve or reject the proposed arrangement.
The BCA does not contain a provision comparable
to Section 251(h) of the DGCL.
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Delaware
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Business Corporations Act (Alberta)
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Special Vote Required
for Combinations with
Interested
Stockholders/
Shareholders
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Unless a Delaware corporation’s certificate
of incorporation provides that it elects not to be governed by Section 203 of the DGCL, a Delaware corporation may not engage in
a business combination with an interested stockholder for a period of three years after the time of the transaction in which the
person became an interested stockholder, unless (i) the board of directors of the corporation, prior to the time of the transaction
in which the person became an interested stockholder, approves either the business combination or the transaction in which the
stockholder becomes an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming
an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at
the time the transaction commenced (excluding shares owned by directors and officers of the corporation and shares held in certain
types of employee stock plans); or (iii) the board of directors and the holders of at least two-thirds of the outstanding voting
stock not owned by the interested stockholder approve the business combination on or after the time of the transaction in which
the person became an interested stockholder.
For purposes of Section 203, the DGCL,
subject to specified exceptions, generally defines an interested stockholder to include any person who, together with that person’s
affiliates or associates, (i) owns 15% or more of the outstanding voting stock of the corporation (including any rights to acquire
stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights,
and stock with respect to which the person has voting rights only), or (ii) is an affiliate or associate of the corporation and
owned 15% or more of the outstanding voting stock of the corporation at any time within the previous three years.
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The BCA does not contain a provision comparable to Section 203 of the DGCL with respect to business combinations.
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Delaware
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Business Corporations Act (Alberta)
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Appraisal Rights;
Rights to Dissent
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Under the DGCL, a stockholder of a corporation
participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant
to which the stockholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration
he or she would otherwise receive in the transaction.
For example, a stockholder is entitled
to appraisal rights in the case of a merger or consolidation if the shareholder is required to accept in exchange for the shares
anything other than: (i) shares of stock of the corporation surviving or resulting from the merger or consolidation, or depository
receipts in respect thereof; (ii) shares of any other corporation, or depository receipts in respect thereof, that on the effective
date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000
shareholders; (iii) cash instead of fractional shares of the corporation or fractional depository receipts of the corporation;
or (iv) any combination of the foregoing.
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The BCA provides that shareholders of a
corporation are entitled to exercise dissent rights in respect of certain matters and to be paid the fair value of their shares
in connection therewith. The dissent right is applicable where the corporation resolves to (i) alter its articles to alter the
restrictions on the powers of the corporation or on the business it is permitted to carry on; (ii) approve certain amalgamations;
(iii) approve an arrangement, where the terms of the arrangement or court orders relating thereto permit dissent; (iv) sell, lease
or otherwise dispose of all or substantially all of its property; or (v) continue the corporation into another jurisdiction.
Dissent may also be permitted if authorized
by resolution. A court may also make an order permitting a shareholder to dissent in certain circumstances.
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Stockholder/
Shareholder Consent
to Action Without
Meeting
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Under the DGCL, unless otherwise provided
in a corporation’s certificate of incorporation, any action that can be taken at a meeting of the stockholders may be taken
without a meeting if written consent to the action is signed by the holders of outstanding stock having not less than the minimum
number of votes necessary to authorize or take the action at a meeting of the stockholders.
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Although it is not customary for public companies to do so, under the BCA, shareholder action without a meeting may be taken by a consent resolution of shareholders signed by all of the shareholders entitled to vote on that resolution. A consent resolution is as valid and effective as if it was a resolution passed at a meeting of shareholders.
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Special Meetings of
Stockholders/
Shareholders
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Under the DGCL, a special meeting of shareholders may be called by the board of directors or by such persons authorized in the certificate of incorporation or the bylaws.
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Under the BCA, a special meeting of shareholders may be called by the board of directors.
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Delaware
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Business Corporations Act (Alberta)
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Distributions and Dividends;
Repurchases and
Redemptions
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Under the DGCL, subject to any restrictions
contained in the certificate of incorporation, a corporation may pay dividends out of its capital surplus or, if there is no surplus,
out of net profits for the fiscal year in which the dividend is declared or the preceding fiscal year, as long as the amount of
capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital
represented by issued and outstanding shares having a preference upon the distribution of assets. Surplus is defined in the DGCL
as the excess of the net assets over capital, as such capital may be adjusted by the board.
A Delaware corporation may purchase or
redeem shares of any class for cash or other property except when its capital is impaired or would be impaired by the purchase
or redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled, upon any distribution of
its assets, to a preference over another class or series of its shares or, if no shares entitled to a preference are outstanding,
any of its shares if such shares will be retired and the capital reduced.
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Under the BCA, unless its charter or an
enactment provides otherwise, a corporation may pay a dividend in money or other property (including by issuing shares by way of
dividend) unless there are reasonable grounds for believing that the corporation is insolvent, or the payment of the dividend would
render the corporation insolvent.
The BCA provides that no special rights
or restrictions attached to a series of any class of shares confer on the series a priority in respect of dividends or return of
capital over any other series of shares of the same class.
Under the BCA, the purchase or other acquisition
by a corporation of its shares is generally subject to solvency tests similar to those applicable to the payment of dividends (as
set out above). The Company is permitted, under its articles, to acquire any of its shares, subject to the special rights and restrictions
attached to such class or series of shares and the approval of its board of directors.
Under the BCA, subject to solvency tests
similar to those applicable to the payment of dividends (as set out above), a corporation may redeem, on the terms and in the manner
provided in its articles, any of its shares that has a right of redemption attached to it.
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Vacancies on Board of
Director
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Under the DGCL, a vacancy or a newly created directorship may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, unless otherwise provided in the certificate of incorporation or bylaws. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of stockholders at which the term of the class of directors to which the newly elected director has been elected expires.
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Under the BCA and the Company’s articles,
a vacancy among the directors may be filled by a quorum of directors, except in the case of a vacancy resulting from an increase
in the number of directors or from a failure to elect the minimum number of directors required by the Company’s articles.
If there is not a quorum of directors,
or if there has been a failure to elect the minimum number of directors required by the Company’s articles, the directors
then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or
if there are no directors then in office, the meeting may be called by any shareholder.
Under the BCA and if permitted by a corporation’s
articles, directors of the corporation may, between annual general meetings, appoint one or more additional directors to serve
until the next annual general meeting, but the number of directors shall not at any time exceed 1/3 of the number of directors
who held office at the expiration of the last annual meeting of the corporation.
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Delaware
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Business Corporations Act (Alberta)
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Removal of Directors;
Terms of Directors
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Under the DGCL, except in the case of a
corporation with a classified board or with cumulative voting, any director or the entire board may be removed, with or without
cause, by the holders of a majority of the shares entitled to vote at an election of directors. If a Delaware corporation has a
classified board, unless its certificate of incorporation provides otherwise, any director or the entire board may only be removed
by stockholders for cause.
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The BCA provides for the removal of a director
by ordinary resolution passed at a special meeting of the shareholders.
All directors are eligible for re-election
or re-appointment.
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Inspection of Books
and Records
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Under the DGCL, any holder of record of stock or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person has the right during usual business hours to inspect the corporation’s books and records for a proper purpose.
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Under the BCA, directors and shareholders,
including their agents and legal representatives, may, without charge, inspect certain of the records of a corporation.
Public corporations, upon payment of a
reasonable fee, must provide any requesting person with certain information regarding the identity and holdings of its shareholders.
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Amendment of
Governing Documents
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Under the DGCL, a certificate of incorporation
may be amended if: (i) the board of directors adopts a resolution setting forth the proposed amendment, declares the advisability
of the amendment and directs that it be submitted to a vote at a meeting of shareholders; provided that, unless required by the
certificate of incorporation, no meeting or vote is required to adopt an amendment for certain specified changes; and (ii) the
holders of a majority of the outstanding shares of stock entitled to vote on the matter approve the amendment, unless the certificate
of incorporation requires the vote of a greater number of shares.
If a class vote on the amendment is required
by the DGCL, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate
of incorporation or by other provisions of the DGCL.
Under the DGCL, the board of directors
may amend a corporation’s bylaws if so authorized in the certificate of incorporation. The shareholders of a Delaware corporation
also have the power to amend bylaws.
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The BCA provides that substantive changes
to a corporation’s articles (such as a change in the corporation’s authorized share structure or a change in the special
rights or restrictions that may be attached to a certain class or series of shares) may be made only by special resolution of the
shareholders of the corporation.
The BCA permits the directors to make amendments
to any of a corporation’s bylaws that regulate the business or affairs of the corporation by resolution. Any such amendment
is required to be submitted to the shareholders at the next shareholder meeting to be confirmed, rejected or amended by ordinary
resolution.
Our articles provide that certain changes
to the Company’s share structure and any creation or alteration of special rights and restrictions attached to a series or
class of shares be done by way of ordinary resolution. However, if a right or special right attached to a class or series of shares
would be prejudiced or interfered with by such an alteration, the BCA requires that holders of such class or series of shares must
approve the alteration by a sperate special resolution of those shareholders.
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Delaware
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Business Corporations Act (Alberta)
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Indemnification of
Directors and Officers
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Under the DGCL, subject to specified
limitations in the case of derivative suits brought by a corporation’s stockholders in its name, a corporation may
indemnify any person who is made a party to any action, suit or proceeding on account of being a director, officer, employee
or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation,
partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or
proceeding, provided that there is a determination that: (i) the individual acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation; and (ii) in a criminal action or proceeding, the
individual had no reasonable cause to believe his or her conduct was unlawful. Without court approval, however, no
indemnification may be made in respect of any derivative action in which an individual is adjudged liable to the corporation,
except to the extent the Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity.
The DGCL requires indemnification of directors
and officers for expenses (including attorneys’ fees) actually and reasonably relating to a successful defense on the merits
or otherwise of a derivative or third-party action.
Under the DGCL, a corporation may advance
expenses to any director or officer relating to the defense of any proceeding upon the receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified.
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Under the BCA, a corporation may indemnify:
(i) a current or former director or officer of that corporation; or (ii) a current or former director or officer of another corporation
if, at the time such individual held such office, the corporation was an affiliate of the corporation, or if such individual held
such office at the corporation’s request against all costs, charges and expenses, including an amount paid to settle an action
or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative or other legal proceeding
or investigative action (whether current, threatened, pending or completed) in which he or she is involved because of that person’s
position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith with a view to the best
interests of such corporation or the other entity, as the case may be; or (ii) in the case of a proceeding other than a civil proceeding,
the individual did not have reasonable grounds for believing that the individual’s conduct was lawful. A corporation cannot
indemnify an indemnifiable person if it is prohibited from doing so under its articles. In addition, a corporation must not indemnify
an indemnifiable person in proceedings brought against the indemnifiable person by or on behalf of the corporation or an associated
corporation, except where the indemnifiable person was substantially successful on the merits in their defense of the proceedings
and would otherwise be entitled to indemnification. A corporation may pay, as they are incurred in advance of the final disposition
of an eligible proceeding, the expenses actually and reasonably incurred by an indemnifiable person in respect of that proceeding,
but if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts
advanced. On application from an indemnifiable person, a court may make any order the court considers appropriate in respect of
an eligible proceeding.
As permitted by the BCA, the Company’s
articles require it to indemnify its directors, officers, former directors or officers (and such individual’s respective
heirs and legal representatives) and permit the Company to indemnify any person to the extent permitted by the BCA.
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Delaware
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Business Corporations Act (Alberta)
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Limited Liability of
Directors
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The DGCL permits the adoption of a provision in a corporation’s certificate of incorporation limiting or eliminating the monetary liability of a director to a corporation or its shareholders by reason of a director’s breach of the director’s fiduciary duties, except for (i) any breach the duty of loyalty to the corporation or its shareholders; (ii) any act or omission not in good faith or involving intentional misconduct or a known violation of law; (iii) any breach in which the director obtains an improper personal benefit from the corporation; or (iv) the unlawful payment of a dividend or the unlawful approval a stock repurchase.
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Under the BCA, a director or officer of
a corporation must (i) act honestly and in good faith with a view to the best interests of the corporation; (ii) exercise the care,
diligence and skill that a reasonably prudent person would exercise in comparable circumstances; (iii) act in accordance with the
BCA and the regulations thereunder; and (iv) subject to (i) to (iii), act in accordance with the articles and bylaws of the corporation.
These statutory duties are in addition to duties under common law and equity.
No provision in a contract or the articles
of a company may relieve a director or officer of a company from the above duties.
Under the BCA, a director is not liable
for certain acts if the director has otherwise complied with his or her duties and relied, in good faith, on (i) financial statements
of the company represented to the director by an officer of the company or in a written report of the auditor of the company to
fairly reflect the financial position of the company, (ii) a written report of a lawyer, accountant, engineer, appraiser or other
person whose profession lends credibility to a statement made by that person, (iii) a statement of fact represented to the director
by an officer of the company to be correct, or (iv) any record, information or representation that the court considers provides
reasonable grounds for the actions of the director, whether or not that record was forged, fraudulently made or inaccurate or that
information or representation was fraudulently made or inaccurate. Further, a director is not liable if the director did not know
and could not reasonably have known that the act done by the director or authorized by the resolution voted for or consented to
by the director was contrary to the BCA.
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Delaware
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Business Corporations Act (Alberta)
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Blank Check
Preferred
Stock/Shares
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Under the DGCL, the certificate of incorporation
of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution,
and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude
shareholders from realizing a potential premium over the market value of their shares.
In addition, the DGCL does not prohibit
a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and
also preclude shareholders from realizing a potential premium over the market value of their shares.
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Under the Company’s articles, the
preferred shares may be issued in one or more series. Accordingly, the Company’s board of directors is authorized, without
shareholder approval, but subject to the provisions of the BCA, to determine the maximum number of shares of each series, create
an identifying name for each series and attach such special rights or restrictions, including dividend, liquidation and voting
rights, as the Company’s board of directors may determine, and such special rights or restrictions, including dividend, liquidation
and voting rights, may be superior to those of the subordinate voting shares and multiple voting shares. The issuance of preferred
shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things,
have the effect of delaying, deferring or preventing a change of control of the Company and might adversely affect the market price
of the Company’s subordinate voting shares and the voting and other rights of the holders of subordinate voting shares. Under
the BCA, each share of a series of shares must have the same special rights or restrictions as are attached to every other share
of that series of shares. In addition, the special rights or restrictions attached to shares of a series of shares must be consistent
with the special rights or restrictions attached to the class of shares of which the series of shares is part.
In addition, the BCA does not prohibit
a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and
also preclude shareholders from realizing a potential premium over the market value of their shares.
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CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS
The material United
States Federal income tax consequences relating to the purchase, ownership and disposition of any of the securities offered by
this prospectus will be set forth in the applicable prospectus supplement relating to the offering of those securities.
EXPENSE OF THE ISSUANCE
AND DISTRIBUTION
The following table
sets forth those expenses to be incurred by us in connection with the issuance and distribution of the securities being registered,
other than underwriting discounts and commissions. All of the amounts shown are estimates, except the SEC registration fee.
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SEC registration fee
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$
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$
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12,447.34
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Legal fees and expenses
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(1)
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Accounting fees and expenses
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(1)
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Printing and postage expenses
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(1)
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Miscellaneous expenses
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(1)
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Total
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(1)
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(1) These
expenses are not presently known and cannot be estimated at this time as they are based upon the amount and type of security being
offered, as well as the number of offerings. The aggregate amount of these expenses will be reflected in the applicable prospectus
supplement.
MATERIAL
CHANGES
Except
as otherwise described in our Annual Report on Form 20-F, as amended, for the fiscal year ended August 31, 2020, as amended, and
in our Reports on Form 6-K filed or submitted under the Exchange Act and incorporated by reference herein and as disclosed in this
prospectus, no reportable material changes have occurred since August 31, 2020.
LISTING
Our common shares are
listed on NYSE American and Toronto Stock Exchange under the symbols “TRX” and “TXN”.
TRANSFER AGENT AND
REGISTRAR
The transfer agent
and registrar for our common shares is Odyssey Trust Company, Stock Exchange Tower 350, 300 5th Avenue SW, Calgary, Alberta Canada
T2P 3C4; 888-290-1175.
LEGAL MATTERS
Certain legal matters
in connection with the securities offered hereby will be passed upon for us by Miller Thomson LLP, Vancouver, Canada and Lewis
Brisbois Bisgaard & Smith, LLP San Francisco, California with respect to matters of United States law.
EXPERTS
The consolidated financial
statements of the Company, incorporated by reference in the Company's Annual Report (Form 20-F), as amended, for the year ended
August 31, 2020, have been audited by Dale Matheson Carr-Hilton Labonte LLP, independent registered public accounting firm, as
set forth in their report thereon. Such consolidated financial statements are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and auditing.
Information relating
to certain of the Company’s mineral properties in this prospectus and the documents incorporated by reference herein has
been derived from reports, statements or opinions prepared or certified by Virimai Projects (Virimai) and Crundwell Metallurgy
(Crundwell) and this information has been included in reliance on such company’s expertise.
ENFORCEABILITY OF
CIVIL LIABILITIES
The enforcement by
investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that we are incorporated
under the laws of the Province of Alberta, Canada, that many of our officers and directors are residents of countries other than
the United States, that some of the experts named in this prospectus are residents of countries other than the United States, and
that some of our assets and the assets of said persons are located outside the United States.
In particular, it may
be difficult to bring and enforce suits against us or said persons under U.S. federal securities laws. It may be difficult for
U.S. holders of our common shares to effect service of process on us or said persons within the United States or to enforce judgments
obtained in the United States based on the civil liability provisions of the U.S. federal securities laws against us or said persons.
In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions
against us, our officers or directors, or other said persons, predicated upon the civil liability provisions of the U.S. federal
securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us, our officers
or directors or other said persons predicated upon the U.S. federal securities laws or other laws of the United States.
32
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