Tanzanian Gold Corporation (TSX:TNX)(NYSE MKT:TRX) (the "Company")
announces the voting results from its 2021 annual general and
special meeting held on February 25, 2021.
A total of 61,239,388 common shares were voted
representing 29.28% of the issued and outstanding common shares of
the Company. Shareholders voted in favour of all items of business
before the Meeting, as follows:
Item Voted Upon |
Result of Vote |
Set the number of directors at six |
Votes For |
Votes Against |
48,671,309 (97.21%) |
1,395,199 (2.79%) |
Appoint James E. Sinclair as director |
Votes For |
Votes Withheld |
48,827,174 (97.53%) |
1,239,334 (2.47%) |
Appoint Norman Betts as director |
Votes For |
Votes Withheld |
50,042,466 (99.95%) |
24,042 (0.05%) |
Appoint William Harvey as director |
Votes For |
Votes Withheld |
49,959,718 (99.79%) |
106,970 (0.21%) |
Appoint Rosalind Morrow as director |
Votes For |
Votes Withheld |
50,053,073 (99.97%) |
13,435 (0.03%) |
Appoint Andrew Cheatle as director |
Votes For |
Votes Withheld |
48,788,524 (97.45%) |
1,277,984 (2.55%) |
Appoint Stephen Mullowney as director |
Votes For |
Votes Withheld |
48,778,524 (97.43%) |
1,287,984 (2.57%) |
Appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered
Professional Accountants, as auditors and authorize the directors
to fix the remuneration of the auditors. |
Votes For |
Votes Withheld |
60,889,068 (99.80%) |
121,306 (0.20%) |
Approval of Shareholder Rights Plan |
Votes For |
Votes Against |
48,781,324 (97.43%) |
1,285,184 (2.57%) |
Adoption of Shareholder Rights
Plan
The Shareholder Rights Plan (the
“Plan”) will ensure the fair and equal treatment
of shareholders in connection with any takeover bid for common
shares of the Company (the “Common Shares”). The
Plan is similar to rights plans adopted by other companies and has
not been adopted in response to any pending or threatened takeover
bid for the Company nor is the Company aware of any such effort.
The primary objective of the Plan is to provide shareholders with
adequate time to properly assess a takeover bid without undue
pressure. It will also provide the Company’s board of directors
(the “Board”) with more time to fully consider an
unsolicited takeover bid and, if considered appropriate, to
identify, develop and negotiate other alternative to maximize
shareholder value.
The rights issued under the Plan will become
exercisable only when a person (an “Acquiring
Person”), including any party related to it, acquires or
announces its intention to acquire beneficial ownership of Common
Shares, which when aggregated with its current holdings total 20%
or more of the outstanding Common Shares without complying with the
"Permitted Bid" provisions of the Plan or without approval of the
Board. In the event a takeover bid does not meet the Permitted Bid
requirements of the Plan, the rights will entitle shareholders,
other than the Acquiring Person, to purchase additional Common
Shares at a substantial discount to the market price of the Common
Shares at that time.
Under the Plan, those bids that meet certain
requirements intended to protect the interests of all shareholders
are deemed to be "Permitted Bids”. Permitted Bids must be made by
way of a takeover bid circular prepared in compliance with
applicable securities laws and, among other conditions, must remain
open for at least 105 days.
The Plan must be reconfirmed at the Company’s
annual meeting of shareholders to be held in 2024 and every third
annual meeting thereafter or it will expire. The Plan may also be
terminated at an earlier time in accordance with the terms of the
Plan.
About Tanzanian Gold Corporation
Tanzanian Gold Corporation along with its joint
venture partner, STAMICO is building a significant gold project at
Buckreef in Tanzania that is based on an expanded Mineral Resource
base and the treatment of its mineable Mineral Reserves in two
standalone plants. Measured Mineral Resource now stands at 19.98MT
at 1.99g/t gold containing 1,281,161 ounces of gold and Indicated
Mineral Resource now stand at 15.89MT at 1.48g/t gold containing
755,119 ounces of gold for a combined 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.
Tanzanian Gold Corporation is advancing on three
value-creation tracks:
- 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.
- 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.
- 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 Extension.
For further information, please contact Michael Martin, Investor
Relations, m.martin@tangoldcorp.com, 860-248-0999, or visit the
Company website at www.tangoldcorp.com
The Toronto Stock Exchange and NYSE American
have not reviewed and do not accept responsibility for the adequacy
or accuracy of this release.
U.S. Investors are urged to consider closely the
disclosure in our SEC filings. You can review and obtain copies of
these filings from the SEC's website at
http://www.sec.gov/edgar.shtml
Forward-Looking StatementsThis
press release contains certain forward-looking statements as
defined in the applicable securities laws. All statements, other
than statements of historical facts, are forward-looking
statements. Forward-looking statements are frequently, but not
always, identified by words such as “expects”, “anticipates”,
“believes”, “hopes”, “intends”, “estimated”, “potential”,
“possible” and similar expressions, or statements that events,
conditions or results “will”, “may”, “could” or “should” occur or
be achieved. Forward-looking statements relate to future events or
future performance and reflect Tanzanian Gold management’s
expectations or beliefs regarding future events and include, but
are not limited to, statements with respect to the estimation of
mineral reserves and resources, recoveries, subsequent project
testing, success and viability of mining operations, the timing and
amount of estimated future production, and capital expenditure.
Although TanGold believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance. The actual achievements of TanGold or other
future events or conditions may differ materially from those
reflected in the forward-looking statements due to a variety of
risks, uncertainties and other factors. These risks,
uncertainties and factors include general business, legal,
economic, competitive, political, regulatory and social
uncertainties; actual results of exploration activities and
economic evaluations; fluctuations in currency exchange rates;
changes in costs; future prices of gold and other minerals; mining
method, production profile and mine plan; delays in exploration,
development and construction activities; changes in government
legislation and regulation; the ability to obtain financing on
acceptable terms and in a timely manner or at all; contests over
title to properties; employee relations and shortages of skilled
personnel and contractors; the speculative nature of, and the risks
involved in, the exploration, development and mining business.
These risks are set forth under Item 3.D in Tanzanian Gold’s Form
20-F for the year ended August 31, 2020, as amended, as filed with
the SEC.
The information contained in this press release
is as of the date of the press release and TanGold assumes not duty
to update such information.
Note to U.S. Investors
US investors are advised that the mineral
resource and mineral reserve estimated disclosed in this press
release have been calculated pursuant to Canadian standards which
use terminology consistent with the requirements CRIRSCO reporting
standards. For its fiscal year ending August 31, 2021, and
thereafter, the Company will follow new SEC regulations which uses
a CRIRSCO based templet for mineral resources and mineral reserves,
that includes definitions for inferred, indicated, and measured
mineral resources.
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