Tanzanian Gold Corporation (TSX:TNX) (NYSE American:TRX) (TanGold,
TRX or the Company), today announced that it has successfully
closed the previously announced registered direct offering of
32,923,078 shares of its common stock at a purchase price of
US$0.65 per share. The Company also issued to the investors
warrants to purchase up to an aggregate of 16,461,539 shares of
common stock in a concurrent private placement. The common stock
warrants will be exercisable six months after the date of issuance,
have an exercise price of US$0.80 per share and will expire five
years from the date of issuance.
A.G.P./Alliance Global Partners acted as sole
placement agent for the offering.
Net proceeds from the offering were
approximately USD$19.8 million and the Company intends to use the
net proceeds from the offering for continued development of the
Buckreef Gold Project, including capital expenditures, continued
exploration, general corporate purposes and working
capital. The offering of common stock was made pursuant
to effective shelf registration statements on Form F-3 (File No.
333-250146 and 333-252876) previously filed with the U.S.
Securities and Exchange Commission (the “SEC”) and declared
effective on November 25, 2020, and February 9, 2021, respectively.
A prospectus supplement describing the terms of the offering was
filed with the SEC and is available on the SEC’s website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
may be obtained from A.G.P./Alliance Global Partners, 590 Madison
Avenue, 28th Floor, New York, NY 10022, or by telephone at (212)
624-2060, or by email at prospectus@allianceg.com.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act"), and Regulation D promulgated
thereunder and, along with the common stock underlying the
warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the warrants and the underlying
common stock may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such
applicable state securities laws. The Company has undertaken to
file a registration statement as soon as practicable.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Tanzania 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 and Indicated Mineral Resources now
stand at 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 635,540oz. The Company is actively investigating and
assessing multiple exploration targets on its property.
Tanzanian Gold Corporation is advancing on three
value-creation tracks:
- Strengthening
its balance sheet from expanding near-term production to 15,000 -
20,000 oz. of gold per year from the processing oxides upon
approval of 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
Mineral Resource base by: (i) drilling at deeper levels; (ii)
drilling new oxide targets; (iii) infill drilling to upgrade
Mineral Resources currently in the Inferred category; and (iv) a
step-out drilling program in the Northeast Extension.
Andrew M. Cheatle, P.Geo. is the Company’s
Qualified Person as defined by the NI 43-101 who has reviewed and
assumes responsibility for the technical content of this press
release.
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
Tanzanian Gold Corporation (“TanGold” or the
“Company”), has taken all reasonable care in producing and
publishing information contained in this press release. Tanzanian
Gold does not warrant or make any representations regarding the
use, validity, accuracy, completeness or reliability of any claims,
statements or information in this press release. The information is
not a substitute for independent professional advice before making
any investment decisions. Furthermore, you may not modify or
reproduce in any form, electronic or otherwise any information in
this press release. Andrew M. Cheatle, P.Geo. is the Qualified
Person as defined by the NI 43-101 who has reviewed and assumes
responsibility for the technical content of this press release. The
disclosure contained in this press release of a scientific or
technical nature relating to the Company’s Buckreef Project has
been summarized or extracted from the technical report entitled The
“National Instrument 43-101 Independent Technical Report, Updated
Mineral Resource Estimate for the Buckreef Gold Mine Project,
Tanzania, East Africa For TanGold” with an effective date of May
15, 2020 (the “Effective Date”), and with an amendment date of June
8, 2020. The Technical Report was prepared by or under the
supervision Mr. Wenceslaus Kutekwatekwa (Mining Engineer, Mining
and Project Management Consultant) BSc Hons (Mining Eng.), MBA,
FSAIMM, of Virimai Projects., and,Dr Frank Crundwell, MBA, PhD, a
Consulting Engineer, each of whom is an independent Qualified
Person as such term is defined in NI 43-101. The information
contained herein is subject to all of the assumptions,
qualifications and procedures set out in the Technical Report and
reference should be made to the full details of the Technical
Report which has been filed with the applicable regulatory
authorities and is available on the Company’s profile at
www.sedar.com.
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 TanGold 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, success 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 and other documents we file
with the SEC.
The information contained in this press release
is as of the date of the press release and TanGold assumes no duty
to update such information.
Note to U.S. Investors
US investors are advised that the Mineral
Resource estimates disclosed in this press release have been
calculated pursuant to Canadian standards which use terminology
consistent with the requirements of 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
template for mineral resources and mineral reserves, that includes
definitions for inferred, indicated, and measured mineral
resources.
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