Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

February 4, 2016
Date of Report (Date of earliest event reported)

HANDENI GOLD INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation)

000-50907
(Commission
File Number)

98-0430222
(IRS Employer
Identification No.)

P.O. Box 33507,
Plot 82A, ITV Road, Mikocheni Light Industrial Area
Dar es Salaam, the United Republic of Tanzania
(Address of principal executive offices)

N/A
(Zip Code)

+255-222-70-00-84
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

__________

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SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective February 1, 2016, the board of directors of Handeni Gold Inc. (the "Corporation") amended Section 9.05 of the Corporation's bylaws to allow for the issuance of common shares in the capital stock of the Corporation in book entry form (the "By-Law Amendment").

A copy of the By-Law Amendment is attached hereto as Exhibit 3.1. A copy of the Corporation's news release, dated February 4, 2016, announcing the By-Law Amendment is also attached hereto as Exhibit 99.1

SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

	Exhibit	Description
	3.1	By-Law Amendment
	99.1	News Release dated February 4, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HANDENI GOLD INC.
DATE: February 4, 2016	By: /s/ Reyno Scheepers Name: Reyno Scheepers Position: Chief Executive Officer

__________

EXHIBIT 3.1

AMENDMENT TO THE BYLAWS OF HANDENI GOLD INC.

Effective February 1, 2016, Handeni Gold Inc. amended its bylaws (the "By-Laws") by deleting in its entirety Section 9.05 of the By-Laws, which formerly provided as follows:

"Section 9.05 - Certificates of Stock

A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by original or facsimile signature of two officers of the Corporation, and the seal of the Corporation may be affixed thereto. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk or another director or officer."

and replacing the foregoing with the following:

"Section 9.05 - Certificates of Stock

The shares of the capital stock of the Corporation shall be represented by certificates or, where allowed for or required by applicable law, shall be electronically issued without a certificate. Every registered holder of one or more shares of the Corporation is entitled, at the option of the holder, to a share certificate, or non-transferable written certificate of acknowledgement of the right to obtain a share certificate, stating the number and the class of shares held as shown on the securities register.

Certificates representing shares of the Corporation shall be signed by original or facsimile signature of two officers of the Corporation, and the seal of the Corporation may be affixed thereto. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk or another director or officer."

The undersigned, on behalf of Handeni Gold Inc., acknowledges that the foregoing amendment to the By-Laws is the amendment as made by the board of directors of Handeni Gold Inc., as effective on February 1, 2016.

	HANDENI GOLD INC.
	By: /s/ Reyno Scheepers Name: Reyno Scheepers Position: Chief Executive Officer

Suite 200, 5700 Yonge Street, Toronto, ON Canada M2M 4K2

Handeni Gold Inc. Announces Amendment to its Bylaws

Toronto, Ontario, February 4, 2016 -- Handeni Gold Inc. (the "Company" or "Handeni Gold") (OTCPink: HNDI) announces that, effective February 1, 2016, the Board of Directors of the Company amended the bylaws of the Company (the "By-Laws") to allow for the issuance of common shares in the capital stock of the Company in book entry form. Specifically, the By-Laws were amended by deleting in its entirety Section 9.05 of the By-Laws, which formerly provided as follows:

"Section 9.05 - Certificates of Stock

and replacing the foregoing with the following:

"Section 9.05 - Certificates of Stock

About Handeni Gold Inc.

The Company is an emerging mineral exploration company focused on exploring and developing mining opportunities in Tanzania. For more information, go to www.handenigoldltd.com.

Safe Harbour Statements

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company nor there any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Except for the statements of historical fact contained herein, the information presented in this news release may constitute "forward-looking statements" as such term is used in applicable United States and Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans, "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements". Although the Company has attempted to identify important factors and risks that could cause actual actions, events or results to differ materially from those described in forward-looking statements including, the risks and uncertainties outlined in our most recent financial statements and reports and registration statement filed with the United States Securities and Exchange Commission (the "SEC") (available at www.sec.gov) and with Canadian securities administrators (available at www.sedar.com), there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release.

Dar es Salaam Office; P.O. Box 33507, Plot 82A ITV Road, Mikocheni Light Industrial Area,
Dar es Salaam, Republic of Tanzania. .Tel: +255 22 270 0084; Fax: +255 22 270 0052

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