Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Crede CG III, Ltd.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
¨
|
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(b)
¨
|
3.
|
SEC Use Only
|
|
|
|
|
4.
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Citizenship or Place of Organization
|
|
|
|
Bermuda
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.99% (See Item 4)*
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
OO
|
* As more fully described in Item 4, the Convertible Note, the
Series A Warrant and the Series B Warrant are each subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect
to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of common shares of the issuer that would be issuable upon full conversion of the Convertible Note and full exercise of the Series
A Warrants and the Series B Warrants and do not give effect to such blockers. Therefore, the actual number of common shares of
the issuer beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Crede Capital Group, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
¨
|
|
(b)
¨
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Delaware
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.99% (See Item 4)*
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
HC
|
* As more fully described in Item 4, the Convertible Note, the
Series A Warrant and the Series B Warrant are each subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect
to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of common shares of the issuer that would be issuable upon full conversion of the Convertible Note and full exercise of the Series
A Warrants and the Series B Warrants and do not give effect to such blockers. Therefore, the actual number of common shares of
the issuer beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Acuitas Group Holdings, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
¨
|
|
(b)
¨
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
California
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.99% (See Item 4)*
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
HC
|
* As more fully described in Item 4, the Convertible Note, the
Series A Warrant and the Series B Warrant are each subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect
to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of common shares of the issuer that would be issuable upon full conversion of the Convertible Note and full exercise of the Series
A Warrants and the Series B Warrants and do not give effect to such blockers. Therefore, the actual number of common shares of
the issuer beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Terren S. Peizer
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
¨
|
|
(b)
¨
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
United States of America
|
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,840,400 common shares
5,357,143 common shares issuable upon conversion of the Convertible
Note (See Item 4)*
1,840,400 common shares issuable upon exercise of the Series
A Warrants (See Item 4)*
4,017,857 common shares issuable upon exercise of the Series
B Warrants (See Item 4)*
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.99% (See Item 4)*
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN
|
* As more fully described in Item 4, the Convertible Note, the
Series A Warrant and the Series B Warrant are each subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect
to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number
of common shares of the issuer that would be issuable upon full conversion of the Convertible Note and full exercise of the Series
A Warrants and the Series B Warrants and do not give effect to such blockers. Therefore, the actual number of common shares of
the issuer beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
|
Item 1(a).
|
Name of Issuer:
|
Tanzanian
Royalty Exploration Corporation (the “Issuer”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
82
Richmond Street East
Toronto,
Ontario
M5C
1P1
|
Item 2(a).
|
Name of Person Filing:
|
|
Item 2(b).
|
Address of Principal Business Offices or, if none, Residence:
|
This Schedule 13G is
being filed on behalf of (i) Crede CG III, Ltd., a Bermuda exempted company (“Crede CG III”), (ii) Crede Capital Group,
LLC, a Delaware limited liability company (“Crede Capital”), (iii) Acuitas Group Holdings, LLC, a California limited
liability company (“Acuitas”), and (iv) Terren S. Peizer, an individual who is a citizen of the United States of America
(“Mr. Peizer,” together with Crede CG III, Crede Capital and Acuitas, the “Reporting Persons”).
The sole stockholder of Crede CG III is
Crede Capital. Acuitas holds all of the membership interests of Crede Capital and Mr. Peizer holds all of the membership interests
of Acuitas. Voting and dispositive power with respect to the shares held by Crede CG III is exercised by Mr. Peizer, the sole and
Managing Member of Acuitas, Crede Capital and Managing Director of Crede CG III, who acts as investment advisor to these entities.
Mr. Peizer, Acuitas and Crede Capital disclaim beneficial ownership with respect to the shares held by Crede CG III.
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended.
The principal business office of the Crede
CG III is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The principal business office of each of Crede Capital, Acuitas
and Mr. Peizer is 11601 Wilshire Blvd, Suite 1100, Los Angeles, CA 90025.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Shares
87600U104
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
(a),
(b), and (c):
The
information required by Items 4(a) – (c), as of immediately following the closing of the second tranche of financing on
September 26, 2016, pursuant to the Securities Purchase Agreement between Crede CG III and the Issuer dated September 1, 2016
(the “Purchase Agreement”), is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and
is incorporated herein by reference. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on
109,079,364 shares of common shares issued and outstanding as of September 12, 2016, and assumes the conversion of the convertible
note (the “Convertible Note”) and the exercise of the Series A warrants (the “Series A Warrants”) and
the Series B warrants (the “Series B Warrants”), subject to the Blockers (as defined below). The Convertible Note,
the Series A Warrants and the Series B Warrants were issued pursuant to the Purchase Agreement.
Pursuant
to the terms of the Convertible Note, the Series A Warrants and the Series B Warrants, each Reporting Person cannot convert the
Convertible Note or exercise the Series A Warrants or the Series B Warrants to the extent the Reporting Persons would beneficially
own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the “Blockers”), and the
percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of September
26, 2016, each Reporting Person was not able to convert the Convertible Note in full or exercise all of the Series A Warrants
and the Series B Warrants due to the Blockers.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not
applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
Not
applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
|
Not
applicable
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not
applicable
|
Item 9.
|
Notice of Dissolution of Group.
|
Not
applicable
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 23, 2018
|
CREDE CG III, LTD
|
|
|
|
|
|
|
|
By:
|
/s/ Terren S. Peizer
|
|
|
Terren S. Peizer, Managing Director
|
|
|
|
|
|
|
|
CREDE CAPITAL GROUP, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Terren S. Peizer
|
|
|
Terren S. Peizer, Managing Member
|
|
|
|
|
|
|
|
ACUITAS GROUP HOLDINGS, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Terren S. Peizer
|
|
|
Terren S. Peizer, Managing Member
|
|
|
|
|
|
|
|
/s/ Terren S. Peizer
|
|
Terren S. Peizer
|