Tanzanian Gold Corporation (TSX:TNX) (NYSE American:TRX) (the
"Company”) announces that under its base shelf prospectus dated
September 5, 2018, it may distribute common shares from time to
time through R. F. Lafferty & Co., Inc. (the “Agent”), as agent
or as principal, pursuant to a sales agreement currently in effect
with the Agent for the distribution of the offered shares in the
United States up to the aggregate sales amount of US$3.0 million,
in accordance with the terms of the sales agreement with the
Company. The offering is being made in the United States under the
terms of a registration statement on Form F-3 (SEC File No.
333-226949) filed and effective with the United States SEC, and a
prospectus supplement dated May 2, 2019.
Mr. James Sinclair, Executive Chairman of the
company, commented, “The Company is pleased to have this
complementary funding source in place and plans to continue
financing the Buckreef drilling program and working capital on an
as needed basis only. We have successfully demonstrated our method
on this drilling campaign, and by taking financing as and when
needed, we seek financing that will be as accretive as possible. If
required, this program will be used to help further our
approach.”
The offered common shares will be distributed at
the market prices prevailing at the time of sale. As a result,
prices may vary as between purchasers and during the period of
distribution. The period of distribution will be until the US $3.0
million sale of common shares has been achieved, unless terminated
earlier under the terms of the sales agreement.
The Company has agreed to pay the Agent a cash commission equal
to 3.0% of the gross proceeds of the Offering.
If utilized net proceeds from the offering will be used for the
Company’s drilling program at the Buckreef Project, for working
capital and for other general corporate purposes.
A prospectus has been filed with the SEC and contains important
detailed information about the common shares being offered. Copies
of the sales agreement and the prospectus are available for free by
visiting the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Respectfully Submitted,
"James E. Sinclair"
James E. SinclairExecutive Chairman
For further information, please contact Michael Martin, Investor
Relations, m.martin@tangoldcorp.com, 860-248-0999, or visit the
Company website at www.tanzanianroyalty.com
Cautionary Note Regarding
Forward-looking StatementsCertain of the
statements made herein may contain forward-looking statements or
information within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws. Often, but not always, forward-looking statements
and forward-looking information can be identified using words such
as “plans”, “expects”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, or “believes”
or the negatives thereof or variations of such words and phrases or
statements that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements or information herein include, but are
not limited to the Positive Feasibility Study on Buckreef, the
timing and the results of the proposed drilling program.
Forward-looking statements and forward-looking
information by their nature are based on assumptions and involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Company to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements or information. We have made certain
assumptions about the forward-looking statements and information
and even though our management believes that the assumptions made
and the expectations represented by such statements or information
are reasonable, there can be no assurance that the forward-looking
statement or information will prove to be accurate. Furthermore,
should one or more of the risks, uncertainties or other factors
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in
forward-looking statements or information. These risks,
uncertainties and other factors include, among others, the
following: gold price volatility; discrepancies between actual and
estimated production, mineral reserves and resources and
metallurgical recoveries; mining operational and development risk;
litigation risks; regulatory restrictions, including environmental
regulatory restrictions and liability; risks of sovereign
investment; currency fluctuations; speculative nature of gold
exploration; global economic climate; dilution; share price
volatility; competition; loss of key employees; additional funding
requirements; and defective title to mineral claims or property, as
well as those factors discussed in the sections entitled
“Forward-Looking Statements” and “Risk Factors” in the Company’s
Form 20-F Annual Report dated November 29, 2018.
There can be no assurance that forward-looking
statements or information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, you should not place
undue reliance on the forward-looking statements or information
contained herein. Except as required by law, we do not expect to
update forward-looking statements and information continually as
conditions change and you are referred to the full discussion of
the Company’s business contained in the Company’s reports filed
with the securities regulatory authorities in Canada and the
U.S.
Cautionary Note Regarding
Mineral Reserves and Mineral ResourcesThe terms
“Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral
Reserve” used in this release are Canadian mining terms as defined
in accordance with National Instrument 43-101 – Standards of
Disclosure for Mineral Projects under the guidelines set out in the
Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)
Standards on Mineral Resources and Mineral Reserves, adopted by the
CIM Council on August 20, 2000 as may be amended from time to time
by the CIM. These definitions differ from the definitions in the
United States Securities and Exchange Commission (“SEC”)
Guide 7. In the United States, a mineral reserve is defined as a
part of a mineral deposit which could be economically and legally
extracted or produced at the time the mineral reserve determination
is made.
The terms “Mineral Resource”, “Measured Mineral
Resource”, “Indicated Mineral Resource”, “Inferred Mineral
Resource” used in this release are Canadian mining terms as defined
in accordance with National Instruction 43-101 – Standards of
Disclosure for Mineral Projects under the guidelines set out in the
CIM Standards. Mineral Resources which are not Mineral Reserves do
not have demonstrated economic viability.
For a detailed discussion of Buckreef resource
and reserve estimates and related matters see the Company’s
reports, including the Form 20-F Annual Report dated November 29,
2018 and technical reports filed under the Company’s name at our
website at: www.TanzanianRoyaltyExploration.com.
Cautionary Note to US Investors
Concerning Estimates of Measured, Indicated and Inferred
ResourcesNote to U.S. Investors. While the terms
“mineral resource”, “measured mineral resource”, “indicated mineral
resource”, and “inferred mineral resource” are recognized and
required by Canadian regulations, they are not defined terms under
standards in the United States and normally are not permitted to be
used in reports and registration statements filed with the SEC. As
such, information contained in this report concerning descriptions
of mineralization and resources under Canadian standards may not be
comparable to similar information made public by U.S. companies in
SEC filings. With respect to “indicated mineral resource” and
“inferred mineral resource” there is a great amount of uncertainty
as to their existence and a great uncertainty as to their economic
and legal feasibility. It cannot be assumed that all or any part of
an “indicated mineral resource” or “inferred mineral resource” will
ever be upgraded to a higher category. Investors are cautioned not
to assume that any part or all mineral deposits in these categories
will ever be converted into reserves.
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