Tanzanian GOLD Corporation Announces Closing of US$21.4 Million Registered Direct Offering
TANZANIAN GOLD CORPORATION ANNOUNCES CLOSING OF US$21.4 MILLION
REGISTERED DIRECT OFFERING
TORONTO, February 11, 2021 (GLOBE NEWSWIRE) - 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 corpora te purposes and working
capital.
The offering of common stock was made pursuant to effective shelf registration statement s 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 copi es
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 [email protected].
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.
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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:
1. 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.
2. Advancing the Final Feasibility Study for a stand- alone sulphide treating plant that is
substantially larger than previously modelled and targeting signi ficant annual gold
production.
3. 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,
[email protected], 860- 248-0999, or visit the Company website at
www.tangoldcorp.com
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The Toronto Stock Exchange an d NYSE American have not reviewed and do not acce pt
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 tec hnical 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 Statements
This press releas e 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, succ ess 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 g uarantees 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 M ineral 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 templ ate for mineral resources and mineral reserves, that includes definitions for
inferred, indicated, and measured mineral resources.