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Tanzanian Gold Reports 2022 Annual Meeting Voting Results

Shareholder Meetings

Tanzanian Gold Reports 2022 Annual Meeting Voting Results

FOR IMMEDIATE RELEASE – February 28, 2022

TORONTO, February 28, 2022 (GLOBENEWSWIRE) - Tanzanian Gold Corporation (TSX:TNX)(NYSE

MKT:TRX) (the "Company") announces the voting results from its 2022 annual general and special

meeting held on February 25, 2022.

A total of 102,168,042 common shares were voted representing 40.04% of the issued and outstanding

common shares of the Company. Shareholders voted in favour of all items of business before the

Meeting, as follows:

Item Voted Upon Result of Vote

Set the number of directors at seven

Votes For Votes Against

66,224,814 (96.11%) 2,679,256 (3.89%)

Appoint Stephen Mullowney as director

Votes For Votes Withheld

62,574,166 (94.70%) 3,503,659 (5.30%)

Appoint James E. Sinclair as director

Votes For Votes Withheld

62,684,253 (94.86%) 3,393,572 (5.14%)

Appoint Norman Betts as director

Votes For Votes Withheld

62,650,463 (94.81%) 3,427,362 (5.19%)

Appoint William Harvey as director

Votes For Votes Withheld

63,131,676 (95.54%) 2,946,149 (4.46%)

Appoint Andrew Cheatle as director

Votes For Votes Withheld

63,295,326 (95.79%) 2,782,499 (4.21%)

Appoint Shubo Rakhit as director Votes For Votes Withheld

62,453,568 (94.52%) 3,624,257 (5.49%)

Appoint Richard J. Steinberg as director Votes For Votes Withheld

62,633,977 (94.79%) 3,443,848 (5.21%)

Appointment of Dale Matheson Carr-Hilton Labonte LLP,

Chartered Professional Accountants, as auditors and

authorize the directors to fix the remuneration of the auditors.

Votes For Votes Withheld

101,278,872 (99.13%) 888,920 (0.87%)

To amend the Corporation’s Articles to change the name of

the Corporation to “TRX Gold Corporation”

Votes For Votes Against

100,075,648 (97.95%) 2,092,394 (2.05%)

Approval of Omnibus Equity Compensation Plan

Votes For Votes Against

56,556,339 (85.59%) 9,521,736 (14.41%)

Change in Directors

Rosalind Morrow did not stand for re-election as a director and ceased to be a director effective

February 25, 2022. Ms. Morrow has been a key member of the Board since 2003 and has helped

guide the Company through the years. The Board wishes to thank Ms. Morrow for her long-standing

service to the Company and wishes her well in the future.

As a newly appointed member to the Board of Directors, the Company is pleased to announce the

appointment of Richard J. Steinberg to the Board. Mr. Steinberg is a Partner, Fasken Martineau

DuMoulin LLP, an international business law firm, where Mr. Steinberg’s practice is focused on

mergers and acquisitions and corporate finance. He advises targets, buyers and investors in both

solicited and unsolicited transactions, with a particular expertise in cross -border transactions. Mr.

Steinberg’s corporate finance practice is focused on structured and cross -border financings, with

extensive experience acting for both underwriters and issuers. He is the former Chair of Fasken’s

Securities and Mergers & Acquisitions Group.

Change of Name

Shareholders approved a special resolution to amend the Articles of the Corporation to change the

name of the Corporation to “TRX Gold Corporation” or to such name as the Board of Directors, in their

sole discretion may resolve, the Registrar of Corporations appointed under the Business Corporations

Act (Alberta) may permit and applicable stock exchanges may approve.

Adoption of Shareholder Rights Plan

Shareholders approved the renewal of the omnibus equity incentive plan dated June 26, 2019 (the

“Omnibus Plan”), which Omnibus Plan was previously approved by Shareholders at a meeting held

on August 16, 2019. The Omnibus Plan is an “evergreen” equity based compensation plan pursuant

to the rules of the TSX and therefore Shareholder approval is required every three years in respect of

the Omnibus Plan since the plan involves the issuance from treasury or potential issuance from

treasury of securities of the Corporation.

The Omnibus Plan is an efficient and effective plan to provide the Corporation with a share-related

mechanism to: (a) advance the interests of the Corporation by enhancing the ability of the Corporation

and its subsidiaries to attract, motivate and retain empl oyees, officers, directors, and consultants, (b)

reward such persons for their sustained contributions and (c) encourage such persons to take into

account the long-term corporate performance of the Corporation.

The Omnibus Plan must be reconfirmed at the Company’s annual meeting of shareholders to be held

in 2025 and every third annual meeting thereafter or it will expire. The Omnibus Plan may also be

terminated at an earlier time in accordance with the terms of the Omnibus Plan.

About Tanzanian Gold Corporation

TanGold along with its joint venture partner, STAMICO is advancing a significant gold project at

Buckreef in Tanzania. Buckreef is anchored by an expanded Mineral Resource published in May 2020.

Measured Mineral Resource is 19.98 million tonnes (“MT”) at 1.99 grams per tonne (“g/t”) gold (“Au”)

containing 1,281,161 ounces (“oz”) of gold and Indicated Mineral Resource is 15.89 MT at 1.48 g/t

gold containing 755,119 ounces of gold for a combined tonnage of 35.88 MT at 1.77 g/t gold containing

2,036,280 oz of gold. The Buckreef Gold Project also contains an Inferred Mineral Resource of 17.8

MT at 1.11g/t gold for contained gold of 635,540 oz of gold. The Company is actively investigating and

assessing multiple exploration targets on its property. Please refer to the Company’s Updated Mineral

Resources Estimate for Buckreef Gold Project, dated May 15, 2020 and filed under the Company’s

profile on SEDAR on June 23, 2020 and with the SEC on June 23, 2020, as amended (the “Technical

Report”), for more information. Buckreef is being advanced in a value accretive sustainable manner

through:

Expanding Production Profile: A 360 tonne per day (“ tpd”) processing plant is being expanded to

1,000+ tpd, enabling a near term production profile of 15,000 - 20,000 oz of gold per year. Positive

operating cash flow will be utilized for value enhancing activities, including exploration and Sulphide

Project Development.

Exploration: Continuing with a drilling program with the goal of expanding resources, discovering new

resources and converting resources to reserves, by: (i) step- out drilling in the northeast extension of

Buckreef Main; (ii) infill drilling to upgrade Mineral Resources currently in the Inferred category in

Buckreef Main; (iii) infill drilling program of Buckreef West; (iv) develop exploration program for the

newly discovered Anfield Zone; (v) upgrade historical mineral resources at Bingwa and Tembo; and

(vi) identification of new prospects at Buckreef Gold Project, and in the East African region.

Sulphide Development Project: Unlocking the value of the Sulphide Project in which the ‘sulphide

ore’ encompasses approximately 90% of the Resources. It is the goal of the Company to substantially

exceed all metrics as outlined in the Technical Report, including annual production and strip ratio.

For further information, please contact Michael Leonard, CFO [email protected], 416-

315-0662, or visit the Company website at www.tangoldcorp.com

The Toronto Stock Exchange an d NYSE American have not reviewed and do not accep t

responsibility for the adequacy or accuracy of this release.