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Tanzanian Gold Corporation (TSX:TNX) (NYSE American:TRX) (TanGold or the Company) announced that it has entered into a definitive agreement with a single institutional investor for the purchase and sale of 17,948,718 of the Company’s common shares at an effective purchase price of $0.39 per share, in a registered direct offering. In addition, the Company has also agreed to issue and sell to the investor warrants to purchase up to an aggregate of 17,948,718 common shares. The warrants will have an exercise price of $0.44 and will be exercisable at any time upon issuance and will expire five years thereafter. The offering is expected to close on or about January 26, 2022, subject to satisfaction of customary closing conditions.

The common shares and warrants and common shares issuable thereunder described above are being offered and sold by the Company in a registered direct offering pursuant to a “shelf” registration statement on Form F-3 (Registration No. 333- 255526), including an accompanying prospectus, previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) on May 14, 2021. The offering of the common shares and warrants and common shares issuable thereunder will be made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at

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.

A.G.P./Alliance Global Partners is acting as the exclusive placement agent for the offering. McGuireWoods LLP acted as legal counsel to A.G.P./Alliance Global Partners and Lewis Brisbois Bisgaard & Smith LLP and Miller Thomson LLP acted as legal counsel to the Company in connection with the registered direct offering.

The Company continues to execute its business plan and this increased liquidity enables the Company to accelerate its plan, including: (i) the continued buildout of the 1,000+ tpd processing plant expansion (mine plan represents ~10% of Buckreef Gold Mineral Resource) which is expected to be completed in calendar Q2/Q3 2022 and is forecast to produce 15,000 – 20,000 ounces of gold per year; (ii) exploration drilling with the goal of expanding mineral resources, discovering new mineral resources and converting mineral resources to mineral reserves, including the Buckreef Main Zone northeast extension, Buckreef West Zone and the Anfield Zone; (iii) advancing the metallurgical study for the first 5-7 years of production, one of the longest lead items on the Sulphide Development Project, which contains ~90% of the Buckreef Gold Mineral resource. A total of 19 holes (2,367 meters) have been completed for the metallurgical program and these metallurgical sample holes have been logged and are in preparation for shipment; and (iv) general corporate purposes.

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