Tanzanian Gold Corporation (TSX:TNX) (NYSE American:TRX) (TanGold, TRX or the Company), yesterday announced that it has entered into a definitive agreement with several institutional investors for the purchase and sale of 32,923,078 shares of its common stock at a  purchase price of US$0.65 per share in a registered direct offering. The Company has also agreed to issue to the investors warrants to purchase up to an aggregate of 16,461,539 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. The closing of the offering is expected to occur on or about February 11, 2021, subject to the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

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 corporate purposes and working capital.

This offering of common stock is being made pursuant to effective shelf registration statements on Form F-3 (File No. 333-250146) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on November 25, 2020, and Form F-3MEF filed thereafter. A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, 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 prospectus@allianceg.com.

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