6-K 1 trec6k112006.htm TANZANIAN ROYALTY EXPLORATION CORP. FORM 6-K CC Filed by Filing Services Canada Inc. 403-717-3898

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 6-K



Report of Foreign Issuer


Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934



For the day of:  November 17, 2006


Commission File Number 000-50634



TANZANIAN ROYALTY EXPLORATION CORPORATION

(Registrant's name)


93 Benton Hill Road

Sharon, CT  06069

 (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F    P        

Form 40-F    ___


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):__


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):__


Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes   ___

No    P           


If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):












Attached hereto as Exhibit 1 and incorporated by reference herein is the Registrant's News Release dated November 17, 2006.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Tanzanian Royalty Exploration Corporation

(Registrant)

“James E. Sinclair”

Date:   November 17, 2006

James E. Sinclair, Chief Executive Officer

 






Exhibit 1



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Corporate Office:

Form 20-F, File No. 0-50634

93 Benton Hill Road

Trade Symbol:

Sharon, CT  06069

   TSX:

     TNX

Tel:  (860) 364-1830

   AMEX:  TRE

Fax:  (860) 364-0673

Vancouver Office:

Suite 1400 – 355 Burrard Street

Vancouver, BC  V6C 2G8

Toll Free: 1-800-811-3855

Email:

    investors@TanzanianRoyaltyExploration.com

Tel: (604) 669-5598

Website:  www.TanzanianRoyaltyExploration.com

Fax: (604) 669-8915

News Release -   November 17,  2006


Tanzanian Royalty Chairman Completes Seventh Tranche

of C$3 Million Private Placement


Tanzanian Royalty Exploration Corporation confirms that the seventh tranche of the private placement (the “Placement”) by James E. Sinclair, the Company's Chairman and CEO, announced on November 2, 2006 closed on November 16, 2006.  The seventh tranche consists of 54,058 common shares of the Corporation having a purchase price of $6.937 per share for proceeds totaling $375,000.  


Inclusive of the proceeds of the seventh tranche, and the balance of the interest free advance of $375,000 to be repaid upon the completion of the remaining tranche of the Placement, Mr. Sinclair’s total share placements to date aggregate C$11.3 million.


All private placement common shares are subject to certain mandated hold periods and resale restrictions and the certificates representing such shares are legended accordingly.  No warrants, options or other rights have been issued or granted in connection with the Placement.


Respectfully Submitted,

“James E. Sinclair”

James E. Sinclair

Chairman and Chief Executive Officer


For further information, please contact Investor Relations at 1-800-811-3855

Visit our website:  www.TanzanianRoyaltyExploration.com


The Toronto Stock Exchange and American Stock Exchange have not reviewed and do not accept responsibility for the adequacy or accuracy of this release


Cautionary Note to U.S. Investors -  The United States Securities and Exchange Commission permits U.S.  mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this news release, such as “measured”, “indicated”, and “inferred” “resources” that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No. 0-50634, which may be secured from us, or from the SEC’s website at http://www.sec.gov/edgar.shtml.