UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2019
Commission File Number: 001-32500
Tanzanian Royalty Exploration Corporation
(Translation of registrant's name into English)
82 Richmond Street East, Suite 200, Toronto, Ontario M5C 1P1 Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] 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):
Documents included as part of this Report:
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 22, 2019 |
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) | ||
| Date: March 22, 2019 | /s/ James E. Sinclair | |
| James Sinclair | ||
| President and Director | ||
EXHIBIT 99.1
Tanzanian Royalty Reports Annual Meeting Voting Results
TORONTO, March 22, 2019 (GLOBE NEWSWIRE) -- Tanzanian Royalty Exploration Corporation (TSX:TNX)(NYSE MKT:TRX) (the "Company") announces the voting results from its 2019 annual and special meeting held on March 21, 2019.
A total of 30,619,682 common shares were voted representing 22.94% 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 | |
| Ordinary resolution to set the number of directors for the ensuing year at five. | On a show of hands, shareholders approved the resolution. Proxies: | |
| Votes For | Votes Against | |
| 30,398,048 (99.77%) | 69,199 (0.23%) | |
| Ordinary resolution to elect the following nominees as Directors: | On a show of hands, shareholders approved the resolution. Proxies: | |
| James E. Sinclair | Votes For | Votes Withheld |
| 29,937,700 (98.26%) | 529,547 (1.74%) | |
| Norman Betts | Votes For | Votes Withheld |
| 26,977,073 (88.56%) | 3,486,074 (11.44%) | |
| William Harvey | Votes For | Votes Withheld |
| 29,792,688 (97.79%) | 674,559 (2.21%) | |
| Rosalind Morrow | Votes For | Votes Withheld |
| 27,276,784 (89.53%) | 3,190,463 (10.47%) | |
| Ulrich E. Rath | Votes For | Votes Withheld |
| 30,290,699 (99.42%) | 176,548 (0.58%) | |
| Ordinary resolution to approve the appointment of Dale Matheson Carr-Hilton Labonte LLE, Chartered Accountants, as auditors and authorize the directors to fix the remuneration of the auditors. | On a show of hands, shareholders approved the resolution. Proxies: | |
| Votes For | Votes Withheld | |
| 30,381,700 (99.72%) | 85,547 (0.28%) | |
| Special resolution of the Corporation’s shareholders to amend the Corporation’s Articles to change the name of the Corporation to “Tanzanian 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; | On a show of hands, shareholders approved the resolution. | |
| Proxies: | ||
| Votes For | Votes Against | |
| 30,052,704 (98.64%) | 414,543 (1.36%) | |
For more information and updates, please see the Company website at:
www.tanzanianroyalty.com
Respectfully Submitted,
"James E. Sinclair"
James E. Sinclair
Executive Chairman
Tanzanian Royalty Exploration Corporation
For further information, please contact Investor Relations:
m.martin@tanzanianroyalty.com
860-248-0999
Cautionary Note Regarding Forward-looking Statements
Certain of the statements made herein may contain forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Often, but not always, forward- looking statements and forward-looking information can be identified using words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, ,occur or be achieved. Forward-looking statements or information herein include, but are not limited to the Positive Feasibility Study on Buckreef, the timing and the results of the proposed drilling program.
Forward-looking statements and forward-looking information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. We have made certain assumptions about the forward-looking statements and information and even though our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statement or information will prove to be accurate. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. These risks, uncertainties and other factors include, among others, the following: gold price volatility; discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries; mining operational and development risk; litigation risks; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; currency fluctuations; speculative nature of gold exploration; global economic climate; dilution; share price volatility; competition; loss of key employees; additional funding requirements; and defective title to mineral claims or property, as well as those factors discussed in the sections entitled "Forward-Looking Statements" and "Risk Factors" in the Company's Form 20-F Annual Report dated November 29, 2018.
There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on the forward-looking statements or information contained herein. Except as required by law, we do not expect to update forward- looking statements and information continually as conditions change and you are referred to the full discussion of the Company's business contained in the Company's reports filed with the security’s regulatory authorities in Canada and the U.S.
Cautionary Note Regarding Mineral Reserves and Mineral Resources
The terms "Mineral Reserve", "Proven Mineral Reserve" and "Probable Mineral Reserve" used in this release are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council on August 20, 2000 as may be amended from time to time by the CIM. These definitions differ from the definitions in the United States Securities Exchange Commission ("SEC") Guide 7. In the United States, a mineral reserve is defined as a part of a mineral deposit which could be economically and legally extracted or produced at the time the mineral reserve determination is made.
The terms "Mineral Resource", "Measured Mineral Resource", "Indicated Mineral Resource", "Inferred Mineral Resource" used in this release are Canadian mining terms as defined in accordance with National Instruction 43-101 – Standards of Disclosure for Mineral Projects under the guidelines set out in the CIM Standards. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
For a detailed discussion of Buckreef resource and reserve estimates and related matters see the Company's reports, including the Form 20-F Annual Report dated November 29, 2018 and technical reports filed under the Company's name at our website at: www.tanzanianroyalty.com.
Cautionary Note to US Investors Concerning Estimates of Measured, Indicated and Inferred Resources
Note to U.S. Investors. While the terms "mineral resource", "measured mineral resource," "indicated mineral resource", and "inferred mineral resource" are recognized and required by Canadian regulations, they are not defined terms under standards in the United States and normally are not permitted to be used in reports and registration statements filed with the SEC. As such, information contained in this report concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by U.S companies in SEC filings. With respect to "indicated mineral resource" and "inferred mineral resource" there is a great amount of uncertainty as to their existence and a great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an "indicated mineral resource" or "inferred mineral resource" will ever be upgraded to a higher category. Investors are cautioned not to assume that any part or all mineral deposits in these categories will ever be converted into reserves.