20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________

FORM 20-F

_________________________

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File Number 001-32500

TANZANIAN GOLD CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Alberta, Canada

(Jurisdiction of Incorporation or Organization)

150 King Street West, Suite 200

Toronto, Ontario

Canada M5H 1J9

(Address of Principal Executive Offices)

Stephen Mullowney

Chief Executive Officer

Tanzanian Gold Corporation

150 King Street West, Suite 200

Toronto, Ontario

Canada M5H 1J9

Telephone: 844-364-1830

Fax: 860.799.0350

Email: TNXCorporate@tangoldcorp.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Common Shares, without Par Value	Trading Symbol - TRX	NYSE American, LLC
(Title of Class)		Name of Each Exchange on Which Registered

Securities registered or to be registered pursuant to Section 12(g) of the Act: NONE

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 254,870,556 (as of August 31, 2021).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes      ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.     ☐ Yes      ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes     ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 2.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or emerging growth company. See definition of “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐      Accelerated filer ☒      Non-accelerated filer ☐      Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.      ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.      ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Company has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes      ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐Yes     ☐ No

ii

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements	iii
Glossary of Technical Terms	iv
PART I
Item 1. Identity of Directors, Senior Management and Advisors	1
Item 2. Offer Statistics and Expected Timetable	1
Item 3. Key Information	1
A.   Selected Financial Data	1
B.   Capitalization and Indebtedness	2
C.   Reasons for the Offer and Use of Proceeds	2
D.   Risk Factors	2
Item 4. Information on the Company	12
A.   History and Development of the Company	12
B.   Business Overview	18
Plan of Operations	19
C.   Organizational Structure	35
D.   Mineral Properties Expenditures	35
Item 4A. Unresolved Staff Comments	35
Item 5. Operating and Financial Review and Prospects	35
A.   Operating Results	35
B.   Liquidity and capital resources	38
C.   Research and Development, Patents and License, etc.	38
D.   Trend Information	38
E.   Critical Accounting Estimates	38
Item 6. Directors, Senior Management and Employees	39
A.   Directors and Senior Management	39
B.   Executive Compensation	43
C.   Board Practices	52
D.   Employees	57
E.    Share Ownership	57
Item 7. Major Shareholders and Related Party Transactions	58
A.   Major Shareholders	58
B.   Related Party Transactions	58
C.   Interests of Experts and Counsel	59
Item 8. Financial Statements	59
A.   Consolidated Statements and Other Financial Information	59
B.   Significant Changes	59
Item 9. The Offering and Listing	59
A.   Offering and Listing Details	59
B.   Plan of Distribution	59
C.   Markets	60
D.   Selling Shareholders	60
E.   Dilution	60
F.   Expenses of the Issue	60
Item 10. Additional Information	60
A.   Share Capital	60
B.   Articles of Association and Bylaws	61
C.   Material Contracts	62
D.   Exchange Controls	63
E.   Taxation	64
F.   Dividends and Paying Agents	72
G.   Statement by Experts	72
H.   Documents on Display	72
I.   Subsidiary Information	72
Item 11. Quantitative and Qualitative Disclosures About Market Risk	72
Item 12. Description of Securities Other than Equity Securities	73

i

Part II
Item 13. Defaults, Dividend Arrears and Delinquencies	73
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	73
Item 15. Controls and Procedures	73
Item 16 A. Audit Committee Financial Expert	75
Item 16 B. Code of Ethics	75
Item 16 C. Principal Accountant Fees and Services	75
Item 16 D. Exemptions from the Listing Standards for Audit Committees	75
Item 16 E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	75
Item 16 F. Change in Registrant’s Certifying Accountant	75
Item 16 G. Corporate Governance	76
Item 16 H. Mine Safety Disclosure	76
Item 16 I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	76
Part III
Item 17. Financial Statements	76
Item 18. Financial Statements	76
Item 19. Exhibits	77

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements. These forward-looking statements reflect our current view about future plans, intentions or expectations and include, in particular, statements about our plans, strategies and prospects and may be identified by terminology such as “may,” “will,” “should,” “expect,” “scheduled,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “aim,” “potential,” or “continue” or the negative of those terms or other comparable terminology. These forward-looking statements are subject to risks, uncertainties and assumptions about us. Although we believe that our plans, intentions and expectations are reasonable, we may not achieve our plans, intentions or expectations.

Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Annual Report set forth under the caption “Risk Factors” in Item 3.D. We undertake no obligation to update any of the forward-looking statements after the date of this Annual Report to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law. You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all our forward-looking statements by these cautionary statements.

In this Annual Report, “we,” “us,” “our,” “the Company,” and “Tanzanian” refer to Tanzanian Gold Corporation and its subsidiaries, unless the context otherwise requires.

iii

Glossary of Technical Terms

Alteration	Mineralogical change at low pressures due to invading fluids or the influence of chemical reactions in a rock mass resulting from the passage of hydrothermal fluids.
Anomaly	Any concentration of metal noticeably above or below the average background concentration.
Assay	An analysis to determine the presence, absence or quantity of one or more components.
Au	The elemental symbol for gold.
Background	Traces of elements found in sediments, soils, and plant material that are unrelated to any mineralization and which come from the weathering of the natural constituents of the rocks.
CIL	Carbon-in-leach.
Diamond drilling	A form of core drilling which uses a rotary drill with a diamond drill bit attached in order to create precisely measure holes.
Dyke	A tabular body of igneous rock that has been injected while molten into a fissure.
Fault	A planar fracture or discontinuity in a volume of rock, across which there has been significant displacement.
Feasibility study	A feasibility study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a pre-feasibility study.
Fracture	Any local separation or discontinuity plane in a geologic formation, such as a joint or a fault that are commonly caused by stress exceeding the rock strength.
Grade	The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
Hectare or ha	An area totaling 10,000 square metres.
Hydrothermal	Hot fluids, usually mainly water, in the earth's crust which may carry metals and other compounds in solution to the site of ore deposition or wall rock alteration.
Indicated Mineral Resource	Indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

iv

Inferred Mineral Resource	Inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
IP	Induced polarization survey, a form of geophysical survey used in the exploration for minerals.
Intrusive	A rock mass formed below earth's surface from magma which has intruded into a pre-existing rock mass.
JV	A joint venture, which is a term for a contractual relationship between parties, usually for a single purpose, which is not a partnership.
Kilometres or km	Metric measurement of distance equal to 1,000 metres (or 0.6214 miles).
Processing plant	A facility for processing ore to recover valuable minerals.
Mineral Reserve	Mineral reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
Measured Mineral Resource	Measured mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Mineralization	The ‘deposition’ of economically important metals in the formation of ore bodies or "lodes”.
NI 43-101	National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, as adopted by the Canadian Securities Administrators, as the same may be amended or replaced from time to time, and shall include any successor regulation or legislation.
Ore	A mineral or an aggregate of minerals from which a valuable constituent, especially a metal, can be profitably mined or extracted.
Outcrop	An exposure of rock at the earth's surface.
Porphyry	A variety of igneous rock consisting of large-grained crystals, such as feldspar or quartz, dispersed in a fine-grained feldspathic matrix or groundmass.

v

Pre-feasibility study (preliminary feasibility study)	A pre-feasibility study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A pre-feasibility study is at a lower confidence level than a feasibility study.
Probable Mineral Reserve	Probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource.
Proven Mineral Reserve	Proven mineral reserve is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. The term should be restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate would not significantly affect potential economic viability.
Qualified Person	An individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report; and is a member or licensee in good standing of a professional association.
RAB	Rotary air blast drilling.
RC	Reverse circulation drilling.
Silicification	Replacement and or impregnation of the constituent of a rock by quartz rich hydrothermal fluids or (silica).
STAMICO	State Mining Corporation of Tanzania.
Tancan	Tancan Mining Company Limited, a wholly owned Tanzanian subsidiary of the Company.
Tanzam	Tanzania American International Development Corporation 2000 Limited, a wholly owned Tanzanian subsidiary of the Company.
Ton	Imperial measurement of weight equivalent to 2,000 pounds (sometimes called a “short ton”).
Tonne	Metric measurement of weight equivalent to 1,000 kilograms (or 2,204.6 pounds).
Tuff	A rock comprised of fine fragments and ash particles ejected from a volcanic vent.
Veins	Distinct sheet-like body of crystallized mineral constituents carried by hydrothermal aqueous solutions that are deposited through precipitation within the host country rock. These bodies are often the source of mineralization either in or proximal to the veins.

vi

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Financial Data

The audited financial statements for the Company’s fiscal years ended August 31, 2021, 2020, 2019, 2018, and 2017 are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The following selected financial data is based on financial statements prepared in accordance with IFRS and is presented for the five most recent financial years. All references to dollar amounts in this Annual Report are expressed in United States (“US”) dollars and in Canadian (“C”) dollars unless otherwise noted.

For each year in the five-year periods ended August 31, the information in the tables was extracted from the more detailed audited financial statements of the Company.

The selected financial data should be read in conjunction with Item 5, “Operating and Financial Review and Prospects” and in conjunction with the consolidated financial statements of the Company and the notes thereto contained elsewhere in this Annual Report.

The following is a summary of certain selected financial information for the Company’s five most recently completed fiscal years (in thousands of US dollars and C$, except number of shares and basic and diluted loss per share):

	For the year ended August 31,
	2021			2020			2019			2018		2017
	$			$			Restated $			Restated C$		C$
Operations:
Revenues		-			-			-			-		-
Net loss	$	(5,283	)	$	(12,145	)	$	(23,071	)	C$	(7,097)	C$	(6,434)
Basic and diluted loss per share	$	(0.02	)	$	(0.07	)	$	(0.17	)	C$	(0.06)	C$	(0.05)

	2021		2020			2019			2018		2017
	$		$			Restated $			Restated C$		C$
Balance sheet:
Working Capital (deficiency)	$	8,006	$	(5,186	)	$	(7,422	)	C$	(12,217)	C$	(6,552)
Total Assets	$	56,518	$	38,139		$	28,645		C$	53,235	C$	51,353
Net Assets	$	46,425	$	24,869		$	13,797		C$	34,126	C$	36,254
Share Capital	$	158,129	$	135,100		$	108,218		C$	127,003	C$	125,174
Number of Shares		254,870,556		199,975,122			150,391,558			125,162,803		121,784,619
Deficit	$	117,457	$	113,453		$	101,986		C$	103,464	C$	96,567

1

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

An investment in the Company’s common shares involves a high degree of risk and should be considered speculative. You should carefully consider the following risks set out below and other information before investing in the Company’s common shares. If any event arising from these risks occurs, the Company’s business, prospects, financial condition, results of operations or cash flows could be adversely affected, the trading price of common shares could decline and all or part of any investment may be lost.

The operations of the Company are highly speculative due to the high-risk nature of its business, which include the acquisition, financing, exploration and development of mineral properties. The risks and uncertainties set out below are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. If any of the risks occur, the Company’s business, financial condition and operating results could be adversely affected. As a result, the trading price of the Company’s common shares could decline and investors could lose part or all of their investment. The Company’s business is subject to significant risks and past performance is no guarantee of future performance.

Risks Relating to the Company

The Company’s exploration activities are highly speculative and involve substantial risks.

Except for the Buckreef Gold Project which has high exploration potential, all of the other Company’s properties are in the exploration stage and no mineral reserves have been established. The Company’s exploration work may not result in the discovery of mineable deposits of ore in a commercially economical manner. There may be limited availability of water, which is essential to milling operations, and interruptions may be caused by adverse weather conditions. The Company’s future operations, if any, are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air quality standards, pollution and other environmental protection controls.

The Company has uninsurable risks.

The Company’s business is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Many of the foregoing risks and hazards could result in damage to, or destruction of the Company’s mineral properties or future processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of their exploration or development activities, delay in or inability to receive regulatory approvals to transport their products, or costs, monetary losses and potential legal liability and adverse governmental action. The Company may be subject to liability or sustain loss for certain risks and hazards against which they do not or cannot insure or which it may reasonably elect not to insure. This lack of insurance coverage could result in material economic harm to the Company.

The Company depends on key personnel.

The senior officers of the Company will be critical to its success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition, worldwide, for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, regulatory, and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company.

2

Certain Company directors or officers may have a conflict of interest.

Directors and officers of the Company are or may become directors or officers of other reporting companies or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company may establish a special committee of independent directors to review a matter in which one or more directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time.

The Company has a limited property portfolio.

Currently, the Company holds an interest in the Buckreef Gold Project, the Company’s flagship property. As a result, unless the Company develops its other properties or acquires additional property interests, any adverse developments affecting the Buckreef Gold Project could have a material adverse effect upon the Company and would materially and adversely affect the potential future mineral resource production, profitability, financial performance and results of operations of the Company.

The Company is subject to growth-related risks.

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Foreign corrupt practices legislation.

The Company is subject to the Foreign Corrupt Practices Act (the “FCPA”), the Corruption of Foreign Public Officials Act (Canada) (“CFPOA”), the U. S. Foreign Corrupt Practices Act of 1977, as amended, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by persons and issuers as defined by the statutes, for the purpose of obtaining or retaining business. It is the Company’s policy to implement safeguards to discourage these practices by its employees; however, its existing safeguards and any future improvements may prove to be less than effective, and the Company’s employees, consultants, sales agents or distributors may engage in conduct for which the Company might be held responsible. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect the Company’s business, results of operations or financial condition. In addition, actual or alleged violations could damage the Company’s reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and could consume significant time and attention of management.

Security breaches and other disruptions could compromise the Company’s information and expose it to liability, which would cause its business and reputation to suffer.

In the ordinary course of the Company’s business, it collects and stores sensitive data, including intellectual property, its proprietary business information and that of its business partners, and personally identifiable information of its employees in its data centers and on its networks. The secure processing, maintenance and transmission of this information is critical to the Company’s operations and business strategy. Despite its security measures, the information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise the Company’s networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, potential liability under laws that protect the privacy of personal information, and potential regulatory penalties, disrupt the Company’s operations and damage its reputation, and cause a loss of confidence in the Company, which could adversely affect its business and competitive position.

3

The Company may be characterized as a passive foreign investment company.

The Company may be characterized as a passive foreign investment company (“PFIC”). If the Company is determined to be a PFIC, its U.S. shareholders may suffer adverse tax consequences. Under the PFIC rules, for any taxable year that the Company’s passive income or its assets that produce passive income exceed specified levels, the Company will be characterized as a PFIC for U.S. federal income tax purposes. This characterization could result in adverse U.S. tax consequences for the Company’s U.S. shareholders, which may include having certain distributions on its common shares and gains realized on the sale of its common shares treated as ordinary income, rather than as capital gains income, and having potentially punitive interest charges apply to the proceeds of sales of the Company’s common shares and certain distributions.

Certain elections may be made to reduce or eliminate the adverse impact of the PFIC rules for holders of the Company’s common shares, but these elections may be detrimental to the shareholder under certain circumstances. The PFIC rules are extremely complex and U.S. investors are urged to consult independent tax advisers regarding the potential consequences to them of the Company’s classification as a PFIC. See “Certain United States Federal Income Tax Considerations.”

The exploration for and development of mineral deposits involves significant risks.

Mineral exploration is highly speculative in nature. There is no assurance that exploration efforts will be successful. Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable mineral reserves through drilling. Because of these uncertainties, no assurance can be given that exploration programs will result in the establishment or expansion of mineral resources or mineral reserves. There is no certainty that the exploration expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries or development of mineral reserves. Mining operations generally involve a high degree of risk. The Company’s operations are subject to the hazards and risks normally encountered in mineral exploration and development, including environmental hazards, explosions, and unusual or unexpected geological formations or pressures. Such risks could result in damage to, or destruction of, mineral properties, personal injury, environmental damage, delays in mining, monetary losses and possible legal liability.

Mining exploration, development and operating activities are inherently hazardous. The Company’s exploration activities may be interrupted by any or all of the following mining accidents such as cave-ins, rock falls, rock bursts, pit wall failures, fires or flooding. In addition, exploration activities may be reduced if unfavorable weather conditions, ground conditions or seismic activity are encountered, ore grades are lower than expected, the physical or metallurgical characteristics of the ore are less amenable than expected to mining or treatment, dilution increases or electrical power is interrupted. Occurrences of this nature and other accidents, adverse conditions or operational problems in future years may result in the Company’s failure to achieve current or future exploration and production estimates.

The Company cannot accurately predict whether commercial quantities of ores as estimated or projected in the pre-feasibility study will be established once commercial production commences.

Whether an ore body will be commercially viable depends on a number of factors beyond the control of the Company, including the particular attributes of the deposit such as size, grade and proximity to infrastructure, as well as mineral prices and government regulations, including regulations relating to permitting, prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The Company cannot accurately predict the exact effect of these factors, but the combination of these factors may result in a mineral deposit being unprofitable. The Company has no mineral producing properties at this time, although the Company is currently ramping up towards commercial production at Buckreef Gold. Although the mineral resource estimates included herein have been prepared by the Company, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and there is a risk that a particular level of recovery of gold or other minerals from mineral resource will not in fact be realized or that an identified mineralized deposit, if any, will never qualify as a commercially mineable or viable reserve.

Pandemic or Other Health Crisis may adversely affect or restrict the Company’s business and exploration activities.

The Company faces risks related to health epidemic and other outbreaks of communicable diseases, including the outbreak of COVID-19, which could significantly disrupt its operations and may materially and adversely affect its business, financial operations and results of operations. or a pandemic or other health crises. COVID-19 has disrupted economic activities and the extent to which COVID-19 impacts the Company’s business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time. Such future developments include the duration, severity and scope of the outbreak and the actions taken to contain or treat the outbreak. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company’s business including without limitation, employee health, workforce productivity, increased insurance premium, limitations on travel, supply chain interruption, the availability of industry experts and personnel, restrictions to adhering to its current plan to explore, develop and operate its properties, the ability to obtain future financing and maintain necessary liquidity, and other factors that will depend on future developments beyond the Company’s control. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time. The Company will continue to monitor and stay informed of the progress of the pandemic and is taking action wherever and whenever possible to mitigate the impact of the pandemic on the staff and operations of the Company. At this time, the effect of COVID-19 has not materially affected the Company’s operations; however, no assurance can be given that that this will continue in the future.

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The Company may not be able to establish the presence of minerals on a commercially viable basis.

The Company’s ability to generate revenues and profits, if any, is expected to occur through exploration and development of its existing properties as well as through acquisitions of interests in new properties. The Company will need to incur substantial expenditures in an attempt to establish the economic feasibility of mining operations by identifying mineral deposits and establishing ore reserves through drilling and other techniques, developing metallurgical processes to extract metals from ore, designing facilities and planning mining operations. The economic feasibility of a project depends on numerous factors beyond the Company’s control, including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined using a given facility, the proximity of the mineral deposits to a user of the minerals, and the market price of the minerals at the time of sale. In addition, there is a degree of uncertainty attributable to the calculation and estimates of Mineral Resources and the corresponding metal grades to be mined and recovered. Until Mineral Resources are mined and processed, the quantities of mineralization and metal grades must be considered as estimates only. Any material change in the quantity of Mineral Resources, grades and recoveries may affect the economic viability of the Company’s property. Therefore, the Company’s existing or future exploration programs or acquisitions may not result in the identification of deposits that can be mined profitably.

The Company depends on consultants, geologists and engineers for its exploration programs.

The Company has relied upon consultants, geologists, engineers and others and intends to rely on these parties for exploration and development expertise. Substantial expenditures are required to construct mines, to establish mineral resources and reserves through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes to extract metal from mineral reserves and, in the case of new properties, to develop the exploration and plant infrastructure at any site. If such parties’ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company.

Development of the Company’s projects is based on estimates and the Company cannot guarantee that its projects, if any, will be placed into commercial production.

Any potential production and revenues based on production from any of the Company’s properties are estimates only. Estimates are based on, among other things, mining experience, resource estimates, assumptions regarding ground conditions and physical characteristics of ores (such as hardness and presence or absence of certain metallurgical characteristics) and estimated rates and costs of mining and processing. The Company’s actual production from the Buckreef Gold Project may be lower than its production estimates. Each of these factors also applies to future development properties not yet in production at the Company’s other projects. In the case of mines that the Company may develop in the future, it does not have the benefit of actual experience in its estimates, and there is a greater likelihood that the actual results will vary from the estimates. In addition, development and expansion projects are subject to unexpected construction and start-up problems and delays.

The Company’s exploration activities are subject to various Environmental, Health and Safety Laws and Regulations.

The Company’s activities are subject to extensive laws and regulations governing environmental protection and employee health and safety. Environmental legislation is evolving in a manner that is creating stricter standards, while enforcement, fines and penalties for non-compliance are more stringent. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. Furthermore, any failure to comply fully with all applicable laws and regulations could have significant adverse effects on the Company, including the suspension or cessation of operations. Exploration and mining operations involve risks of releases to soil, surface water and groundwater of metals, chemicals, fuels, liquids having acidic properties and other contaminants. Significant risk of environmental contamination from present and past exploration or mining activities still exists for mining companies. The Buckreef Gold Project, except for the main pit, has been the site of artisanal mining. The Company may be liable for environmental contamination and natural resource damages relating to properties that they currently own or operate or at which environmental contamination occurred while or before they owned or operated the properties. No assurance can be given that potential liabilities for such contamination or damages caused by past artisanal mining activities at the Buckreef Gold Project do not exist or that the Company will not be alleged to be responsible for historical liabilities at the Buckreef Gold Project.

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In addition, environmental regulators are increasingly requiring financial assurances to ensure that the cost of decommissioning and reclaiming sites is borne by the parties involved, and not by government. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulators.

The Company’s exploration activities are subject to community relations and license to operate.

The Company’s relationship with the local communities, local authorities, and artisanal miners where it operates is critical to ensure the future success of its existing activities and the potential development and operation of its projects. Failure by the Company to maintain good relations with local stakeholders can result in adverse claims and difficulties for the Company. There is also an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. NGOs and civil society groups, some of which oppose resource development, are often vocal critics of the mining industry and its practices, including the use of hazardous substances and the handling, transportation, and storage of various waste, including hazardous waste. Adverse publicity generated by such NGOs and civil society groups or others related to the extractive industries generally, or the Company’s operations specifically, could have a material adverse impact on the Company and its reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability to advance its projects, which could have a material adverse impact on the Company’s business, results of operations and financial condition.

The Company’s exploration activities are subject to various Licenses and Permits, other Laws and Regulations.

The Company’s exploration and development activities (and those of investee companies) require permits and approvals from various government authorities, and are subject to extensive federal, regional and local laws and regulations governing prospecting, exploration, development, production, transportation, exports, taxes, labour standards, occupational health and safety, mine safety and other matters. Such laws and regulations are subject to change, can become more stringent and compliance can therefore become more time-consuming and costly. In addition, the Company may be required to compensate those suffering loss or damage by reason of its activities. The Company will be required to obtain additional licenses and permits from various governmental authorities to continue and expand its exploration and development activities. There can be no guarantee that the Company will be able to maintain or obtain all necessary licenses, permits and approvals that may be required to explore and develop its properties (or that its investee companies would also succeed).

The Company’s exploration activities are subject to various commitments.

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

The Company may not have clear title to its properties.

The Company has investigated its rights to exploit the Buckreef Gold Project and, to the best of its knowledge, its rights are in good standing. However, no assurance can be given that such rights will not be revoked, or significantly altered, to its detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties, including local communities.

Some of the Company’s mineral claims may overlap with other mineral claims owned by third parties which may be considered senior in title to the Company mineral claims. The junior claim is only invalid in the areas where it overlaps a senior claim. The Company has not determined which, if any, of the Company mineral claims is junior to a mineral claim held by a third party.

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Although the Company is not aware of any existing title uncertainties with respect to Buckreef Gold Project, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. 

The Company has incurred net losses since its inception and expects losses to continue.

The Company has not been profitable since its inception. The Company has never generated profits and does not expect to generate operating profits until one of its properties is placed in commercial production. Although the Company has recently began initial production at the Buckreef Gold Project, currently, proceeds from the sale of minerals are offset against costs. There is a risk that the Buckreef Gold Project will not be profitable from its operations, and even though it may be profitable from operations, that such operating profits will be sufficient to pay for the Company’s other expenses. In addition, the Company anticipates that its expenses and capital expenditures will increase as consultants, personnel and equipment associated with the exploration and development of its properties are advanced. The Company expects to continue to incur losses unless and until such time as it enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company’s properties will continue to require the commitment of substantial resources. There can be no assurance that the Company will continue as a going concern, generate any revenues or achieve profitability.

There is a reasonable probability that the Company will require additional capital.

The Company will continue to incur development and exploration costs for its plan of operations including in-fill drilling, exploration program and a technical work for development of the sulphide mineralized material at its Buckreef Project, and therefore there is a reasonable probability that the Company will require additional capital. To date, the Company has recorded minor sales proceeds from operations related to its 120 tpd oxide mineralized material test plant and they are insufficient to fund the Company’s mining operations. Further, although the Company had cash of approximately $13.4 million at August 31, 2021, such amount may be insufficient the Company development and exploration plans and operating expenses. Ultimately, the Company’s ability to continue its exploration activities depends in part on the Company’s ability to commence operations and generate profits or to obtain financing through joint ventures, debt financing, equity financing, production sharing agreements or some combination of these or other means. Further the raising of additional capital by the Company may dilute existing shareholders. Traditionally, the Company has relied on issuing equity securities and debt securities that may be converted into equity securities to raise capital. No assurance can be given that the Company can continue to raise capital in this manner. Further, the issuance of equity securities or debt securities that may be convertible into equity securities will have an ownership dilutive effect.

Substantial doubt about the Company’s ability to continue as a going concern.

The Company’s independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to the Company’s ability to continue as a going concern in its report on the Company’s consolidated financial statements for the year ended August 31, 2021. The Company has not generated revenues since inception, has incurred losses in developing its business. Further, the Company may require additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The inclusion of a going concern explanatory paragraph may negatively impact the trading price of the Company’s common shares, have an adverse impact on our relationship with third parties with whom we do business, and could make it challenging and difficult for the Company to raise additional debt or equity financing to the extent needed, all of which could have a material adverse impact on the Company’s business, results of operations, financial condition and prospects.

As of August 31, 2021, the Company’s internal control over financial reporting were ineffective, and if the Company continues to fail to improve such controls and procedures, investors could lose confidence in the Company’s financial and other reports, the price of its shares of common stock may decline, and it may be subject to increased risks and liabilities.

As a public company, the Company is subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that the Company file annual reports with respect to its business and financial condition. Section 404 of the Sarbanes-Oxley Act requires, among other things, that the Company include a report of its management on the Company’s internal control over financial reporting. The Company is also required to include certifications of its management regarding the effectiveness of its disclosure controls and procedures. For the year ended August 31, 2021, the Company concluded that ICFR was not effective for the year ended August 31, 2021 due to the following material weaknesses: (i) lack of timely review and approval of certain journal entries and reconciliations; (ii) lack of related oversight and accuracy for recognition of certain charges in the Company’s books; and (iii) lack of adequate oversight related to the development and performance of internal controls. Due to the limited number of personnel in the company, there are inherent limitations related to segregation of duties amongst personnel to perform adequate oversight, review and approvals.

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The control deficiencies described above were concluded on by management during the year ended August 31, 2021. The Company has prioritized the remediation of the material weaknesses described above and is working under the oversight of the Audit Committee to resolve the issue.

Specific actions to remediate these material weaknesses include the following:

· Engagement of a local Tanzanian Certified Public Accounting firm to review the Buckreef, Tanzam and Tancan books and records, from the invoice level, to ensure completeness and accuracy of recordkeeping in the appropriate account, entity and period. No material misstatements, either individually or in aggregate were identified.

· Reduced Delegation of Authority limits over cash payments to a zero dollar approval threshold. Executive management (CFO, COO) and site General Managers review and approve every dollar of expenditure and only advance funds for payment based on approved invoices, signed by site GMs and approved by the CFO and COO.

· Hired a VP Finance and Corporate Controller to supplement review and approval of invoices, journal entries, reconciliations, financial statements and note disclosure to improve segregation of duties and internal controls around financial reporting.

· Hired a Senior Procurement Officer at Buckreef to enhance supply chain controls, approvals and authorizations while improving segregation of duties around the procure to pay process.

· Hired two new inventory storekeepers at Buckreef to improve segregation of duties around inventory management, stock count inspections, supplies reconciliations and inventory controls.

· Enhanced use of ERP to automate certain reconciliations, including fixed asset continuity and depreciation schedules, to eliminate risk of manual spreadsheet errors and to automate more timely review and approval of certain processes.

· Engaging third party service provider to assist in the review, implementation and evaluation of Company’s controls and procedures.

The Company is currently in the process of implementing and documenting its systems of internal controls related to remediate the material weaknesses identified above however has been unable to complete this implementation by the required reporting date due to limited resources. Proposed changes to address the material weaknesses will take time to implement due to, amongst other things, a limited number of staff at the Company.

It is the Company’s intention to formally review, document and implement the Company’s key controls, including ITGCs, ICFR and DC&P as per the COSO 2013 Framework, as well as develop key risk control matrices to mitigate the risk of material weaknesses in the future.

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Risks Relating to the Market

The Company’s competition is intense in all phases of the Company’s business.

The mining industry is competitive in all of its phases. We face strong competition from many mining companies that have greater financial resources, operational experience and technical capabilities than us. As a result of this competition, we may be unable to maintain or acquire attractive mining properties or skilled resources on terms it considers acceptable or at all. Consequently, our business and financial condition could be materially adversely affected.

In addition, we may encounter competition from other mining companies in our efforts to hire and retain experienced mining professionals. Competition for services and equipment could cause future development and costs to operate the 360 tpd processing plant, and construction of the 1,000+ tpd processing plant to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increase potential scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase future project development, operation, exploration or construction costs, result in project delays or both.

The Company is subject to the volatility of metal and mineral prices.

Precious metal prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level of interest rates, the rate of inflation, the world supply of mineral commodities and the stability of exchange rates can all cause significant fluctuations in precious metal prices. Such external economic factors are in turn influenced by changes in international investment patterns, national fiscal policies, monetary systems and political developments. The price of gold has fluctuated widely in recent years. Future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on the Company’s business, financial condition and result of operations. Moreover, the ability of the Company to fund its activities and the valuation of investor companies will depend significantly upon the market price of precious metals. 

The Company’s business activities are conducted in Tanzania.

The Company’s principal exploration and mine development properties are currently located in the United Republic of Tanzania, Africa, under which the Company, through its Tanzam joint venture has obtained a license to explore, develop and operate the Buckreef Gold Property. Although the Company believes that the Tanzania government is a stable, multi-party democracy, there is no guarantee that this will continue. Tanzania is surrounded by unstable countries enduring political and civil unrest, and in some cases, civil war. There is no guarantee that the surrounding unrest will not affect the Tanzanian government and people, and therefore, the Company’s mineral exploration activities. Any such effect is beyond the control of the Company and may materially adversely affect its business.

Further, the operator of the Buckreef Gold Project is Tanzam, a joint venture that is 55% owned by one of the Company’s subsidiaries and 45% is owned by the STAMICO, a Governmental agency of Tanzania. Therefore, the Government of Tanzania may have a substantial input at the Company’s operations at the Buckreef Gold Project.

Additionally, the Company may be affected in varying degrees by political stability and government regulations relating to the mining industry and foreign investment in Tanzania. The Government of Tanzania may institute regulatory policies that adversely affect the exploration and mine development (if any) of the Company’s properties. Any changes in regulations or shifts in political conditions in this country are beyond the control of the Company and may materially adversely affect its business. Investors should assess the political and regulatory risks related to the Company’s foreign country investments. The Company’s operations in Tanzania are also subject to various levels of economic, social and other risks and uncertainties that are different from those encountered in North America. The Company’s operations may be affected in varying degrees by Government regulations with respect to restrictions on production, price controls, export controls, restrictions on foreign exchange and repatriation, income taxes, expropriation of property, environmental legislation and mine safety. Other risks and uncertainties include extreme fluctuations in currency exchange rates, high rates of inflation, labor unrest, risks of war or civil unrest, government and civil unrest, regional expropriation and nationalization, renegotiation or nullification of existing concessions, licenses, permits and contracts, illegal mining, corruption, hostage taking, civil war and changing political conditions and currency controls. Infectious diseases (including Ebola virus, malaria, HIV/AIDS and tuberculosis) are also major health care issues where the Company operates.

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Mineral exploration in Tanzania is affected by local climatic and economic conditions.

The Company’s properties in Tanzania have year-round access, although seasonal winter rains from December to March may result in flooding in low lying areas, which are dominated by mbuga, a black organic rich laustrine flood soil. Further, most lowland areas are under active cultivation for corn, rice, beans and mixed crops by subsistence farmers. As a result, the area has been deforested by local agricultural practices for many years. The seasonal rains and deforested areas can create a muddy bog in some areas, which can make access more difficult, and could impede or even prevent the transport of heavy equipment to the Company’s mineral properties at certain times of the year between December and March.

The Company’s operations are subject to issues relating to security and human rights.

Civil disturbances and criminal activities such as trespass, illegal mining, theft and vandalism may cause disruptions at the Company’s operations in Tanzania which may result in the suspension of operations. There is no guarantee that such incidents will not occur in the future. Such incidents may halt or delay exploration, increase operating costs, result in harm to employees or trespassers, decrease operational efficiency, increase community tensions or result in criminal and/or civil liability for the Company or its employees and/or financial damages or penalties. The manner in which the Company’s personnel respond to civil disturbances and criminal activities can give rise to additional risks where those responses are not conducted in a manner that is consistent with international standards relating to the use of force and respect for human rights. The failure to conduct security operations in accordance with these standards can result in harm to employees or community members, increase community tensions, reputational harm to the Company and its partners or result in criminal and/or civil liability for the Company or its employees and/or financial damages or penalties. It is not possible to determine with certainty the future costs that the Company may incur in dealing with the issues described above at its operations.

Risks relating to the Securities of the Company

Offers or availability for sale of a substantial number of common shares may cause the price of our common shares to decline.

On February 11, 2021, the Company completed the sale of 32,923,078 common shares together with warrants to purchase 16,461,539 common shares for $21.4 million. The common shares and warrants were issued at $0.65 for each common share and a purchase warrant with the right of each whole warrant to purchase one common share at $0.80 for a period of five years from the issue date. The Company also issued 1,152,307 broker warrants with the same terms.

On December 23, 2020, the Company completed the sale of 5,554,588 common shares together with warrants to purchase 2,777,268 common shares for $3.0 million in the aggregate. The common shares and warrants were issued at $0.54 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $1.50 for a period of three years from the issue date.

In July 2020, in connection with the securities purchase agreement to sell convertible debentures, the Company agreed to issue to the investors three-year warrants to purchase 3,002,037 common shares at an exercise price of $1.2125 per common share.

As a result of the above warrant issuances, we could have sales of a significant number of our common shares in the public market which could harm the market price of our common shares should the market price is significantly higher than the warrant exercise price and make it more difficult for us to raise funds through future offerings of common shares.

As a foreign private issuer, the Company is subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to U.S. shareholders.

The Company is a foreign private issuer under applicable U.S. federal securities laws. As a result, the Company does not file the same reports that a U.S. domestic issuer would file with the SEC, although the Company is required to file with or furnish to the SEC the continuous disclosure documents that the Company is required to file in Canada under Canadian securities laws. In addition, the Company’s officers, directors, and principal shareholders are exempt from the reporting and “short swing” profit rules of Section 16 of the Exchange Act. Therefore, shareholders may not know on as timely a basis when the Company’s officers, directors and principal shareholders purchase or sell common shares, as the reporting dates under the corresponding Canadian insider reporting requirements are longer. In addition, as a foreign private issuer, the Company is exempt from the proxy rules under the Exchange Act.

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The Company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

In order to maintain the Company’s current status as a foreign private issuer, a majority of its common shares must be either directly or indirectly owned by non-residents of the United States, unless the Company also satisfies one of the additional requirements necessary to preserve this status. The Company may in the future lose its foreign private issuer status if a majority of its common shares is held in the United States and it fails to meet the additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use the multijurisdictional disclosure system (“MJDS”). If the Company is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. In addition, the Company may lose the ability to rely upon certain exemptions from NYSE American corporate governance requirements that are available to foreign private issuers.

The Company is subject to regulatory obligations as a public company.

The Company is subject to evolving corporate governance and public disclosure regulations that have increased both the Company’s compliance costs and the risk of non-compliance, which could adversely affect the Company’s share price. The Company is subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the U.S. Securities and Exchange Commission, the Canadian Securities Administrators, applicable stock exchange(s), including the NYSE American and Toronto Stock Exchanges, and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity creating many new requirements. For example, the Canadian government proclaimed into force the Extractive Sector Transparency Measures Act on June 1, 2015, which mandates the public disclosure of payments made by mining companies to all levels of domestic and foreign governments. The Company’s efforts to comply with increasing regulatory burden could result in increased general and administration expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

U.S. investors may not be able to obtain enforcement of civil liabilities against the Company.

The enforcement by investors of civil liabilities under the United States federal or state securities laws may be affected adversely by the fact that the Company is governed by the Business Corporations Act (Alberta), that some of the Company’s officers and directors are residents of Canada or otherwise reside outside the United States, and that all, or a substantial portion of their assets and a substantial portion of the Company’s assets, are located outside the United States. It may not be possible for investors to effect service of process within the United States on certain of the Company’s directors and officers or enforce judgments obtained in the United States courts against the Company, certain of its directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States.

Common share prices will likely be highly volatile, and your investment could decline in value or be lost entirely.

The market price of the common shares is likely to be highly volatile and may fluctuate significantly in response to various factors and events, many of which the Company cannot control. The stock market in general, and the market for mining company stocks in particular, has historically experienced significant price and volume fluctuations. Volatility in the market price for a particular issuer’s securities has often been unrelated or disproportionate to the operating performance of that issuer. Market and industry factors may depress the market price of the Company’s securities, regardless of operating performance. Volatility in the Company’s securities price also increases the risk of securities class action litigation.

The Company’s common shares must meet the requirements of the NYSE American.

The NYSE American rules provides that the NYSE American may, in its discretion, at any time, and without notice, suspend dealings in or remove any security from listing or unlisted trading privileges, if, among other things, where the financial condition and/or operating results of the issuer appear to be unsatisfactory or it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make further dealings on the NYSE American inadvisable. Although the Company has received no indication or notification that its common shares may be delisted, in light of the current per common share price and the Company’s financial losses, there is no assurance that the Company’s common shares will continue to be listed on the NYSE American.

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Item 4. Information on the Company

A. History and Development of the Company

The Company was originally incorporated under the name “424547 Alberta Ltd.” in the Province of Alberta on July 5, 1990, under the Business Corporations Act (Alberta). The name was changed to “Tan Range Exploration Corporation” on August 13, 1991. The name of the Company was again changed to “Tanzanian Royalty Exploration Corporation” on February 28, 2006 and to Tanzanian Gold Corporation on April 17, 2019.

The Company is also registered in the Province of British Columbia as an extra-provincial company under the Business Corporations Act (British Columbia). The principal executive office of the Company is located at 150 King Street West, Suite 200, Toronto, Ontario, M5H 1J9, and its telephone number is (844) 364-1830. The Company’s website address is www.tangoldcorp.com.

For the year ended August 31, 2021, the Company reported a net loss of $5.3 million.

In connection with the Company’s disclosure of mineral resources/mineral reserves and the cut-off grade associated with each mineral resource/reserve, it has made certain assumptions for mineral pricing and cost associated with each cut-off grade to determine the reasonable prospects for economic extraction as discussed below.

During fiscal 2021, the Company focused on the Buckreef Gold Project.

Fiscal 2022 Outlook

· The 360 tonne per day (“tpd”) processing plant is expected to increase production to 750-800 ounces of gold per month¹ at a total average Cash Cost² of US$725-825/oz once steady state processing has been achieved.

· Operating cash flow from the larger 360 tpd processing plant is anticipated to mitigate the negative operating cash flow at Buckreef Gold from the testing period of the 120 tpd test processing plant. Anticipated cash flow generated from the larger plant will be reinvested in Buckreef Gold with a focus on the following value enhancing activities: (i) exploration and drilling; (ii) additional capital programs focused on growth and efficiencies; and (iii) enhanced CSR/ESG programs.

· Buckreef Gold will advance and construct a 1,000+ tpd operation while simultaneously operating the 360 tpd operation. Project capital expenditures for an expanded 1,000+ tpd processing plant is estimated to be approximately US$4.0 million with a targeted completion in calendar Q2/Q3 2022. Buckreef Gold has procured two additional 360 tpd ball mills (from the same manufacturer). The two additional ball mills have been shipped. The 1,000+ tpd operation is expected to be capable of production 15,000 – 20,000 ounces of gold per year based on the initial mine plan and grade profile.

· The anticipated increase in cash flow from the 1,000+ processing plant will fund value enhancing activities at Buckreef Gold, which are similar to those mentioned above for the 360 tpd processing plant, including but not limited to: (i) further expansion of the exploration program in the Buckreef Main Zone, Buckreef West and the newly discovered Anfield Zone, which if successful, may expand mineral reserves and mineral resources; and (ii) additional capital expansion programs to increase the Company’s production profile; and (iii) further investments in CSR/ESG initiatives.

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¹ The 360 tpd Plant estimates have not been prepared in accordance with the results of the Company’s 2018 Prefeasibility Study, reflected in the Company’s May 15, 2020 Updated Mineral Resource Estimate. The 18-Month mining plan estimates are based upon an internal mine model reviewed by an independent consulting firm and cost inputs as validated by actual mining and processing costs from the 120 tpd test plan over the 9 months ended May 31, 2021. No assurance can be given that the 18-Month Estimate (Monthly Average) will reflect actual results.

² ‘Total Cash Cost’ includes mine site operating costs such as mining, processing and local administrative costs, royalties, production taxes, mine standby costs and current inventory write downs, if any. Production costs are exclusive of depreciation and depletion, reclamation, capital and exploration costs. Total cash costs are net of by-product sales and are divided by gold ounces sold to arrive at a per ounce figure. Total Cash Costs is a non-IFRS financial performance measure often used in conjunction with conventional IFRS measures to evaluate performance. Total Cash Cost does not have a standardized meaning under IFRS and therefore may not be comparable to similar measures of performance disclosed by other issuers; it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

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· The Company has retained STAMICO for diamond drilling services for a 10,000 meter program, which will cover:

ü PQ/HQ size holes for testing metallurgical variability in the top 150 meters of the sulphide deposit;

ü Infill drilling on the inferred mineral resource, which if successful will upgrade that resource to the indicated mineral resource category, and;

ü Exploration of the Main Zone deposit to the north-east / south-west, and to commence drilling on the recently discovered Anfield Zone.

· Metallurgical testing for sulphide project development moved to variability testing of the first 5-7 years of production and will continue into 2022, including tailing characteristics for dry stack tailings. Geotechnical and groundwater work will continue on identified areas (i.e. plant, tailings, waste rock storage facility). To date, the metallurgical program of 18 holes (2,337 meters) has been completed and the holes are being logged in preparation for shipment for metallurgical testing. The drill program has now switched to the exploration phase.

· The land compensation process is expected to be completed by the end of calendar 2021 and has been fully accrued in the Company’s financial statements. As of November 29, 2021, approximately 95% of project affect persons have been paid representing 91% of the overall dollar amount.

· Geological work has commenced in evaluating the full extent of exploration potential at the Buckreef Project. Analysis of Inferred Mineral Resources, exploration targets, advanced exploration, and grassroots exploration through to conceptual targets have been evaluated. The Company will provide updates on its exploration targets and strategy which will be finalized and provided in Q1-2022, including the Anfield Zone.

· The Company will continue a review of its broader exploration portfolio and strategy to meet core strategic objectives, including consideration of acquiring new licenses and/or partnerships. The Buckreef Project licenses cover highly prospective ground with many geochemical and soil anomalies. The Company is located in highly favorable Archean geological terrane in the prospective and producing Lake Victoria Greenstone Belt, where numerous anomalous gold bearing shear zones have been identified.

Accomplishments During the Fiscal Year Ended August 31, 2021

Operations

· Buckreef Gold reported zero lost time injuries, zero medical aid incidents and had no COVID-19 related cases in 2021. There were also no reportable environmental or community related incidents in 2021.

· During October 2021, the Company completed construction of a 360 tpd processing plant expansion. Buckreef Gold also continued to operate the 120 tpd processing plant subsequent to concluding the test period, which achieved a 90% gold recovery rate as reported in September 2021. The existing 120 tpd processing plant has been integrated into the new processing plant circuit as a ‘regrind mill’. The new processing plant construction was completed in line with the scheduled completion date of late September/October 2021 at a capital cost of US$1.6 million, also within guidance. The run-of-mine mill feed commenced on November 6, 2021 and continues to ramp up throughput. The 360 tpd processing plant was completed by the Buckreef Gold and TanGold teams in conjunction with key consultants/contractors, including: (i) Ausenco; (ii) Solo Resources; and (iii) CSI Energy Group. Anticipated operating cash flow from the new processing plant is expected to mitigate the negative cash flow from the testing period of the 120 tpd test processing plant.

· Buckreef Gold will continue with plans and construction to advance a 1,000+ tpd operation while simultaneously operating the 360 tpd operation. It was determined that the most cost effective and timely approach to building a 1,000+ tpd processing plant was to self-construct this operation, in effect, as an expansion to the 360 tpd processing plant. Project capital expenditures for an expanded 1,000+ tpd processing plant is estimated to be approximately US$4.0 million, which includes an upgraded elution circuit and other capital equipment to accommodate the increased throughput. Ausenco has been retained as TanGold’s owner engineer and the process circuit will be primarily locally sourced and constructed by the same local teams in a manner similar to the 360 tpd processing plant expansion. The targeted completion of the 1,000+ tpd operation is calendar Q2/Q3 2022 and is expected to produce 15,000 – 20,000 ounces of gold per year based on the initial mine plan and grade profile.

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· The operation of the 120 tpd test plant continued in the fourth quarter 2021, operating 7 days a week with two 12-hour shifts. Through the testing phase, objectives related to oxide mill feed grind, processing of clays, retention times and optimized recovery rates have been achieved. Consequently, the testing phase concluded in September 2021. The test plant produced 396 ounces of pure gold in the fourth quarter and 1,836 ounces of pure gold on a year-to-date basis.

· During the year ended August 31, 2021, the Company attained recovery rates of 90% on a consistent basis at the 120 tpd oxide test plant. During the test phase, the Company established that a grind size of 80% passing 75 microns and a retention time of approximately 30 hours led to consistent gold recovery of greater than 90%.

· Through its testing program in 2021, Buckreef Gold has been able to substantiate the grade control block model, confirm forecasted operating cost inputs such as mining and processing costs for 360 tpd and 1,000+ tpd oxide mining operations, and develop a comprehensive understanding of oxide mill feed grind, processing of clays, retention times and how to optimize recovery rates. This knowledge has been applied to the design of the 360 tpd and 1,000+ tpd mine operations, substantially de-risking these operations.

· During the year the Company hired a Tanzanian mining contractor (FEMA) on a two-year contract to mine ore, waste and tailings storage facility at Buckreef. During October and November 2021, the Company, through FEMA, successfully and safely completed two blasts in high grade areas where transitional ore reached near surface enabling access to high grade ore blocks.

· During the year, TanGold through Buckreef Gold hired a surveying consultant (Property Matrix Company Limited) to commence the land compensation process required under Tanzanian mining law. The land compensation survey has been completed, and to date, the land compensation process is approximately 95% complete. Land compensation has been fully accrued and is anticipated to be finalized by the end of calendar 2021.

· TanGold and STAMICO agreed in principle to amendments to the Buckreef Joint Venture Agreement (the “JV Agreement”) to bring the JV Agreement in line with recent changes in Tanzanian mining laws and to modernize the working arrangement between the parties (the original JV Agreement was entered into in 2011). Discussions between the Company and STAMICO remain ongoing and are expected to continue.

Sulphide Development and Exploration

· Favourable Metallurgical Test Results: The Company announced updated and highly favorable metallurgical test results from the sulphide component of the Buckreef mineral resource. Three diamond drill core samples were taken from the fresh rock (‘sulphide’ mineral resource) of the Buckreef deposit for the purposes of metallurgical test work. Highlights include:

ü The following intercepts and gold recoveries have been confirmed in the report:

§ MC01: 0.54 g/t Au over 78.88m – 94.1%

§ MC02: 19.4 g/t Au over 27.99m – 95.4%

§ MC03: 1.71 g/t Au over 52.53m – 85.3%

ü A straightforward flowsheet consisting of:

§ Primary grinding to P80 = ~100-150 µm

§ Rougher flotation

§ Regrind of the rougher concentrate to ~15-20 µm (P80)

§ Cyanide leaching of the reground flotation concentrate

§ Cyanide leaching of the flotation tailing

ü No refractory association of gold with arsenic sulphide was detected

ü The samples tested did not exhibit any preg-robbing or other refractory characteristics

ü Clean tailings, high probability of mine tailings not being acid generating, confirming the approach of dry stack tailings going forward; and

ü Further opportunities to improve gold extraction from MC03 have been identified through diagnostic leach testing.

· ‘Deep’ drilling was completed on the Main Zone in Q1 2021 demonstrating that 2-3 high grade shoots exist (dipping to the south) and that the deposit remains open at depth, as evidenced by the deepest drill holes, intersecting the Buckreef Shear Zone and confirming continuity of the mineralized structure. The viability of underground mining will be examined as part of the sulphide project development program. The Company does not intend to drill additional deep holes at this time, as the continuity of the deposit potential at depth has been demonstrated.

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· Buckreef West Discovery: The Company announced the discovery of Buckreef West, which lies in close proximity to the Buckreef Main Zone, defining a near vertical shear zone, over a strike length of 400 meters (“m”), with interpreted gold mineralization shallowly plunging to the northeast. The mineralized zone remains open to the south and at depth. Highlights include:

ü Shallow depth: All reported intercepts are at shallow depth on a well-defined structure which is interpreted as a splay off the Buckreef Main Zone;

ü Open at depth and along strike: Over 400m of strike length has been drilled to date and the deposit remains open at depth and along strike in both directions; and

ü Select intercepts:

§ Hole BWDD017 intersected 4.57m @ 6.4 g/t Au from 44.9m;

§ Hole BWDD015, on the same line as Hole BWDD017, had two intersections: 2.18m @ 1.24 g/t Au from 86.9m and (ii) 2.49m @1.3 g/t Au from 105.1m;

§ Hole BWDD012 intersected 5.57m @ 4.95 g/t Au from 98.4m and 4.0m @ 2.19 g/t Au from 92.0m;

§ Hole BWDD013, on the same line as Hole BWDD012 intersected 1.5m @ 2.2 g/t Au from 59.5m;

§ BWDD0018 intersected 7.0m @ 2.03 g/t Au from 44.0m and 3.85m @ 2.86 g/t from 56.0m; and

§ BWDD0031 intersected 2.5m @ 7.29 g/t Au from 46.1m.

· Anfield Zone Discovery: The Company announced that it has made a new discovery of three closely spaced parallel, gold bearing structures at Buckreef, collectively now known as the Anfield Zone. Follow-up field work and diamond drilling is planned for 2021 and 2022. Highlights include:

ü The new prospective gold mineralized zones, totaling a combined 2.9-kilometer (km) strike length were identified through geological (field) mapping, sampling and examination of artisanal workings. Collectively, they have been named the Anfield Zone (See Figure 10 for map);

ü Grab samples of mineralized bed (fresh) rock have been assayed, with highlights of:

§ 37.52 g/t

§ 28.55 g/t

§ 14.42 g/t

ü Located approximately 500m to the east of the Buckreef Main Zone; and

ü Aligns with and trends towards the Eastern Porphyry Mineral Resource.

Management

· Appointed on December 1, 2020, Mr. Stephen Mullowney, CPA, CA, CFA as Chief Executive Officer (CEO) of Tanzanian Gold Corporation. He also accepted an appointment to the Board of Directors of the Company. Mr. Mullowney was previously a Partner and Managing Director of PricewaterhouseCoopers LLP (PwC) and PwC Canada’s mining deals leader. He has an extensive mining background, working with miners, Governments, and institutional investors across the world and supporting them in making key strategic business, financing, and policy decisions.

· On February 8, 2021, the Company appointed Andrew Cheatle, P.Geo., MBA, FGS, ARSM as Chief Operating Officer of Tanzanian Gold Corporation. A graduate of the Royal School of Mines, Imperial College, London, his 30-plus-years international career has encompassed operations/production, development, and exploration in both the senior & junior mining sectors. His considerable operational and project management experience includes senior positions with the development of (at that time) Anglo American Corporation’s Moab Khotsong Gold Mine, JCI’s South Deep Project and major expansions of Placer Dome’s/Goldcorp’s Musselwhite Mine.

· On March 1, 2021, the Company appointed Michael P. Leonard, CPA, CA as Chief Financial Officer. He was previously at Barrick Gold Corporation in a series of progressively senior financial leadership positions and brings a wealth of experience in investor relations and corporate global finance. He will fill a vital role for the Company’s strategy moving forward including use of state-of-the-art technology and development and implementation of financial models, financial controls and procedures for financial management.

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· On March 4, 2021, the Company, through Buckreef Gold, appointed Isaac Bisansaba and Gaston Mujwahuzi as Co-Acting General Managers for Buckreef, on an alternating basis. Mr. Bisansaba and Mr. Mujwahuzi are directly responsible for monitoring and improving the mining and processing operations at Buckreef Gold. Mr. Bisansaba has a BS.Geo, Masters in Mining Engineering, Mineral Resources Evaluation, and twenty years of experience in the gold mining industry. Mr. Mujwahuzi has a BS, Mineral Processing Engineering, and over sixteen years of experience in the gold mining industry. Collectively, their experience encompasses all aspects of gold mining operations, including managing mining, process plant and exploration activities. Their prior experience includes roles with AngloGold Ashanti, Barrick Gold, Teranga Gold, PanAust Limited and various consulting firms. Together, they possess the knowledge and experience Buckreef Gold requires going forward, as well as strong team leadership capabilities for safe, smooth and ongoing management of on-site operations.

· On March 17, 2021, the Company appointed Shubo Rakhit, CPA, CA to the Board of Directors of Tanzanian Gold Corporation. His 30+ year career has included positions at several large investment banks and advisory firms including Canada’s major bank owned investment banks, Bank of America Securities, KPMG Corporate Finance and Echelon Wealth Partners where he most recently served as Managing Director, Head of Mergers and Acquisitions.  His career includes leading over $80B of M&A transactions and over $100 billion of global capital markets issuance including many complex strategic and capital solutions. His background and experience will assist the Company in broadening its access to capital markets at a time of rapid growth for the organization.

· On April 27, 2021, TanGold announced that Mr. Sinclair turned 80 years old and retired as Executive Chairman to continue service as Chairman of the Board of Directors of the Company.

· On June 1, 2021, the Company appointed Khalaf Rashid as Senior Vice President, Tanzania and as Managing Director of the Company’s wholly owned subsidiary in Tanzania, Tanzam2000. Mr. Rashid is a Tanzanian citizen and resident and joins the TanGold Executive Team bringing a wealth of experience and family history in Tanzanian business, politics and Government that dates back to the formation of the country. He is highly respected and recognized in the business community having held senior executive positions in multiple sectors including industrials, education and marketing communications.

· The Company changed its nominees to the Buckreef Gold Board of Directors to: (i) Stephen Mullowney; (ii) Andrew Cheatle; (iii) Michael Leonard; and (iv) Shubo Rakhit to better reflect the new management team and vision for the Company. Stephen Mullowney was nominated Chairman of Buckreef Gold.

Financing

· As at August 31, 2021, the Company had cash of $13.4 million and net working capital of $8.0 million. After adjusting for $2.1 million in derivative liabilities, working capital on an adjusted basis is $10.1 million. This reflects a significant improvement in in overall liquidity and financial flexibility compared to August 31, 2020.

· On February 11, 2021, the Company completed the sale of 32,923,078 common shares together with warrants to purchase 16,461,539 common shares for $21.4 million in the aggregate. The common shares and warrants were issued at $0.65 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $0.80 for a period of five years from the issue date. The Company also issued 1,152,307 broker warrants with the same terms.

· On December 23, 2020, the Company completed the sale of 5,554,588 common shares together with warrants to purchase 2,777,268 common shares for $3.0 million in the aggregate. The common shares and warrants were issued at $0.54 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $1.50 for a period of three years from the issue date.

· During the year ended August 31, 2021, $7.0 million of Tranche A Convertible Debentures, representing the entire outstanding balance, were converted and retired resulting in the issuance of 12,150,447 common shares of the Company.

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ESG

· The Company is committed to working towards the highest ESG standards and has initiated several programs, whilst developing a broader framework and policies.

· Buckreef Gold’s operations:

o are connected to the Tanzanian national electricity grid and utilizes grid power which is sourced from hydroelectric facilities in Tanzania;

o recycles all water used in its operations;

o do not discharge water from its operations;

o workforce are 100% Tanzanian citizens;

o development and building activities are focused on maximizing local content;

o exhibit a ‘100 mile diet’ by procuring all food locally; and

o sulphide development is expected to utilize dry stack tailings.

· The Company is actively working with the Geita District Council and local Wards to collaboratively identify key programs that focus on short to long term educational needs, which in turn aligned with the Company’s local hiring practices, which includes STEM and gender goals.

· The Company, through Buckreef Gold procured and donated 300 school desks to the Kaseme Secondary School in Geita District. The desks were sourced from local artisans.

· The Company supports local procurement in all activities by first sourcing within the immediate wards, then out to district, region and nation. Only those items or services not available within country are purchased externally from Tanzania, first prioritizing East Africa, Africa and then globally.

Other

· A mine-based assay / chemical laboratory has been installed at Buckreef Gold. The laboratory has commenced test work and is in the process of being fully commissioned.

· The accommodations and camp facilities at Buckreef Gold have been upgraded and renovated during fiscal 2021.

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B. Business Overview

The Company’s main area of interest has been in the exploration and development of gold properties, with a primary focus on exploring for and developing gold properties in the United Republic of Tanzania (“Tanzania”). Tanzania remains the focus of the Company’s exploration and development activities. The Company’s primary asset is its interest in the Buckreef Gold Project.

References to the “Updated Mineral Resource Estimate for the Buckreef Gold Mine Project” are to the “NI 43-101 Technical Report: Updated Mineral Resource Estimate for the Buckreef Gold Mine Project, Tanzania, East Africa” prepared by Virimai Projects (“Virimai”), effective date May 15, 2020, is intended to comply with the requirements of subpart 1300 of Regulation S-K (the “SEC Mining Modernization Rules”) and Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”). The Mineral Resource Estimate for the Buckreef Gold Mine Project was filed as an exhibit to Form 6-K on June 23, 2020, as amended on July 20, 2021, and on Sedar on June 23, 2020. The mineral resource estimates contained in the Updated Mineral Resource Estimate for the Buckreef Gold Mine Project have an effective date of May 15, 2020 and have not been updated since that time. The Company believes that activity at the Buckreef Gold Mine Project subsequent to the effective date of the mineral resource estimates would not result in a material change to the information contained in the Updated Mineral Resource Estimate for the Buckreef Gold Mine Project report. The Company has no Proven or Probable Mineral Reserves. Wenceslaus Kutekwatekwa and Dr. Frank K Crundwell are the Qualified Persons who prepared the report. Neither Messrs Kutekwatekwa nor Crundwell, nor their company, Virimai, was an affiliate of or had an interest in the Company or had an interest in the Buckreef Gold Mine Project at the time of the report. A copy of the report is filed as Exhibit 96.1.

TanGold along with its joint venture partner, STAMICO is building a significant gold project at Buckreef in Tanzania that is based on an expanded Mineral Resource. Measured Mineral Resource is 19.98MT at 1.99g/t gold containing 1,281,161 ounces of gold and Indicated Mineral Resource is 15.89MT at 1.48g/t gold containing 755,119 ounces of gold for a combined tonnage of 35.88MT at 1.77g/t gold containing 2,036,280 ounces of gold. The Buckreef Gold Project also contains an Inferred Mineral Resource of 17.8MT at 1.11g/t gold for contained gold of 635,540 ounces 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, for more information.

Tanzanian Gold Corporation is advancing on three value-creation tracks:

1. Strengthening its balance sheet by expanding near-term production to 15,000 - 20,000 oz. of gold per year from the expanded 1,000+ tpd plant.

2. Advancing Sulphide Development that is substantially larger than previously modelled and targeting significant annual gold production.

3. Continuing with a drilling program to further test the potential of its property, exploration targets and Mineral Resource base by: (i) infill drilling to upgrade Mineral Resources currently in the Inferred category in Buckreef Main; (ii) step-out drilling in the northeast extension of Buckreef Main; (iii) infill drilling program of Buckreef West; (iv) develop exploration program for the newly discovered Anfield Zone; (v) upgrade historical resources at Bingwa and Tembo; (vi) identification of new prospects at Buckreef Gold Project and in the region.

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Plan of Operations

The map below shows the regional location of the Company’s primary property, the Buckreef Gold Project in Geita District, Tanzania.

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The map below shows the location of mainstay prospects that make up the Company’s Buckreef Gold Project in Geita District, Tanzania.

Regional Geological Setting

The Buckreef Project is situated within the Lake Victoria Goldfields (“LVG”) of northern Tanzania, which consists of a number of eastwest trending, linear, Archaean greenstone belts, which are separate granite-gneiss terrains within the Tanzanian Craton of east Africa. The LVG is the third largest gold producing region of Africa, surpassed only by the Witwatersrand Basin in South Africa and the Tarkwa region of Ghana. Numerous gold occurrences have been identified in the LVG, and new discoveries continue to be made. Since 1998, when the first mine, Golden Pride was commissioned, four additional large scale mines namely, Geita, Bulyanhulu, North Mara, and Tuluwaka have come into production.

The greenstone belts comprise mafic volcanics, pyritic sediments, tuffs, iron formation, chert, and felsic volcanics, collectively known as the Nyanzian Group. The metamorphic grade of the Nyanzian Group is lower to middle greenschist facies, and two major deformational episodes have been identified. Amphibolite facies metamorphic rocks are exposed in the western portions of the belt near Tulawaka Mine, but in general higher grade metamorphic complexes are rare.

The greenstone belt sequences have geological and structural similarities to major gold districts in the Canadian Shield (Val d´Or, Kirkland Lake) and the Yilgarn Craton in Western Australia (Kalgoorlie, Laverton, Leonora, Kambalda and Southern Cross).

Gold mineralization within the LVG occurs in a number of styles including:

· quartz veins within minor brittle lineaments, most commonly worked on a small scale by artisanal workers, due to their limited extent and erratic gold distribution;

· mineralization within major ductile shear zones;

· mineralization associated with replacement of iron formation and ferruginous sediments; and

· Felsic (porphyry) hosted mineralization, such as within the Rwamagaza Greenstone Belt (“RGB”).

It is accepted that structural control on the emplacement of the mineralization is critical. The following structural features have proven to be important foci of gold mineralization.

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Local Geological Setting

The Buckreef Project area covers the eastern portion of the east-west trending RGB, which forms part of the Sukumaland Greenstone Belt. The Sukumaland Greenstone Belt is oval shaped and is defined by two intermittently exposed belts of meta-volcanic and meta-sedimentary rocks that surround a core of granitoids and gneisses. The inner belt comprises an older, Lower Nyanzian sequence characterised by basaltic and andesitic lavas and tuffs, whilst the outer, younger, Upper Nyanzian succession consists of iron formation and tuffs. The understanding of the geology in the region has been hampered by the lack of outcrop (less than 2%). Isotopic dating suggests that the sequences are approximately 2.6Ga in age and although no contact between the outer and inner belts is exposed, a general trend of younging outwards is considered valid.

Within the Sukumaland Greenstone Belt, the RGB consists of a sequence of eastwest trending, poorly outcropping basaltic flows and overall the RGB varies in width from 5km to 10km. The mafic sequences consist of komatiitic basalts to the south and tholeitic basalts in the north, separated by the Rwamagaza Shear Zone. The basalts display well preserved volcanic features such as varioles, pillows, and flow top breccias Aeromagnetic data and minor outcrop, indicate the presence of a number of elongate discontinuous, serpentinised, sheared ultramafic bodies which parallel the flow stratigraphy and which could represent either intrusive bodies or the cumulate portions of thick, magnesium rich basaltic lava flows.

Two main clusters of felsic intrusions occur throughout the region and comprise large batholithic granites and porphyry intrusions. The RBG could possibly form part of a much larger mafic belt that has been dissected by the intrusion of large batholithic granites. Aeromagnetic surveys over the Project area indicate the presence of granites at depth. The RBG mafic-ultramafic sequence is strained to varying degrees, with the highest strain occurring in the central area of the Buckreef Gold Project tenements, where the belt is thinnest. In this area, the dominant rock type is mafic schist. Toward the thicker (less attenuated) eastern and western parts, the schists form thinner more discrete zones of high strain separating areas of relatively unstrained ultramafic lithologies. The granitoids are generally unstrained and hence assumed to be post peak deformation. A large portion of the basalts to the southeast of Nyarugusu are hornfelsed, suggesting the presence of granite at shallow depths beneath them.

Aeromagnetic data reveals several generations of crosscutting, late stage, brittle-ductile faults and shears, which offset flow stratigraphy and have locally been intruded by the felsic porphyries and by a late stage dolerite dykes. Early formed ductile structures are not easily defined in aeromagnetic data and there is evidence of shear zones that parallel the stratigraphy. The Project host rocks comprise meta-basalt, which is generally un-deformed but metamorphosed to lower greenschist facies grades. At Buckreef Prospect interflow units of predominantly pelitic and cherty sediments occur, as well as a variety of porphyritic textured, dyke and vein like felsic intrusions along crosscutting structures or sub-parallel to flow stratigraphy.

The RGB has been subjected to a phase of laterite formation, with formation of predominantly iron rich ferricrete caps, which were subsequently extensively eroded and only isolated remnants of laterite remain in situ. The high rainfall and sub-tropical climate have resulted in deep laterisation (30-40m depth. The RGB, in general, is covered by a thin layer of elluvial regolith, which is amenable to standard soil sampling techniques.

Buckreef Project: Exploration, Mine Development, Processing and Operations

The Company is focused on the Buckreef Gold Project located in the Geita District of the Geita Region south of Lake Victoria, approximately 110 km southwest of the City of Mwanza, Tanzania. The Buckreef Gold Project area can be accessed by ferry across Smiths Sound, via a tarred national road and, thereafter, via well maintained unpaved regional roads. The Buckreef Gold Project now comprises five deposits, namely Buckreef, Bingwa, Tembo, Eastern Porphyry and Anfield. The Buckreef Gold Project itself encompasses three main mineralized zones: Buckreef South, Buckreef Main and Buckreef North.

The Buckreef Gold Project is fully licensed for mining and the extraction of gold through SML04/92.

Mineral Resources and Mineral Reserves

The Company did not conduct any mineral reserve upgrade during the reporting period.

The Buckreef Project Mineral Reserve estimate is set out in the Updated Mineral Resource Estimate for the Buckreef Gold Mine Project, Tanzanian, East Africa, dated effective May 15, 2020 and filed on www.sedar.com on June 23, 2020.

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The Buckreef Project Mineral Resources currently are as follows:

	Measured			Indicated			Inferred			Total (Measured + Indicated)
	Tonnes	Grade	Au	Tonnes	Grade	Au	Tonnes	Grade	Au	Tonnes	Grade	Au
Area	MT	g/t	Oz	MT	g/t	Oz	MT	g/t	Oz	MT	g/t	Oz
Buckreef	19.98	1.99	1,281,160	15.89	1.48	755,120	17.82	1.11	635,540	35.88	1.77	2,036,280
Eastern Porphyry	0.09	1.20	3,366	1.02	1.17	38,339	1.24	1.39	55,380	1.10	1.18	41,705
Tembo	0.02	0.99	531	0.19	1.77	10,518	0.27	1.92	16,461	0.20	1.70	11,048
Bingwa	0.90	2.84	82,145	0.49	1.48	23,331	0.22	1.49	10,541	1.39	2.36	105,477
Total	20.99	2.03	1,367,202	17.59	1.46	827,308	19.55	1.14	717,922	38.57	1.77	2,194,510

Note: Main Zone at 0.4g/t cut-off, and Eastern Porphyry, Bingwa and Tembo at 0.5 g/t cut-off

Mineral Resources inclusive of Mineral Reserves

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability

All resources below 540mRL classified as inferred

Estimates over variable widths of 2 to 40m

Bulk Density ranges 2.0g/cm3 to 2.8g/cm3

55% attributable to the Company

Effective Date: May 15, 2020

Mineral Reserves remained as of the 2018 Pre-Feasibility Study and the Company is updating plans for Sulphide Development (updating the 2020 Mineral Resources in the process) to update the Mineral Reserves. The Buckreef Project pit-optimized mineral reserves as at August 31, 2021, are as summarized in the table below:

Buckreef Reserves	Tonnes	Grade	In Situ Gold Content
	(Mt)	Au (g/t)	Kg	oz
Proven-Stockpile	119,726	1.86	223	7,160
Proven	9,352,183	1.72	16,092	517,358
Probable	9,730,764	1.36	13,265	426,492
Mineral Reserves	19,202,673	1.54	29,580	951,010
1) Mineral reserves is inclusive of Mineral Reserve shapes, mining recovery, mining dilution and open pit preproduction development costs. Mineral Reserve estimates includes dilution.
2) Mineral reserve was estimated using CIM Standards on Mineral Resources and Reserves, Definitions (2004) and disclosed using NI 43-101 standards.
3) Containted metal may differ due to rounding

Highlights from the 2018 Pre-Feasibility Study include the following:

· Conventional open pit mining methods selected in pit designs;

· Over LoM, a total of 19.2Mt of ore with a strip ratio of 9.5:1 will be mined;

· Pre-existing stockpile (ROMPAD) ore totaling 119,726t grading 1.86g/t to be used for process plant commissioning;

· 0.951Moz of gold mined over the open-pit life of the project;

· 0.822Moz of gold will be produced over the open-pit life of the project;

· Initial capital cost outlay estimated at $76.5 million over three years and sustaining capital of $23.0 million, including closure costs;

· Cash operating costs of $735/oz produced; and

· At $1,300/oz Au price assumption, generation of a positive after-tax NPV of C$131.0 million at a 5% discount rate and an IRR of 74%.

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Buckreef Gold Exploration and Development

During the year ended August 31, 2021, total metres drilled: 5059.33m.

· 2,902.93m at Buckreef West (exploration)

· 244.40m at Buckreef Main (metallurgy)

· 1,912m at other (exploration)

Main Zone

‘Deep’ drilling was completed in Q1 2021. It is evident that 2-3 high grade shoots exist (dipping to the south) and that the deposit remains open at depth, as evidenced by the deepest drill holes, intersecting the Buckreef Shear Zone, and also confirming continuity of the ‘Buckreef Gold’ structure. The viability of underground mining will be examined as part of the sulphide project development program. The Company does not intend to drill additional deep holes at this time, as the continuity of the deposit at depth has been demonstrated.

Figure: Long Section of Buckreef Main Zone (View to the West) Showing 1m Composite Values and 2018 PFS Pit Outline

Buckreef West Drilling & Assay Results

Buckreef Gold concluded the drilling program on Buckreef West during Q2 2021 and full results are presented below, along with discussion and analysis.

A well pronounced sheared meta-basalt zone continued to be intersected with variable sulphide mineralization and mild to strong quartz-carbonate-sericite-pyrite alteration typical of the Buckreef Main Zone.

Highlights include:

· All reported intercepts are at shallow depth on a well-defined structure which is interpreted as a splay off the Buckreef Main Zone; and

· Over 400m of strike length has been drilled to date and the deposit remains open at depth and along strike in both directions.

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Figure: Buckreef West Assay Results

Buckreef West Prospect Assay Results
Hole ID	Hole Type	Drill Holes Location					Sample Depth		Width (m)	Assay Grade (gpt)	Lithology	Comment
		Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)
BWDD001	DD	390859.62	9658065.73	1229.65	306	-60	18.50	19.10	0.60	5.41	Qv	10% quartz veining
							20.60	21.50	0.90	4.28	Qv	10% quartz veining
BWDD002	DD	390839.06	9658079.40	1229.83	306	-60	20.75	21.70	0.95	4.22	Qv	10% quartz veining
							21.70	22.76	1.06	0.13	Qv	5% quartz veining
BWDD003	DD	390881.85	9658084.18	1229.48	306	-60	72.00	72.94	0.94	0.39	Qv	5% quartz veining
							72.94	73.50	0.56	0.34	Qv	5% quartz veining
BWDD004	DD	390860.55	9658098.41	1227.13	306	-60	33.00	34.00	1.00	0.56	Qv	5% quartz veining
							47.88	48.52	0.64	2.76	Qv	10% quartz veining
BWDD005	DD	390906.39	9658103.09	1227.26	306	-60	100.00	100.50	0.50	0.25	Sz	Shear zone with mild alteration
							111.00	111.57	0.57	0.37	Sz	Shear zone with mild alteration
BWDD006	DD	390873.37	9658126.40	1227.52	306	-60	45.69	51.00	5.31	4.92	Msz	Mineralised shear zone
							59.00	63.00	4.00	4.42	Msz	Mineralised shear zone
BWDD007	DD	390926.32	9658123.09	1227.37	306	-60	0.00	8.00	8.00	1.07	Msz	Mineralised shear zone
							17.00	22.00	5.00	1.08	Msz	Mineralised shear zone
							67.00	68.88	1.88	0.79	Qv	Quartz vein
BWDD011	DD	390931.72	9658154.19	1227.83	306	-60	57.00	58.60	1.60	0.72	Qv	Quartz vein
BWDD012	DD	391009.82	9658195.93	1227.96	306	-60	92.00	96.00	4.00	2.19	Msz	Mineralised shear zone
							98.43	104.00	5.57	4.95	Msz	Msz, incl 1.6m @ 13.5g/t Au
BWDD013	DD	390996.98	9658204.85	1228.29	306	-60	59.50	61.00	1.50	2.24	Msz	Mineralised shear zone
							64.00	72.00	8.00	0.68	Msz	Mineralised shear zone
BWDD014	DD	390982.64	9658214.77	1228.65	306	-60	29.00	31.00	2.00	0.22	Sz	Shear zone with mild alteration
							57.00	58.30	1.30	2.71	Qv	Quartz vein
							61.58	62.30	0.72	5.59	Qv	Quartz vein
BWDD015	DD	391042.14	9658204.22	1228.32	306	-60	86.94	89.12	2.18	1.24	Msz	Mineralised shear zone
							91.00	96.26	5.26	0.25	Sz	Shear zone with mild alteration
							105.12	107.61	2.49	1.34	Msz	Mineralised shear zone
BWDD016	DD	391025.89	9658215.86	1227.87	306	-60	62.25	66.00	3.75	0.19	Sz	Shear zone with mild alteration
							73.15	79.16	6.01	0.67	Sz	Shear zone with mild alteration incl 0.5m@3.59g/t Au
BWDD017	DD	391004.55	9658231.15	1227.87	306	-60	44.95	49.52	4.57	6.36	MSZ	Mineralised shear zone
BWDD018	DD	390852.68	9658141.72	1227.72	306	-60	44	51	7	2.03	Msz	Mineralised shear zone
							56	59.85	3.85	2.86	Msz	Mineralised shear zone
BWDD019	DD	391081.08	9658220.11	1230.83	306	-60	72.5	74	1.5	0.23	Sz	Shear zone with Mild alteration
BWDD021	DD	391065.81	9658230.83	1231.35	306	-60	55.3	56.5	1.2	3.96	Msz	Mineralised shear zone
BWDD022	DD	391093.67	9658249.83	1227.92	306	-60	9	11	2	0.92	Qv	Quartz vein
							41	47.3	6.3	2.99	Msz	Mineralised shear zone
BWDD023	DD	391114.48	9658258.98	1227.75	306	-60	17	22	5	1.038	Msz	Oxidised Mineralised shear zone
							27	28	1	1.545	Msz	Oxidised Mineralised shear zone
							37	44	7	0.56	Msz	Oxidised Mineralised shear zone
BWDD024	DD	391141.63	9658262.97	1227.19	306	-60	45	47	2	2.36	Msz	Mineralised shear zone
BWDD025	DD	391148.29	9658281.80	1227.19	306	-60	31	35	4	5.12	Msz	Mineralised shear zone
BWDD026	DD	391177.23	9658259.68	1226.52	306	-60	67	70	3	0.86	Msz	Mineralised shear zone
BWDD027	DD	391168.18	9658294.08	1226.80	306	-60	10	12	2	6.02	Msz	Mineralised shear zone. Incl 1m@10.95g/t Au
BWDD030	DD	390879.50	9658192.96	1228.41	306	-60	44.1	47.24	3.14	3.09	Msz	Mineralised shear zone
BWDD031	DD	390951.94	9658196.95	1228.44	306	-60	46.05	48.55	2.5	7.29	Msz	Mineralised shear zone
							96.32	96.82	0.5	3.14	Qv	Quartz vein
							106.68	107.2	0.52	4.46	Qv	Quartz vein

1. The sample chain of custody is managed by the Buckreef Gold geology team on site. Reported results are from diamond drilled core samples. Intervals of core to be analyzed are split into half using a mechanized core cutter, with one half sent to the Laboratory for geochemical analysis and the remaining half kept in storage for future reference and uses. Diamond drilled core has been a HQ size and recoveries are consistently 100% across all drill holes intercept reported.

2. Sampling and analytical procedures are subject to a comprehensive quality assurance and quality control program. The QAQC program involves insertion of duplicate samples, blanks and certified reference materials in the sample stream. Gold analyses are performed by standard fire assaying protocols using a 50-gram charge with atomic absorption (AAS) finish and a gravimetric finish performed for assays greater than 10 grams per tonne.

3. Sample preparation and analysis are performed by independent Nesch Mintech Laboratory in Mwanza, Tanzania. Nesch Mintech Laboratory is ISO17025 accredited and employs a Laboratory Information Management System for sample tracking, quality control and reporting.

4. The results summarized are from Buckreef west shear zone prospect. The prospect is about 200m western of known Buckreef Main Zone. The Intercepted shear zone from the drilling programme extend for over 450m strike length and results reported covers about 250m strike length of the shear zone. The intersections reported here are a down-hole length and may not represent true width, but the true width is estimated to be between 50% - 60%.

The spatial location of the mineralized intercepts is shown in the Figure below.

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Figure: Buckreef Main Shear Zone Deep Drilling Spatial Location of Mineralized Intercepts

Anfield Zone

Buckreef Gold discovered three closely spaced parallel, gold bearing structures at the Buckreef Project, collectively now known as the Anfield Zone.

Highlights from the newly discovered zone include:

· The new prospective gold mineralized zones, totaling a combined 2.9km strike length were identified through geological (field) mapping, sampling and examination of artisanal workings. (See Figures below)

· Grab samples of mineralized bed (fresh) rock have been assayed, with highlights of:

o 37.52 g/t

o 28.55 g/t (grab sample shown below)

o 14.42 g/t

· Located approximately 500m to the east of the Buckreef Main Zone

· Aligns with and trends towards the Eastern Porphyry Mineral Resource, and

· Follow-up field work and diamond drilling planned for remainder of 2021 and 2022.

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Figure: Mineralized Sample From Artisanal Shaft at Anfield Zone. Sample Assayed at 28.55 g/t

The discovery has been made through field / geological mapping of outcrops and scattered artisanal workings, with care being taken to differentiate between fresh rock mining and alluvial mining. Mapping was undertaken from March 2021 through to June 2021. The fresh rock samples, obtained from a deeper artisanal mine shaft, have all the hallmark characteristics of mineralization associated with the Buckreef Main Zone.

Multiple artisanal shafts have been mapped, most of which are currently flooded. From this mapping, three distinct mineralized zones all aligning with local mine scale shear fabric have been interpreted. The Anfield Zone is parallel to and is located approximately 500m to the east of the Buckreef Main Zone. Further, the trend aligns with the Eastern Porphyry Mineral Resource. (Measured and Indicated MR or 1. 1MT @ 1.18 g/t containing 41.7 k oz of gold, and an Inferred Mineral Resource of 1.24 MT @ 1.39 g/t containing 55.38 k oz of gold).

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Figure: Anfield Zone in Relation to Buckreef Main Zone

A small number of initial grab samples were collected from the Anfield Zone, specifically where a deeper shaft had been developed by artisanal miners. Assay results are shown in the table below:

ANFIELD PROSPECT SIGNIFICANT ASSAY RESULTS - JUNE 2021
Prospect_ID	Sample ID	Type	Location			Width (m)	Assay	Lithology	Comment
			Easting	Northing	Elevation		Grade (g/t)
Anfield Prospect	AN23452	Grab	391384	9657149	1212	N/a	5.48	MD	Crushed ore mined from the abandoned pit.
	AN23453	Grab	391192	9657172	1211	N/a	28.55	Msz	Strongly silicified, with grey quartz vein and overprinted by massive pyrite
	AN23454	Grab	391192	9657172	1211	N/a	1.47	Msz	Moderately sheared traversed by greyish quartz-py stringers
	AN23455	Grab	391192	9657172	1211	N/a	0.85	Msz	Mild sheard with moderate quartz-carbonate -pyrite

A second sampling campaign of grab samples was also undertaken in June 2021 to verify the initial high-grade results. Assay results are shown in the table below:

ANFIELD PROSPECT SIGNIFICANT ASSAY RESULTS - VERIFICATION TO THE FIRST SET - JUNE 2021
Prospect_ID	Sample ID	Type	Location			Width (m)	Assay	Lithology	Comment
			Easting	Northing	Elevation		Grade (g/t)
Anfield Prospect	AN23457	Grab	391192	9657172	1211	N/a	37.52	Msz	Strongly silicified, with grey quartz vein and overprinted by massive pyrite
	AN23458	Grab	391192	9657172	1211	N/a	<0.01	MD	Weakly sheared with quartz-Carb veins
	AN23459	Grab	391192	9657172	1211	N/a	14.42	Msz	Strongly silicified, with grey qv and fine grained disseminated sulphides
	AN23460	Grab	391192	9657172	1211	N/a	5.33	Msz	Moderately sheared traversed by greyish quartz-py stringers
	AN23461	Grab	391384	9657149	1212	N/a	5.28	MD	Crushed ore mined from the abandoned pit

Notes:

1. The sample chain of custody is managed by the Buckreef Geology Team on site. Reported results are from grab samples selected from piles of excavated rock located next to the abandoned artisan pits. The rock chips were carefully sampled by geologist and grouped based on the intensity of shearing, alteration and quartz veining.

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2. The samples were subjected by insertion of blank coarse materials to ensure quality assurance and quality control at this early stage of the program. Gold analyses are performed by standard fire assaying protocols using a 50-gram charge with atomic absorption (AAS) finish and a gravimetric finish performed for assays greater than 10 grams per tonne.

3. Sample preparation and analysis are performed by an independent laboratory.

4. The results summarized in this release are from Anfield Zone. The zone is about 200m East of and subparallel to known Buckreef Main Zone.

5. qv=quartz vein, py=pyrite, quart-Carb = quartz – carbonate vein.

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Mining Operations

During the year ended August 31, 2021, the starter pit continued to supply ore to the ROMPAD for operation of 120 tpd test plant. The stockpile campaign was undertaken during the year in preparation for the processing plant expansion to 360 tpd to ensure adequate plant feed and consistent throughput. Waste stripping during the year was undertaken to facilitate a Tailings Storage Facility (“TSF”) raise as well as enabling access to ore during operation of the expanded processing 360 tpd plant.

The mining statistics for the reporting period are as follows:

· Topsoil and Waste rock: 289,234t

· High-grade Oxide Ore: 19,860t @ 3.28g/t Au

· Medium-grade Oxide Ore: 11,465t @ 1.39g/t Au

· Low-grade Oxide Ore: 11,612t @ 0.8g/t Au, and

· Mineralized Waste: 998t @0.22g/t Au.

· The total ROMPAD stockpile balance (after plant feed reconciliation) of oxide ore materials from the starter pit as of 31st August 2021 stands at 24,466t @ 1.42g/t Au (1,116 oz) as follows (and tabulated below):

§ High Grade Ore: 5,871t @ 2.67g/t Au (504 oz),

§ Medium Grade Ore: 8,412t @ 1.26g/t Au (341 oz), and

§ Low Grade Ore: 10,182t @ 0.83g/t Au (272 oz).

· The historical ore stockpile material mined from the South as of 31st August 2021 stands at 119,675t @ 1.92g/t Au as follows:

§ Historical Ore (Pad 1, 2 & 3): 43,114t @ 0.58g/t Au (806 oz after re-assaying)

§ Historical Medium Grade Ore: 72,316 @ 1.39g/t Au (3,238 oz), and

§ Crusher Pad #(D1): 4,245t @ 3.86g/t Au (527 oz).

ROMPAD Stockpile	Unit	As at August 31, 2020	As at August 31, 2021
High Grade Ore	k tonnes	3.5	5.87
	g/t	3.7	2.67
	oz	412	504
Medium Grade Ore	k tonnes	8.8	8.41
	g/t	1.4	1.26
	oz	401	341
Low Grade Ore	k tonnes	12.8	10.18
	g/t	0.8	0.83
	oz	346	272

Pilot (Test) Process Plant Operations

Ore milled was 28,648t (dry) with average blended grade of 2.22 g/t Au at an average throughput rate of 3.72 t/h with a test mill operational utilization was 87.8% for the reporting period to 31^st August 2021.

· As of 31^st, August 2021, gold Dore totaling 45,500g with an average purity of 91.6% purity (1,340 ozs of fine Au) was smelted and sold during the reporting period. The gold-in-circuit (excluding smelted Dore) was estimated to be 355 oz (the CIL closing inventory)

· During the test phase, effectively a bulk sample, gold recoveries ranged from approximately 80% to 90%. Ultimately, the test phase was successful in consistently achieving 90% gold recovery through achieving a grind size (80% passing 75µ, and 30 hours CIL tank retention time)

· Key mine and test plant processing statistics are outlined below.

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Select Operating Information	Unit	Three months ended August 31, 2021	Twelve months ended August 31, 2021
Ore Mined	k tonnes	8	44
Waste Mined	k tonnes	2	289
Total Mined	k tonnes	9	333
Mining Rate	tpd	1,072	2,209
Mining Cost (Variable)	US$/t	$  2.51	$  2.22
Test Plant Ore Milled	k tonnes	5.6	28.6
Head Grade	g/t	2.68	2.22
Test Plant Mill Utilization	%	92.8%	94.5%
Test Plant Recovery Rate1	%	Achieved 90% gold recovery at 120 tpd test plant
Test Plant Milling Cost (Fixed)	US$ ('000s)	$   105	$   335
Test Plant Milling Cost (Variable)	US$/t	$12.34	$11.22
Test Plant Mill Throughput	tpd	61	78
Gold Ounces Produced	oz	396	1,836
Gold Ounces Sold	oz	443	1,405
1Grindability of 85% passing 75µ (microns) screen aperture and retention times averaging 33 hours

Sulphide Development – Preliminary Metallurgical Results

An independent consulting firm was retained to complete initial metallurgical test work on the sulphide component of the mineral resource, this work is now complete. As part of the study, three diamond core samples taken from the fresh rock (‘sulphide’ mineral resource) of the Buckreef Gold deposit were submitted for the study.

A metallurgical firm will be commissioned to undertake the metallurgical variability phase for Buckreef Gold which will encompass the first 5-7 years of production from the sulphide operation at Buckreef Gold. The study highlights include:

ü The following intercepts and gold recoveries have been confirmed in the report:

§ MC01: 0.54 g/t Au over 78.88m – 94.1%

§ MC02: 19.4 g/t Au over 27.99m – 95.4%

§ MC03: 1.71 g/t Au over 52.53m – 85.3%

ü A straightforward flowsheet consisting of:

§ Primary grinding to P80 = ~100-150 µm

§ Rougher flotation

§ Regrind of the rougher concentrate to ~15-20 µm (P80)

§ Cyanide leaching of the reground flotation concentrate

§ Cyanide leaching of the flotation tailing

ü No refractory association of gold with arsenic sulphide was detected

ü The samples tested did not exhibit any preg-robbing or other refractory characteristics

ü Clean tailings, high probability of mine tailings not being acid generating, confirming the approach of dry stack tailings going forward, and

ü Further opportunities to improve gold extraction from MC03 have been identified through diagnostic leach testing.

In 2020, three diamond drill holes were completed for the purposes of initial, modern era metallurgical test work. Diamond drill hole details are tabulated below:

Buckreef Main Metallurgy samples
Hole ID	Hole Type	Composite	Drill Holes Location					Sample Depth		Width (m)	Grade (g/t)	Recovery %	Comment
		ID	Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)
BMMT001	DD	MC01	391562.00	9658608.00	1220.00	303	-72	77.50	156.80	78.88	0.54	94.1	Partial to completely altered mineralised shear zone
													5% quartz veining
BMMT002	DD	MC02	391320.00	9658036.00	1223.00	307	-69	239.9	267.89	27.99	19.4	95.4	Partial to completely altered mineralised shear zone
BMMT003	DD	MC03	391593.00	9658358.00	1217.00	310	-63	222.81	275.34	52.53	1.71	85.3	Partial to completely altered mineralised shear zone
													with minor graphitic altered fractutured surfaces
The sample chain of custody was managed by SGS Tanzania team, as per local sample export regulations. Reported results are from composite diamond drilled core samples.  Intervals of core for metallurgical testwork analyzed are full HQ core size.  Diamond drilled core has been a HQ size and recoveries are consistently 100% across all drill holes intercept reported.
Sampling and analytical procedures are subject to a comprehensive quality assurance and quality control program. The QAQC program involves insertion of duplicate samples, blanks and certified reference materials in the sample stream. Gold analyses are performed by screened metallics assaying protocols.
Interval represents drilled length in meters, and not true width
Sample Preparation and analysis are performed by independent SGS (Lakefield) Laboratory, Ontario, Canada

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The samples were extracted as fresh drill core from areas/zones with known lithologies from within the current project’s open pit limit. The samples were selected by TanGold and confirmed by an independent geological services group that worked together doing the metallurgical sample selection. The investigation included ore characterization, comminution, mineralogy, head analyses, and potential for gold preg-robbing, and evaluated the amenability of the three samples to two primary processing flowsheet options, that incorporate comminution (crushing and grinding), gravity separation, flotation and cyanidation unit operations.

Figure: Sulphide Sample Flowsheet

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History

The LVG was discovered in 1894 by German explorers and significant exploitation began in the 1930s at the Geita Gold Mine. Several small gold mines exploiting near surface ‘reefs’, operated throughout the RGB, particularly near the village of Rwamagaza. By 1940, Tanzania was producing 4.5tpa of Au.

Gold bearing quartz veins were reported from the current Buckreef Mine area in 1945 and reports from the 1950s attest to ongoing production at a number of localities near Rwamagaza, including the Buckreef area. The extent of the small scale local and colonial mining activities is evident from the numerous pits and adits covering the entire Buckreef tenement; however, no production figures are available.

Buckreef History Synopsis (prior 3 years)

Year	Operator	Work Performed
2017-2018	Tanzanian Gold	Applied for and received offer letter for a 10-year renewal of the Buckreef Special Mining License. Published NI 43-101 compliant Updated Mining Reserve Estimate and Economic Feasibility.
2019	Tanzanian Gold	Carried out first phase of three-phase drill program. Phase I infill drilling, primarily by RC was to increase in-pit mineable reserves and has been completed. Phase II is below open pit bottom primarily by diamond drilling to explore continuity of ore zones and had commenced before fiscal year end 2019 and expected to be completed in Q1 2010. Phase III is in final planning stages and will be commenced upon completion of Phase II. Geophysical survey has been completed; new surface map has been published; new interpretation of northwest extension; and metallurgical and rock mechanics testing.
2020	Tanzanian Gold	Drilled 29,868m split as 4,868m (RC), 14,351M (Grade control RC) and 10,649m (diamond core including 3 metallurgical test-work drill holes). New mineral resource model completed and an NI43-101 compliant Independent Mineral Resource Update Technical Report for the Buckreef Project published (effective June 2020). Commenced oxide ore mining on the Buckreef prospect and metallurgical and rock mechanics testing. Commenced 120 tpd pilot processing plant at site.
2021	Tanzanian Gold	Completed metallurgical work with excellent recoveries of over 90% and ran 120 tpd day test plant, ultimately achieving 90% recoveries in the oxide deposit. Started 360 tpd processing plant construction. Drilled 5,059m in exploration and metallurgical holes. Discovered Buckreef West and Anfield Zones. Refer to highlights below for details.

Highlights for reporting period ending August 31^st, 2021:

· Reported zero lost time injuries, zero medical aid incidents and no reportable environmental or community incidents in 2021.

· Completed construction of a 360 tpd processing plant expansion in October 2021, in line with scheduled completion date of late September/October 2021 at a capital cost of US$1.6 million, within guidance.

· Continued to advance plans to advance a 1,000+ tpd operation with an expected completion date of Q2/Q3 2022.

· Successfully operated 120 tpd test plant achieving objectives related to oxide mill feed grind, processing of clays, retention times and optimized recovery rates (90%). The testing phase was completed in September 2021. Produced 1,836 ounces of pure gold from the 120 tpd test plant.

· Currently evaluating mine plans for the oxide deposit to improve on metrics, such as strip ratio, as production commences.

· Engaged third party contractor to mine ore, waste and tailings storage facility at Buckreef. Successfully completed two blasts in high grade areas enabling access to high grade ore blocks.

· Successfully completed land compensation survey and expect to complete land compensation by the end of 2021.

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· Engaged STAMICO for diamond drilling services for a 10,000 meter program, covering:

ü PQ/HQ size holes for testing metallurgical variability in the top 150 meters of the sulphide deposit;

ü Infill drilling on the inferred mineral resource, which if successful will upgrade that resource to the indicated mineral resource category, and;

ü Exploration of the Main Zone deposit to the north-east / south-west, and to commence drilling on the recently discovered Anfield Zone.

· Metallurgical program of 18 holes (2,337 meters) has been completed and the holes are being logged in preparation for shipment for metallurgical testing. The drill program has now switched to the exploration phase.

Joint Venture Ownership Structure (Buckreef Gold)

On December 16, 2010, the Company signed a binding Heads of Agreement with STAMICO setting forth the key terms to develop the Buckreef Project for which the Company paid STAMICO $3 million. On October 25, 2011, Tanzam, a wholly owned subsidiary of the Company, entered into a Definitive Joint Venture Agreement for Re-Development of the Buckreef Gold Mine with STAMICO. Under the Joint Venture Agreement, Tanzam holds a 55% interest and STAMICO holds the remaining 45% interest in the joint venture company called Buckreef Gold Company Limited (“BGC Ltd.”).

Through Tanzam, the Company has 100% control over all aspects of the joint venture. In accordance with the joint venture agreement, the Company has to arrange financing, incur expenditures, make all decisions and operate the mine in the future.

The joint venture agreement contains a penalty clause related to the original commissioning date for the plant. The clause only became effective in the event the plant was not brought into commercial production before a specified future date. During the year ended August 31, 2021, the Company settled the delay penalty of $0.75 million for the third extension year and agreed to pay in 6 monthly installments of $0.125 million with retrospective effect from January to June 2021. During 2021 the Company paid the final installments and STAMICO shall have no further claim related to delay penalties.

The Company has recognized a non-controlling interest (NCI) in respect of STAMICO’s 45% interest in its consolidated financial statements based on the initial payment by the Company to STAMICO and will be adjusted based on annual exploration and related expenditures.

There is a Board of Directors comprised of four directors of Tanzam and three directors of STAMICO, who are updated with periodic reports, review and approve major project development decisions. Amounts paid to STAMICO and subsequent expenditures on the property are capitalized by the Company to mineral properties or inventory for costs directly related to the extraction and processing of ore and reported under BGC Ltd.

Licenses

Buckreef Gold Project JV

At the end of Q4 2021, the Buckreef Gold Project comprises the active licenses covering a surface area of 21.64km²:

· PL (9968/14) and,

· SML(04/92).

To maintain existing site mining and exploration licenses, the Company is required to pay annual license fees. As at August 31, 2021 these licenses remained in good standing and the Company is up to date on license payments.

The Buckreef Gold JV also comprises 12 other PLs (including Buziba) whose 8-year tenure expired in 2018. On the Ministry of Minerals License Portal record, the license status and statutory liabilities are shown as being ‘held’ by BGCL. The Company continues to work with STAMICO and the Mining Commission for these licenses to be retained and explored by (BGCL).

Buziba Project

In light of the Company’s focus on the Buckreef Project, there has been no fieldwork conducted on the Buziba Project during the past fiscal year. The project is currently in the care and maintenance stage with a small security team present at the site.

Other properties

The Company paid license fees in arrears of $0.3 million and as at August 31, 2021 all licenses are in good standing.

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No exploration work was conducted on any other license holdings during the reporting period. A brief description of other work undertaken is summarized in the section below.

Itetemia Property

During 2019 the Company received a notice of rejection of the mining license application for Itetamia, for failure to have complied with regulations. The Company disagreed the notice sent by the government, followed due process under Tanzanian law, as such, the Company filed an appeal to this notification. Company management has carefully considered the case in the context of Tanzanian Mining Law, the spirit of cooperation and the interests of the country’s mining sector. Consequently, on February 26, 2021, the appeal was withdrawn, and the Company has no intention to institute any other legal proceedings on this matter. The Itetemia Project has now been relinquished.

Kigosi Project

During 2019 the Company received a notice of cancellation of mining license relating to the Kigosi Mining License for failure to satisfy the issues raised in the default notice. The Company has disagreed the notice sent by the government followed due process under Tanzanian law, as such, the Company filed an appeal to this notification which was dismissed with costs. The Company respects the decision of the Court and has no intention to challenge the decision made. Furthermore, the Company has assured the Mining Commission of its intention to pursue a positive partnership with the Government of the United Republic of Tanzania for the interest of furthering the country’s mining sector and ongoing wildlife conservation. The Kigosi Project has now been relinquished.

Luhala Project (PL8937/2013 held under TanCan)

The Luhala property is located in Misungwi District of Mwanza Region of Tanzania. It lies approximately 70 kilometres south of the City of Mwanza. The Luhala prospecting licenses are in good standing with respect to required filings and payments with the Government of Tanzania.

Application to renew the license has been made and the renewal is pending.

Lunguya (PL10145/2014 under Tanzam)

The Lunguya Property is located in the Kahama District of Tanzania. The Lunguya Property is situated in the LVG, approximately 100 kms by air to the southwest of Mwanza and about 15 kms south of Bulyanhulu.

The renewal license application has been submitted and renewal of the license is pending.

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C. Organizational Structure

The Company has the following seven subsidiaries:

Name of Subsidiary	Jurisdiction of Incorporation	Percentage &Type of Securities Owned or Controlled by Company
		Voting Securities Held	Non-Voting Securities
Itetemia Mining Company Limited	United Republic of Tanzania	90%(1) common shares	N/A
Lunguya Mining Company Ltd.	United Republic of Tanzania	60%(2) common shares	N/A
Tancan Mining Company Limited	United Republic of Tanzania	100% common shares	N/A
Tanzania American International Development Corporation 2000 Limited	United Republic of Tanzania	100% common shares	N/A
Buckreef Gold Company Limited (BGCL)	United Republic of Tanzania	55%(3) common shares	N/A
Northwest Basemetals Company Limited	United Republic of Tanzania	75%(4) common shares	N/A
BGCL/AGC Joint Venture (6)	United Republic of Tanzania	40%(5) common shares	N/A

 ⁽¹⁾ The remaining 10% interest is held by STAMICO.

 ⁽²⁾ The remaining 40% interest is held by Northern Mining and Consultancy Company Ltd.

 ⁽³⁾ The remaining 45% interest is held by STAMICO.

 ⁽⁴⁾ The remaining interest is held 15% by STAMICO and 10% by Songshan Mining Company.

 ⁽⁵⁾ The remaining interest is held 60% by Allied Gold Corp. of United Arab Emirates.

 ⁽⁶⁾ Joint venture letter of intent signed and subject to final approval.

D. Mineral Properties Expenditures

All direct costs related to the acquisition and exploration and development of specific properties are capitalized as incurred. The Company has incurred total net costs (after recoveries, if any) of $7.6 million on the Buckreef Gold Project for the year ended August 31, 2021.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

This discussion and analysis of the operating results and the financial position of the Company for the years ended August 31, 2021, 2020, and 2019 and should be read in conjunction with the consolidated financial statements and the related notes attached hereto as Exhibit 15.1 and 15.2.

A. Operating Results

A discussion regarding management’s discussion and analysis is incorporated by reference to Exhibit 15.2.

Critical accounting policies

Mineral Properties

All direct costs related to the acquisition and exploration and development of specific properties are capitalized as incurred. If a property is brought into production, these costs will be amortized against the income generated from the property. If a property is abandoned, sold or impaired, an appropriate charge will be made to the statement of comprehensive loss at the date of such impairment. Discretionary option payments arising on the acquisition of mining properties are only recognized when paid. Amounts received from other parties to earn an interest in the Company's mining properties are applied as a reduction of the mining property and deferred exploration and development costs until all capitalized costs are recovered at which time additional reimbursements are recorded in the statement of comprehensive loss, except for administrative reimbursements which are credited to operations.

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Consequential revenue from the sale of metals, extracted during the Company's test mining activities, is recognized on the date the mineral concentrate level is agreed upon by the Company and customer, as this coincides with the transfer of title, the risk of ownership, the determination of the amount due under the terms of settlement contracts the Company has with its customer, and collection is reasonably assured. Revenues from properties earned prior to the commercial production stage are deducted from capitalized costs.

The amounts shown for mining claims and related deferred costs represent costs incurred to date, less amounts expensed or written off, reimbursements and revenue, and do not necessarily reflect present or future values of the particular properties. The recoverability of these costs is dependent upon discovery of economically recoverable reserves and future production or proceeds from the disposition thereof.

The Company reviews the carrying value of a mineral exploration property when events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value of the property exceeds its fair value, the property will be written down to fair value with the provision charged against operations in the year of impairment. An impairment is also recorded when management determines that it will discontinue exploration or development on a property or when exploration rights or permits expire.

Ownership in mineral properties involves certain risks due to the difficulties in determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral interests. The Company has investigated the ownership of its mineral properties and, to the best of its knowledge, ownership of its interests are in good standing.

Capitalized mineral property exploration costs are those directly attributable costs related to the search for, and evaluation of mineral resources that are incurred after the Company has obtained legal rights to explore a mineral property and before the technical feasibility and commercial viability of a mineral reserve are demonstrable. Any costs incurred prior to obtaining the legal right to explore a mineral property are expensed as incurred. Field overhead costs directly related to exploration are capitalized and allocated to mineral properties explored. All other overhead and administration costs are expensed as incurred.

Once an economically viable reserve has been determined for a property and a decision has been made to proceed with development has been approved, acquisition, exploration and development costs previously capitalized to the mineral property are first tested for impairment and then classified as property, plant and equipment under construction.

Impairment of Long-lived Assets

At each date of the statement of financial position, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the assets belong.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of comprehensive loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.

The Company’s most critical accounting estimate relates to the impairment of mineral properties and deferred exploration costs. Management assesses impairment of its exploration prospects quarterly. If an impairment results, the capitalized costs associated with the related project or area of interest are charged to expense.

Asset Retirement Obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of mineral properties and property, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement obligation is added to the carrying amount of the related asset and the cost is amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.

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Financial Instruments

Fair Value of Financial Instruments

Trade and Other Receivables and cash are classified as loans and receivables, which are measured at amortized cost. Trade and other payables, leases payable, convertible loans and gold bullion loans are classified as other financial liabilities, which are measured at amortized cost. Fair value of trade and other payables and convertible loans are determined from transaction values that are not based on observable market data.

The carrying value of the Company’s cash, other receivables, trade and other payables approximate their fair value due to the relatively short term nature of these instruments.

Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Company classifies its financial instruments carried at fair value according to a three level hierarchy that reflects the significance of the inputs used in making the fair value measurements.

The three levels of fair value hierarchy are as follows:

· Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities

· Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly

· Level 3 – Inputs for assets or liabilities that are not based on observable market data.

As at August 31, 2021 and 2020, cash and cash equivalents were recorded at fair value under level 1 within the fair value hierarchy.

The carrying value of cash and cash equivalents, other receivables, accounts payable and accrued liabilities, leases payable, convertible loans and gold bullion loans approximate fair value because of the limited terms of these instruments.

A summary of the Company's risk exposures as they relate to financial instruments are reflected below:

Credit Risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on the cash balances at the bank and accounts and other receivables and the carrying value of those accounts represent the Company’s maximum exposure to credit risk. The Company’s cash and cash equivalents and short-term bank investments are with Schedule 1 banks or equivalents. The accounts and other receivables consist of GST/HST and VAT receivable from the various government agencies and amounts due from related parties. The Company has not recorded an impairment or allowance for credit risk as at August 31, 2021 or August 31, 2020.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company’s bank accounts earn interest income at variable rates. The bullion loan carries a fixed rate of interest. The Company’s future interest income is exposed to changes in short-term rates. As at August 31, 2021, a 1% increase/decrease in interest rates would decrease/increase net loss for the period by approximately $0.1 million (August 31, 2020 - $0.04 million).

Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at August 31, 2021, the Company had current assets of $15.4 million (August 31, 2020 - $5.4 million) and current liabilities of $7.4 million (August 31, 2020 - $10.6 million). All of the Company’s trade payables and receivables have contractual maturities of less than 90 days and are subject to normal trade terms. Current working capital of the Company is $8.0 million (August 31, 2020 - $5.2 million deficiency). The Company will require additional financing in order to conduct its planned work programs on mineral properties and the development and construction of the Buckreef Gold Project, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.

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Foreign Currency Risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company has offices in Canada, USA, and Tanzania, but holds cash mainly in Canadian and United States currencies. A significant change in the currency exchange rates between the US dollar relative to Canadian dollar and Tanzanian shillings could have an effect on the Company’s results of operations, financial position, or cash flows. At August 31, 2021, the Company had no hedging agreements in place with respect to foreign exchange rates. As a majority of the transactions of the Company are denominated in US and Tanzanian Shilling currencies, movements in the foreign exchange rates are not expected to have a material impact on the statements of comprehensive loss.

B. Liquidity and Capital Resources

Please see management’s discussion and analysis that is incorporated by reference to Exhibit 15.2.

C. Research and Development, Patents and License, etc.

Please see management’s discussion and analysis that is incorporated by reference to Exhibit 15.2.

D. Trend Information

Please see management’s discussion and analysis that is incorporated by reference to Exhibit 15.2.

E. Critical Accounting Estimates

Assessment of Recoverability of Mineral Property Costs

The deferred cost of mineral properties and their related development costs are deferred until the properties are placed into production, sold or abandoned. These costs will be amortized over the estimated useful life of the properties following the commencement of production. Cost includes both the cash consideration as well as the fair market value of any securities issued on the acquisition of mineral properties. Properties acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. The proceeds from property options granted reduce the cost of the related property and any excess over cost is applied to income the Company’s recorded value of its exploration properties is based on historical costs that expect to be recovered in the future. The Company’s recoverability evaluation is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale.

Assessment of Recoverability of Deferred Income Tax Assets

The Company follows the balance sheet method of accounting for income taxes. Under this method, deferred tax liabilities and assets are recognized for the estimated tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax liabilities and assets are measured using substantively enacted tax rates. The effect on the deferred tax liabilities and assets of a change in tax rates is recognized in the period that the change occurs. Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that is probable that taxable profit will be available against which the deductible temporary difference and the carry forward of unused credits and unused tax losses can be utilized. In preparing the consolidated financial statements, the Company is required to estimate its income tax obligations. This process involves estimating the actual tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. The Company assesses, based on all available evidence, the likelihood that the deferred income tax assets will be recovered from future taxable income and, to the extent that recovery cannot be considered probable, the deferred tax asset is not recognized.

Estimate of Share Based Payments, Warrant Liability, Embedded Derivatives Associated Assumptions

The Company recorded share-based payments based on an estimate of the fair value on the grant date of share based payments issued and reviews its foreign currency denominated warrants each period based on their fair value. The accounting required for the warrant liability and the derivative liability embedded in the gold bullion loan requires estimates of interest rate, life of the warrant, stock price volatility and the application of the Black-Scholes option pricing model. See note 12 of the August 31, 2021 audited consolidated financial statements for full disclosure.

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Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The following is a list of the Company’s current directors and officers. The directors named below were elected or re-elected by the Company’s shareholders on February 27, 2020, with the exception of Shubo Rakhit, who was appointed as a director on March 15, 2021. There are no family relationships between the directors and officers.

Name, Municipality of Residence and Position with the Company	Principal occupation or employment and, if not a previously elected director, occupation during the past 5 years	Served as a Director Continuously Since
Stephen Mullowney Mississauga, Ontario Chief Executive Officer and Director	CEO of the Company since December 2020, former Partner and Managing Director at PricewaterhouseCoopers LLP (PwC).	February 2021
James E. Sinclair Sharon, Connecticut Chair and Director	Chair and Director, former CEO of the Company	April 30, 2002
Dr. Norman Betts Fredericton, New Brunswick Director	Associate Professor, Faculty of Business Administration, University of New Brunswick and a Chartered Accountant Fellow	January 4, 2005
Dr. William Harvey Sharon, Connecticut Director	Clinical Psychologist	April 30, 2002
Rosalind Morrow Toronto, Ontario Director	Retired lawyer; previously, Partner, Borden Ladner Gervais LLP	October 20, 2003
Andrew Cheatle Toronto, Ontario Director	Mining executive, geoscientist, and director. Mr. Cheatle is currently also a Non-Executive Director of Condor Gold plc and Troilus Gold Corp.	October 29, 2020
Shubo Rakhit Mississauga, Ontario Director	Corporate finance professional; previously, Managing Director, Head of Mergers and Acquisition with Echelon Wealth Partners.	March 15, 2021
Michael Leonard Oakville, Ontario Chief Financial Officer	Chartered Professional Accountant, with extensive experience in corporate global finance and investor relations with Barrick Gold Corporation.	Officer only
Donna M. Moroney Vancouver, BC Corporate Secretary	President and Owner of Wiklow Corporate Services Inc.	Officer only
Khalaf Rashid Tanzanian Senior Vice President	Senior Vice President, Tanzania	Officer only

Directors and Senior Management

Stephen Mullowney, BBA, CPA, CA, CFA Chief Executive Officer, TanGold and Buckreef Gold Director

Mr. Mullowney was appointed as CEO of the Company in December 2020. He is a former Partner and Managing Director at PricewaterhouseCoopers LLP (PwC), where he led PwC Canada’s Deals Mining Group for more than ten years. He has an extensive mining background, working with miners, governments, and institutional investors across the world and supporting them in making key strategic business, financing, and policy decisions. Mr. Mullowney is a CPA, CA, CFA and holds a BBA from Acadia University. Mr. Mullowney, age 45, devotes 100% of his time in the role of Chief Executive Officer for the Company.

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James E. Sinclair, Chair and TanGold Director

Mr. Sinclair is the Chair and a director of the Company. He was also previously served as CEO. Mr. Sinclair, age 80, devotes his full time to the business and affairs of the Company.

Mr. Sinclair is a precious metals specialist, commodities and foreign currency trader, and a respected minerals industry executive. He founded the Sinclair Group of Companies in 1977 which offered full brokerage services in stocks, bonds, and other investment vehicles. The companies, which operated branches in New York, Kansas City, Toronto, Chicago, London and Geneva, were sold in 1983. From 1981 to 1984, Mr. Sinclair served as a Precious Metals Advisor to Hunt Oil and the Hunt family for the liquidation of their silver position as a prerequisite for a $1 billion loan arranged by the Chair of the Federal Reserve, Paul Volcker. He was also a General Partner and Member of the Executive Committee of two New York Stock Exchange firms and President of Sinclair Global Clearing Corporation and Global Arbitrage, a derivative dealer in metals and currencies.

Mr. Sinclair has authored numerous magazine articles and three books dealing with a variety of investment subjects including precious metals, trading strategies and geopolitical events, and their relationship to world economics and the markets. He maintains a high public profile and his commentary on gold and other financial issues garners extensive media attention at home and abroad. Mr. Sinclair is Executive Chair of the Advisory Board to the Singapore Precious Metals Exchange, a physical metal exchange.

Dr. Norman Betts, Ph.D., FCPA, FCA, TanGold Director

Dr. Betts’ is a seasoned professional whose 30 year plus career has spanned the private sector, academia and public service. As a Fellow Chartered Accountant (FCA; FCPA) and member of the Institute of Corporate Director's (ICD.D), he has served on the boards of the Bank of Canada, Export Development Canada, Tembec Inc, Starfield Resources, and Minacs Inc, among others. He holds a PhD (1991) in Management (Accounting and Finance) from Queen’s University and retired as a Professor in the Faculty of Business Administration at the University of New Brunswick in June 2019. From 1999-2003 Dr. Betts served as a Member of the Legislative Assembly of the Province of New Brunswick and held portfolios including Minister of Finance and Minister of Business New Brunswick. He is currently an active director and chairs the audit committees of Biotricity inc, Mimi’s Rock Inc, Adex Mining Inc, 49 North Resources Inc and is a director of Intellipharmaceutics. Dr. Betts is 67 years old and lives in Fredericton, New Brunswick. He devotes approximately 10% of his time to the affairs of the company.

Dr. William Harvey, B.A., Ph.D., TanGold Director

Dr. Harvey is a Clinical Psychologist, who for over thirty years has served as a consultant and technical expert on matters relating to substance abuse prevention and mental health promotion to a wide variety of private and governmental programs and agencies in the United States. These include the National Institute of Drug Abuse, the National Institute of Alcoholism and Alcohol Abuse, the Office of Juvenile Justice & Delinquency Prevention, and the National Mental Health Association. He was an Adjunct Professor in the Department of Sociology at Washington University, and a Senior Research Scientist at the Missouri Institute of Mental Health, University of Missouri. He continues to be involved in the formulation of new programs and policies aimed at the betterment of society. Dr. Harvey will continue to expand the role which the Company has at the local level to ensure that stakeholder interests are addressed. Dr. Harvey, age 88, devotes approximately 10% of his time to the business and affairs of the Company.

Rosalind Morrow, B.A., B.Ed., A.R.C.T, LL.B., TanGold Director

A graduate of Trinity College, Toronto, the Royal Conservatory of Music of Toronto, the University of Toronto Faculty of Education (French immersion specialist) and the University of Toronto Law School, prior to her retirement, Ms. Morrow specialized in corporate and securities law with a particular emphasis on financings, including government and structured finance, corporate governance and mergers and acquisitions. She has advised Canadian and international corporations on a number of major projects in the financial, communications and resource sectors. Ms. Morrow is a former member of the Securities Advisory Committee to the Ontario Securities Commission. A past president of the Women’s Law Association of Ontario and recipient of its President’s Award, Ms. Morrow served on the Board of Governors of Trent University where she was a member of its Executive Committee and Chair of its Nominating and Governance Committee. In 2018, Ms. Morrow chaired Trent University’s Special Review Committee on colleges. She is a director and past Chair of The Toronto and Region Conservation Foundation, the charitable arm of the Toronto and Region Conservation Authority, one of the largest environmental organizations in North America, dedicated to the preservation of a green environment in the Toronto region. Ms. Morrow, age 67, devotes approximately 10% of her time to the business and affairs of the Company.

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Andrew Cheatle, P.Geo., MBA, FGS, FGC, ARSM, Chief Operating Officer, TanGold and Buckreef Gold Director

Mr. Cheatle is a purpose driven C-suite leader, executive and director within the mining industry. His track record of achieving company growth, turnarounds, and capital raising is combined with a strong understanding of equity & project financing, technical assessments, mergers & acquisitions, capital markets, ESG requirements and geopolitical risk. He draws on his vast global network of other CEO’s, investors, industry experts, government and civil society for maximum benefit to each undertaking; in particular he has a strong network of and relationships with investors and capital funds based in London, Toronto and Zurich. As a sought-after trusted advisor to executive boards, investment funds / mining analysts and ministerial level government officials, his gravitas is demonstrated through receiving awards, high profile positions and engagement with leading contemporaries in thought leadership. This is coupled with a public persona comfortable interacting with stakeholders from investors, grass-roots level (such as artisanal miners), through to speaking with audiences at the World Bank and the United Nations. A graduate of the Royal School of Mines, Imperial College, London, he has worked across multiple commodities and specialising in gold. He is based in both London (UK) and Toronto (Canada). Mr. Cheatle, age 58, devotes 100% of his time to the business and affairs of the Company.

Shubo Rakhit, CPA, CA, TanGold and Buckreef Gold Director

Mr Rakhit has had a prominent career as a leading corporate finance professional, highly respected strategist, and sought after trusted advisor. His 30+ year career has included positions at several large investment banks and advisory firms including Canada’s major bank owned investment banks, BofA Securities, KPMG Corporate Finance and Echelon Wealth Partners where he most recently served as Managing Director, Head of Mergers and Acquisitions (“M&A”). Mr Rakhit’s distinguished career includes leading over $80B of M&A transactions, and over $100B of global capital markets issuance including many complex strategic and capital solutions, that has also encompassed mining companies. Mr Rakhit has an undergraduate degree from Western University and Graduate Degree in Public Accountancy from McGill University. Mr. Rakhit, age 61, devotes 15% of his time to the business and affairs of the Company.

Michael Leonard, CPA, CA, Chief Financial Officer, Buckreef Gold Director

Mr. Leonard, CPA, CA, was appointed as Chief Financial Officer on March 1, 2021. He previously had a 17 year career in financial leadership at Barrick Gold Corporation in a series of progressively senior financial leadership positions. He brings a wealth of experience in investor relations and corporate global finance. His expertise includes financial reporting, business planning and optimization, budgeting and forecasting, financial modelling as well as financial controls and procedures.

Mr. Leonard, age 46, devotes 100% of his time to the business and affairs of the Company.

Donna M. Moroney, Corporate Secretary

Ms. Moroney has over 30 years of extensive experience in regulatory and corporate compliance in both Canada and the United States, and as a senior officer for various public companies, and has instructed and provided training in regulatory compliance. As President and owner of Wiklow Corporate Services Inc. since 2008, she assists companies in the resource, financial and technology sectors in maintaining the securities and exchange demands on public companies, as well as keeping them up-to-date on relevant issues, policies and working practices. Ms. Moroney assists companies reporting in the U.S. in preparing registration statements, quarterly and annual financial filings and other various facets of meeting U.S. securities requirements. Ms. Moroney, age 61, devotes 25% of her time to the business and affairs of the Company.

Khalaf Rashid, Senior Vice President, Tanzania

Mr. Rashid is a resident and citizen of Tanzania. Prior to joining the Company, he held senior executive positions in multiple sectors including industrials, education and marketing communications. He has a deep understanding of the business and government working environment in Tanzania and is passionate about private investment, with a focus on creating a positive socio-economic impart for low-income households. He joins the Company having assisted with successfully aligning the Company’s Tanzanian operations to comply with the revised laws and regulations governing mining in Tanzania. Mr. Rashid, age 52, devotes 100% of his time to the business and affairs of the Company.

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Cease Trade Orders

No director or executive officer of the Company (or any personal holding corporation of such persons) is, or was within the ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company, including the Company, that:

(i) was subject to an order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer, or chief financial officer; or

(ii) was subject to an order (as defined below) that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer, or chief financial officer.

For the purposes of the above disclosure, “order” means:

(i) a cease trade order;

(ii) an order similar to a cease trade order; or

(iii) an order that denied the relevant company access to any exemption under securities legislation;

that was in effect for a period of more than thirty consecutive days.

Penalties or Sanctions

Within the past 10 years no directors or executive officers of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company (or any personal holding corporation of such persons), has been subject to:

(a) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

Other than as set out below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to materially affect control of the Company (or any personal holding corporation of such persons):

(i) is at the date hereof, or has been within the last ten years, a director or executive officer of any company that while the person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets; or

(ii) has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

On March 7, 2013 Starfield Resources Inc. (“Starfield”) filed a notice of intention to make a proposal to its creditors while it undertook a sale and investment solicitation process in respect of its assets, undertakings and properties. Starfield was delisted from the TSX for failure to meet continued listing requirements on April 18, 2013. Norman Betts was a director of Starfield at that time.

Conflicts of Interest

Except as otherwise stated in this Annual Report, there is no existing material conflict of interest between the Company or its subsidiaries and a director or executive officer of the Company or its subsidiaries. However, certain directors and officers of the Company are and may continue to be involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interests of the Company. As required by law, each of the directors of the Company is required to act honestly, in good faith and in the best interests of the Company. Any conflicts which arise shall be disclosed by the directors and officers in accordance with the Business Corporations Act (Alberta) and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed on them by law.

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B. Executive Compensation

This section sets out the objectives of our Company’s executive compensation arrangements, our Company’s executive compensation philosophy and the application of this philosophy to our Company’s executive compensation arrangements. It also provides an analysis of the compensation design, and the decisions that the Board of Directors made in fiscal 2021 with respect to its Named Executive Officers (as herein defined). When determining the compensation arrangements for the Named Executive Officers, our Audit and Compensation Committee considers the objectives of: (i) retaining an executive critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and our Company’s shareholders; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.

Compensation Discussion and Analysis

The adequacy and form of director and officer compensation is reviewed on an annual basis by the Audit and Compensation Committee of the Board of Directors (the “Board”) of the Company. The Audit and Compensation Committee recommends to the Board any adjustments to the compensation payable to directors, officers, and senior staff. The Audit and Compensation Committee is comprised of three directors: Norman Betts (Chair), Rosalind Morrow and Shubo Rakhit, all of whom are independent for the purposes of National Instrument 58-101 – Corporate Governance.

The Audit and Compensation Committee meet to discuss salary matters as required. Its recommendations are reached primarily by comparison of the remuneration paid by the Company with publicly available information on remuneration paid by other reporting issuers that the Audit and Compensation Committee feels are similarly placed within the same stage of business development as the Company. No consultant or advisor has been retained by the Company to assist in determining compensation.

In assessing the compensation of its executive officers, the Company does not have in place any formal objectives, criteria or analysis; instead, it relies mainly on the recommendations of the Audit and Compensation Committee and Board discussion. The Company’s executive compensation program has three principal components:

1. base salary,

2. incentive bonus plan, and

3. equity compensation plans.

Base salaries for all employees of the Company are established for each position based on market information obtained through the recruitment process from recruitment consultants and candidates on an ad hoc basis. The Audit and Compensation Committee familiarizes itself with this market information, but does not employ a statistical or formal benchmarking approach in making its compensation recommendations. Individual qualifications and experience, together with the Company’s pay scale and any market information obtained, are considered in determining base compensation levels. The Company will be putting in place a more regular review of base salaries in the marketplace in the future using third party experts.

Incentive bonuses are determined based on the Audit and Compensation Committee’s judgment of the performance of the Company and individual executives on an annual basis with reference to the financial position of the Company. Bonuses are largely determined on a discretionary basis with no set formula used to determine bonus amounts given the relative size of the Company and the new management team. That said, the Company plans to put in place a more structured incentive bonus plan design in the future with the help of third party experts.

Equity compensation plans are designed to provide an incentive to the directors, officers, employees and consultants of the Company to achieve the longer-term objectives of the Company; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Company; and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Company. The Company awards equity-based compensation to its executive officers and employees, based upon the Board’s review of the recommendations of the Audit and Compensation Committee. Previous awards of such equity compensation are taken into account when considering new grants. The Company does not currently have an incentive stock option plan and none is contemplated.

Implementation of a new incentive equity-based compensation plans and amendments to the existing plans are the responsibility of the Company’s Board. The Company’s equity compensation plans are discussed in more detail below, under the sub-heading, “Omnibus Equity Incentive Plan”.

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The Company's Code of Ethics and Business Conduct prohibits directors and NEOs (defined below) from entering into transactions to hedge or offset a decrease or protect the value of equity securities of the Company granted as compensation or otherwise directly or indirectly held.

The Company has no other forms of compensation, although payments may be made from time to time to individuals or companies they control for the provision of consulting services. Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm’s length services providers.

The Company is required, under applicable securities legislation in Canada to disclose to its shareholders details of compensation paid to its named executive officers (a “named executive officer” or “NEO”). A named executive officer as defined in Form 51-102F6 – Statement of Executive Compensation, prescribed by National Instrument 51-102 - Continuous Disclosure Obligations, means an individual who, at any time during the year, was:

(a) the Company’s chief executive officer (“CEO”)

(b) the Company’s chief financial officer (“CFO”)

(c) each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation will be, individually, more than C$150,000 for that financial year; and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year.

All dollar amounts reported in Executive Compensation are in US funds.

The following tables set forth particulars concerning the compensation of the named executive officers for the Company’s last three fiscal years ended August 31, 2021, 2020 and 2019:

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Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Share-based Awards ($)	Option-based Awards ($)	Pension Value ($)	All Other Compensation ($) (2)	Total Compensation ($)
Stephen Mullowney, CEO (1)	2021 2020 2019	375,000 N/A N/A	200,000 (1) N/A N/A	500,000 (1, 12) N/A N/A	Nil N/A N/A	23,644 (1) N/A N/A	2,597 N/A N/A	1,101,241 N/A N/A
Andrew Cheatle, COO (3)	2021 2020 2019	218,750 N/A N/A	150,000 (3) N/A N/A	375,000 (3, 12) N/A N/A	Nil N/A N/A	23,644 (3) N/A N/A	21,783 (4) N/A N/A	789,177 N/A N/A
Jeffrey Duval, Former Acting CEO (5)	2021 2020 2019	96,075 198,590 180,145	N/A N/A N/A	Nil 572,533 (6) Nil	Nil Nil Nil	Nil Nil Nil	23,876 Nil Nil	119,951 771,123 180,145
Michael Leonard, CFO (7)	2021 2020 2019	112,500 N/A N/A	N/A N/A N/A	112,500 (7, 12) N/A N/A	Nil N/A N/A	Nil N/A N/A	4,283 N/A N/A	229,283 N/A N/A
Marco Guidi, Former CFO (8)	2021 2020 2019	29,555 57,625 56,590	N/A N/A N/A	Nil 42,939 (6) Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	29,555 100,564 56,590
Donna M. Moroney, Corporate Secretary (9)	2021 2020 2019	56,746 55,022 31,358	N/A N/A N/A	Nil 42,939 (6) Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	56,746 97,961 31,358
Peter Zizhou, General Manager (10)	2021 2020 2019	99,254 162,000 161,986	N/A N/A N/A	Nil 57,253 (6) Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	99,254 219,253 161,986
Khalaf Rashid, Senior Vice President, Tanzania (11)	2021 2020 2019	64,857 N/A N/A	50,000 (11) N/A N/A	112,500 (11, 12) N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A	227,357 N/A N/A

(1)	Mr. Mullowney was appointed as CEO effective December 1, 2020. Mr. Mullowney’s executive employment agreement includes an annual salary of $500,000, a one-time sign-on cash bonus of $200,000, minimum common shares bonus of $500,000 on his appointment date and $23,644 (converted from CAD $30,000 using US$ average exchange rate 1.2688 for fiscal 2021) maximum annual cash contribution to his retirement savings plan. The minimum common shares bonus of $500,000 to be received in shares immediately vested upon the appointment date but have not yet been granted. These common shares will be granted in due course. There are other terms in the executive employment agreement that were not reflected in the table above either because they don’t affect the current fiscal year or the amount is not yet determinable.
(2)	Consists of medical/insurance benefits, except for Mr. Cheatle’s amount.
(3)	Mr. Cheatle was appointed as a director effective October 29, 2020 and COO effective February 1, 2021. Mr. Cheatle’s executive employment agreement includes an annual salary of $375,000, a one-time sign-on cash bonus of $150,000, minimum common shares bonus of $375,000 on his appointment date and $23,644 (converted from CAD $30,000 using US$ average exchange rate 1.2688 for fiscal 2021) maximum annual cash contribution to his retirement savings plan. The minimum common shares bonus of $375,000 to be received in shares immediately vested upon the appointment date but have not yet been granted. These common shares will be granted in due course. There are other terms in the executive employment agreement that were not reflected in the table above either because they don’t affect the current fiscal year or the amount is not yet determinable.
(4)	This amount includes $17,500 director fees paid to Mr. Cheatle prior to his appointment as COO.
(5)	Mr. Duval resigned as Interim CEO effective November 30, 2020.
(6)	Consists of bonus compensation shares issued at a price of C$0.77 per share. US$ exchange rate average for fiscal 2020 was $1.3449.
(7)	Mr. Leonard was appointed as CFO on March 1, 2021. Mr. Leonard’s executive employment agreement includes an annual salary of $225,000, minimum common shares bonus of $112,500 on his appointment date. The minimum common shares bonus of $112,500 to be received in shares immediately vested upon the appointment date but have not yet been granted. These common shares will be granted in due course. There are other terms in the executive employment agreement that were not reflected in the table above either because they don’t affect the current fiscal year or the amount is not yet determinable.
(8)	Mr. Guidi resigned as CFO on February 28, 2021.
(9)	Donna Moroney was appointed as Corporate Secretary on April 1, 2019.
(10)	Mr. Zizhou resigned as General Manager on February 28, 2021.

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(11)

Mr. Rashid was appointed as Senior Vice-President, Tanzania effective May 18, 2021. Mr. Rashid’s executive employment agreement includes an annual salary of $225,000, a one-time sign-on cash bonus of $50,000, minimum common shares bonus of $112,500 on his appointment date. The minimum common shares bonus of $112,500 to be received in shares immediately vested upon the appointment date but have not yet been granted. These common shares will be granted in due course. There are other terms in the executive employment agreement that were not reflected in the table above either because they don’t affect the current fiscal year or the amount is not yet determinable.

(12)

Upon the engagement of and as a condition of their respective employment agreements, Messrs. Mullowney, Cheatle, Leonard and Rashid will be issued common share bonuses on each of their first, second and third anniversary dates in an amount based on the greater of a dollar value or common share fair market value. At this time, the individual bonus amounts are not yet determinable. The amount of the individual bonus will be disclosed in the year in which such bonus has been determined and granted. However, the aggregate amount of these bonuses has been computed and disclosed in the Section 7.B Related Party Transactions.

Compensation is determined by the Audit and Compensation Committee as set out under “Compensation Discussion and Analysis”. Salary compensation is not tied to a named executive officer’s individual performance; however, the grant of restricted share units (“RSUs”) may be. The grant date fair value of RSUs is based on the closing price of the Company’s shares on the Toronto Stock Exchange (the “TSX”) on the date of grant. See “Omnibus Equity Compensation Plan” below for more information.

Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table outlines all outstanding share-based and option-based awards as of August 31, 2021

Option-based Awards					Share-based Awards
Name	Year	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of Share Based Awards ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
Stephen Mullowney, CEO	2021 2020 2019	Nil N/A N/A	N/A N/A N/A	N/A N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A
Andrew Cheatle, COO	2021 2020 2019	Nil N/A N/A	N/A N/A N/A	N/A N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A
Jeffrey Duval, Former Acting CEO	2021 2020 2019	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Michael Leonard, CFO	2021 2020 2019	Nil N/A N/A	N/A N/A N/A	N/A N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A
Marco Guidi, Former CFO	2021 2020 2019	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Donna M. Moroney, Corporate Secretary	2021 2020 2019	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Peter Zizhou, Former General Manager	2021 2020 2019	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Khalaf Rashid, Senior Vice President, Tanzania	2021 2020 2019	Nil N/A N/A	N/A N/A N/A	N/A N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A

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Incentive plan awards – Value vested or earned during the year

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year (1) ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Stephen Mullowney, CEO	Nil	500,000	Nil
Andrew Cheatle, COO	Nil	375,000	Nil
Jeffrey Duval, Former Acting CEO	Nil	Nil	Nil
Michael Leonard, CFO	Nil	112,500	Nil
Marco Guidi, Former CFO	Nil	Nil	Nil
Donna M. Moroney, Corporate Secretary	Nil	Nil	Nil
Peter Zizhou, Former General Manager	Nil	Nil	Nil
Khalaf Rashid, Senior Vice President, Tanzania	Nil	112,500	Nil

(1) Figures in this column represent the value of the common share bonus to be received in shares that immediately vested upon the appointment date of each individual to their role. The common shares have not yet been granted as of the date of filing and will be issued in due course.

Long Term Incentive Plan Awards to NEOs

The Company has made long-term incentive plan awards during the fiscal year ended August 31, 2021 to NEOs of the Company. See “Restricted Stock Unit Plan” and “Employee Share Ownership Plan” below.

Director Compensation

Director Compensation Table

The following table sets forth the value of all compensation provided to directors not including those directors who are also NEOs, for the Company’s most recently completed financial year:

Name	Fees Earned ($)	Option-Based Awards ($)	Share-Based Awards (1) ($)	All Other Compensation ($)	Total ($)
James Sinclair	247,500 (2)	Nil	77,553	Nil	325,053
Norman Betts	38,734	Nil	25,245	Nil	63,979
William Harvey	61,940	Nil	Nil	Nil	61,940
Rosalind Morrow	55,169	Nil	Nil	Nil	55,169
Shubo Rakhit (3)	29,363	Nil	Nil	Nil	29,363
Ulrich Rath (4)	23,616	Nil	Nil	Nil	$23,616

(1) Represents compensation received as share-based compensation

(2) Includes $197,500 paid prior to Mr. Sinclair’s resignation as Executive Chair on April 27, 2021, and $50,000 in director fees paid subsequent to that date.

(3) Mr. Rakhit was appointed as a director as of March 17, 2021.

(4) Mr. Rath resigned as a director as of January 21, 2021.

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Omnibus Equity Incentive Plan

Effective June 26, 2019, the Company adopted the Omnibus Equity Incentive Plan of the company dated June 26, 2019 (the “Omnibus Plan”), which Omnibus Plan was approved by the shareholders at a meeting held on August 16, 2019.

The purposes of the Omnibus Plan are (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees, (b) to reward such persons for their sustained contributions and (c) to encourage such persons to take into account the long-term corporate performance of the Company.

The Omnibus Plan provides for the grant of :

· options (“Options”), which may be granted by an agreement evidencing the Options granted under the Omnibus Plan (an “Option Agreement”);

· restricted share units (“RSU”), which may be granted by an agreement evidencing the RSUs granted under the Omnibus Plan (a “RSU Agreement”);

· deferred share units (“DSU”), which may be granted by an agreement evidencing the DSUs granted under the Omnibus Plan (a “DSU Agreement”);

· performance share units (“PSU”), which may be granted by an agreement evidencing the PSUs granted under the Omnibus Plan (a “PSU Agreement”).

Options

An Option entitles a holder thereof to purchase a common share at an exercise price set at the time of the grant, which exercise price must in all cases be not less than the Market Price on the date of grant (the “Exercise Price”). Market Price is defined as the greater of the volume weighted average trading price of the common shares on the TSX or NYSE American for the five trading days immediately preceding the date of grant (or, if such common shares are not then listed and posted for trading on the TSX or NYSE American, on such stock exchange on which the common shares are listed and posted for trading as may be selected for such purpose by the Board); provided that, for so long as the common shares are listed and posted for trading on the TSX or NYSE American, the Market Price shall not be less than the market price, as calculated under the policies of the TSX or NYSE American and further provided that with respect to an award made to a U.S. Taxpayer (as defined in the Omnibus Plan), such participant and the number of common shares subject to such Omnibus Plan Award shall be identified by the Board or the Committee (as defined in the Omnibus Plan) prior to the start of the applicable five trading day period (“Market Price”). In the event that such Shares are not listed and posted for trading on any exchange, the Market Price shall be the fair market value of such common shares as determined by the Board in its sole discretion and, with respect to an Omnibus Plan Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code (as defined in the Omnibus Plan).

The term of each Option will be fixed by the Plan Administrator, but may not exceed 10 years from the grant date.

Restricted Share Units

An RSU is a unit equivalent in value to a common share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one common share for each RSU after a specified vesting period determined by the Plan Administrator, in its sole discretion. Upon settlement, holders will receive (a) one fully paid and non-assessable common share in respect of each vested RSU, (b) subject to the approval of the Plan Administrator, a cash payment, or (c) a combination of common shares and cash as contemplated by paragraphs (a) and (b). The cash payment is determined by multiplying the number of RSUs redeemed for cash by the Market Price on the date of settlement.

The number of RSUs granted at any particular time will be calculated by dividing (i) the amount of any compensation that is to be paid in the RSUs, as determined by the Plan Administrator, by (ii) the Market Price of a common share on the date of grant.

Deferred Share Units

A DSU is a unit equivalent in value to a common share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one common share for each DSU on a future date, generally upon termination of service with the Company. Upon settlement, holders will receive (a) one fully paid and non- assessable common share in respect of each vested DSU, (b) subject to the approval of the Plan Administrator, a cash payment, or (c) a combination of common shares and cash as contemplated by paragraphs (a) and (b). The cash payment is determined with reference to the Market Price in the same manner as with RSUs.

The number of DSUs granted at any particular time will be calculated by dividing (i) the amount of any compensation that is to be paid in the DSUs, as determined by the Plan Administrator, by (ii) the Market Price of a common share on the date of grant.

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Performance Share Units

A PSU is a unit equivalent in value to a common share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one common share for each PSU on a future date, generally upon the achievement of certain performance goals within the Company as determined by the Plan Administrator. Upon settlement, holders will receive (a) one fully paid and non- assessable common share in respect of each vested PSU, (b) subject to the approval of the Plan Administrator, a cash payment or (c) a combination of common shares and cash as contemplated by paragraphs (a) and (b). The cash payment is determined with reference to the Market Price in the same manner as with RSUs.

Dividend Equivalents

RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per common share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the Record Date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

The Options, RSUs, DSUs, and PSUs granted pursuant to the Omnibus Plan are collectively referred to as “Omnibus Plan Awards” in this Circular.

The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan.

Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation.

For more particulars about the Omnibus Plan we refer you to the Company’s Management Information Circular dated June 26, 2019.

The Omnibus Plan replaces all previous equity compensation plans of the Company, including the Restricted Stock Unit Plan and Stock Option Plan.

Outstanding RSUs

There are no RSUs outstanding as of August 31, 2021.

Pension Plan Benefits

In the executive employment agreement that the Company has entered with Mr. Mullowney and Mr. Cheatle with an annual cash contribution to their retirement savings plan to the maximum amount permitted under the Canadian Income Tax Act, subject to an annual maximum value of CAD $30,000.

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Equity Compensation Plan Information

The following table provides information regarding compensation plans under which securities of the Company are authorized for issuance in effect as of the end of the Company’s most recently completed financial year end:

	Number of securities to be issued upon exercise of outstanding Stock Options	Weighted average exercise price of outstanding Stock Options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders (Omnibus Equity Compensation Plan)	7,351,000	$0.41 CAD	12,513,055
Total	7,351,000	$0.41 CAD	12,513,055

Executive Compensation Agreements

The Company also has entered into an employment agreement (each a “Senior Executive Agreement”) with each of its NEOs (Stephen Mullowney, Andrew Cheatle, Michael Leonard, Khalaf Rashid) with an indefinite term and provisions regarding base salary, cash signing bonuses, performance bonuses, minimum stock bonuses, paid vacation time, eligibility for benefits and security based compensation, and confidentiality provisions of indefinite application. Each Senior Executive Agreement includes Termination and Change of Control Benefits.

The Company entered into the NEOs Employment Agreements on the following effective dates:

• Stephen Mullowney (15th of October, 2020)

• Andrew Cheatle (1st of February, 2021)

• Michael Leonard (23^rd of February, 2021)

• Khalaf Rashid (18th of May, 2021)

Termination and Change of Control Benefits

The following employment contracts are in place whereby each person is entitled to termination or change of control benefits:

Stephen Mullowney

Pursuant to the Executive Employment Agreement with Stephen Mullowney, CEO, Mr. Mullowney is entitled to the following compensation in the event of termination without cause or should Mr. Mullowney resign for good reason:

· During the first year, a lump sum payment equivalent to 1 times his base salary, 1 times performance bonus to which he is entitled, 0% of all RSU/PSU/Option awards, and benefits shall continue for the earlier of 18 months or the date upon Mr. Mullowney receives comparable benefits from another employer;

· During the second year, a lump sum payment equivalent to 1.5 times his base salary, 1.5 times performance bonus to which he is entitled, 50% of all RSU/PSU/Option awards, and benefits shall continue for the earlier of 18 months or the date upon Mr. Mullowney receives comparable benefits from another employer;

· During the third year, a lump sum payment equivalent to 2 times his base salary, 2 times performance bonus to which he is entitled, 75% of all RSU/PSU/Option awards, and benefits shall continue for the earlier of 24 months or the date upon Mr. Mullowney receives comparable benefits from another employer; and

· During the fourth year and subsequent thereto, a lump sum payment equivalent to 2.5 times his base salary, 2.5 times performance bonus to which he is entitled, 100% of all RSU/PSU/Option awards, and benefits shall continue for the earlier of 24 months or the date upon Mr. Mullowney receives comparable benefits from another employer.

Mr. Mullowney is entitled to the following compensation in the event his employment is terminated without cause following a change of control of the Company or Mr. Mullowney resigns for good cause within 24 months following a change of control:

· a lump sum payment equivalent to 36 months of base salary;

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· a lump sum payment equivalent to 3 times the greater of the average of the performance bonus paid in the preceding 2 years, or the target performance bonus;

· pro rata target performance bonus for the partial year worked up to the date of termination;

· accrued Entitlements through to the date of termination;

· benefits continuation for the earlier of an additional 36 months from the date of termination or the date upon Mr. Mullowney receives comparable benefits from another employee;

· subject to the terms of any Omnibus Incentive Plan, all minimum stock bonuses granted that have not yet become payable as of the date of termination shall immediately become payable on the date of termination; and

· subject to the terms of any Omnibus Incentive Plan, all Options, RSUs and PSUs granted to the Executive that are unvested as of the date of termination shall immediately vest on the date of termination.

Andrew Cheatle

Pursuant to the Executive Employment Agreement with Andrew Cheatle, COO, Mr. Cheatle is entitled to the following compensation in the event of termination without cause or should Mr. Cheatle resign for good reason:

· During the first year, a lump sum payment equivalent to 1 times his base salary, 1 times performance bonus to which he is entitled, 0% of all RSU/PSU/Option awards, and benefits shall continue for the earlier of 18 months or the date upon Mr. Cheatle receives comparable benefits from another employer;

· During the second year, a lump sum payment equivalent to 1.5 times his base salary, 1.5 times performance bonus to which he is entitled, 50% of all RSU/PSU/Option awards, and benefits shall continue for the earlier of 18 months or the date upon Mr. Cheatle receives comparable benefits from another employer;

· During the third year, a lump sum payment equivalent to 2 times his base salary, 2 times performance bonus to which he is entitled, 75% of all RSU/PSU/Option awards, and benefits shall continue for the earlier of 24 months or the date upon Mr. Cheatle receives comparable benefits from another employer; and

· During the fourth year and subsequent thereto, a lump sum payment equivalent to 2 times his base salary, 2 times performance bonus to which he is entitled, 100% of all RSU/PSU/Option awards, and benefits shall continue for the earlier of 24 months or the date upon Mr. Cheatle receives comparable benefits from another employer.

Mr. Cheatle is entitled to the following compensation in the event his employment is terminated without cause following a change of control of the Company or Mr. Cheatle resigns for good cause within 24 months following a change of control:

· a lump sum payment equivalent to 24 months of base salary;

· a lump sum payment equivalent to 2 times the greater of the average of the performance bonus paid in the preceding 2 years, or the target performance bonus;

· pro rata target performance bonus for the partial year worked up to the date of termination;

· accrued Entitlements through to the date of termination;

· benefits continuation for the earlier of an additional 24 months from the date of termination or the date upon Mr. Cheatle receives comparable benefits from another employee;

· subject to the terms of any Omnibus Incentive Plan, all minimum stock bonuses granted that have not yet become payable as of the date of termination shall immediately become payable on the date of termination; and

· subject to the terms of any Omnibus Incentive Plan, all Options, RSUs and PSUs granted to the Executive that are unvested as of the date of termination shall immediately vest on the date of termination.

Michael Leonard

Pursuant to the Executive Employment Agreement with Michael Leonard, CFO, Mr. Leonard is entitled to the following compensation in the event of termination without cause or should Mr. Leonard resign for good reason:

· An amount equal to 6 months’ base salary, plus 1 month of base salary for every completed year of service, up to a maximum of 12 months’ base salary in lieu of termination;

· Any incentive bonus or other compensation awards that may have been declared as having been earned and owing immediately preceding the date of termination;

· Continuation of any benefits during the notice period; and

· In the event Mr. Leonard accepts alternate employment prior to the expiry of the notice period, the salary continuation payments will end up on the commencement of the alternate employment and Mr. Leonard will receive a lump sum payment equal to 50% of the value of the unexpired portion of the notice period.

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Mr. Leonard is entitled to the following compensation in the event his employment is terminated without cause following a change of control of the Company or Mr. Leonard resigns for good cause within 24 months following a change of control:

· a lump sum payment equivalent to 24 months of base salary in lieu of notice of termination;

· a lump sum payment equivalent to 2 times the greater of the average of the performance bonus paid in the preceding 2 years, or the target performance bonus;

· pro rata target performance bonus for the partial year worked up to the date of termination;

· accrued Entitlements through to the date of termination;

· benefits continuation for the notice period; and

· subject to the terms of any Omnibus Incentive Plan, all Options, RSUs and PSUs granted to the Executive that are unvested as of the date of termination shall immediately vest on the date of termination.

Khalaf Rashid

Pursuant to the Executive Employment Agreement with Khalaf Rashid, Senior Vice-President, Tanzania, Mr. Rashid is entitled to the following compensation in the event his employment is terminated without cause following a change of control of the Company or Mr. Rashid resigns for good cause within 24 months following a change of control:

· a lump sum payment equivalent to 24 months of base salary in lieu of notice of termination;

· a lump sum payment equivalent to 2 times the greater of the average of the performance bonus paid in the preceding 2 years, or the target performance bonus;

· pro rata target performance bonus for the partial year worked up to the date of termination;

· accrued Entitlements through to the date of termination;

· benefits continuation for the notice period; and

· subject to the terms of any Omnibus Incentive Plan, all Options, RSUs and PSUs granted to the Executive that are unvested as of the date of termination shall immediately vest on the date of termination.

Summarized below are the current severance obligations owed to the current NEOs upon a Termination without Cause or Termination following a Change of Control scenario, as of August 31, 2021. These figures exclude the value of benefits continuation.

	Termination without Cause		Change of Control
	Entitlement		Entitlement
Stephen Mullowney, CEO	1x Base Salary 1x Performance Bonus	$1 million	36 months Base Salary 3x Performance Bonus	$3 million
Andrew Cheatle, COO	1x Base Salary 1x Performance Bonus	$0.75 million	24 months Base Salary 2x Performance Bonus	$1.5 million
Michael Leonard, CFO	6 months Base Salary	$112,500	24 months Base Salary 2x Performance Bonus	$0.9 million
Khalaf Rashid, Senior Vice President, Tanzania	n/a	n/a	24 months Base Salary 2x Performance Bonus	$0.9 million

Table above assumes Performance Bonus is equal to Target of 100% of Salary for each executive.

C. Board Practices

The directors of the Company serve a one-year term and are elected at the annual general meeting of shareholders. At the last annual general meeting, held on February 25, 2021, the shareholders elected James Sinclair, Norman Betts, William Harvey, Rosalind Morrow, Stephen Mullowney and Andrew Cheatle as directors. Subsequent to the annual meeting, Shubo Rakhit was appointed to the Board of Directors in March 2021. The officers of the Company are elected by the Board and serve at the pleasure of the Board.

The Company has an Audit and Compensation Committee consisting of Norman Betts. Chair, Rosalind Morrow and Shubo Rakhit. The roles and responsibilities of the Audit and Compensation Committee have been specifically defined as described below under Audit Committee Information, and include responsibilities for overseeing management reporting on internal control. The Audit and Compensation Committee has direct communication channels with the external auditors.

The adequacy and form of director and officer compensation is reviewed on an annual basis by the Audit and Compensation Committee of the Board of Directors of the Company. The Audit and Compensation Committee recommends to the Board any adjustments to the compensation payable to directors, officers, and senior staff. The Audit and Compensation Committee is comprised of three directors: Norman Betts (Chair), Rosalind Morrow and Shubo Rakhit, all of whom are independent for the purposes of National Instrument 58-101 – Corporate Governance. The Audit and Compensation Committee meet to discuss salary matters as required. Its recommendations are reached primarily by comparison of the remuneration paid by the Company with publicly available information on remuneration paid by other reporting issuers that the Audit and Compensation Committee feels are similarly placed within the same stage of business development as the Company.

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The Company also has a Corporate Governance and Nominating Committee (the “Corporate Governance Committee”) comprised of Shubo Rakhit, Chair, William Harvey and Norman Betts. The Corporate Governance Committee considers the size of the Board each year when it considers the number of directors to recommend to shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of view and experience. When a vacancy on the Board arises, the independent directors of the Corporate Governance Committee will be encouraged to bring forward any potential nominees that have the necessary skills and knowledge to serve on the Company’s Board.

Audit Committee Information

Under National Instrument 52-110 – Audit Committees (“NI 52-110”) reporting issuers are required to provide disclosure with respect to its Audit Committee including the text of the Audit Committee’s Charter, composition of the Committee, and the fees paid to the external auditor. Accordingly, the Company provides the following disclosure with respect to its Audit Committee:

1. The Audit and Compensation Committee’s Charter

1.0 Purpose of the Committee

1.1 The purpose of the Audit and Compensation Committee is to assist the Board in its oversight of the integrity of the Company's financial statements and other relevant public disclosures, the Company's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal audit function and the external auditors.

2.0 Compensation

2.1 The adequacy and form of director and officer compensation is reviewed on an annual basis by the Board. The Audit and Compensation Committee recommends to the Board any adjustments to the compensation payable to directors, officers, and senior staff. The Audit and Compensation Committee meet to discuss salary and bonus incentive matters as required.

3.0 Members of the Audit and Compensation Committee

3.1 All of the members of the Audit and Compensation Committee must be "financially literate" as defined under NI 52-110, Audit and Compensation Committees, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

3.2 The Audit and Compensation Committee shall consist of no less than three Directors.

3.3 All of the members of the Audit and Compensation Committee shall be "independent" as defined under NI 52-110.

4.0 Relationship with External Auditors

4.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit and Compensation Committee.

4.2 The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.

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4.3 The Audit and Compensation Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties.

4.4 The Audit and Compensation Committee will have direct communications access at all times with the external auditors.

4.5 The Audit and Compensation Committee will ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law.

4.6 The Audit and Compensation Committee will recommend to the Board of Directors policies for the Company’s hiring of employees or former employees of the external auditors who participated in any capacity in the audit of the Company.

5.0 Non-Audit Services

5.1 The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit and Compensation Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit and Compensation Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.

5.2 Notwithstanding section 5.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company:

(i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and

(ii) performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company.

6.0 Appointment of Auditors

6.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders.

6.2 The Audit and Compensation Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

7.0 Evaluation of Auditors

7.1 The Audit and Compensation Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit and Compensation Committee.

8.0 Remuneration of the Auditors

8.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.

8.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

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9.0 Termination of the Auditors

9.1 The Audit and Compensation Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

10.0 Funding of Auditing and Consulting Services

10.1 Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company.

11.0 Role and Responsibilities of the Internal Auditor

11.1 At this time, due to the Company's size and limited financial resources, the Chief Financial Officer of the Company shall be responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate.

12.0 Oversight of Internal Controls

12.1 The Audit and Compensation Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective.

13.0 Continuous Disclosure Requirements

13.1 At this time, due to the Company's size and limited financial resources, the Chief Financial Officer of the Company is responsible for ensuring that the Company's continuous reporting requirements are met and in compliance with applicable regulatory requirements.

14.0 Other Auditing Matters

14.1 The Audit and Compensation Committee may meet with the Auditors independently of the management of the Company at any time, acting reasonably.

14.2 The Auditors are authorized and directed to respond to all enquiries from the Audit and Compensation Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company.

15.0 Annual Review

15.1 The Audit and Compensation Committee Charter will be reviewed annually by the Board of Directors and the Audit and Compensation Committee to assess the adequacy of this Charter.

16.0 Independent Advisers

16.1 The Audit and Compensation Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.

17.0 Reports of Fraud and Misconduct

17.1 The Audit and Compensation Committee will review, investigate and evaluate all reports of fraud and misconduct. Refer to the Company’s Whistle Blower Policy and Procedures.

18.0 Changes in Accounting Policies

18.1 The Audit and Compensation Committee will review and maintain Accounting Policies including the selection, documentation and changes in Accounting Policies.

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19.0 Nominating Committee

19.1 The Nominating Committee considers the size of the Board of Directors each year when it considers the number of directors to recommend to shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of view and experience. When a vacancy on the Board arises, the independent directors of the Nominating Committee will be encouraged to bring forward any potential nominees that have the necessary skills and knowledge to serve on the Company’s Board.

2. Composition of the Audit Committee

Following are the members of the Audit and Compensation Committee:

Norman Betts (Chair)	Independent (1)	Financial expert (3)
Rosalind Morrow	Independent (1)	Financially literate (2)
Shubo Rakhit	Independent (1)	Financially literate (2)

(i) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment.

(ii) An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

(iii) An Audit Committee Financial Expert must possess five attributes: (i) an understanding of GAAP and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.

3. Relevant Education and Experience

Dr. Betts is the Chair of the Committee. He is the former Minister of Finance of New Brunswick and current Associate Professor of Business Administration, University of New Brunswick; Ms. Morrow is a lawyer and a former partner of a national law firm and Mr. Rakhit is a leading corporate financial professional.

4. Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), Section 3.3(2) (Controlled Companies), Section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110. Nor has the Company relied on Section 3.8 (Acquisition of Financial Literacy) of NI 52-110.

5. Audit

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit and Compensation Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

6. Pre-Approval Policies and Procedures

The Audit and Compensation Committee is authorized by the Board of Directors to review the performance of the Company’s external auditors and approve in advance the provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit and Compensation Committee is authorized to approve in writing any non-audit services or additional work which the Chair of the Audit and Compensation Committee deems is necessary, and the Chair will notify the other members of the Audit and Compensation Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee’s consideration, and if thought fit, approval in writing.

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7. External Auditor Service Fees

The fees billed by the Company’s external auditors in each of the last two fiscal years for audit and non-audit related services provided to the Company or its subsidiaries are as follows:

Financial Year Ending August 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2021	C$152,000	C$20,000	Nil	Nil
2020	C$152,750	C$24,000	Nil	Nil

D. Employees

The Company employs 88 full time employees located in Buckreef, Tanzania, and 4 full time employees located in Dar es Salaam, Tanzania.

The Company also hires employees on a part time or temporary basis as dictated by the activities on its properties. The full time and temporary employees and consultants/contractors of the Company can be grouped according to category and geographic location as follows:

Location	Full Time Employees	Temporary Employees	Full Time Consultants	Part Time Contractors
Buckreef, Tanzania	73	15	Nil	88
Dar es Salaam, Tanzania	4	Nil	Nil	Nil
Connecticut	5	Nil	Nil	Nil
Toronto	4	Nil	Nil	Nil

E. Share Ownership

The following table sets forth the share ownership of our directors and named executive officers, held by such persons as of August 31, 2021.

Name of Owner	Number of Shares Owned	Percentage (1)
Betts, Norman	245,799	<1%
Cheatle, Andrew	Nil	N/A
Harvey, William	267,924	<1%
Leonard, Michael	Nil	N/A
Moroney, Donna	75,000 (2)	<1%
Morrow, Rosalind	769,784	<1%
Mullowney, Stephen	Nil	N/A
Rakhit, Shubo	Nil	N/A
Rashid, Khalaf	50,000	<1%
Sinclair, James E.	3,851,978 (3)	1.51%
Zizhou, Peter	100,000	<1%
All directors and named executive officers as a group	5,360,485	2.04%

(1) Calculation based on 254,870,556 shares of common shares outstanding as of August 31, 2021.

(2) 75,000 shares held by Wiklow Corporate Services Inc.

(3) 579,022 shares held by the Estate of Barbara M. Sinclair, James E. Sinclair, Executor.

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The voting rights attached to the common shares owned by our officers and directors do not differ from those voting rights attached to shares owned by people who are not officers or directors of our Company.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

As far as it is known to the Company, it is not directly or indirectly owned or controlled by any other Company or by the Canadian Government, or any foreign government. The Company has no knowledge of any arrangements which at a subsequent date would result in a change of control. All of the Company’s issued common shares rank equally as to voting rights, dividends, and any distribution of assets on winding-up or liquidation.

As of August 31, 2021, the Company is not aware of any shareholders who beneficially own more than 5% of the outstanding shares of the Company’s voting securities.

The following table sets out the portion of common shares of the Company held by registered shareholders in Canada, the United States of America, and all other countries by total number of holders, total shareholdings, percentage of total issued shares, and percentage of total holders as of August 31, 2021:

Jurisdiction of Shareholders of Record	Number of Shareholders	Number of Common Shares	Percentage of Total Issued Shares	Percentage of Total Holders
United States	1,328	213,912,588	83.93%	81.02%
Canada	203	36,248,854	14.22%	12.39%
Other Countries	108	4,709,114	1.85%	6.59%
TOTAL	1,639	254,870,556	100.00%	100.00%

B. Related Party Transactions

Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions. 

Tanzanian Gold Corporation entered into the following transactions with related parties: 

Year ended August 31,	2021		2020		2019
Consulting 1,2	$	46	$	178	$	153

1. During the year ended August 31, 2021, consulting and website/data back-up services were provided by Giancarlo Volo, the Company’s former Director of Operations – Africa, and companies related to him (2021 - $21, 2020 - $18, 2019 - $23). Effective May 31, 2021, these related party services have been discontinued and a new arm’s length party has been engaged to provide these website and data back-up services prospectively.

2. During the year ended August 31, 2021, consulting services were provided by a company controlled by Ulli Rath, a former Director of the Company (2021 - $25, 2020 - $160, 2019 - $130).

Remuneration of Directors and key management personnel of the Company was as follows: 

Year ended August 31,	2021		2020		2019
Salaries and benefits1	$	1,695	$	643	$	519
Share based payments		2,933		2,503		-
Total	$	4,628	$	3,146	$	519

1. Salaries and benefits include sign-on bonuses for certain key management personnel as well as director fees. The board of directors do not have employment or service contracts with the Company. Directors are entitled to director fees and RSU’s for their services and officers are entitled to cash remuneration and share based compensation for their services.  

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As of August 31, 2021, included in trade and other payables is $0.5 million (August 31, 2020 - $1.1 million) due to related parties with no specific terms of repayment.

As at August 31, 2021, the Company has a receivable of $nil (August 31, 2020 - $0.05 million) from an organization associated with the Company’s former President and CEO and other current directors.

During the year ended August 31, 2021, the Company granted common shares upon hiring key management personnel in the aggregate of:

a) 1.56 million common shares having a fair market value of $1.1 million on the respective start dates of the key Management (December 1, 2020 to May 18, 2021).

b) Common shares on the first, second and third anniversary dates of the greater of up to 2.02 million, 3.55 million and 2.82 million common shares; or common shares having a fair market value of to $1.4 million, $2.5 million and $2.0 million provided that 80% of such issuance shall be guaranteed and 20% shall be subject to certain financial milestones to be determined by the Board of Directors respectively.

The common shares had a value of $7.0 million at grant date that is amortized over the service period. $2.9 million was recognized during the year ended August 31, 2021 (August 31, 2020 - $nil).

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Statements

A. Consolidated Statements and Other Financial Information

This Form 20-F Annual Report contains the audited consolidated financial statements of the Company for the fiscal years ended August 31, 2021, 2020 and 2019 with the Report of Independent Registered Public Accounting Firm, comprised of:

(a) Consolidated Statements of Financial Position as of August 31, 2021 and 2020;

(b) Consolidated Statements of Comprehensive Loss for the years ended August 31, 2021, 2020 and 2019;

(c) Consolidated Statements of Changes in Equity for the years ended August 31, 2021, 2020 and 2019;

(d) Consolidated Statements of Cash Flows for the years ended August 31, 2021, 2020 and 2019; and

(e) Notes to the consolidated financial statements.

The Company’s audited consolidated financial statements are filed as Exhibit 15.1, to this form.

Dividend Policy

The Company has never paid dividends and does not intend to in the near future.

B. Significant Changes

None.

Item 9. The Offering and Listing

A. Offering and Listing Details

The common shares of the Company are listed on the TSX under the symbol “TNX” and on the NYSE American LLC (“NYSE American”) under the symbol “TRX”. Odyssey Trust Company is the registrar and transfer agent for the Company’s common shares.

B. Plan of Distribution

Not applicable.

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C. Markets

The Company’s common shares are listed on the TSX under the trading symbol “TNX” and on the NYSE American under the trading symbol “TRX”.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

The Company’s Restated Articles of Incorporation authorize the Company to issue an unlimited number of common shares. As of August 31, 2021, there were 254,870,556 shares common shares issued and outstanding.

Each common share has equal dividend, liquidation and voting rights. Voters of common shares are entitled to one vote per share on all matters that may be brought before them. Holders of common shares are entitled to receive dividends when declared by the Board from funds legally available therefor. The common shares are not redeemable, have no conversion rights and carry no pre-emptive or other rights to subscribe for additional shares. The outstanding common shares are fully paid and non-assessable.

The following table reconciles the total number of common shares outstanding for the last two fiscal years:

	No. of Shares	$ Amount (000’s)
Total Outstanding as of August 31, 2019	150,391,558	$ 108,218
Add: Issued for cash, net of share issue costs	6,768,634	3,441
Shares issued for settlement of convertible and gold loans	29,267,417	11,382
Transfer of conversion component on conversion of convertible loans	-	4,286
Shares issued for interest on gold and convertible loans	1,463,855	584
Shares issued for services	5,623,000	3,228
Finders fees on convertible and gold bullion loans	1,025,762	477
Warrants exercised	5,434,896	3,484
Total Outstanding as of August 31, 2020	199,975,122	$ 135,100
Add: Issued for cash, net of share issue costs	38,477,666	23,226
Warrants issued	-	(8,710)
Issued for settlement of convertible debentures	12,150,447	7,015
Issued for settlement of debts related to convertible and gold loans	4,266,321	1,497
Options exercised	1,000	-
Transfer of reserve on exercise of options	-	1
Total Outstanding as of August 31, 2021	254,870,556	$ 158,129

Shares are issued by the Company with the regulatory acceptance of the Toronto Stock Exchange and NYSE American, upon resolution of the Board of Directors of the Company. As of August 31, 2021, there are a total of 254,870,556 common shares issued and a further 7,351,000 common shares reserved for issuance under outstanding share purchase options and 23,681,052 common shares reserved for issuance under share purchase warrants.

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B. Articles of Association and Bylaws

The Company was originally incorporated under the corporate name “424547 Alberta Ltd.” on July 5, 1990, under the Business Corporations Act (Alberta).

The Articles of 424547 Alberta Ltd. were amended on August 13, 1991, as follows:

· the name of the Company was changed to “Tan Range Exploration Corporation”;

· the restriction on the transfer of shares was removed; and

· a new paragraph regarding the appointment of additional directors was added as follows:

“(b) The Directors, may, between annual general meetings, appoint one or more additional directors of the Company to serve until the next annual general meeting, but the number of additional Directors shall not at any time exceed one-third (1/3) of the number of Directors who held office at the expiration of the last annual meeting of the corporation.”

The Company was registered in the Province of British Columbia as an extra provincial company under the Company Act (British Columbia) on August 5, 1994.

The Articles of the Company were further amended on February 15, 1996, as follows:

· the provisions of the Articles authorizing the issue of Class “B” Voting shares, Class “C” Non-Voting shares and Class “D” Preferred shares were deleted;

· Class “A” voting shares were redesignated as common shares; and

· a provision was added to allow meetings of shareholders to be held outside Alberta in either of the cities of Vancouver, British Columbia or Toronto, Ontario.

The Articles of the Company were further amended on February 28, 2006, as follows:

· the name of the Company was changed to “Tanzanian Royalty Exploration Corporation”.

The Articles of the Company were further amended on February 29, 2008 as follows:

· Pursuant to Section 173(1)(l) of the Business Corporations Act (Alberta), Item 5 of the Articles of the Company was amended by changing the maximum number of directors from 9 to 11.

The Articles of the Company were further amended on April 17, 2019 to change the name of the Company to its present name of “Tanzanian Gold Corporation”.

Common Shares

All issued and outstanding common shares are fully paid and non-assessable. Each holder of record of common shares is entitled to one vote for each common share so held on all matters requiring a vote of shareholders, including the election of directors. The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as declared by the board of directors. There are no preferences, conversion rights, preemptive rights, subscription rights, or restrictions or transfers attached to the common shares. In the event of liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to participate in the assets of the Company available for distribution after satisfaction of the claims of creditors.

The rights of shareholders cannot be changed without a special resolution of at least 2/3 of the votes cast by the shareholders who voted in respect of the resolution, and separate classes of shareholders are entitled to separate class votes. Any such alteration of shareholder’s rights would also require the regulatory acceptance of the TSX. There are no provisions of the Company’s Articles or Bylaws that would have the effect of delaying, deferring, or preventing a change of control of the Company, and that would operate only with respect to a merger, acquisition, or corporate restructuring involving the Company (or any of its subsidiaries).

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Powers and Duties of Directors

The directors shall manage or supervise the management of the affairs and business of the Company and shall have authority to exercise all such powers of the Company as are not, by the Business Corporations Act (Alberta) or by the Articles or Bylaws, required to be exercised by the Company in a general meeting.

Directors will serve as such until the next annual meeting. In general, a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company whereby a duty or interest might be created to conflict with his duty or interest director, shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director. Such director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so, his vote shall not be counted, but he shall be counted in the quorum present at the meeting at which such vote is taken. However, notwithstanding the foregoing, directors shall have the right to vote on determining the remuneration of the directors.

The directors may from time to time on behalf of the Company: (a) borrow money in such manner and amount from such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt obligations; or (c) mortgage, charge or give other security on the whole or any part of the property and assets of the Company.

At least one-quarter of the directors of the Company should be persons ordinarily resident in Canada and all must be at least 18 years of age. There is no minimum share ownership to be a director. No person shall be a director of the Company who is not capable of managing their own affairs; is an undischarged bankrupt or who is a person who is not an individual.

Shareholders

An annual general meeting shall be held once in every calendar year at such time and place as may be determined by the directors. A quorum at an annual general meeting and special meeting shall be two shareholders or one or more proxy holder representing two shareholders, or one shareholder and a proxy holder representing another shareholder. There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act, (the “Investment Act”) discussed below under “Item 10. Additional Information, D. Exchange Controls.”

In accordance with Alberta law, directors shall be elected by an “ordinary resolution” which means (a) a resolution passed by the shareholders of the Company in general meeting by a simple majority of the votes cast in person or by proxy, or (b) a resolution that has been signed by all shareholders entitled to vote on the resolution.

Under Alberta law certain items such as an amendment to the Company’s articles or entering into a merger, requires approval by a special resolution, which means (a) a resolution passed by a majority of not less than 2/3 of the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the company (b) a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.

Shareholder Rights Plan

The Company has approved a shareholder rights plan designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding Common Shares of the Company. The Rights Plan became effective as of January 20, 2021.

The primary objective of the Rights Plan is to provide the Board with sufficient time to explore and develop all options for maximizing shareholder value if a take-over bid is made for the Company and to provide every shareholder with an equal opportunity to participate in such a bid.

Term. Unless renewed, the Rights Plan will terminate on the close of business on the date of the 2024 annual meeting of shareholders.

Issue of Rights. Effective at the close of business on January 20, 2021, one right (a “TNX Right”) has been issued and attached to each Common Share issued and outstanding at the close of business on January 20, 2021 (the “Record Time”) and one TNX Right shall be issued in respect of each Common Share issued after the Record Time and prior to the earlier of the expiration time.

TNX Rights Exercise Privilege. The TNX Rights will separate from the Common Shares and will be exercisable ten trading days (the “Separation Time”) after a person has acquired, or commences a take-over bid to acquire, 20% or more of the shares, other than by an acquisition pursuant to a take-over bid permitted by the Rights Plan (a “Permitted Bid”). Prior to a flip-in event (as described below), each TNX Right entitles the registered holder thereof to purchase from the Company one Common Share at the exercise price equal to three times the market price of a Common Share, subject to adjustments and anti-dilution provisions. The beneficial acquisition by any person (an “Acquiring Person”) of 20% or more of the Common Shares, other than by way of a Permitted Bid, is referred to as a “Flip-in Event”. Any TNX Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each TNX Right (other than those held by the Acquiring Person), will permit registered holders to purchase, upon payment of the Exercise Price, a number of Common Shares having an aggregate market value equal to twice the Exercise Price.

Redemption. The Board, with the approval of a majority of the votes of the holders of Common Shares (or the holders of TNX Rights if the Separation Time has occurred) may redeem the TNX Rights at $0.00001 per TNX Right.

Amendment. The Board may amend the Rights Plan with the approval of a majority vote of the votes cast by shareholders (or the holders of TNX Rights if the Separation Time has occurred).

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C. Material Contracts

The following are the material contracts of the Company (other than contracts in the ordinary course of business) entered into within the last three years.

A. Financing Agreements.

Date	Name
December 18, 2020	Supplemental Agreement with two institutional accredited investors to issue up to $14.0 million in convertible debentures
February 9, 2021	Securities Purchase Agreement with several institutional accredited investors to issue up to $21.4 Million in a registered direct offering and a concurrent private placement warrants to purchase 16,461,539 common shares.

D. Exchange Controls

Canada

There is no law, governmental decree or regulation in Canada that restricts the export or import of capital or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares other than withholding tax requirements. Any such remittances to United States residents are subject to withholding tax. See “Taxation.”

There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Act. The following discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire the common shares.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless after review, the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the common shares by a non-Canadian other than a “WTO Investor” (as that term is defined by the Investment Act, and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when the Company was not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Act, was C$5,000,000 or more, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity, regardless of the value of the assets of the Company. An investment in the common shares by a WTO Investor, or by a non-Canadian when the Company was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Act was not less than a specified amount, which as specified in 2014 was any amount in excess of C$354 million. A non-Canadian would acquire control of the Company for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares. The acquisition of one third or more, but less than a majority of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of the common shares.

Certain transactions relating to the common shares would be exempt from the Investment Act, including: (a) an acquisition of the common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities; (b) an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and (c) an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the common shares, remained unchanged.

Foreign Investments and Exchange in Tanzania

The Tanzania Investment Centre (TIC) issues certificates of Approval to Foreign and Local Companies wishing to invest in Tanzania. Possession of Certificate of Approval entitles the investor to the following Tax Incentives under the Income Tax Act.

(i) maximum Corporate Tax Rate of 30% (Residents and Non-Residents)

(ii) Withholding Tax on Dividends = 10%

(iii) Withholding Tax on Interest = 10%

(iv) Carry forward of losses for unlimited period of time.

In 1992, the stringent foreign exchange legislation was repealed and the restriction on foreign commercial banks abolished. Any person whether resident or not may establish foreign currency accounts with any of the commercial banks and transfer foreign currency outside Tanzania without restriction. The Bank of Tanzania regulates commercial banks and approves the establishment of offshore foreign currency accounts by residents. There are no controls on foreign exchange rates or interest rate on loans and overdrafts.

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E. Taxation

Material Canadian Federal Income Tax Considerations

The following is a summary of the principal Canadian federal income tax considerations of the purchase, ownership and disposition of the common shares offered hereunder generally applicable to purchasers of common shares of the Company who, at all relevant times, are residents of the U.S. for the purposes of the Canada-United States Tax Convention (1980), as amended (the “Convention”), are not resident in Canada or deemed to be resident in Canada for purposes of the Income Tax Act (Canada), as amended to the date hereof (the “Canadian Tax Act”), deal at arm’s length with and are not affiliated with the Company for the purposes of the Canadian Tax Act, and do not use or hold and are not deemed to use or hold such common shares in the course of carrying on or being deemed to be carrying on business in Canada (“U.S. Resident Holders”). Special rules, which are not discussed in this summary, may apply to a U.S. Resident Holder that is an insurer carrying on business in Canada and elsewhere.

This summary is based upon the current provisions of the Canadian Tax Act, the regulations thereunder, all specific proposals to amend the Canadian Tax Act and regulations thereunder publicly announced by or on behalf of the Minister of Finance of Canada prior to the date hereof (the “Proposals”), the provisions of the Convention as in effect on the date hereof, and an understanding, based on publicly available published materials, of the current administrative policies and assessing practices of the Canada Revenue Agency in force as of the date hereof. Other than the Proposals, this summary does not consider or anticipate any changes in law or in the administrative policies or assessing practices of the Canada Revenue Agency, whether by legislative, governmental or judicial action, nor does it take into account tax laws of any province or territory of Canada or of any jurisdiction outside Canada which may differ significantly from those discussed herein. The summary assumes that the Proposals will be enacted substantially as proposed, but there can be no assurance that the Proposals will be enacted as proposed or at all.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular U.S. Resident Holder, and no representation with respect to the tax consequences to any particular U.S. Resident Holder is made. The tax liability of a U.S. Resident Holder will depend on the holder’s particular circumstances. Accordingly, U.S. Resident Holders should consult with their own tax advisors for advice with respect to their own particular circumstances.

For purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of the common shares must be expressed in Canadian dollars using the rate of exchange quoted by the Bank of Canada at noon on the day the amount first arose, or such other rate of exchange as is acceptable to the Canada Revenue Agency.

Dividends

Dividends paid or credited or deemed under the Canadian Tax Act to be paid or credited to a U.S. Resident Holder on the common shares are subject to Canadian withholding tax equal to 25% of the gross amount of such dividends. Under the Convention and subject to the provisions thereof, the rate of Canadian withholding tax which would apply to dividends paid on the common Shares to a U.S. Resident Holder that beneficially owns such dividends and is fully entitled to the benefits under the Convention is generally 15%, unless the beneficial owner is a company which owns at least 10% of the voting shares of the Company at that time, in which case the rate of Canadian withholding tax is reduced to 5%.

Dispositions

A U.S. Resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized by the holder on a disposition or deemed disposition of common shares, provided that the shares do not constitute “taxable Canadian property” of the U.S. Resident Holder for purposes of the Canadian Tax Act. The common shares will generally not constitute taxable Canadian property of a U.S. Resident Holder at the time of disposition provided that the common shares are listed on a designated stock exchange (which includes the TSX and the NYSE American) at that time unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (i) the U.S. Resident Holder, persons with whom the U.S. Resident Holder did not deal at arm’s length and partnerships whose members include, either directly or indirectly through one or more partnerships, the U.S. Resident Holder or persons that do not deal at arm's length with the U.S. Resident Holder, or the U.S. Resident Holder together with all such persons owned 25% or more of the issued shares of any class of the capital stock of the Company, and (ii) more than 50% of the fair market value of such shares was derived directly or indirectly from Canadian real estate, “Canadian resources properties” (as defined in the Canadian Tax Act), “timber resource property” (as defined in the Canadian Tax Act) or an option, an interest or right in such property, whether or not such property exists. Notwithstanding the foregoing, the common shares may otherwise be deemed to be taxable Canadian property to a U.S. Resident Holder for purposes of the Canadian Tax Act in particular circumstances. U.S. Resident Holders to whom common shares constitute taxable Canadian property should consult with their own tax advisors as to the Canadian income tax consequences of a disposition of the common shares.

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Certain United States Federal Income Tax Considerations

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from the acquisition and disposition of the common shares. This summary applies only to U.S. Holders who hold common shares as capital assets (generally, property held for investment).

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder as a result of the ownership and disposition of common shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder. In addition, this summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. Medicare contribution, U.S. state and local, or non-U.S. tax consequences of the acquisition, ownership or disposition of common shares. Except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local and non-U.S. tax consequences of the acquisition, ownership, or disposition of common shares.

No opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership or disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, any position taken in this summary. In addition, because the authorities upon which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

Scope of This Disclosure

Authorities. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date hereof. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders. For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes:

• An individual who is a citizen or resident of the U.S.;

• A corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

• An estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• A trust that (a) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders. For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of common shares that is not a partnership (or other “pass-through” entity) for U.S. federal income tax purposes and is not a U.S. Holder. This summary does not address the U.S. federal income tax considerations applicable to non-U.S. Holders arising from the acquisition, ownership or disposition of common shares.

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Accordingly, a non-U.S. Holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application of and operation of any income tax treaties) relating to the purchase of the common shares pursuant to the acquisition, ownership or disposition of common shares.

Transactions Not Addressed. This summary does not address the tax consequences of transactions effected prior or subsequent to, or concurrently with, any purchase of the securities (whether or not any such transactions are undertaken in connection with the purchase of the securities), other than the U.S. federal income tax considerations to U.S. Holders of the acquisition of common shares and the ownership and disposition of such common shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations of the acquisition, ownership, or disposition of common shares by U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following: (a) tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) broker-dealers, dealers, or traders in securities or currencies that elect to apply a “mark-to-market” accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquire common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) U.S. Holders that own directly, indirectly, or by attribution, 10% or more, by voting power or value, of the outstanding stock of the Company; and (i) U.S. Holders subject to Section 451(b) of the Code. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold common shares in connection with carrying on a business in Canada; (d) persons whose common shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application and operation of any income tax treaties) relating to the acquisition, ownership, or disposition of common shares.

If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences to such partnership and the partners (or other owners) of such partnership of the acquisition, ownership, or disposition of the common shares generally will depend on the activities of the partnership and the status of such partners (or other owners). This summary does not address the U.S. federal income tax consequences for any such partner or partnership (or other “pass-through” entity or its owners). Owners of entities and arrangements that are classified as partnerships (or other “pass-through” entities) for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the acquisition, ownership, or disposition of common shares.

Distributions on Common Shares

As stated above, we have never paid a dividend and have no intention of paying a dividend. Subject to the PFIC rules discussed below, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares (see “Sale or Other Taxable Disposition of Common Shares” below). However, the Company may not maintain calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the common shares will be reported to them as a dividend. Dividends received on the common shares generally will not be eligible for the “dividends received deduction” available to U.S. corporate shareholders receiving dividends from U.S. corporations. If the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or another qualifying income tax treaty with the United States that includes an exchange of information program which the U.S. Treasury Department has determined is satisfactory for these purposes, or its shares are readily tradable on an established securities market in the U.S., dividends paid by the Company to non-corporate U.S. Holders generally will be eligible for the preferential tax rates applicable to long-term capital gains, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

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Sale or Other Taxable Disposition of Common Shares

Subject to the PFIC rules discussed below, upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize a capital gain or loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holder’s tax basis in the common shares sold or otherwise disposed of. Such capital gain or loss will generally be a long-term capital gain or loss if, at the time of the sale or other taxable disposition, the U.S. Holder’s holding period for the common shares is more than one year. Preferential tax rates apply to long-term capital gains of non-corporate U.S. Holders. Deductions for capital losses are subject to significant limitations under the Code. A U.S. Holder’s tax basis in common shares generally will be such U.S. Holder’s U.S. dollar cost for such common shares.

PFIC Status of the Company

The Company had no revenues for its taxable year ended August 31, 2021, and has not performed an analysis of whether or not it was or will be deemed a PFIC for its prior and current taxable years. If the Company is or becomes a PFIC, the foregoing description of the U.S. federal income tax consequences to U.S. Holders of the ownership of Common Shares will be different. The U.S. federal income tax consequences of owning and disposing of common shares if the Company is or becomes a PFIC are described below under the heading “Tax Consequences if the Company is a PFIC.”

A non-U.S. corporation is a PFIC for each tax year in which (i) 75% or more of its gross income is passive income (as defined for U.S. federal income tax purposes) (the “income test”) or (ii) 50% or more (by value) of its assets (based on an average of the quarterly values of the assets during such tax year) either produce or are held for the production of passive income (the “asset test”). For purposes of the PFIC provisions, “gross income” generally includes sales revenues less cost of goods sold, plus income from investments and from incidental or other operations or sources, and “passive income” generally includes dividends, interest, certain rents and royalties, certain gains from commodities or securities transactions and the excess of gains over losses from the disposition of certain assets which product passive income. If a non-U.S. corporation owns at least 25% (by value) of the stock of another corporation, the non-U.S. corporation is treated, for purposes of the income test and asset test, as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.

Under certain attribution and indirect ownership rules, if the Company is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of the Company’s direct or indirect equity interest in any company that is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S. federal income tax on their proportionate share of (a) any “excess distributions,” as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of common shares. Accordingly, U.S. Holders should be aware that they could be subject to tax even if no distributions are received and no redemptions or other dispositions of the Company’s common shares are made.

The determination of PFIC status is inherently factual, is subject to a number of uncertainties, and can be determined only annually at the close of the tax year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. There can be no assurance that the Company will or will not be determined to be a PFIC for the current tax year or any prior or future tax year, and no opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or will be requested. U.S. Holders should consult their own U.S. tax advisors regarding the PFIC status of the Company.

Tax Consequences if the Company is a PFIC

If the Company is a PFIC for any tax year during which a U.S. Holder holds common shares, special rules may increase such U.S. Holder’s U.S. federal income tax liability with respect to the ownership and disposition of such common shares. If the Company is a PFIC for any tax year during which a U.S. Holder owns common shares, the Company will be treated as a PFIC with respect to such U.S. Holder for that tax year and for all subsequent tax years, regardless of whether the Company meets the income test or the asset test for such subsequent tax years, unless the U.S. Holder makes a “deemed sale” election with respect to the common shares. If the election is made, the U.S. Holder will be deemed to sell the common shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s common shares would not be treated as shares of a PFIC unless the Company subsequently becomes a PFIC. U.S. Holders should consult their own U.S. tax advisors regarding the availability and desirability of a deemed sale election.

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Under the default PFIC rules:

• Any gain realized on the sale or other disposition (including dispositions and certain other events that would not otherwise be treated as taxable events) of common shares (including an indirect disposition of the stock of any Subsidiary PFIC) and any “excess distribution” (defined as a distribution to the extent it (together with all other distributions received in the relevant tax year) exceeds 125% of the average annual distribution received during the shorter of the preceding three years or the U.S. Holder’s holding period for the common shares) received on common shares or with respect to the stock of a Subsidiary PFIC will be allocated ratably to each day of such U.S. Holder’s holding period for the common shares:

• The amount allocated to the current tax year and any year prior to the first year in which the Company was a PFIC will be taxed as ordinary income in the current year;

• The amount allocated to each of the other tax years (the “Prior PFIC Years”) will be subject to tax at the highest ordinary income tax rate in effect for the applicable class of taxpayer for that year; and

• An interest charge will be imposed with respect to the resulting tax attributable to each Prior PFIC Year.

A U.S. Holder that makes a timely and effective “mark-to-market” election under Section 1296 of the Code (a “Mark-to-Market Election”) or a timely and effective election to treat the Company and each Subsidiary PFIC as a “qualified electing fund” (a “QEF”) under Section 1295 of the Code (a “QEF Election”) may generally mitigate or avoid the default PFIC rules described above with respect to common shares U.S. Holders should be aware that there can be no assurance that the Company has satisfied or will satisfy the recordkeeping requirements that apply to a QEF or that the Company has supplied or will supply U.S. Holders with information such U.S. Holders require to report under the QEF rules in the event that the Company is a PFIC for any tax year.

A timely and effective QEF Election requires a U.S. Holder to include currently in gross income each year its pro rata share of the Company’s ordinary earnings and net capital gains, regardless of whether such earnings and gains are actually distributed. Thus, a U.S. Holder could have a tax liability with respect to such ordinary earnings or gains without a corresponding receipt of cash from the Company. If the Company is a QEF with respect to a U.S. Holder, the U.S. Holder’s basis in the common shares will be increased to reflect the amount of the taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the common shares and will not be taxed again as a distribution to a U.S. Holder. Taxable gains on the disposition of common shares by a U.S. Holder that has made a timely and effective QEF Election are generally capital gains. A U.S. Holder must make a QEF Election for the Company and each Subsidiary PFIC if it wishes to have this treatment. To make a QEF Election, a U.S. Holder will need to have an annual information statement from the Company setting forth the ordinary earnings and net capital gains for the year and the Company may not provide this statement, in which case a QEF Election cannot be made. In general, a U.S. Holder must make a QEF Election on or before the due date for filing its income tax return for the first year to which the QEF Election will apply. Under applicable Treasury Regulations, a U.S. Holder will be permitted to make retroactive elections in particular, but limited, circumstances, including if it had a reasonable belief that the Company was not a PFIC and did not file a protective election. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

Each U.S. Holder should consult its own tax advisor regarding the availability and desirability of, and procedure for, making a timely and effective QEF Election (including a “pedigreed” QEF election where necessary) for the Company and any Subsidiary PFIC.

Alternatively, a Mark-to-Market Election may be made with respect to “marketable stock” in a PFIC if the stock is “regularly traded” on a “qualified exchange or other market” (within the meaning of the Code and the applicable U.S. Treasury Regulations). A class of stock that is traded on one or more qualified exchanges or other markets is considered to be “regularly traded” for any calendar year during which such class of stock is traded in other than de minimis quantities on at least 15 days during each calendar quarter. If the common shares are considered to be “regularly traded” within this meaning, then a U.S. Holder generally will be eligible to make a Mark-to-Market Election with respect to its common shares. However, there is no assurance that the common shares will be or remain “regularly traded” for this purpose. A Mark-to-Market Election may not be made with respect to the stock of any Subsidiary PFIC. Hence, a Mark-to-Market Election will not be effective to eliminate the application of the default PFIC rules, described above, with respect to deemed dispositions of Subsidiary PFIC stock, or excess distributions with respect to a Subsidiary PFIC.

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A U.S. Holder that makes a timely and effective Mark-to-Market Election with respect to common shares generally will be required to recognize as ordinary income in each tax year in which the Company is a PFIC an amount equal to the excess, if any, of the fair market value of such shares as of the close of such taxable year over the U.S. Holder’s adjusted tax basis in such shares as of the close of such taxable year. A U.S. Holder’s adjusted tax basis in the common shares generally will be increased by the amount of ordinary income recognized with respect to such shares. If the U.S. Holder’s adjusted tax basis in the common shares as of the close of a tax year exceeds the fair market value of such shares as of the close of such taxable year, the U.S. Holder generally will recognize an ordinary loss, but only to the extent of net mark-to-market income recognized with respect to such shares for all prior taxable years. A U.S. Holder’s adjusted tax basis in its common shares generally will be decreased by the amount of ordinary loss recognized with respect to such shares. Any gain recognized upon a disposition of the common shares generally will be treated as ordinary income, and any loss recognized upon a disposition generally will be treated as an ordinary loss to the extent of net mark-to-market income recognized for all prior taxable years. Any loss recognized in excess thereof will be taxed as a capital loss. Capital losses are subject to significant limitations under the Code.

Each U.S. Holder should consult its own tax advisor regarding the availability and desirability of, and procedure for, making a timely and effective Mark-to-Market Election with respect to the common shares.

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the ownership or disposition of common shares may (under certain circumstances) be entitled to receive either a deduction or a credit for such Canadian income tax paid generally at the election of such U.S. Holder. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all creditable foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a non-U.S. corporation should be treated as foreign source for this purpose, and gains recognized on the sale of securities of a non-U.S. corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty and if an election is properly made under the Code. However, the amount of a distribution with respect to the common shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Special rules apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution, including a constructive distribution, from a PFIC. Subject to such special rules, non-U.S. taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult its own tax advisor regarding their application to the U.S. Holder.

Receipt of Foreign Currency

The amount of any distribution or proceeds paid in Canadian dollars to a U.S. Holder in connection with the ownership of common shares, or on the sale or other taxable disposition of common shares will be included in the gross income of a U.S. Holder as translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the payment, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and engages in a subsequent conversion or other disposition of the Canadian dollars may have a foreign currency exchange gain or loss that would generally be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method with respect to foreign currency.

Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.

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Information Reporting; Backup Withholding

Under U.S. federal income tax law, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a non-U.S. corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign assets in excess of certain threshold amounts. The definition of “specified foreign financial assets” includes not only financial accounts maintained in non-U.S. financial institutions, but also, if held for investment and not in an account maintained by certain financial institutions, any stock or security issued by a non-U.S. person, any financial instrument or contract that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. A U.S. Holder may be subject to these reporting requirements unless such U.S. Holder’s common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns on IRS Form 8938, and, if applicable, filing obligations relating to the PFIC rules, including possible reporting on an IRS Form 8621.

Payments made within the U.S. or by a U.S. payor or U.S. middleman of (a) distributions on the common shares, and (b) proceeds arising from the sale or other taxable disposition of common shares generally will be subject to information reporting. In addition, backup withholding, currently at a rate of 24%, may apply to such payments if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding. Certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. The information reporting and backup withholding rules may apply even if, under the Canada-U.S. Tax Convention, payments are eligible for a reduced withholding rate.

The discussion of reporting requirements set forth above is not intended to constitute an exhaustive description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and, under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL U.S. TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE OWNERSHIP, EXERCISE OR DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

Tanzania

Taxation

Tax in Tanzania is levied based on residence and source. Resident persons are taxed on worldwide income whilst non-residents are only taxed on income sourced in Tanzania. An individual is considered to be Tanzanian resident if he has a permanent home in Tanzania and is present during any part of the year, he was resident in Tanzania during the year of income for periods amounting in aggregate to 183 days or more; or if he was in the United Republic in that year of income and each of the two preceding years of income for periods averaging more than 122 days in each such year of income. An individual is a short-term resident at the end of any income year if during the whole of one’s life one has been resident in Tanzania no more than two years in total.

The minimum annual income tax threshold is TShs. 3,240,000 or TShs. 270,000 per month. Income Tax Rates vary from Nil up to 30%. Prevailing corporate income tax rate is 30%.

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Value Added Tax (“VAT”)

Taxable Supplies	Rate
Supply of goods and services in Mainland Tanzania Supply of goods and services in Zanzibar	18% 15%
Import of goods and services in Mainland Tanzania Import of goods and services in Zanzibar	18% 15%
Export of goods and services (upon meeting certain conditions) from United Republic of Tanzania	0%

Exempt imports and local supplies are provided under the exemption schedule of the Value Added Tax Act 2014 (VAT Act).

VAT registrable threshold is TShs. 100 Million (or about $43,400 at prevailing exchange rates).

Withholding Tax

Withholding tax is charged at the rates specified below:

	Resident	Non-Resident
Dividend to a company controlling 25% or more of the voting power and holding 25% or more of the shares	5%	10%
Dividend from listed on the Dar es Salaam Stock Exchange	5%	5%
Dividends otherwise	10%	10%
Interest	10%	10%
Royalties	15%	15%
Natural resource payment	15%	15%
Management Fees	5%	15%
Professional Fees	5%	15%
Rent, Premium for Use of Property (land, buildings and aircraft)	10%	10%
Rent of assets other than mentioned above	0%	10%
Pension/Retirement Annuity	10%	15%
Service fee	5%	15%
Insurance premium	0	5%

Special Rates for Persons Engaged in “Mining Operations” Rates

	Resident	Non-Resident
Technical Services to Mining Operations	5%	15%
Management Fee	5%	15%

Capital Gains Taxation

0% applies to capital gains on the sale of shares listed at the DSM Stock Exchange provided that the shares are owned by a resident person or a non-resident person who controls less than 25% of the controlling shares of the company. Normal pay as you earn rates with a marginal rate of 30% applies to capital gains by resident individuals, 30% applies to capital gains by corporations.

Thin capitalization

For exempt controlled entities, the interest expense that is allowable for tax purposes is restricted to debt and equity ratio of 7 to 3. Debts and equity are defined terms in the legislation. Any interest expense relating to debts exceeding this ratio is permanently disallowed.

Stamp duty

Stamp duty is chargeable on various legal documents and agreements (e.g. transfer of shares, issue of shares, etc.) generally at ad valorem rates of up to 1% of the consideration.

71

Customs Duty

There are three import duty rates: 0% for capital goods and raw materials, 10% for semi – finished goods and 25% for finished final consumer goods. Goods originating from the Southern African Development Community (SADC) or the East African Community (EAC) have preferential or nil customs duty rates. However, one can enjoy such privileges upon submission of the certificate of origin for the goods imported. Most imports are also subject to Custom Processing Fee (CPF) of 0.6% of the value of the goods imported and 1.5% Railway Development Levy.

Mining Sector

The Tax Incentives and Investment allowances are designed to encourage industrial growth and attract foreign investments. They are granted for capital expenditure on hotels and manufacturing and mining operations. The allowance is a deduction in computing taxable income.

The government of Tanzania also imposes a royalty on the gross value of all production equal to 5% for diamonds and 4% for metallic minerals (including copper, silver, gold and platinum group minerals). In addition, a 1% inspection fee applies on mineral exportation (the base of calculation is gross value, similar to royalties).

The VAT Act exempts from VAT import of goods by a registered and licensed explorer or prospector for the exclusive use in oil, gas or mineral exploration or prospecting activities to the extent that those goods are eligible for relief from customs duties under the East African Customs Management Act.

The East African Customs Management Act exempts machinery and spare parts thereof used in mining imported by licensed mining companies.

Double Taxation Agreement

Tanzania has tax treaties to prevent double taxation with Canada, Denmark, Finland, India, Italy, Norway, South Africa, Sweden and Zambia. We understand that negotiations on treaties with other countries are currently on hold and are expected to resume early next week.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

The Company files annual reports and other information with the SEC. The SEC maintains a website, www.sec.gov where you may obtain our reports. The Company also files certain reports with the Canadian Securities Administrators that you may obtain through access of the SEDAR website, www.sedar.com.

Copies of the Company’s material contracts are kept in the Company’s principal executive office.

I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk, primarily related to foreign exchange and metals prices (gold in particular). The Company uses the U.S. dollar as its reporting currency, but the Company converts U.S. dollars to Tanzanian schillings. The Company is therefore exposed to foreign exchange movements in Tanzania where the Company is incurring costs in conducting exploration activities. Most of the Company’s exploration work is conducted in U.S. dollars; however, some general and administrative expenses are paid in Tanzanian schillings.

72

Such administrative expense by currency may change from time to time, but it has been roughly the same year to year. Further, the Company incurred net exploration costs of $7.6 million and $7.1 million for the years ended August 31, 2021 and 2020 respectively, which are primarily paid in U.S. dollars.

The Company has not entered into any material foreign exchange contracts to minimize or mitigate the effects of foreign exchange fluctuations on the Company's operations. Based on prior years, the Company does not believe that it is subject to material foreign exchange fluctuations. However, no assurance can be given that this will continue to be true in the future.

The market prices of most precious metals, including gold, have generally increased over the past three years, but are subject to market fluctuations based primarily on supply and demand.

Item 12. Description of Securities Other than Equity Securities

Not applicable

Part II

Item 13. Defaults, Dividend Arrears and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not Applicable.

Item 15. Controls and Procedures

(a) Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, the Company’s principal executive officer and principal financial officer evaluated the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 20-F. Based on the evaluation, these officers concluded that as of the end of the period covered by this Annual Report on Form 20-F, the Company’s disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities and Exchange Commission. These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that that disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.”

Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. The Company intends to remediate the material weaknesses as set out below.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the Company. The Company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

73

Management, including the principal executive officer and principal financial officer conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of August 31, 2021 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded the Company’s internal control over financial reporting was not effective as at August 31, 2021 due to the following material weaknesses: (i) lack of timely review and approval of certain journal entries and reconciliations; (ii) lack of related oversight and accuracy for recognition of certain charges in the Company’s books; and (iii) lack of adequate oversight related to the development and performance of internal controls. Due to the limited number of personnel in the Company, there are inherent limitations to segregation of duties amongst personnel to perform adequate oversight, including oversight regarding complex International Financial Reporting Standards that may cause misinterpretation and misapplication.

The Company intends to take steps to enhance and improve the design of its internal controls over financial reporting; however during the period covered by this Annual Report on Form 20-F, the Company has not been able to remediate the material weaknesses identified above. Further, proposed changes to address the material weaknesses will take time to implement due to, among other things, a limited number of staff at the Company.

While the implementation and documentation of internal controls was not complete by August 31, 2021, the Company has taken significant steps to enhance and improve the design of its ICFR by putting in place several compensating controls including:

· Engagement of a local Tanzanian Certified Public Accounting firm to review the Buckreef, Tanzam and Tancan books and records, from the invoice level, to ensure completeness and accuracy of recordkeeping in the appropriate account, entity and period. No material misstatements, either individually or in aggregate were identified.

· Reduced Delegation of Authority limits over cash payments to a zero dollar approval threshold. Executive management (CFO, COO) and site General Managers review and approve every dollar of expenditure and only advance funds for payment based on approved invoices, signed by site GMs and approved by the CFO and COO.

· Hired a VP Finance and Corporate Controller to supplement review and approval of invoices, journal entries, reconciliations, financial statements and note disclosure to improve segregation of duties and internal controls around financial reporting.

· Hired a Senior Procurement Officer at Buckreef to enhance supply chain controls, approvals and authorizations while improving segregation of duties around the procure to pay process.

· Hired two new inventory storekeepers at Buckreef to improve segregation of duties around inventory management, stock count inspections, supplies reconciliations and inventory controls.

· Enhanced use of ERP to automate certain reconciliations, including fixed asset continuity and depreciation schedules, to eliminate risk of manual spreadsheet errors and to automate more timely review and approval of certain processes.

· Engaging third party service provider to assist in the review, implementation and evaluation of Company’s controls and procedures.

It is Management’s intention to formally review, document and implement the Company’s key controls, including IT General Controls (“ITGCs”), ICFR and DC&P as per the COSO 2013 Framework, as well as develop key risk control matrices to mitigate the risk of material weaknesses in the future.

This annual report includes an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

74

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Controls over Financial Reporting

During the year ended August 31, 2021, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonable likely to materially affect, its internal control over financial reporting.

Item 16 A. Audit Committee Financial Expert

The Company’s Board has determined that Dr. Norman Betts qualified as an Audit Committee financial expert. Dr. Betts is an “independent director”, as defined under NI 52-110 and as defined pursuant to Section 803 of the NYSE American LLC Company Guide (as such definition may be modified or supplemented). The SEC has indicated that the designation of an audit committee financial expert does not make that person an “expert” for any purpose, impose any duties, obligations, or liability on that person that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation, or affect the duties, obligations, or liabilities of any other member of the audit committee.

Item 16 B. Code of Ethics

The Company has a Code of Ethics and Business Conduct that applies to the Company’s directors, officers, employees and consultants. In addition, the Company has a Code of Ethical Conduct for Financial Managers that applies to its principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions. A copy of the Company’s Code of Ethics and Business Conduct and Code of Ethical Conduct for Financial Managers can be found on its website at www.tangoldcorp.com. The Company will report any amendment or waiver to the Code of Ethics on its website within five business days of such amendment or waiver.

The Company undertakes to provide any person without charge a copy of its code of ethics. Persons requesting a copy should address their request to Corporate Secretary, Tanzanian Gold Corporation, 150 King Street West, Suite 200, Toronto, Ontario, M5H 1J9.

Item 16 C. Principal Accountant Fees and Services

The Company’s independent auditor for the fiscal years ended August 31, 2021 and 2020 was Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants.

The Company’s Audit and Compensation Committee pre-approves all services provided by its independent auditors. All of the services and fees described below were reviewed and pre-approved by the Audit and Compensation Committee.

The following summarizes the significant professional services rendered by Dale Matheson Carr-Hilton Labonte LLP for the year ended August 31, 2021 and 2020.

Financial Year Ending August 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2021	C$152,000	C$20,000	Nil	Nil
2020	C$152,750	C$24,000	Nil	Nil

Item 16 D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16 E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16 F. Change in Registrant’s Certifying Accountant

Not applicable.

75

Item 16 G. Corporate Governance

The Company’s common shares are listed on the NYSE American. Section 110 of the NYSE American Company Guide permits NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. The following is a description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE American standards:

Shareholder Meeting Quorum Requirement. The NYSE American minimum quorum requirement for shareholder meeting is 33 1/3% of the outstanding shares of common stock. In addition, a company listed on NYSE American is required to state its quorum requirement in its bylaws. The Company’s quorum requirement is set forth in its bylaws. The Company’s bylaws provide that a quorum at any meeting of shareholders shall be persons present not being less than two in number and who hold or represent not less than 20% of the total number of the issued shares of the Company.

Proxy Delivery Requirement. NYSE American requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the SEC. The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of such Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

Shareholder Approval Requirements. NYSE American requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of presently outstanding shares for less than the greater of book or market value of the shares. In general, there is no such requirement under the rules of the TSX unless the transaction results in a change of control. The Company may seek a waiver from NYSE American’s shareholder approval requirements in circumstances where the securities issuance does not trigger such a requirement under the rules of the TSX.

The foregoing is consistent with the laws, customs and practices in Canada.

Item 16 H. Mine Safety Disclosure

The Company is in the exploration and development stage and its mining properties are located outside the United States.

Item 16 I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Part III

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are expressed in United States dollars. See Exhibit 15.1.

76

Item 19. Exhibits

Exhibit No.	Name
1.1	Articles and Bylaws of Tan Range Exploration Corporation, as amended. (Incorporated by reference to Form 20-F Registration Statement filed on March 15, 2004)
1.2	Certificate of Amendment for Change of Name dated February 28, 2006 (Incorporated by reference to Form 20-F Registration Statement filed on November 27, 2009)
1.3	Certificate of Amendment and Registration of Restated Articles dated March 7, 2008 for increase in the maximum number of directors to eleven (Incorporated by reference to Form 20-F Registration Statement on November 27, 2009)
2.1	Omnibus Equity Incentive Plan*
2.2	Shareholder Rights Plan*
4.1	Joint Venture Agreement dated October 25, 2011 between the Company and State Mining Corporation (Incorporated by reference to Form 20-F Annual Report filed on December 12, 2011)
4.2	Sales Agreement dated May 2, 2019 with R.F. Lafferty pursuant to which the Company may issue and sell through the Agent up to $3.0 million in common shares in an at-the-market offering. (Incorporated by reference to Form 6-K filed on May 3, 2019)
4.3	Underwriting Agreement dated August 9, 2019, with R.F. Lafferty in which the Underwriters will sell, on a best-efforts basis, an aggregate of up to 4,000,000 common shares, no par value.  (Incorporated by reference to Form 6-K filed on August 9, 2019)
4.4	Securities Purchase Agreement dated July 22, 2020 (Incorporated by reference to Form 6-K filed on July 23, 2020)
4.5	Form of Warrant (Incorporated by reference to Form 6-K filed on July 23, 2020)
4.6	Form of Registration Rights Agreement (Incorporated by reference to Form 6-K filed on July 23, 2020)
4.7	Form of Securities Purchase Agreement (Incorporated by reference to Form 6-K for February 9, 2021)
4.8	Form of Warrant (Incorporated by reference to Form 6-K filed on February 9, 2021)
8.1	List of Subsidiaries (disclosed in Item 4.C. of this Form 20-F)
12.1	Certification of the Principal Executive Officer under the Sarbanes-Oxley Act*
12.2	Certification of the Principal Financial Officer under the Sarbanes-Oxley Act*
13.1	Certification under Section 1350*
15.1	Consolidated Financial Statements for the years ended August 31, 2021, 2020 and 2019*
15.2	Management’s Discussion and Analysis for the years ended August 31, 2021 and 2020*
15.3	Consent of DMCL Chartered Professional Accountants LLP dated December 2, 2021*
15.4	Consent of Crundwell Metallurgy (Crundwell)*
15.5	Consent of Virimai Projects (Virimai) *
96.1	NI 43-101 Technical Report: Updated Mineral Resource Estimate for the Buckreef Gold Mine Project, Tanzania, East Africa (Incorporated by reference to Form 6-K for June 23, 2020, as amended on July 20, 2021)
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*        Filed herewith

77

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing this Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Date: November 29, 2021

TANZANIAN GOLD CORPORATION
By:	/s/ Stephen Mullowney
	Stephen Mullowney,
	Chief Executive Officer
	(Principal Executive Officer”)

EX-2.1

Exhibit 2.1

TANZANIAN GOLD CORPORATION

OMNIBUS EQUITY INCENTIVE PLAN

June 26, 2019

TABLE OF CONTENTS

		Page
Article 1 PURPOSE		1
1.1	Purpose	1
Article 2 INTERPRETATION		1
2.1	Definitions	1
2.2	Interpretation	8
Article 3 ADMINISTRATION		9
3.1	Administration	9
3.2	Delegation to Committee	10
3.3	Determinations Binding	10
3.4	Eligibility	10
3.5	Plan Administrator Requirements	10
3.6	Total Shares Subject to Awards	11
3.7	Limits on Grants of Awards	11
3.8	Award Agreements	11
3.9	Non-transferability of Awards	12
Article 4 OPTIONS		12
4.1	Granting of Options	12
4.2	Exercise Price	12
4.3	Term of Options	12
4.4	Vesting and Exercisability	12
4.5	Payment of Exercise Price	13
Article 5 DEFERRED SHARE UNITS		14
5.1	Granting of DSUs	14
5.2	DSU Account	15
5.3	Vesting of DSUs	15
5.4	Settlement of DSUs	15

Article 6 RESTRICTED SHARE UNITS		16
6.1	Granting of RSUs	16
6.2	RSU Account	16
6.3	Vesting of RSUs	17
6.4	Settlement of RSUs	17
Article 7 PERFORMANCE SHARE UNITS		17
7.1	Granting of PSUs	17
7.2	Terms of PSUs	18
7.3	Performance Goals	18
7.4	PSU Account	18
7.5	Vesting of PSUs	18
7.6	Settlement of PSUs	18
Article 8 OTHER SHARE-BASED AWARDS		19
Article 9 ADDITIONAL AWARD TERMS		19
9.1	Dividend Equivalents	19
9.2	Blackout Period	20
9.3	Withholding Taxes	20
9.4	Recoupment	20
Article 10 TERMINATION OF EMPLOYMENT OR SERVICES		21
10.1	Termination of Employment, Services or Director	21
10.2	Discretion to Permit Acceleration	22

Article 11 EVENTS AFFECTING THE CORPORATION		23
11.1	General	23
11.2	Change in Control	23
11.3	Reorganization of Corporation’s Capital	24
11.4	Other Events Affecting the Corporation	24
11.5	Immediate Acceleration of Awards	25
11.6	Issue by Corporation of Additional Shares	25
11.7	Fractions	25
Article 12 U.S. TAXPAYERS		25
12.1	Provisions for U.S. Taxpayers	25
12.2	ISOs	25
12.3	ISO Grants to 10% Shareholders	26
12.4	$100,000 Per Year Limitation for ISOs	26
12.5	Disqualifying Dispositions	26
12.6	Section 409A of the Code	26
12.7	Section 83(b) Election	27
Article 13 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN		27
13.1	Amendment, Suspension, or Termination of the Plan	27
13.2	Shareholder Approval	27
13.3	Permitted Amendments	28
Article 14 MISCELLANEOUS		29
14.1	Legal Requirement	29
14.2	No Other Benefit	29
14.3	Rights of Participant	29
14.4	Corporate Action	29
14.5	Conflict	29
14.6	Anti-Hedging Policy	30
14.7	Participant Information	30
14.8	Participation in the Plan	30

14.9	International Participants	30
14.10	Successors and Assigns	30
14.11	General Restrictions on Assignment	30
14.12	Severability	31
14.13	Notices	31
14.14	Effective Date	31
14.15	Governing Law	31
14.16	Submission to Jurisdiction	31

Tanzanian Gold Corporation

Omnibus Equity Incentive Plan

Article 1
PURPOSE

1.1 Purpose

The purpose of this Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants, to reward such of those Directors, Employees and Consultants as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

Article 2
INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“Affiliate” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 – Prospectus Exemptions, as amended from time to time;

“Award” means any Option, Deferred Share Unit, Restricted Share Unit, Performance Share Unit or Other Share-Based Award granted under this Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein;

“Award Agreement” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, and evidencing the terms and conditions on which an Award has been granted under this Plan (including written or other applicable employment agreements) and which need not be identical to any other such agreements;

“Board” means the board of directors of the Corporation as it may be constituted from time to time;

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Toronto are open for commercial business during normal banking hours;

“Canadian Taxpayer” means a Participant that is resident in Canada for purposes of the Tax Act;

“Cash Fees” has the meaning set forth in Subsection 5.1(a);

“Cause” means, with respect to a particular Employee:

(a) “cause” as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee;

(b) in the event there is no written or other applicable employment agreement between the Corporation or a subsidiary of the Corporation or “cause” is not defined in such agreement, “cause” as such term is defined in the Award Agreement; or

(c) in the event neither clause (a) nor (b) apply, then “cause” as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where an employer can terminate an individual’s employment without notice or pay in lieu thereof;

“Change in Control” means the occurrence of any one or more of the following events:

(a) any transaction at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation or a wholly-owned subsidiary of the Corporation) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Securities Act (British Columbia)) of, or acquires the right to exercise Control or direction over, securities of the Corporation representing more than 50% of the then issued and outstanding voting securities of the Corporation, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;

(b) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation to a Person other than a wholly-owned subsidiary of the Corporation;

(c) the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one or more Persons which were wholly-owned subsidiaries of the Corporation prior to such event;

(d) the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned subsidiary of the Corporation);

(e) any other event which the Board determines to constitute a change in control of the Corporation; or

(f) individuals who comprise the Board as of the last annual meeting of shareholders of the Corporation (the “Incumbent Board”) for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Corporation’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board;

provided that, notwithstanding clauses (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred pursuant to clauses (a), (b), (c) or (d) above if immediately following the transaction set forth in clause (a), (b), (c) or (d) above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (b) above) (the “Surviving Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“voting power”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “Parent Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “Non-Qualifying Transaction” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Corporation” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any Award that constitutes “deferred compensation” (within the meaning of Section 409A of the Code), the payment of which would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as “a change in control event” within the meaning of Section 409A of the Code;

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time;

“Commencement Date” has the meaning set forth in Section 10.1(e);

“Committee” has the meaning set forth in Section 3.2;

“Consultant” means an individual consultant or an employee or director of a consultant entity, other than a Participant that is an Employee, who:

(a) is engaged to provide services on a bona fide basis to the Corporation or a subsidiary of the Corporation, other than services provided in relation to a distribution of securities of the Corporation or a subsidiary of the Corporation;

(b) provides the services under a written contract with the Corporation or a subsidiary of the Corporation; and

(c) spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a subsidiary of the Corporation;

“Control” means:

(a) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

(b) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and

(c) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words “Controlled by”, “Controlling” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

“Corporation” means Tanzanian Gold Corporation;

“Date of Grant” means, for any Award, the date the Award was granted;

“Deferred Share Unit” or “DSU” means any right granted under Article 5 of this Plan;

“Director” means a director of the Corporation who is not an Employee;

“Director Fees” means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

“Disabled” or “Disability” means, in respect of a Participant, suffering from a state of mental or physical disability, illness or disease that prevents the Participant from carrying out his or her normal duties as an Employee for a continuous period of six months or for any period of six months in any consecutive twelve month period, as certified by two medical doctors or as otherwise determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

“Effective Date” means the effective date of this Plan, being June 26, 2019;

“Elected Amount” has the meaning set forth in Subsection 5.1(a);

“Electing Person” means a Participant who is, on the applicable Election Date, a Director;

“Election Date” means the date on which the Electing Person files an Election Notice in accordance with Subsection 5.1(b);

“Election Notice” has the meaning set forth in Subsection 5.1(b);

“Employee” means an individual who:

(a) is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation; or

(b) works full-time or part-time on a regular weekly basis for the Corporation or a subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary,

and, for greater certainty, includes any Executive Chairman of the Corporation.

“Exchange” means the TSX, NYSE American and any other exchange on which the Shares are or may be listed from time to time;

“Exercise Notice” means a notice in writing, signed by a Participant and stating the Participant’s intention to exercise a particular Option;

“Exercise Price” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

“Expiry Date” means the expiry date specified in the Award Agreement (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;

“Insider” has the meaning given to such term in the TSX Company Manual, as such manual may be amended, supplemented or replaced from time to time;

“Market Price” at any date in respect of the Shares shall be greater of the volume weighted average trading price of the Shares on the TSX or NYSE American, for the five trading days immediately preceding the Date of Grant (or, if such Shares are not then listed and posted for trading on the TSX or NYSE American, on such stock exchange on which the Shares are listed and posted for trading as may be selected for such purpose by the Board); provided that with respect to an Award made to a U.S. Taxpayer, such Participant and the number of Shares subject to such Award shall be identified by the Board or the Committee prior to the start of the applicable five trading day period. In the event that such Shares are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code;

“NYSE American” means the New York Stock Exchange American;

“Option” means a right to purchase Shares under Article 4 of this Plan that is non-assignable and non-transferable, unless otherwise approved by the Plan Administrator;

“Option Shares” means Shares issuable by the Corporation upon the exercise of outstanding Options;

“Other Share-Based Award” means any right granted under Article 8;

“Participant” means an Employee, Consultant or Director to whom an Award has been granted under this Plan;

“Participant’s Employer” means with respect to a Participant that is or was an Employee, the Corporation or such subsidiary of the Corporation as is or, if the Participant has ceased to be employed by the Corporation or such subsidiary of the Corporation, was the Participant’s Employer;

“Performance Goals” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

“Performance Share Unit” or “PSU” means any right granted under Article 7 of this Plan;

“Person” means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“Plan” means this Omnibus Equity Incentive Plan, as may be amended from time to time;

“Plan Administrator” means the Board or, to the extent that the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

“Restricted Share Unit” or “RSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

“Retirement” means, unless otherwise defined in the Participant’s written or other applicable employment agreement or in the Award Agreement, the termination of the Participant’s working career at the age of 67 or such other retirement age, with consent of the Plan Administrator, if applicable;

“Section 409A of the Code” means Section 409A of the Code and all regulations, guidance, compliance programs, and other interpretive authority issued thereunder;

“Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

“Security Based Compensation Arrangement” means a stock option, stock option plan,
employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation;

“Share” means one common share in the capital of the Corporation as constituted on the Effective Date, or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, and/or one share of any additional class of common shares in the capital of the Corporation as may exist from time to time, or after an adjustment contemplated by Article 11, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

“subsidiary” means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary, including, without limitation, Tacan Mining Company Limited and Tanzania American International Development Corporation, provided that, in the case of a Canadian Taxpayer, the issuer is related (for purposes of the Tax Act) to the Corporation;

“Tax Act” has the meaning set forth in Section 4.5(d);

“Termination Date” means:

(a) in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation in a written employment agreement, or other written agreement between the Employee and Corporation or a subsidiary of the Corporation, or (ii) if no written employment agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which an Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not mean the date of termination of any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant;

(b) in the case of a Consultant whose consulting agreement or arrangement with the Corporation or a subsidiary of the Corporation, as the case may be, terminates, the date that is designated by the Corporation or the subsidiary of the Corporation (as the case may be), as the date on which the Participant’s consulting agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given, and “Termination Date” specifically does not mean the date on which any period of notice of termination that the Corporation or the subsidiary of the Corporation (as the case may be) may be required to provide to the Participant under the terms of the consulting agreement or arrangement expires; or

(c) in the case of a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences a “separation from service” with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code.

“TSX” means the Toronto Stock Exchange;

“U.S.” means the United States of America; and

“U.S. Taxpayer” shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws.

2.2 Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

(b) As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

(e) Unless otherwise specified, all references to money amounts are to Canadian currency.

(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

Article 3
ADMINISTRATION

3.1 Administration

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants of Awards under the Plan may be made;

(b) make grants of Awards under the Plan, whether relating to the issuance of Shares or otherwise (including any combination of Options, Deferred Share Units, Restricted Share Units, Performance Share Units or Other Share-Based Awards), in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

(i)the time or times at which Awards may be granted;

(ii) the conditions under which:

(A) Awards may be granted to Participants; or

(B) Awards may be forfeited to the Corporation,

including any conditions relating to the attainment of specified Performance Goals;

(iii)the number of Shares to be covered by any Award;

(iv)the exercise price to be paid by a Participant in connection with the purchase of Shares covered by any Options;

(v)whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

(vi)any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

(c) establish the form or forms of Award Agreements;

(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;

(e) construe and interpret this Plan and all Award Agreements;

(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

(g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2 Delegation to Committee

(a) The initial Plan Administrator shall be the Compensation Committee of the Board.

(b) To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board, which need not be the Compensation Committee (the “Committee”) all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

3.3 Determinations Binding

Except as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation and all subsidiaries of the Corporation, the affected Participant(s), their respective legal and personal representatives and all other Persons.

3.4 Eligibility

All Employees, Consultants and Directors are eligible to participate in the Plan, subject to Section 10.1(f). Participation in the Plan is voluntary and eligibility to participate does not confer upon any Employee, Consultant or Director any right to receive any grant of an Award pursuant to the Plan. The extent to which any Employee, Consultant or Director is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

3.6 Total Shares Subject to Awards

(a) Subject to adjustment as provided for in Article 11 and any subsequent amendment to this Plan, the aggregate number of Shares reserved for issuance pursuant to Awards granted under this Plan, including any options granted under previous stock option plans outstanding as of the date of this Plan, shall not exceed 10% of the Corporation’s total issued and outstanding Shares from time to time . This Plan is considered an “evergreen” plan, since the shares covered by Awards which have been exercised or terminated shall be available for subsequent grants under the Plan and the number of Awards available to grant increases as the number of issued and outstanding Shares increases.

(b) To the extent any Awards (or portion(s) thereof) under this Plan are exercised, terminate or are cancelled for any reason prior to exercise in full, any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan.

(c) Any Shares issued by the Corporation through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise of Awards granted under this Plan.

3.7 Limits on Grants of Awards

Notwithstanding anything in this Plan:

(a) the aggregate number of Shares:

(i)issuable to Insiders at any time under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed 10% of the Corporation’s total issued and outstanding Shares; and

(ii)issued to Insiders within any one year period, under all of the Corporation’s Security Based Compensation Arrangements, shall not exceed 10% of the Corporation’s total issued and outstanding Shares,

provided that the acquisition of Shares by the Corporation for cancellation shall not constitute non-compliance with this Section 3.7 for any Awards outstanding prior to such purchase of Shares for cancellation.

3.8 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, any Award Agreement to a Participant granted an Award pursuant to this Plan.

3.9 Non-transferability of Awards

Except as permitted by the Plan Administrator, and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards or under this Plan whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

Article 4
OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

4.2 Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price on the Date of Grant.

4.3 Term of Options

Subject to Section 9.2 and any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date.

4.4 Vesting and Exercisability

(a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options.

(b) Once an instalment becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option or instalment may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any instalment of any Option becomes exercisable.

(c) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

(d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

4.5 Payment of Exercise Price

(a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by certified cheque, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation) whereby payment of the Exercise Price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, (ii) through the cashless exercise process set out in Section 4.5(b), or (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by the Securities Laws, or any combination of the foregoing methods of payment.

(b) Unless otherwise specified by the Plan Administrator and set forth in the particular Award Agreement, a Participant shall receive upon the exercise of an Option in accordance with the terms of this Plan (instead of payment of the Exercise Price and receipt of Shares issuable upon payment of the Exercise Price) the number of Shares equal to:

(i) the Market Price of the Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion thereof) is exercised, less

(ii) the aggregate Exercise Price of the Option (or portion thereof) surrendered relating to such Shares, divided by

(iii) the Market Price per Share as of the date such Option (or portion thereof) is exercised.

(c) No Shares will be issued or transferred until full payment therefor has been received by the Corporation.

(d) If a Participant exercises Options through the cashless exercise process set out in Section 4.5(b), to the extent that such Participant would be entitled to a deduction under paragraph 110(1)(d) of the Income Tax Act (Canada) (the “Tax Act”) in respect of such exercise if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken) on a timely basis after such exercise, the Corporation will cause such election to be so made and filed (and such other procedures to be so undertaken).

Article 5
DEFERRED SHARE UNITS

5.1 Granting of DSUs

(a) The Plan Administrator may fix, from time to time, a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 5.1(b) to participate in the grant of additional DSUs pursuant to this Article 5. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 5 shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The “Elected Amount” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that are otherwise intended to be paid in cash (the “Cash Fees”).

(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in the form of Schedule A hereto (the “Election Notice”) with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31^st in the year prior to the year to which such election is to apply (other than for Director Fees payable for the 2019 financial year, in which case any Electing Person who is not a U.S. Taxpayer as of the date of this Plan shall file the Election Notice by the date that is 30 days from the effective date of the Plan with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of an existing Electing Person who is a U.S. Taxpayer as of the Effective Date of this Plan, an initial Election Notice may be filed by the date that is 30 days from the Effective Date only with respect to compensation paid for services to be performed after the Election Date; and, in the case of a newly appointed Electing Person who is a U.S. Taxpayer, an Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the Election Date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

(c) Subject to Subsection 5.1(d), the election of an Electing Person under Subsection 5.1(b) shall be deemed to apply to all Cash Fees that would be paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.

(d) Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or her election to receive DSUs in lieu of Cash Fees by filing with the Chief Financial Officer of the Corporation a notice in the form of Schedule B hereto. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a “black-out” on trading. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to complying with Subsection 5.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 5, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs in lieu of cash again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs in lieu of cash for any calendar year is irrevocable for that calendar year after the expiration of the election period for that year and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Schedule C is delivered.

(e) Any DSUs granted pursuant to this Article 5 prior to the delivery of a termination notice pursuant to Section 5.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.

(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including Director Fees and any Elected Amount), as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.

(g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.

5.2 DSU Account

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

5.3 Vesting of DSUs

Except as otherwise determined by the Plan Administrator, DSUs shall vest immediately upon grant.

5.4 Settlement of DSUs

(a) DSUs shall be settled on the date established in the Award Agreement; provided, however that in no event shall a DSU Award be settled prior to, or later than one (1) year following, the date of the applicable Participant’s separation from service. In the case of a Participant (other than a Canadian Participant), in no event shall a DSU Award be settled later than three (3) years following the date of the applicable Participant’s separation from service. If the Award Agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the date of separation from service, subject to the delay that may be required under Section 12.6(d) below in the case of a U.S. Participant. Subject to Section 12.6(d) below in the case of a U.S. Participant, and except as otherwise provided in an Award Agreement, on the settlement date for any DSU, the Participant shall redeem each vested DSU for:

(i)one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or

(ii)a cash payment, or

(iii)a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

Article 6
RESTRICTED SHARE UNITS

6.1 Granting of RSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each RSU grant shall be evidenced by an Award Agreement.

(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 6 will be calculated by dividing (i) the amount of any compensation that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.

6.2 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

6.3 Vesting of RSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs.

6.4 Settlement of RSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs. Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Participant shall redeem each vested RSU for:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or

(ii) a cash payment, or

(iii)a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 6.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

(d) Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 6.4 any later than the final Business Day of the third calendar year following the year in which the RSU is granted.

Article 7
PERFORMANCE SHARE UNITS

7.1 Granting of PSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each PSU grant shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 7.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

7.2 Terms of PSUs

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a Participant’s employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

7.3 Performance Goals

The Plan Administrator will issue Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

7.4 PSU Account

All PSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

7.5 Vesting of PSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs.

7.6 Settlement of PSUs

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs. Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, the Participant shall redeem each vested PSU for:

(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct, or

(ii) a cash payment, or

(iii)a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 7.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

(d) Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 7.6 any later than the final Business Day of the third calendar year following the year in which the PSU is granted.

Article 8
OTHER SHARE-BASED AWARDS

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Other Share-Based Awards to any Participant. The terms and conditions of each Other Share-Based Award grant shall be evidenced by an Award Agreement. Each Other Share-Based Award shall consist of a right (1) which is other than an Award or right described in Article 4, Article 5, Article 6, and Article 7 above, and (2) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Plan Administrator to be consistent with the purposes of the Plan; provided, however, that such right will comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Plan Administrator will determine the terms and conditions of Other Share-Based Awards. Shares or other securities delivered pursuant to a purchase right granted under this Article 8 will be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, other property, or any combination thereof, as the Plan Administrator shall determine in its discretion.

Article 9
ADDITIONAL AWARD TERMS

9.1 Dividend Equivalents

(a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, as part of a Participant’s grant of DSUs or RSUs (as applicable) and in respect of the services provided by the Participant for such original grant, PSUs, DSUs and RSUs (as applicable) shall be credited with dividend equivalents in the form of additional PSUs, DSUs or RSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (i) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of PSUs, DSUs or RSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (ii) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s account shall vest in proportion to the PSUs, DSUs or RSUs, as applicable, to which they relate, and shall be settled in accordance with Section 5.4 or 6.4, as applicable.

(b) The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

9.2 Blackout Period

In the event that the Date of Grant occurs, or an Award expires, at a time when an undisclosed material change or material fact in the affairs of the Corporation exists, the effective Date of Grant for such Award, or expiry of such Award, as the case may be, will be no later than 10 business days after which there is no longer such undisclosed material change or material fact, and the Market Price with respect to the grant of such Award shall be calculated based on the five business days immediately preceding the effective Date of Grant.

9.3 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or an Affiliate of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or an Affiliate of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

9.4 Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation and in effect at the Date of Grant of the Award, or as set out in the Participant’s employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 9.4 to any Participant or category of Participants.

Article 10
TERMINATION OF EMPLOYMENT OR SERVICES

10.1 Termination of Employment, Services or Director

Subject to Section 10.2, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, Award Agreement or other written agreement:

(a) where a Participant’s employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;

(b) where a Participant’s employment, consulting agreement or arrangement is terminated by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then a portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to the number of unvested Options or other Awards held by the Participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date any unvested Options or other Awards were originally scheduled to vest, which vested Options or other Awards may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

(c) where a Participant becomes Disabled, then any Option or other Award held by the Participant that has not vested as of the date of the Disability of such Participant shall vest on such date and may be exercised or surrendered to the Corporation by the Participant at any time until the Expiry Date of such Award. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

(d) where a Participant’s employment, consulting agreement or arrangement is terminated by reason of the death of the Participant, then any Option or other Award held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the date of the death of such Participant. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

(e) where a Participant’s employment, consulting agreement or arrangement is terminated due to Retirement, then any Option or other Award held by the Participant that has not vested as of the date of such Retirement shall continue to vest in accordance with its terms and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the Participant’s date of Retirement. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period. Notwithstanding the foregoing, if, following his or her Retirement, the Participant commences (the “Commencement Date”) employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any Person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries, any Option or other Award held by the Participant that has not been exercised as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date;

(f) a Participant’s eligibility to receive further grants of Options or other Awards under this Plan ceases as of:

(i)the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or

(ii)the date of the death, Disability or Retirement of the Participant; and

(g) notwithstanding Subsection 10.1(b), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation.

10.2 Discretion to Permit Acceleration

Notwithstanding the provisions of Section 10.1, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

Article 11
EVENTS AFFECTING THE CORPORATION

11.1 General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 11 would have an adverse effect on this Plan or on any Award granted hereunder.

11.2 Change in Control

Except as may be set forth in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant:

(a) The Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights net of any exercise price payable by the Participant, then such Award may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Subsection 11.2(a), the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Subsection 11.2(a)) any property in connection with a Change of Control other than rights to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Tax Act), of the Corporation or a “qualifying person” (as defined in the Tax Act) that does not deal at arm’s length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted.

(b) Subject to any required stock exchange or regulatory approval, notwithstanding Subsection 11.2(a), and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards granted under this Plan (other than Options held by Canadian Taxpayers) at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, or in the case of Options held by a Canadian Taxpayer by permitting the Canadian Taxpayer to surrender such Options to the Corporation for an amount for each such Option equal to the fair market value of such Option as determined by the Plan Administrator, acting reasonably, upon the completion of the Change in Control (following which such Options may be cancelled for no consideration).

(c) It is intended that any actions taken under this Section 11.2 will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.

11.3 Reorganization of Corporation’s Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.4 Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange (if required), authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 11.3 and 11.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 11.3 and 11.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required, to permit the immediate vesting of any unvested Awards.

11.6 Issue by Corporation of Additional Shares

Except as expressly provided in this Article 11, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards or other entitlements of the Participants under such Awards.

11.7 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, (whether as a result of any adjustment under this Article 11, a dividend equivalent or otherwise), a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

Article 12
U.S. TAXPAYERS

12.1 Provisions for U.S. Taxpayers

Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code (“ISOs”). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO.

12.2 ISOs

Subject to any limitations in Section 3.6, the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 100,000 Shares, and the terms and conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may be granted to any employee of the Corporation, or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Sections 424(e) and (f) of the Code.

12.3 ISO Grants to 10% Shareholders

Notwithstanding anything to the contrary in this Plan, if an ISO is granted to a person who owns shares representing more than 10% of the voting power of all classes of shares of the Corporation or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Section 424(e) and (f) of the Code, on the Date of Grant, the term of the Option shall not exceed five years from the time of grant of such Option and the Exercise Price shall be at least 110% of the Market Price of the Shares subject to the Option.

12.4 $100,000 Per Year Limitation for ISOs

To the extent the aggregate Market Price as at the Date of Grant of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation) exceeds $100,000, such excess ISOs shall be treated as non-qualified stock options.

12.5 Disqualifying Dispositions

Each person awarded an ISO under this Plan shall notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired pursuant to the exercise of such ISO if such disposition or transfer is made (a) within two years from the Date of Grant or (b) within one year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of the periods described in (a) or (b) above, subject to complying with any instructions from such person as to the sale of such Shares.

12.6 Section 409A of the Code

(a) This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

(b) All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of the Code.

(c) The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer’s vested Awards in the Plan under circumstances that constitute permissible acceleration events under Section 409A of the Code.

(d) Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee” within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is six months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable following such six-month anniversary of such separation from service.

12.7 Section 83(b) Election

If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant shall be required to promptly file a copy of such election with the Corporation.

Article 13
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

13.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that:

(a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements; and

(b) any amendment that would cause an Award held by a U.S. Taxpayer be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S. Taxpayer is obtained.

13.2 Shareholder Approval

Notwithstanding Section 13.1 and subject to any rules of the Exchange, approval of the holders of the Shares shall be required for any amendment, modification or change that:

(a) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(b) increases or removes the 10% limits on Shares issuable or issued to Insiders as set forth in Subsection 3.7(a);

(c) reduces the exercise price of an Award (for this purpose, a cancellation or termination of an Award of a Participant prior to its Expiry Date for the purpose of reissuing an Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(d) extends the term of an Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant or within five business days following the expiry of such a blackout period);

(e) permits an Award to be exercisable beyond 10 years from its Date of Grant (except where an Expiry Date would have fallen within a blackout period of the Corporation);

(f) increases or removes the limits on the participation of Directors;

(g) permits Awards to be transferred to a Person other than for normal estate settlement purposes;

(h) changes the eligible participants of the Plan; or

(i) deletes or reduces the range of amendments which require approval of shareholders under this Section 13.2.

13.3 Permitted Amendments

Without limiting the generality of Section 13.1, but subject to Section 13.2, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award;

(b) making any amendments to the provisions set out in Article 10;

(c) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors; or

(e) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

Article 14
MISCELLANEOUS

14.1 Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

14.2 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

14.3 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Consultant or Director. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

14.4 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

14.5 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Plan shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant’s employment agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the Plan shall prevail.

14.6 Anti-Hedging Policy

By accepting the Option or Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Options or Awards.

14.7 Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan (including as to whether the circumstances described in Section 10.1(e) or 12.3 exist). Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant’s behalf.

14.8 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

14.9 International Participants

With respect to Participants who reside or work outside Canada, the Plan Administrator may, in its discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

14.10 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

14.11 General Restrictions on Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

14.12 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

14.13 Notices

All written notices to be given by a Participant to the Corporation shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

Tanzanian Gold Corporation
#202, 5626 Larch Street
Vancouver, BC V6M 4E1

Attention: Donna Moroney (dmoroney@wiklow.com)

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth business day following the date of mailing; provided that in the event of any actual or imminent postal disruption, notices shall be delivered to the appropriate party and not sent by mail. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

14.14 Effective Date

This Plan becomes effective on a date to be determined by the Plan Administrator, subject to the approval of the shareholders of the Corporation.

14.15 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the internal laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflicts of law rules.

14.16 Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

Schedule A

TANZANIAN GOLD CORPORATION
EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 5 of the Plan and to receive ____% of my Cash Fees in the form of DSUs in lieu of cash.

I confirm that:

(a) I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.

(b) I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.

(c) The value of DSUs is based on the value of the Shares of the Corporation and therefore is not guaranteed.

(d) To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

Date:
	(Name of Participant)
	(Signature of Participant)

Schedule B

TANZANIAN GOLD CORPORATION
EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUs

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:
	(Name of Participant)
	(Signature of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

Schedule C

TANZANIAN GOLD CORPORATION
EQUITY INCENTIVE PLAN (THE “PLAN”)

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUs
(U.S. TAXPAYERS)

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:
	(Name of Participant)
	(Signature of Participant)

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

EX-2.2

Exhibit 2.2

SHAREHOLDER RIGHTS PLAN AGREEMENT

Dated as of January 20, 2021

Between

TANZANIAN GOLD CORPORATION

and

ODYSSEY TRUST COMPANY

as Rights Agent

ii

TABLE OF CONTENTS

Article 1 INTERPRETATION		5
1.1	Definitions	5
1.2	Currency	18
1.3	Headings	18
1.4	Calculation of Number and Percentage of Beneficial Ownership of Common Shares	18
1.5	Acting Jointly or in Concert	18
1.6	International Financial Reporting Standards	18
Article 2 THE RIGHTS		19
2.1	Issue of Rights and Legend on Common Share Certificates	19
2.2	Initial Exercise Price, Exercise of Rights and Detachment of Rights	19
2.3	Adjustments to Exercise Price; Number of Rights	22
2.4	Date on Which Exercise is Effective	27
2.5	Execution, Authentication, Delivery and Dating of Right Certificates	27
2.6	Registration, Transfer and Exchange	28
2.7	Mutilated, Destroyed, Lost and Stolen Rights Certificates	28
2.8	Persons Deemed Owners of Rights	29
2.9	Delivery and Cancellation of Certificates	29
2.10	Agreement of Rights Holders	29
2.11	Rights Certificate Holder Not Deemed a Shareholder	30
2.12	Global Share Certificate and Book-Entry System	30
Article 3 ADJUSTMENTS TO THE RIGHTS ON FLIP-IN EVENT		31
3.1	Flip-in Event	31
Article 4 THE RIGHTS AGENT		32
4.1	General	32
4.2	Merger or Amalgamation or Change of Name of Rights Agent	33
4.3	Duties of Rights Agent	34
4.4	Change of Rights Agent	36
4.5	Compliance with Anti-Money Laundering Legislation	36
4.6	Privacy Provision	36
Article 5 MISCELLANEOUS		37
5.1	Redemption and Waiver	37
5.2	Expiration	38
5.3	Issuance of New Rights Certificates	39
5.4	Supplements and Amendments	39
5.5	Fractional Rights and Fractional Common Shares	40

iii

5.6	Rights of Action	41
5.7	Regulatory Approvals	41
5.8	Declaration as to Non-U.S. or Non-Canadian Holders	41
5.9	Notices	41
5.10	Costs of Enforcement	42
5.11	Successors	42
5.12	Benefits of this Agreement	42
5.13	Governing Law	42
5.14	Severability	43
5.15	Effective Date	43
5.16	Reconfirmation	43
5.17	Determinations and Actions by the Board of Directors	43
5.18	Rights of Board of Directors and the Corporation	43
5.19	Time of the Essence	43
5.20	Force Majeure	44
5.21	Execution in Counterparts	44
EXHIBIT A – FORM OF RIGHTS CERTIFICATE SHAREHOLDER RIGHTS PLAN AGREEMENT		1

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This SHAREHOLDER RIGHTS PLAN AGREEMENT (the Agreement”) is dated as of January 20, 2021 (the “Effective Date”).

BETWEEN:

TANZANIAN GOLD CORPORATION, a company incorporated under the laws of the Province of Alberta

(the “Corporation”)

AND:

ODYSSEY TRUST COMPANY, a company incorporated under the laws of Alberta

(the “Rights Agent”)

WHEREAS:

A. The Board of Directors (as defined herein), in the exercise of its fiduciary duties, has determined that it is advisable and in the best interests of the Corporation to adopt a shareholder rights plan to:

(i) ensure, to the extent possible, that all Shareholders (as defined herein) of the Corporation and the Board of Directors have adequate time to consider and evaluate any unsolicited Take-over Bid (as defined herein);

(ii) provide the Board of Directors with adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any unsolicited Take-over Bid;

(iii) encourage the fair treatment of Shareholders in connection with any unsolicited Take-over Bid; and

(iv) generally assist the Board of Directors in enhancing shareholder value;

B. To implement the Agreement, the Board of Directors has authorized and declared the issuance of:

(i) one Right (as defined herein) effective at the Record Time (as defined herein) in respect of each Common Share (as defined herein) outstanding at the Record Time; and

(ii) one Right in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time (as defined herein) and the Expiration Time (as defined herein);

C. Each Right entitles the Holder (as defined herein) thereof, after the Separation Time, to purchase securities of the Corporation pursuant to the terms and subject to the conditions set forth herein;

D. The Corporation wishes to appoint the Rights Agent to act on behalf of the Corporation and the Holders of Rights, and the Rights Agent agrees to act on behalf of the Corporation and the Holders of Rights in connection with the issuance, transfer, exchange and replacement of Rights Certificates (as defined herein), the exercise of Rights and other matters referred to herein; and

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E. This Agreement is subject to approval by the Shareholders of the Corporation at the annual and special meeting of Shareholders of the Corporation to be held in 2021;

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein, and subject to such covenants and agreements, the parties hereby agree as follows:

Article 1
INTERPRETATION

1.1 Definitions

For purposes of this Agreement, the following terms have the meanings indicated:

(a) “ABCA” means the Business Corporations Act, RSA 2000, c B-9, as amended, and the regulations and rules thereunder, and any comparable or successor laws or regulations thereto;

(b) “Acquiring Person” means any Person who is or becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares, provided, however, that the term “Acquiring Person” shall not include:

(i) the Corporation or any Subsidiary or Affiliate of the Corporation;

(ii) any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares as a result of one or any combination of a Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition;

(iii) provided, however, that if a Person becomes the Beneficial Owner of 20% or more of the outstanding Common Shares by reason of one or any combination of the operation of a Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition above and such Person’s Beneficial Ownership of Common Shares thereafter increases by more than 1% of the number of Common Shares outstanding (other than pursuant to one or any combination of a Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition), then as of the date such Person becomes the Beneficial Owner of such additional Common Shares, such Person shall become an “Acquiring Person”;

(iv) for a period of ten (10) days after the Disqualification Date (as defined herein), any Person who becomes the Beneficial Owner of 20% or more of the outstanding Common Shares as a result of such Person becoming disqualified from relying on Section 1.1(g)(v) solely because such Person or the Beneficial Owner of such Common Shares is making or has announced a current intention to make a Take-over Bid, either alone or by acting jointly or in concert with any other Person. For the purposes of this definition, “Disqualification Date” means the first date of public announcement that any Person is making or has announced an intention to make a Take-over Bid; or

6

(v) an underwriter or member of a banking or selling group that becomes the Beneficial Owner of 20% or more of the Common Shares in connection with a distribution of securities of the Corporation;

(c) “Affiliate” when used to indicate a relationship with a specified entity means a Person that directly, or indirectly through one or more controlled intermediaries, controls, or is controlled by, or is under common control with, such specified entity;

(d) “Agreement” has the meaning ascribed thereto in the recitals;

(e) “annual cash dividend” means cash dividends paid by the Corporation in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of:

(i) 200% of the aggregate amount of cash dividends declared payable by the Corporation (including any predecessor thereto) on the Common Shares (or applicable equity securities of any applicable predecessor entity) in its immediately preceding fiscal year;

(ii) 300% of the arithmetic mean of the aggregate amounts of the annual cash dividends declared payable by the Corporation (including any predecessor thereto) on the Common Shares (or applicable equity securities of any applicable predecessor entity) in its three immediately preceding fiscal years; and

(iii) 150% of the aggregate consolidated net income of the Corporation (including any predecessor thereto), before extraordinary items, for its immediately preceding fiscal year;

(f) “Associate” means, when used to indicate a relationship with a specified Person, a spouse of that Person if that spouse is living in the same home as that Person, any Person of the same or opposite sex with whom that Person is living in a conjugal relationship outside marriage, a relative of that Person if that relative is living in the same home as that Person;

(g) A Person shall be deemed the “Beneficial Owner” of and to have “Beneficial Ownership” of, and to “Beneficially Own”,

(i) any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(ii) any securities as to which such Person or any of such Person’s Affiliates or Associates has the right to acquire (A) upon the exercise of any Convertible Securities, or (B) pursuant to any agreement, arrangement or understanding, whether or not in writing, in either case where such right is exercisable within a period of 60 days and whether or not on condition or the happening of any contingency (other than (1) customary agreements with and between underwriters and banking group or selling group members with respect to a distribution to the public or pursuant to a private placement of securities, or (2) pursuant to a pledge of securities in the ordinary course of business); and

7

(iii) any securities which are Beneficially Owned within the meaning of Sections 1.1(g)(i) and (ii) by any other Person with whom such Person, or any of such Person’s Affiliates or Associates, is acting jointly or in concert;

provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to have “Beneficial Ownership” of, or to “Beneficially Own”, any security:

(iv) where such security has been agreed to be deposited or tendered pursuant to a Lock-up Agreement or is otherwise deposited to any Take-over Bid made by such Person, made by any of such Person’s Affiliates or Associates or made by any other Person acting jointly or in concert with such Person, until such deposited or tendered security has been taken up or paid for, whichever shall first occur;

(v) where such Person, any of such Person’s Affiliates or Associates or any other Person acting jointly or in concert with such Person holds such security provided that:

(A) the ordinary business of any such Person (the “Investment Manager”) includes the management of investment funds for others (which others, for greater certainty, may include or be limited to one or more employee benefit plans or pension plans) and such security is held by the Investment Manager in the ordinary course of such business in the performance of such Investment Manager’s duties for the account of any other Person (a “Client”) including non-discretionary accounts held on behalf of a Client by a broker or dealer appropriately registered under applicable laws;

(B) such Person (the “Trust Company”) is licensed to carry on the business of a trust company under applicable laws and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each an “Estate Account”) or in relation to other accounts (each an “Other Account”) and holds such security in the ordinary course of such duties for such Estate Account or for such Other Accounts;

(C) such Person is established by statute for purposes that include, and the ordinary business or activity of such Person (the “Statutory Body”) includes, the management of investment funds for employee benefit plans, pension plans, insurance plans (other than plans administered by insurance companies) or various public bodies;

(D) such Person (the “Administrator”) is the administrator or trustee of one or more pension funds or plans (a “Plan”), or is a Plan, registered or qualified under the laws of the United States of America or any state thereof or the laws of Canada or any province or territory thereof and holds such security for the purposes of its activity as such; or

8

(E) such Person (the “Crown Agent”) is a Crown agent or agency,

provided, in any of the above cases, that the Investment Manager, the Trust Company, the Statutory Body, the Administrator, the Plan or the Crown Agent, as the case may be, is not then making a Take-over Bid, or has not then announced a current intention to make a Take-over Bid, alone or acting jointly or in concert with any other Person, other than an Offer to Acquire Common Shares or other securities (x) pursuant to a distribution by the Corporation, or (y) by means of ordinary market transactions (including prearranged trades entered into in the ordinary course of business of such Person) executed through the facilities of a stock exchange, securities quotation system or organized over-the-counter market;

(vi) where such Person or any of such Person’s Affiliates or Associates or any other Person acting jointly or in concert with such Person is (A) a Client of the same Investment Manager as another Person for whose account the Investment Manager holds such security, (B) an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds such security, or (C) a Plan with the same Administrator as another Plan on whose account the Administrator holds such security;

(vii) where such Person is (A) a Client of an Investment Manager and such security is owned at law or in equity by the Investment Manager, (B) an Estate Account or an Other Account of a Trust Company and such security is owned at law or in equity by the Trust Company, or (C) a Plan and such security is owned at law or in equity by the Administrator; or

(viii) where such Person is a registered holder of such security as a result of carrying on the business of, or acting as a nominee of, a securities depository;

(h) “Board of Directors” means the board of directors of the Corporation;

(i) “Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in Vancouver, British Columbia, are authorized or obligated by law to close or any other day that is treated as a holiday at the Corporation’s principal executive office in Vancouver, British Columbia;

(j) “Canadian-U.S. Exchange Rate” means, on any date:

(i) if on such date the Federal Reserve System of the United States sets a daily rate of exchange for the conversion of Canadian dollars into United States dollars, such rate; and

(ii) in any other case, the rate for such date for the conversion of Canadian dollars into United States dollars calculated in such manner as may be determined by the Board of Directors from time to time acting in good faith;

(k) “CDS” means CDS Clearing and Depository Services Inc.;

(l) “close of business” on any given date means the time on such date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the principal transfer office in Vancouver, British Columbia, of the transfer agent for the Voting Shares (or, after the Separation Time, the principal transfer office in Vancouver, British Columbia of the Rights Agent) becomes closed to the public;

9

(m) “Common Shares” means the common shares in the capital of the Corporation;

(n) “Competing Permitted Bid” means a Take-over Bid that is made by means of a Take- over Bid circular and which also complies with the following additional provisions:

(i) is made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the expiry, termination or withdrawal of that Permitted Bid or Competing Permitted Bid;

(ii) satisfies all components of the definition of a Permitted Bid provided that it is not required to satisfy the requirement set out in Section 1.1(mm)(ii)(A) thereof; and

(iii) contains, and the take-up and payment for securities tendered or deposited thereunder are subject to, an irrevocable and unqualified condition that no securities shall be taken up or paid for pursuant to the Take-over Bid prior to 11:59 p.m. on the last day of the minimum initial deposit period and the mandatory ten (10) day extension period that such Take-over Bid must remain open for deposits of securities thereunder pursuant to NI 62-104 after the date of the Take-over Bid constituting the Competing Permitted Bid,

provided, however, that a Take-over Bid that qualified as a Competing Permitted Bid shall cease to be a Competing Permitted Bid as soon as such Take-over Bid ceases to meet any or all of the provisions of this definition, and any acquisition of securities made pursuant to such Takeover Bid that qualified as a Competing Permitted Bid, including any acquisition of securities made before such Take-over Bid ceased to be a Competing Permitted Bid, will not be a Permitted Bid Acquisition;

(o) “Constating Documents” means the notice of articles and the articles of incorporation of the Corporation, as such may be amended from time to time;

(p) “controlled” a Person is “controlled” by another Person or two or more other Persons acting jointly or in concert if:

(i) in the case of a body corporate, securities entitled to vote in the election of directors of such body corporate carrying more than 50% of the votes for the election of directors are held, directly or indirectly, by or for the benefit of the other Person or Persons and the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such body corporate; or

(ii) in the case of a Person which is not a body corporate, more than 50% of the voting or equity interests of such entity are held, directly or indirectly, by or for the benefit of the other Person or Persons:

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly;

(q) “Convertible Securities” means any securities issued by the Corporation (including rights, warrants, convertible notes and options but excluding the Rights) carrying any purchase, exercise, conversion or exchange rights, pursuant to which the holder thereof may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on conditions or the happening of any contingency or the making of any payment);

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(r) “Corporation” has the meaning ascribed thereto in the recitals;

(s) “Co-Rights Agents” has the meaning ascribed thereto in Section 4.1(a);

(t) “Directors” means the directors of the Corporation elected or appointed from time to time, or any duly constituted and empowered committee thereof;

(u) “Disposition Date” has the meaning ascribed thereto in Section 5.1(h);

(v) “Dividend Reinvestment Acquisition” means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

(w) “Dividend Reinvestment Plan” means a regular dividend reinvestment or other plan of the Corporation made available by the Corporation to Shareholders where such plan permits the holder to direct that some or all of:

(i) dividends of the Corporation on the Common Shares;

(ii) proceeds of redemption of Common Shares of the Corporation;

(iii) interest paid on evidences of indebtedness of the Corporation; or

(iv) optional cash payments;

be applied to the purchase of Common Shares;

(x) “Effective Date” shall have the meaning ascribed thereto in the recitals;

(y) “Election to Exercise” has the meaning ascribed thereto in Section 2.2(d)(ii);

(z) “Exempt Acquisition” means a Voting Share acquisition in respect of which the Directors have waived the application of Section 3.1 pursuant to the provisions of Section 5.1(a) or 5.1(h);

(aa) “Exercise Price” means, as of any date, the price at which a Holder may purchase the securities issuable upon exercise of one whole Right which, until adjustment thereof in accordance with the terms hereof, shall be three times the Market Price, from time to time, per Common Share;

(bb) “Expansion Factor” has the meaning ascribed thereto in Section 2.3(a);

(cc) “Expiration Time” means the close of business on the date which is the earlier of (i) the date of termination of this Agreement pursuant to Section 5.16, and (ii) if this Agreement is reconfirmed pursuant to Section 5.16, the date of termination of the applicable annual meeting at which this Agreement is not reconfirmed in accordance with Section 5.16;

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(dd) “Flip-in Event” means a transaction or other event in or pursuant to which any Person becomes an Acquiring Person;

(ee) “Holder” of any Rights, unless the context requires otherwise, shall mean the registered holder of such Rights (or, prior to the Separation Time, of the associated Common Shares);

(ff) “Independent Shareholders” means Shareholders, other than:

(i) any Acquiring Person;

(ii) any Offeror (other than any Person who, by virtue of Section 1.1(g)(v), is not deemed to Beneficially Own the Common Shares held by such Person), but excluding such Person if the Take-over Bid so announced or made has terminated or has expired at least six months before the applicable date on which the status of independence is determined;

(iii) any Affiliate or Associate of any Acquiring Person or Offeror;

(iv) any Person acting jointly or in concert with any Acquiring Person or Offeror; and

(v) any employee benefit plan, share option plan, deferred profit sharing plan, securities participation plan and any other similar plan or trust for the benefit of employees of the Corporation or a Subsidiary unless the beneficiaries of the plan or trust direct the manner in which the Common Shares are to be voted or withheld from voting or direct whether the Common Shares are to be tendered to a Take-over Bid;

(gg) “Lock-Up Agreement” means an agreement between a Person and one or more Shareholder (each a “Locked-up Person”) the terms of which are publicly disclosed and a copy of which is made available to the public (including the Corporation) not later than (i) the date the Lock-up Bid (as defined below) is publicly announced or (ii) if the Lock-up Bid has been made prior to the date on which such agreement is entered into, forthwith and in any event not later than the date following the date of such agreement, pursuant to which each Locked-up Person agrees to deposit or tender Common Shares to a Take-over Bid (the “Lock-up Bid”) to be made or made by such Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner and which agreement provides:

(i) that any agreement to deposit or tender to, or to not withdraw Common Shares and/or other securities agreed to be deposited or tendered from, the Lock-up Bid is terminable at the option of the Locked-up Person in order to permit the Locked-up Person to tender or deposit such Shares and/or other securities agreed to be deposited or tendered to another Take-over Bid or support another transaction:

(A) where the price or value per Common Share (and/or other security) offered under such other Take-over Bid or transaction is higher than the price or value per Common Share (and/or other security) offered under the Lock-up Bid; or

(B) if:

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(I) the price or value per Common Share (and/or other security) offered under the other Take-over Bid or transaction exceeds the price or value per Common Share (and/or other security) offered or proposed to be offered under the Lock-up Bid by an amount that is equal to or greater than the lesser of (x) any amount specified in the agreement and (y) 7%; or

(II) the number of Common Shares (and/or other securities) to be purchased under the other Take-over Bid or transaction exceeds the number of Common Shares (and/or other securities) offered to be purchased under the Lock- up Bid by an amount that is equal to or greater than the lesser of (x) any amount specified in the agreement and (y) 7%, as at a price or value per Common Share (and/or other security), as applicable, that is not less than the price or value per Common Share (and/or other security) offered under the Lock-up Bid;

and, for greater certainty, the agreement may contain a right of first refusal or require a period of delay to give such Person an opportunity to at least match a higher price or value in another Take-over Bid or transaction or other similar limitation on a Locked-up Person’s right to withdraw Common Shares (and/or other securities) from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Common Shares (and/or other securities) during the period of the other Take-over Bid or transaction; and

(ii) no “break-up” fees, “top-up” fees, penalties, expenses or other amounts that exceed in the aggregate the greater of:

(A) the cash equivalent of 2.5% of the price or value payable under the Lock-up Bid to a Locked-up Person; and

(B) 50% of the amount by which the price or value payable under another Take-over Bid or transaction to a Locked-up Person exceeds the price or value of the consideration that such Locked-up Person would have received under the Lock-up Bid;

shall be payable by a Locked-up Person pursuant to the agreement in the event a Locked-up Person fails to deposit or tender Common Shares (and/or other securities) to the Lock-up Bid or withdraw Common Shares (and/or other securities) previously tendered thereto in order to tender to another Take-over Bid or support another transaction;

(hh) “Market Price” per security of any securities on any date of determination means the average of the daily closing prices per security of the securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in Section 2.3 hereof shall have caused the closing prices used to determine the Market Price on any Trading Days not to be fully comparable with the closing price on the date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day, each closing price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in order to make it fully comparable with the closing price on the date of determination or if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The closing price per security of any securities on any date shall be:

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(i) the closing board lot sale price or, in case no such sale takes place on such date, the average of the closing bid and ask prices for such security as reported by the principal United States stock exchange (as determined by the Directors in good faith) on which the securities are listed or admitted to trading;

(ii) if for any reason none of such prices are available on such day or the securities are not listed or posted for trading on a United States stock exchange, the last sale price or, in case no such sale takes place on such date, the average of the closing bid and ask prices for each of such securities as reported by the principal Canadian stock exchange (as determined by volume of trading) on which such securities are listed or admitted to trading;

(iii) if for any reason none of such prices are available on such day or the securities are not listed or admitted to trading on a United States stock exchange or a Canadian stock exchange, the last sale price or, in case no sale takes place on such date, the average of the high bid and low ask prices for each such securities in the over-the-counter market, as quoted by any recognized reporting system then in use; or

(iv) if for any reason none of such prices is available on such day or the securities are not listed or admitted to trading on a United States stock exchange or a Canadian stock exchange or quoted by any such reporting system, the average of the closing bid and ask prices as furnished by a recognized professional market maker making a market in the securities selected by the Directors in good faith;

provided, however, that if for any reason none of such prices is available on such day, the closing price per security of the securities on such date means the fair value per security of the securities on such date as determined by a recognized investment dealer or investment banker selected by the Directors in good faith. The Market Price shall be expressed in United States dollars and, if initially determined in respect of any day forming part of the 20 consecutive Trading Day period in question in Canadian dollars, such amount shall be translated into United States dollars on such date at the United States Dollar Equivalent thereof;

(ii) “NI 62-104” shall mean National Instrument 62-104 – Take-Over Bids and Issuer Bids;

(jj) “Nominee” has the meaning ascribed thereto in Section 2.2(c);

(kk) “Offer to Acquire” includes:

(i) an offer to purchase, or a solicitation of an offer to sell, Common Shares or Convertible Securities; and

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(ii) an acceptance of an offer to sell Common Shares or Convertible Securities, whether or not such offer to sell has been solicited;

or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell;

(ll) “Offeror” means a Person who has announced, and has not withdrawn, an intention to make or who has made, and has not withdrawn, a Take-over Bid, other than a Person who has completed a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition;

(mm) “Permitted Bid” means a Take-over Bid made by means of a Take-over Bid circular and which also complies with the following additional provisions:

(i) the Take-over Bid shall be made to all registered holders of Voting Shares (other than the Voting Shares held by the Offeror);

(ii) the Take-over Bid shall contain, and the take up and payment for securities tendered or deposited thereunder shall be subject to, an irrevocable and unqualified condition that no securities shall be taken up or paid for pursuant to the Take-over Bid:

(A) prior to 11:59 p.m. on the date which is not less than one hundred and five (105) days following the date of the Take-over Bid or such shorter minimum period as determined in accordance with Section 2.28.2 or Section 2.28.3 of NI 62-104 for which a Take-over Bid (that is not exempt from any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for deposit of securities thereunder; and

(B) unless, at 11:59 p.m. on the date securities are first taken up or paid for under such Take-over Bid, more than fifty percent (50%) of the then outstanding securities of the class that are subject to the Take-over Bid held by Independent Shareholders shall have been tendered or deposited to the Take-over Bid and not withdrawn;

(iii) the Take-over Bid shall contain an irrevocable and unqualified provision that, unless the Take-over Bid is withdrawn, securities may be deposited pursuant to such Take-over Bid at any time during the period of time which applies pursuant to Section 1.1(mm)(ii)(A) and that any securities deposited pursuant to the Take-over Bid may be withdrawn at any time until taken up and paid for; and

(iv) the Take-over Bid shall contain an irrevocable and unqualified provision that should the condition referred to in Section 1.1(mm)(ii)(B) be met:

(A) the Offeror will make a public announcement of that fact; and

(B) the Take-over Bid will be extended for a period of not less than ten (10) days from the date of such public announcement;

provided, however, that a Take-over Bid that qualified as a Permitted Bid shall cease to be a Permitted Bid at any time and as soon as when such Take-over Bid ceases to meet any or all of the provisions of this definition. For purposes of this Agreement, the term “Permitted Bid” shall include a Competing Permitted Bid;

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(nn) “Permitted Bid Acquisition” means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

(oo) “Person” includes any individual, firm, partnership, association, trust, trustee, executor, administrator, legal personal representative, body corporate, corporation, unincorporated organization, syndicate, governmental entity or other entity whether or not having a legal personality;

(pp) “Privacy Laws” has the meaning ascribed thereto in Section 4.6;

(qq) “Pro Rata Acquisition” means an acquisition of Voting Shares by a Person pursuant to:

(i) a Dividend Reinvestment Acquisition;

(ii) a Common Share distribution, Common Share split or other event in respect of securities of the Corporation of one or more particular classes or series pursuant to which such Person becomes the Beneficial Owner of Common Shares on the same pro rata basis as all other holders of securities of the particular class, classes or series;

(iii) the receipt or the exercise by the Person of only those rights to subscribe for or purchase Common Shares or Convertible Securities (and the conversion or exchange of such Convertible Securities), distributed to that Person by the Corporation in the course of a distribution (other than Rights) to all holders of Common Shares pursuant to a rights offering or pursuant to a prospectus or similar document, provided that the Person does not thereby acquire a greater percentage of Common Shares or Convertible Securities than the Person’s percentage of Common Shares Beneficially Owned immediately prior to such receipt or exercise or prior to that distribution;

(iv) a distribution by the Corporation of Common Shares or Convertible Securities (and the conversion or exchange of such Convertible Securities), made pursuant to a prospectus (or similar document) or by way of a private placement or securities exchange take-over bid provided that the Person does not thereby acquire a greater percentage of such Common Shares or Convertible Securities so offered than the Person’s percentage of Common Shares Beneficially Owned immediately prior to such acquisition; or

(v) a distribution by the Corporation of Common Shares or Convertible Securities (and the conversion or exchange of such Convertible Securities), made pursuant to a securities exchange take-over bid circular issued by the Corporation or in a management proxy circular (or similar document) or by way of a private placement, in respect of a merger pursuant to which the Corporation acquires all or substantially all of the assets of another Person in exchange for Common Shares or Convertible Securities (and the conversion or exchange of such Convertible Securities) on terms approved by the Directors in good faith, provided that in the case of such acquisition transaction or private placement (i) all necessary share exchange approvals for such private placement have been obtained and such private placement complies with the terms and conditions of such approvals, and (ii) the Person does not thereby become the Beneficial Owner of more than 25% of the Common Shares of the Corporation outstanding immediately prior to the completion of such acquisition transaction or private placement and in making this determination, the Common Shares or Convertible Securities to be issued to such Person shall be deemed to be held by such Person but shall not be included in the aggregate number of outstanding Common Shares immediately prior to the completion of such acquisition transaction or private placement;

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(rr) “Record Time” means 5:00 p.m. (Vancouver time) on the Effective Date;

(ss) “Redemption Price” has the meaning ascribed thereto in Section 5.1(b);

(tt) “Right” means the herein described right to purchase Common Shares pursuant to the terms and subject to the conditions set forth in this Agreement;

(uu) “Rights Agent” has the meaning ascribed thereto in the recitals;

(vv) “Rights Certificate” means a certificates representing a Right after the Separation Time, which shall be substantially in the form attached hereto as Exhibit A;

(ww) “Rights Register” has the meaning ascribed thereto in Section 2.6(a);

(xx) “Securities Act” means the Securities Act, RSO 1990, c S.5, as amended, and the regulations and rules thereunder, and any comparable or successor laws or regulations thereto;

(yy) “Separation Time” means the close of business on the tenth Trading Day after the earliest of:

(i) the Share Acquisition Date;

(ii) the date of the commencement of or first public announcement of the intent of any Person (other than the Corporation or any Subsidiary of the Corporation) to make a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid); and

(iii) the date upon which a Permitted Bid or Competing Permitted Bid ceases to be such;

or such later date as may be determined by the Board of Directors in its sole discretion, provided that if any Take-over Bid referred to in Section 1.1(yy)(ii) of this definition expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall be deemed, for the purposes of this definition, never to have been made;

(zz) “Shareholder” means a holder of Voting Shares;

(aaa) “Share Acquisition Date” means the earlier of (i) the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to NI 62-104 or Section 13(d) of the 1934 Exchange Act) by the Corporation or any other Person indicating that any Person has become an Acquiring Person, or (ii) the date that the Corporation first becomes aware of facts indicating that any Person has become an Acquiring Person;

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(bbb) “Share Reduction” means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding;

(ccc) “Subsidiary” means an entity of the Corporation or of another entity that:

(i) is controlled by:

(A) the Corporation or that other entity; or

(B) the Corporation or that other entity and by one or more entities, each of which is controlled by the Corporation or by that other entity; or

(C) two or more entities, each of which is controlled by the Corporation or by that other entity; or

(ii) is a Subsidiary of an entity that is the Corporation’s or that other entity’s Subsidiary;

(ddd) “Take-over Bid” means an Offer to Acquire Voting Shares or Convertible Securities or both if, assuming that the Voting Shares or Convertible Securities subject to the Offer to Acquire are acquired and are Beneficially Owned by the Person making such Offer to Acquire, such Voting Shares (including Voting Shares that may be acquired upon conversion or exchange of Convertible Securities) together with the Voting Shares Beneficially Owned by the Person making the Offer to Acquire, would constitute, in the aggregate, 20% or more of the outstanding Voting Shares at the date of the Offer to Acquire;

(eee) “Trading Day”, when used with respect to any securities, means a day on which the principal United States stock exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any United States stock exchange, a Business Day;

(fff) “United States Dollar Equivalent” of any amount which is expressed in Canadian dollars means, on any date, the United States dollar equivalent of such amount determined by multiplying such amount by the Canadian-U.S. Exchange Rate in effect on such date;

(ggg) “Voting Shares” shall mean, collectively, the Common Shares of the Corporation and any other capital shares or voting interests of the Corporation entitled to vote generally in the election of all directors of the Corporation;

(hhh) “1933 Securities Act” means the Securities Act of 1933 of the United States, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced; and

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(iii) “1934 Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced.

1.2 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of the United States, unless otherwise specified.

1.3 Headings

The division of this Agreement into Articles, Sections, or other portions hereof and the insertion of headings, subheadings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Calculation of Number and Percentage of Beneficial Ownership of Common Shares

For purposes of this Agreement, the percentage of Common Shares Beneficially Owned by any Person shall be and be deemed to be the product (expressed as a percentage) determined by the formula:

100 x A/B

where:

A = the number of votes for the election of all Directors generally attaching to the Common Shares Beneficially Owned by such Person; and

B = the number of votes for the election of all Directors attaching to all outstanding Common Shares.

Where any Person is deemed to Beneficially Own unissued Common Shares, such Common Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Common Shares Beneficially Owned by such Person.

1.5 Acting Jointly or in Concert

For the purposes hereof, a Person is acting jointly or in concert with every Person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the first Person or any Affiliate thereof, acquires or offers to acquire Common Shares (other than customary agreements with and between underwriters and/or banking group members and/or selling group members with respect to a public offering or private placement of securities or pledges of securities in the ordinary course of business).

1.6 International Financial Reporting Standards

Wherever in this Agreement reference is made to . International Financial Reporting Standards (“IFRS”), such reference shall be deemed to be the recommendations at the relevant time of the International Accounting Standards Board, or any successor institute, applicable on a consolidated basis (unless otherwise specifically provided herein to be applicable on an unconsolidated basis) as at the date on which a calculation is made or required to be made in accordance with IFRS. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with IFRS.

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Article 2
THE RIGHTS

2.1 Issue of Rights and Legend on Common Share Certificates

(a) One Right shall be issued on the Effective Date in respect of each Common Share issued or deemed issued at the Record Time and one Right shall be issued in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time. Notwithstanding the foregoing, one Right in respect of each Common Share issued after the Record Time upon the exercise of rights pursuant to convertible or exchangeable securities outstanding at the Share Acquisition Date may be issued after the Separation Time but before the Expiration Time.

(b) Certificates (or other evidence of book-entry or other uncertificated ownership) representing Common Shares, including Common Shares issued upon the exercise, conversion or exchange of Convertible Securities, which are issued after the Record Time, but prior to the earlier of the Separation Time and the Expiration Time, shall evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend:

Until the Separation Time (as defined in the Agreement defined below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Shareholder Rights Plan Agreement dated January 20, 2021 (the “Agreement”) between Tanzanian Gold Corporation (the “Corporation”) and Odyssey Trust Company, the terms of which are incorporated herein and a copy of which is available on demand without charge. Under certain circumstances set out in the Agreement, such Rights may be amended, redeemed, may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Agreement to the holder of this certificate without charge as soon as reasonably practicable after the receipt of a written request therefor.

(c) Certificates (or other evidence of book-entry or other uncertificated ownership) representing Common Shares that are issued and outstanding as at the Record Time shall evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend until the earlier of the Separation Time and the Expiration Time.

2.2 Initial Exercise Price, Exercise of Rights and Detachment of Rights

(a) Subject to adjustment as provided herein, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (and the Exercise Price and number of Common Shares are subject to adjustment as set forth herein). Notwithstanding any other provision of this Agreement, any Rights Beneficially Owned by the Corporation or any of its Subsidiaries shall be void.

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(b) Until the Separation Time:

(i) the Rights shall not be exercisable and no Right may be exercised; and

(ii) each Shareholder will be entitled to one Right for each Common Share held (subject to adjustment as set forth herein) and each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share.

(c) From and after the Separation Time and prior to the Expiration Time:

(i) the Rights shall be exercisable and may be exercised; and

(i) the registration and transfer of the Rights shall be separate from and independent of the Common Shares.

Promptly following the Separation Time, the Corporation will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into or exchanged or exercised for Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, exchange or exercise to the holder so converting, exchanging or exercising (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the Holder of record of such Rights (a “Nominee”)), at such holder’s address as shown on the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

(A) a Rights Certificate appropriately completed, representing the number of Rights held by such Holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may, from time to time, be listed or traded, or to conform to usage; and

(B) a disclosure statement prepared by the Corporation describing the Rights.

For greater certainty, a Nominee shall be sent the materials provided for in (A) and (B) in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation may require such first mentioned Person to furnish such information and documentation as the Corporation considers advisable.

(d) Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time, by submitting to the Rights Agent:

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(i) the Rights Certificate evidencing such Rights;

(ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the Holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and

(iii) payment by certified cheque, banker’s draft or money order payable to or to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the Holder of the Rights being exercised, such aggregate proceeds to be held by the Rights Agent in a segregated bank account for the benefit of the Corporation.

(e) Upon receipt of a Rights Certificate, together with a completed Election to Exercise appropriately completed and duly exercised that does not indicate that such Right is null and void as provided by 3.1(b), and payment as set forth in Section 2.2(d)(iii), the Rights Agent (unless otherwise instructed in writing by the Corporation in the event that the Corporation is of the good faith opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly:

(i) requisition from the transfer agent for the Common Shares, certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions);

(ii) after receipt of any certificates referred to in Section 2.2(e)(i), deliver such certificates to or upon the order of the registered Holder of such Rights Certificate, registered in such name or names as may be designated by such Holder;

(iii) when appropriate, requisition from the Corporation a cheque equal to the amount of cash to be paid in lieu of issuing fractional Common Shares;

(iv) when appropriate, after receipt, deliver such cash referred to in Section 2.2(e)(iii) (less any amounts required to be withheld) by way of cheque to or to the order of the registered Holder of such Rights Certificate; and

(v) tender to the Corporation all payments received on exercise of the Rights.

(f) In case the Holder of any Rights shall exercise less than all the Rights evidenced by such Holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such Holder or to such Holder’s duly authorized assigns.

(g) The Corporation covenants and agrees that it will:

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(i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable;

(ii) take all such action as may be necessary and within its power to comply with any applicable requirements of the 1933 Securities Act, the 1934 Exchange Act, the ABCA, the Securities Act, and any applicable securities laws or comparable legislation of each of the states of the United States of America and the provinces and territories of Canada and the regulations and rules thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights;

(iii) on or before the issuance thereof, use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed or admitted to trading upon issuance on the principal exchange or exchanges on which the Common Shares are then listed or admitted to trading at that time;

(iv) cause to be reserved and kept available out of its authorized and unissued Common Shares the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; and

(v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the Holder or exercising Holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the Holder of the Rights being transferred or exercised.

2.3 Adjustments to Exercise Price; Number of Rights

The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3 and in Section 3.1(a).

(a) In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time:

(i) declare or pay a dividend on Common Shares payable in Common Shares or Convertible Securities other than pursuant to any Dividend Reinvestment Plan;

(ii) subdivide or change the then outstanding Common Shares into a greater number of Common Shares;

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(iii) consolidate or change the then outstanding Common Shares into a smaller number of Common Shares; or

(iv) issue any Common Shares, Convertible Securities or other capital share of the Corporation in respect of, in lieu of or in exchange for existing Common Shares except as otherwise provided in this Section 2.3,

the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights, shall be adjusted as of the payment or effective date in the manner set forth below.

If the Exercise Price and number of Rights outstanding are to be adjusted:

(i) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Common Shares (or other securities) (the “Expansion Factor”) that a holder of one Common Share immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof; and

(ii) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be allocated among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision, change, combination or issuance, so that each such Common Share (or other securities) will have exactly one Right associated with it.

For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the number of securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof.

If, after the Record Time and prior to the Expiration Time, the Corporation shall issue any securities other than Common Shares in a transaction of a type described in Section 2.3(a)(i) or (iv), such securities shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and the Corporation and the Rights Agent agree to amend this Agreement in order to effect such treatment. If an event occurs which would require an adjustment under both this Section 2.3 and Section 3.1(a) hereof, the adjustment provided for in this Section 2.3 shall be in addition to and shall be made prior to any adjustment required pursuant to Section 3.1(a) hereof. Adjustments pursuant to Section 2.3(a) shall be made successively, whenever an event referred to in Section 2.3(a) occurs.

In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time issue any Common Shares otherwise than in a transaction referred to in this Section 2.3(a), each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such associated Common Share.

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(b) In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (“equivalent common shares”) or securities convertible into or exchangeable for or carrying a right to purchase Common Shares or equivalent common shares at a price per Common Share or per equivalent common share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares or equivalent common shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right per share) less than 90% of the Market Price per Common Share on the second Trading Day immediately preceding such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction:

(i) the numerator of which shall be the number of Common Shares outstanding on such record date, plus the number of Common Shares that the aggregate offering price of the total number of Common Shares and/or equivalent common shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) would purchase at such Market Price per Common Share; and

(ii) the denominator of which shall be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares and/or equivalent common shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable).

In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would have been in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares, equivalent common shares, or securities convertible into, or exchangeable or exercisable for Common Shares actually issued upon the exercise of such rights, options or warrants, as the case may be.

For the purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to any Dividend Reinvestment Plan or any employee benefit, share option, or similar plans shall be deemed not to constitute an issue of rights, options or warrants by the Corporation; provided, however, that, in all such cases, the right to purchase Common Shares is either (i) at a price per Common Share of not less than 90% of the current market price per Common Share (determined as provided in such plans) of the Common Shares; or (ii) limited to Directors, officers, employees or consultants of or to the Corporation or its Subsidiaries and is part of the Corporation’s regular compensation practices.

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(c) In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time fix a record date for the making of a distribution to all holders of Common Shares (including any such distribution made in connection with a merger in which the Corporation is the continuing corporation or an amalgamation) of evidences of indebtedness or assets, including cash (other than a regular period cash dividend or a dividend paid in Common Shares, but including any dividend payable in securities other than Common Shares), or subscription rights, options or warrants (excluding those referred to in Section 2.3(b)), at a price per Common Share (including, in the case of a Convertible Security with an exercise or conversion price, the price required to be paid to purchase such Convertible Security) that is less than 90% of the Market Price per Common Share on the second Trading Day immediately preceding such record date, the Exercise Price in respect of the Rights to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction:

(i) the numerator of which shall be the Market Price per Common Share on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of Rights), on a per share basis, of the portion of the evidences of indebtedness, cash, assets, subscription rights, options or warrants so to be distributed; and

(ii) the denominator of which shall be such Market Price per Common Share.

Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such a distribution is not so made, the Exercise Price shall be readjusted to be the Exercise Price which would have been in effect if such record date had not been fixed.

(d) Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one per cent (1%) in the Exercise Price; provided, however, that any adjustments which by reason of this Section 2.3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth of a Common Share or Right. Notwithstanding the first sentence of this Section 2.3(d), any adjustment required by Section 2.3 shall be made no later than the earlier of:

(i) three years from the date of the transaction which gives rise to such adjustment; or

(ii) the Expiration Time.

(e) In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time issue securities (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such securities, or Convertible Securities, in a transaction referred to in Sections 2.3(a)(i) or 2.3(a)(iv), if the Board of Directors acting in good faith determines that the adjustments contemplated by Section 2.3(a), (b) and (c) in connection with such transaction are not applicable or will not appropriately protect the interests of the Holders of Rights, the Board of Directors acting in good faith may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Section 2.3(a), (b) and (c) such adjustments, rather than the adjustments contemplated by Section 2.3(a), (b) and (c) shall be made. The Corporation and the Rights Agent shall have authority, with such prior approval of the holders of Common Shares or the Holders of Rights as may be required to amend this Agreement in accordance with Section 5.4 hereof, as appropriate to provide for such adjustments.

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(f) Each Right originally issued by the Corporation subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of a Right immediately prior to such issue, all subject to further adjustment as provided herein.

(g) Irrespective of any adjustment or change in the Exercise Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificate theretofor and thereafter issued may continue to express the Exercise Price per Common Share and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder.

(h) In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event the issuance to the Holder of any Right exercised after such record date of the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Corporation shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive such additional Common Shares or other securities upon the occurrence of the event requiring such adjustment.

(i) Notwithstanding anything in this Section 2.3 to the contrary, the Corporation shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in its good faith judgment the Board of Directors shall determine to be advisable, in order that any:

(i) consolidation or subdivision of Common Shares;

(ii) issuance (wholly or in part for cash) of any Common Share or Convertible Securities;

(iii) stock dividends; or

(iv) issuance of rights, options or warrants referred to in this Section 2.3,

hereafter made by the Corporation to holders of its Common Shares shall not be taxable to such Shareholders.

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(j) Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon exercise of the Rights is made at any time after the Separation Time pursuant to this Section 2.3, the Corporation shall promptly:

(i) file with the Rights Agent and with the transfer agent for the Common Shares a certificate specifying the particulars of such adjustment or change; and

(ii) give, or cause the Rights Agent to give, notice of the particulars of such adjustment or change to be given to Holders of Rights, provided that failure to file such certificate or cause such notice to be given in the manner set out above, or any defect therein, shall not affect the validity of any such adjustment or change.

2.4 Date on Which Exercise is Effective

Each Person in whose name any certificate for Common Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares or other securities, if applicable, represented thereon, and such certificate shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Section 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising Holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of the Corporation are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of the Corporation are open.

2.5 Execution, Authentication, Delivery and Dating of Right Certificates

(a) The Rights Certificates shall be executed on behalf of the Corporation by any two of its officers or directors, provided that at the time of such execution none of such officer or director, any Affiliate or Associate of such officer or director or any person with whom such officer or director or any such Affiliate or Associate is acting jointly or in concert has commenced or publicly announced an intention to commence a Take-over Bid. The signature of any officers or directors on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers or directors of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates.

(b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent in writing of such Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Corporation) and send such Rights Certificates to the Holders of the Rights pursuant to Section 2.2(c) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.

(c) Each Rights Certificate shall be dated the date of countersignature thereof.

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2.6 Registration, Transfer and Exchange

(a) After the Separation Time, the Corporation will cause to be kept a register (the “Rights Register”) in which, subject to such reasonable regulations as it may prescribe, the Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed Rights Registrar for the purpose of maintaining the Rights Register for the Corporation and registering Rights and transfers of Rights as herein provided, and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times.

After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Section 2.6(c) and the other provisions of this Agreement, the Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the Holder or the designated transferee or transferees, as required pursuant to the Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered.

(b) All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Corporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange.

(c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation or the Rights Agent, as the case may be, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith.

(d) The Corporation shall not be required to register the transfer or exchange of any Rights after the Rights have been terminated pursuant to the provisions of this Agreement.

2.7 Mutilated, Destroyed, Lost and Stolen Rights Certificates

(a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Corporation shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

(b) If there shall be delivered to the Corporation and the Rights Agent prior to the Expiration Time:

(i) evidence to their reasonable satisfaction of ownership of a Rights Certificate;

(ii) evidence to their reasonable satisfaction of the destruction, loss or theft of any Rights Certificate; and

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(iii) such security bond and indemnity as may be required by each of them in their sole discretion to save each of them and any of their agents harmless, then, in the absence of notice to the Corporation or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Corporation shall execute and upon the its request the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

(c) As a condition to the issuance of any new Rights Certificate under this Section 2.7, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith.

(d) Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence a contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and shall entitle the Holder of the Rights to all the benefits of this Agreement equally and proportionately with any and all other Rights duly by the Corporation issued hereunder.

(e) The Rights Agent will place a stop transfer notation on the Rights Register with respect to any destroyed, lost or stolen Rights Certificate for which a replacement Rights Certificate is issued pursuant to this Section 2.7.

2.8 Persons Deemed Owners of Rights

Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever.

2.9 Delivery and Cancellation of Certificates

All Rights Certificates surrendered upon exercise or for redemption or for registration of transfer or for exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Corporation may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Corporation may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Corporation on request by the Corporation.

2.10 Agreement of Rights Holders

Every Holder of Rights, by accepting such Rights, becomes a party to this Agreement and for greater certainty is bound by the provisions herein and consents and agrees with the Corporation and the Rights Agent and with every other Holder of Rights that:

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(a) such Holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;

(b) prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Share certificate representing such Right;

(c) after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;

(d) such Holder is not entitled and has waived his or her right to receive any fractional Rights or any fractional Common Shares upon exercise of a Right;

(e) subject to the provisions of Section 5.4, without the approval of any Holder of Rights and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time as provided herein; and

(f) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any Holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of a preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

2.11 Rights Certificate Holder Not Deemed a Shareholder

No Holder of any Rights or Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose whatsoever to be the holder of any Common Shares or any other securities of the Corporation which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed or deemed to confer upon the Holder of any Right or Rights Certificate, as such, any of the rights, title, benefits or privileges of a holder of Common Shares or any other shares or securities or assets of the Corporation or any right to vote at any meeting of shareholders of the Corporation whether for the election of directors or otherwise or upon any matter submitted to holders of shares or any other securities of the Corporation at any meeting thereof, or to give or withhold consent to any action of the Corporation, or to receive notice of any meeting or other action affecting any holder of Common Shares or any other shares or securities or assets of the Corporation except as expressly provided herein, or to receive dividends, distributions or subscription rights, or otherwise, until such Rights shall have been duly exercised in accordance with the terms and provisions hereof.

Article 3
ADJUSTMENTS TO THE RIGHTS ON FLIP-IN EVENT

3.1 Flip-in Event

(a) Subject to Section 3.1(b) and Section 5.1, in the event that if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective from and after the later of its date of issue and at the close of business on the second Trading Day after the Share Acquisition Date (or such longer period as may be required to satisfy the requirements of any applicable securities laws or comparable legislation of each of the states of the United States of America and the provinces and territories of Canada and the regulations and rules thereunder), the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3, without duplication, in the event that after such date of consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares).

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(b) Notwithstanding anything in this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Share Acquisition Date by:

(i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or with an Associate of an Acquiring Person); or

(ii) a transferee or other successor in title, direct or indirect, of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person), whether or not for consideration, in a transfer that the Board of Directors acting in good faith has determined is part of a plan, arrangement, understanding or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding Section 3.1(b)(i),

shall become null and void without any further action, and any Holder of such Rights (including transferees or other successors in title) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.

(c) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including all such acts and things as may be required to satisfy the requirements of the ABCA, Securities Act, the 1933 Securities Act, the 1934 Exchange Act, and any applicable securities laws or comparable legislation of each of the states of the United States of America and the provinces and territories of Canada and the regulations and rules thereunder and any other applicable law, rule or regulation, in connection with the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

(d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Section 3.1(b)(i) or (b)(ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend:

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The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or was acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in Subsection 3.1(b) of the Shareholder Rights Plan Agreement.

provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall impose such legend only if instructed to do so by the Corporation in writing or if a Holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such Holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) shall be of no effect on the provisions of Section 3.1(b).

Article 4
THE RIGHTS AGENT

4.1 General

(a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the Holders of the Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more co-rights agents (“Co-Rights Agents”) as it may deem necessary or desirable, subject to the prior written approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and the Co-Rights Agents shall be as the Corporation may determine, with the written approval of the Rights Agent and the Co-Rights Agents. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and outside counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder (including the reasonable fees and disbursements of any expert or advisor retained by the Rights Agent with the prior approval of the Corporation, not to be unreasonably withheld). The Corporation also agrees to indemnify the Rights Agent and its directors, officers, employees and agents for, and to hold them harmless against, any loss, liability, cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, its officers, directors, employees and agents, for anything done, suffered or omitted by the Rights Agent in connection with the acceptance, execution and administration of this Agreement and the exercise and performance of its duties hereunder, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent. The Corporation will inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent. At any time, upon request, the Corporation shall provide to the Rights Agent an incumbency certificate with respect to the then current directors and officers of the Corporation.

(b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares or any Rights Certificate, or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, opinion, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

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(c) In the event of any disagreement arising regarding the terms of this Agreement, the Rights Agent shall be entitled, at its option, to refuse to comply with any and all demands whatsoever related to such disagreement, until the dispute is settled either by written agreement amongst the parties to this Agreement or by a court of competent jurisdiction.

(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits, or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

(e) Other than liability due to its own gross negligence, bad faith or wilful misconduct, any liability of the Rights Agent shall be limited, in the aggregate, to the amount of fees paid by the Company to the Rights Agent under this Agreement in the twelve (12) months immediately prior to the Rights Agent receiving the first notice of the claim.

4.2 Merger or Amalgamation or Change of Name of Rights Agent

(a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4 hereof. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement, any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time, any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

(b) If, at any time, the name of the Rights Agent is changed and at such time any of the Rights Certificates have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and if, at that time, any of the Rights Certificates have not been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

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4.3 Duties of Rights Agent

The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the Holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a) the Rights Agent may consult with and retain legal counsel and such other experts as it reasonably considers necessary to perform its duties hereunder, and the opinion of such counsel or other expert will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also with the approval of the Corporation (which approval shall not be unreasonably withheld), retain and consult with such other experts or advisors as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert or advisor;

(b) whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a person believed by the Rights Agent to be an officer or a director of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;

(c) the Rights Agent will be liable hereunder for its own gross negligence, bad faith or wilful misconduct;

(d) the Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and will be deemed to have been made by the Corporation only;

(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any certificate for a Common Share or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 3.1(b) hereof) or any adjustment required under the provisions of Section 2.3 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.3 hereof describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable;

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(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments, notices and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;

(a) the Rights Agent is hereby authorized and directed to accept instructions in writing with respect to the performance of its duties hereunder from any individual believed by the Rights Agent to be an officer or director of the Corporation, and to apply to such individuals for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such individual. All such instruction shall, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as is reasonably practicable after the giving of such instructions;

(g) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement and nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and

(h) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in good faith in the selection and continued employment thereof.

4.4 Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to the transfer agent of Common Shares by registered or certified mail, and to the Holders of the Rights in accordance with Section 5.7 at the Corporation’s expense. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to the transfer agent of the Common Shares by registered or certified mail, and to the Holders of the Rights in accordance with Section 5.7. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the Holder of any Rights (which Holder shall, with such notice, submit such Holder’s Rights Certificate for inspection by the Corporation), then the resigning Rights Agent or the Holder of any Rights, may apply to a court of competent jurisdiction for the appointment of a new Rights Agent, at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a company incorporated under the laws of the United States or a state thereof or a company incorporated under the laws of Canada or a province thereof authorized to carry on the business of a rights agent in the Province of British Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses, owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and the transfer agent of the Common Shares, and mail or cause to be mailed a notice thereof in writing to the Holders of the Rights. Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

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4.5 Compliance with Anti-Money Laundering Legislation

The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent reasonably determines that such an act would reasonably be expected to cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, provided that the Rights Agent promptly notifies the Corporation of such determination together with the reasons therefor in accordance with Section 5.7. Further, should the Rights Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in noncompliance with any applicable anti-money laundering or antiterrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Corporation, provided: (i) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction, acting reasonably, within such 10-day period, then such resignation shall not be effective.

4.6 Privacy Provision

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individual’s personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action in connection with this Agreement that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

Article 5
MISCELLANEOUS

5.1 Redemption and Waiver

(a) The Directors acting in good faith may, at any time prior to the provisions of Section 3.1 becoming effective as a result of the occurrence of a Flip-in Event, upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to a particular Flip-in Event that would result from a Take-over Bid made by way of take-over bid circular to all holders of record of Common Shares (which for greater certainty shall not include the circumstances described in Section 5.1(h)); provided that if the Directors waive the application of Section 3.1 to such a Flip-in Event pursuant to this Section 5.1(a), the Directors shall be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid which is made by means of a take-over bid circular to all holders of record of Common Shares which is made prior to the expiry of any Take-over Bid (as the same may be extended from time to time) in respect of which a waiver is, or is deemed to have been, granted under this Section 5.1(a). If the Directors propose such a waiver, the Directors may extend the Separation Time to a date after but not more than 10 Business Days after the meeting of Shareholders called to approve such waiver.

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(b) Subject to the prior consent of the holders of the Common Shares or the Rights given in the manner set forth in Section 5.4(b) or 5.4(c), the Directors acting in good faith may, at any time prior to the provisions of Section 3.1 becoming effective as a result of the occurrence of a Flip-in Event or prior to the waiver of the application of Section 3.1 pursuant to the provisions of this Section 5.1, as the case may be, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.00001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if an event of the type analogous to any of the events described in Section 2.3 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).

(c) Where, pursuant to a Permitted Bid, or a Competing Permitted Bid or an Exempt Acquisition, a Person acquires outstanding Common Shares, other than Common Shares Beneficially Owned by such Person at the date of the Permitted Bid, the Competing Permitted Bid or the Exempt Acquisition, then the Directors shall immediately upon the consummation of such acquisition (that is, on the day that such Person takes up and pays for the Common Shares under the applicable bid or acquisition) without further formality and without any approval under Section 5.4(b) or 5.4(c) be deemed to have elected to redeem the Rights at the Redemption Price.

(d) Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Directors may elect to redeem all the outstanding Rights at the Redemption Price.

(e) If the Directors are deemed under Section 5.1(c) to have elected, or elect under either of Section 5.1(b) or 5.1(d), to redeem the Rights, upon receipt of the required approval of Shareholders, the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the Holders of Rights shall be to receive the Redemption Price.

(f) Within 10 Business Days after receipt of the required approval of Shareholders in respect of any matter for which the Directors are deemed under Section 5.1(c) to have elected, or elect under Section 5.1(b) or 5.1(d) to redeem the Rights, the Corporation shall give notice of redemption to the Holders of the then outstanding Rights by mailing such notice to each such Holder at its last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner provided herein shall be deemed given, whether or not the Holder receives the notice. Each notice of redemption will state the method by which the payment of the Redemption Price will be made. If the Redemption Price payable to any Holder of Rights includes a fraction of a cent, such Redemption Price shall be rounded down to the nearest cent.

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(g) Upon the Rights being redeemed pursuant to Section 5.1(d), all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder, and for all purposes of this Agreement, the Separation Time shall be deemed not to have occurred and the Rights shall remain attached to the outstanding Common Shares, subject to and in accordance with the provisions of this Agreement.

(h) The Directors may waive the application of Section 3.1 in respect of the occurrence of any Flip-in Event if the Directors have determined within ten Trading Days following a Share Acquisition Date that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a waiver is granted by the Directors, such Share Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant to this Section 5.1(h) must be on the condition that such Person, within 14 days after the foregoing determination by the Directors or such earlier or later date as the Directors may determine (the “Disposition Date”), has reduced its Beneficial Ownership of Common Shares so that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Share Acquisition Date and Section 3.1 shall apply thereto.

(i) The Corporation shall give prompt written notice to the Rights Agent of any waiver of the application of Section 3.1 made by the Directors under this Section 5.1.

5.2 Expiration

No Person shall have any rights whatsoever pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in Section 4.1(a) of this Agreement.

5.3 Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Corporation may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the number or kind or class of securities purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.

5.4 Supplements and Amendments

(a) The Corporation may from time to time supplement or amend this Agreement without the approval of the holders of Rights or Voting Shares, to correct any clerical or typographical error or as required to maintain the validity or effectiveness of this Agreement as a result of any change in any applicable legislation, rules or regulations thereunder. Notwithstanding anything in this Section 5.4 to the contrary, no such supplement or amendment shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent to such supplement or amendment.

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(b) Subject to Section 5.4(a), the Corporation may, with the prior consent of the holders of Voting Shares obtained as set forth below, at any time prior to the Separation Time, supplement, amend, vary, rescind or delete any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the Holders of Rights generally). Such consent shall be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by Independent Shareholders present or represented at and entitled to be voted at a meeting of the holders of Voting Shares duly called and held in compliance with applicable laws and the Constating Documents.

(c) Subject to Section 5.4(a), the Corporation may, with the prior consent of the Holders of Rights, at any time on or after the Separation Time, supplement, amend, vary, rescind or delete any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the Holders of Rights generally), provided that no such amendment, variation or deletion shall be made to the provisions of Article 4 except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if such amendment, variation or deletion is authorized by the affirmative votes of a majority of the votes cast by the Holders of Rights (other than holders of Rights whose Rights have become null and void pursuant to the provisions hereof) present or represented at and entitled to be voted at a meeting of the holders duly called and held in compliance with applicable laws and the Constating Documents.

(d) For the purposes hereof, each outstanding Right (other than Rights which are null and void pursuant to the provisions hereof) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those provided for in the Constating Documents with respect to meetings of shareholders of the Corporation, modified appropriately.

(e) Any amendment made by the Corporation to this Agreement pursuant to Section 5.4(a), other than any amendment to correct any clerical or typographical error, shall:

(i) if made before the Separation Time, be submitted to the Shareholders of the Corporation at the next meeting of Shareholders and the Shareholders may, by the majority referred to in Section 5.4(b), confirm or reject such amendment;

(ii) if made after the Separation Time, be submitted to the Holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting of Shareholders and the Holders of Rights may, by resolution passed by the majority referred to in Section 5.4(c), confirm or reject such amendment.

Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by the Shareholders of the Corporation or the Holders of Rights or is not submitted to the Shareholders of the Corporation or Holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of Holders of Rights that should have been but was not held, and no subsequent resolution of the Board Directors to amend this Agreement to substantially the same effect shall be effective until confirmed by the Shareholders or Holders of Rights as the case may be.

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(f) The Corporation shall give notice in writing to the Rights Agent of any supplement, amendment, deletion, variation or rescission to or of this Agreement pursuant to this Section 5.4 within five Business Days of the date of any such supplement, amendment, deletion, variation or rescission, provided that failure to give such notice, or any defect therein, shall not affect the validity of any such supplement, amendment, deletion, variation or rescission.

(g) Any supplement, amendment, deletion, variation or rescission to this Agreement shall be subject to the receipt of any requisite approvals or consents from any applicable regulatory authority including any necessary approvals of any stock exchanges on which the on which the Common Shares are listed for trading.

5.5 Fractional Rights and Fractional Common Shares

(a) The Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. After the Separation Time, in lieu of issuing fractional Rights, the Corporation shall, subject to Section 3.1(b), deliver Rights Certificates representing the number of Rights to which each Holder is entitled, rounded down to the nearest whole Right and shall not be required to deliver any certificate or cash in lieu thereof in respect of any fractions of Rights.

(a) Share Certificates for Common Shares shall only be issued upon written request to the Corporation and the Corporation shall not be required in any circumstances to issue fractional Common Shares upon exercise of Rights or to distribute certificates which evidence fractional Common Shares. In lieu of issuing fractional Common Shares, the Corporation shall pay to the registered Holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the Market Price of one Common Share. The Rights Agent shall have no obligation to make any payments in lieu of issuing fractions of Rights or Common Shares unless and until the Corporation shall have provided to the Rights Agent the amount of funds to be paid in lieu of issuing such fractional Rights or Common Shares, as the case may be.

5.6 Rights of Action

Subject to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective Holders of the Rights. Any Holder of Rights, without the consent of the Rights Agent or of the Holder of any other Rights, may, on such Holder’s own behalf and for such Holder’s own benefit and the benefit of other Holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Corporation to enforce such Holder’s right to exercise such Holder’s Rights, or Rights to which such Holder is entitled, in the manner provided in such Holder’s Rights and in this Agreement. Without limiting the foregoing or any remedies available to the Holders of Rights, it is specifically acknowledged that the Holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

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5.7 Regulatory Approvals

Any obligation of the Corporation or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority, including any necessary approvals of any stock exchange on which the Common Shares are listed for trading.

5.8 Declaration as to Non-U.S. or Non-Canadian Holders

If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Corporation with the securities laws or comparable legislation of a jurisdiction outside the United States or Canada, the Board of Directors acting in good faith shall take such actions as they may deem appropriate to ensure such compliance. In no event shall the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than the United States or Canada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes. The Rights Agent shall be entitled to rely upon the last address as it appears on the register of the Rights or, prior to and including the Separation Time, on the register of the transfer agent for the Voting Shares to determine whether a Person is a citizen, resident or national of any jurisdiction other than the United States or Canada for the purpose of this Section 5.8.

5.9 Notices

(a) Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the Holder of any Rights to or on the Corporation shall be sufficiently given or made if delivered or sent by registered or certified mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent), or sent by facsimile or other form of recorded electronic communication, charges prepaid and confirmed in writing, as follows:

Tanzanian Gold Corporation
#202, 5626 Larch Street

Vancouver, BC V6E 4E1

Attention: Stephen Mullowney, CEO
Email: s.mullowney@tangoldcorp.com

(b) Notices or demands authorized or required by this Agreement to be given or made by the Corporation or by a Holder of Rights to or on the Rights Agent shall be sufficiently given or made if delivered, sent by registered or certified mail, postage prepaid, addressed (until another address is filed in writing with the Corporation), or sent by facsimile or other form of recorded electronic communication, charges prepaid and confirmed in writing, as follows:

Odyssey Trust Company

323 – 409 Granville Street

Vancouver, BC V6C 1T2

Attention: Director, Client Services
Email: Clients@odysseytrust.com

(c) Notices or demands authorized or required by this Agreement to be given or made by the Corporation or the Rights Agent to or on the Holder of Rights shall be sufficiently given or made if delivered or sent by registered or certified mail, postage prepaid, addressed to such Holder at the address of such Holder as it appears upon the Rights Register or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the Holder receives the notice.

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(d) Any notice given or made in accordance with this Section 5.9 shall be deemed to have been given and to have been received on the day of delivery, if so delivered, on the third Business Day (excluding each day during which there exists any general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if so mailed, and on the day of telegraphing, telecopying or sending of the same by other means of recorded electronic communication (provided such sending is during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter). Each of the Corporation and the Rights Agent may from time to time change its address for notice by notice to the other given in the manner aforesaid.

5.10 Costs of Enforcement

The Corporation agrees that if the Corporation or any other Person the securities of which are purchasable upon exercise of Rights fails to fulfil any of its obligations pursuant to this Agreement, then the Corporation or such Person will reimburse the Holder of any Rights for the costs and expenses (including reasonable legal fees) incurred by such Holder in actions to enforce his or her rights pursuant to any Rights or this Agreement.

5.11 Successors

All the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Rights Agent shall bind and enure to the benefit of their respective successors and assigns hereunder.

5.12 Benefits of this Agreement

Nothing in this Agreement shall be construed to give to any Person other than the Corporation, the Rights Agent and the Holders of the Rights any legal or equitable right, remedy or claim under this Agreement; further, this Agreement shall be for the sole and exclusive benefit of the Corporation, the Rights Agent and the Holders of the Rights.

5.13 Governing Law

This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of Alberta and for all purposes shall be governed by and construed in accordance with the laws of such province applicable to contracts to be made and performed entirely within such province.

5.14 Severability

If any Section, Article, term or provision hereof or the application thereof to any circumstance or any right hereunder shall, in any jurisdiction and to any extent, be invalid or unenforceable, such Section, Article, term, provision or right shall be ineffective only as to such jurisdiction and to the extent of such invalidity or unenforceability in such jurisdiction without invalidating or rendering unenforceable or ineffective the remaining Sections, Articles, terms and provisions hereof or rights hereunder in such jurisdiction or the application of such Section, Article, term or provision or rights hereunder in any other jurisdiction or to circumstances other than those as to which it is specifically held invalid or unenforceable.

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5.15 Effective Date

This Agreement is effective and in full force and effect in accordance with its terms from and after the Effective Date.

5.16 Reconfirmation

This Agreement must be reconfirmed by a resolution passed by a majority of the votes cast by Independent Shareholders who vote in respect of such reconfirmation at every third annual meeting of the Corporation. If the Agreement is not so reconfirmed or is not presented for reconfirmation at such annual meeting, the Agreement and all outstanding Rights shall terminate and be void and of no further force and effect on and from the date of termination of the applicable annual meeting; provided that termination shall not occur if a Flip-in Event has occurred (other than a Flip-in Event which has been waived pursuant to Section 5.1(a) or 5.1(h) hereof), prior to the date upon which this Agreement would otherwise terminate pursuant to this Section 5.16.

5.17 Determinations and Actions by the Board of Directors

All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board Directors, in good faith, for the purposes of this Agreement shall not subject the Board of Directors or any Director of the Corporation to any liability to the Holders of the Rights.

5.18 Rights of Board of Directors and the Corporation

Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of Voting Shares reject or accept any Take-over Bid or take any other action (including the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the holders of the Voting Shares with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

5.19 Time of the Essence

Time shall be of the essence in this Agreement.

5.20 Force Majeure

Neither party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental or regulatory action, earthquakes, or any other similar extreme causes in each case affecting the general population (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures which in each case affect the general population). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is properly excusable under this Section, but such extension is not cumulative and shall not apply in circumstances where performance was not due at the relevant time.

5.21 Execution in Counterparts

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This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

TANZANIAN GOLD CORPORATION
Per:
	Name:  Stephen Mullowney
	Title:   Chief Executive Officer

ODYSSEY TRUST COMPANY
Per:
	Name:
	Title:

1

EXHIBIT A – FORM OF RIGHTS CERTIFICATE

TANZANIAN GOLD CORPORATION

Certificate No. _______________ _______________ Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR TRANSFEREES OF AN ACQUIRING PERSON OR ITS ASSOCIATES OR AFFILIATES (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT) OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM, MAY BECOME VOID, WITHOUT ANY FURTHER ACTION.

This certifies that _________________________________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement dated January 20, 2021, as the same may be amended or supplemented from time to time (the “Shareholder Rights Agreement”), between Tanzanian Gold Corporation, a company incorporated under the laws of the Province of Alberta (the “Corporation”) and Odyssey Trust Company, a company incorporated under the laws Alberta (the “Rights Agent”) (which term shall include any successor Rights Agent under the Shareholder Rights Agreement), to purchase from the Corporation at any time after the Separation Time (as such term is defined in the Shareholder Rights Agreement) and prior to the Expiration Time (as such term is defined in the Shareholder Rights Agreement), one fully paid and non-assessable common share of the Corporation (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise (in the form provided hereinafter) duly executed and submitted to the Rights Agent at its principal office in Vancouver, British Columbia.

The Exercise Price shall initially be [ * ] per Common Share as at the Separation Time and shall be subject to adjustment in certain events as provided in the Shareholder Rights Agreement. In certain circumstances described in the Shareholder Rights Agreement, the number of Common Shares which each Right entitles the registered holder thereof to purchase shall be adjusted as provided in the Shareholder Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Shareholder Rights Agreement are on file at the registered office of the Corporation and are available upon written request.

This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights entitling the holder purchase a like aggregate number of Common Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

2

Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right, rounded town to the nearest whole cent for each holder of Rights.

No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a payment by cheque will be made, as provided in the Shareholder Rights Agreement.

No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Shareholder Rights Agreement), or to receive dividends, distributions or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement.

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This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

Date: ________________________________

TANZANIAN GOLD CORPORATION
Per:
	Name:
	Title:
Per:
	Name:
	Title:

ODYSSEY TRUST COMPANY
Per:
	Name:
	Title:

(To be attached to each Rights Certificate)

FORM OF ELECTION TO EXERCISE

(To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.)

TO:                 ODYSSEY TRUST COMPANY

AND TO:      TANZANIAN GOLD CORPORATION

The undersigned hereby irrevocably elects to exercise _____________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of:

(Name)

(Address)

(City and Province)

Social Insurance Number or other taxpayer identification number.

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

(Name)

(Address)

(City and Province)

Social Insurance Number or other taxpayer identification number.

Dated: __________________________________ Signature: __________________________________

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signature Guaranteed: Signature must be guaranteed by a Schedule 1 Canadian chartered bank, a major Canadian trust company or a member of a recognized Medallion Signature Guarantee Program.

-5-

CERTIFICATE

(To be completed if true)

The undersigned party exercising Rights hereunder, hereby represents, for the benefit of the Corporation, the Rights Agent and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement.

Dated: __________________________________ Signature: __________________________________

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signature Guaranteed: Signature must be guaranteed by a Schedule 1 Canadian chartered bank, a major Canadian trust company or a member of a recognized Medallion Signature Guarantee Program.

NOTICE

In the event the certification set forth above in the Form of Election to Exercise is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (all capitalized terms are used as defined in the Shareholder Rights Plan Agreement) and accordingly such Rights shall be null and void.

-6-

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto _________________________________________________________________________

(Please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________________________________________, as attorney, to transfer the within Rights on the books of the Corporation, with full power of substitution.

Dated: __________________________________ Signature: __________________________________

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signature Guaranteed: Signature must be guaranteed by a Schedule 1 Canadian chartered bank, a major Canadian trust company or a member of a recognized Medallion Signature Guarantee Program.

CERTIFICATE

(To be completed if true)

The undersigned hereby represents, for the benefit of the Corporation, the Rights Agent and all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement.

Dated: __________________________________ Signature: __________________________________

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signature Guaranteed: Signature must be guaranteed by a Schedule 1 Canadian chartered bank, a major Canadian trust company or a member of a recognized Medallion Signature Guarantee Program.

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Stephen Mullowney, certify that:

1. I have reviewed this annual report on Form 20-F of Tanzanian Gold Corporation (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. .Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 29, 2021

/s/ Stephen Mullowney

Stephen Mullowney

President and Chief Executive Officer

(Principal Executive Officer)

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Michael Leonard, certify that:

1. I have reviewed this annual report on Form 20-F of Tanzanian Gold Corporation (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. .Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 29, 2021

/s/ Michael Leonard

Michael Leonard

Chief Financial Officer

(Principal Financial Officer)

EX-13.1

Exhibit 13.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF

TITLE 18, UNITED STATES CODE)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), each of the undersigned officers of Tanzanian Gold Corporation (the “Company”), does hereby certify with respect to the Annual Report of the Company on Form 20-F for the year ended August 31, 2021, as filed with the Securities and Exchange Commission (the “Form 20-F”) that, to the best of their knowledge:

(1) the Form 20-F fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 29, 2021 /s/ Stephen Mullowney Stephen Mullowney, President and Chief Executive Officer (Principal Executive Officer)       /s/ Michael Leonard   Michael Leonard Chief Financial Officer (Principal Financial Officer)

EX-15.1

Exhibit 15.1

Tanzanian Gold Corporation

Consolidated Financial Statements

For the years ended

August 31, 2021, 2020 and 2019

(expressed in US dollars)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of Tanzanian Gold Corporation, were prepared by management in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances. The significant accounting policies of the Company are summarized in Note 3 to the consolidated financial statements.

Management has established processes, which are in place to provide them with sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the year presented by the consolidated financial statements and (ii) the consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Company, as of the date of and for the year presented by the consolidated financial statements.

The Board of Directors is responsible for ensuring that management fulfills its financial reporting responsibilities and for reviewing and approving the consolidated financial statements together with other financial information. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process. The Audit Committee meets with management as well as with the independent auditors to review the consolidated financial statements and the auditors' report. The Audit Committee also reviews the Annual Report to ensure that the financial information reported therein is consistent with the information presented in the consolidated financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

“Stephen Mullowney”	“Michael P. Leonard”
Stephen Mullowney	Michael P. Leonard
Chief Executive Officer	Chief Financial Officer

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”) for the Company as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. The Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have conducted an evaluation of the design and effectiveness of the Company’s ICFR as of August 31, 2021. In making this assessment, the Company’s management used the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, Management concluded that ICFR was not effective for the year ended August 31, 2021 due to the following material weaknesses: (i) lack of timely review and approval of certain journal entries and reconciliations; (ii) lack of related oversight and accuracy for recognition of certain charges in the Company’s books; and (iii) lack of adequate oversight related to the development and performance of internal controls. Due to the limited number of personnel in the Company, there are inherent limitations related to segregation of duties amongst personnel to perform adequate oversight, review and approvals.

Remediation of Material Weaknesses

The control deficiencies described above were concluded on by management during the year ended August 31, 2021. The Company has prioritized the remediation of the material weaknesses described above and is working under the oversight of the Audit Committee to resolve the issue.

Specific actions to remediate these material weaknesses include the following:

· Engagement of a local Tanzanian Certified Public Accounting firm to review the Buckreef, Tanzam and Tancan books and records, from the invoice level, to ensure completeness and accuracy of recordkeeping in the appropriate account, entity and period. No material misstatements, either individually or in aggregate were identified.

· Reduced Delegation of Authority limits over cash payments to a zero-dollar approval threshold. Executive management (CFO, COO) and site General Managers review and approve every dollar of expenditure and only advance funds for payment based on approved invoices, signed by site GMs and approved by the CFO and COO.

· Hired a VP Finance and Corporate Controller to supplement review and approval of invoices, journal entries, reconciliations, financial statements and note disclosure to improve segregation of duties and internal controls around financial reporting.

· Hired a Senior Procurement Officer at Buckreef to enhance supply chain controls, approvals and authorizations while improving segregation of duties around the procure to pay process.

· Hired two new inventory storekeepers at Buckreef to improve segregation of duties around inventory management, stock count inspections, supplies reconciliations and inventory controls.

· Enhanced use of ERP to automate certain reconciliations, including fixed asset continuity and depreciation schedules, to eliminate risk of manual spreadsheet errors and to automate more timely review and approval of certain processes.

· Engaging third party service provider to assist in the review, implementation and evaluation of Company’s controls and procedures.

The Company is currently in the process of implementing and documenting its systems of internal controls related to remediate the material weaknesses identified above however has been unable to complete this implementation by the required reporting date due to limited resources. Proposed changes to address the material weaknesses will take time to implement due to, amongst other things, a limited number of staff at the Company.

It is the Company’s intention to formally review, document and implement the Company’s key controls, including ITGCs, ICFR and DC&P as per the COSO 2013 Framework, as well as develop key risk control matrices to mitigate the risk of material weaknesses in the future.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of

Tanzanian Gold Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Tanzanian Gold Corporation (the "Company") as of August 31, 2021 and 2020 and September 1, 2019, the related consolidated statements of comprehensive loss, changes in equity, and cash flows, for the years ended August 31, 2021, 2020, and 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2021 and 2020 and September 1, 2019 and its financial performance and its cash flows for the years ended August 31, 2021, 2020, and 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Report on Internal Control Over Financial Reporting

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of August 31, 2021, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated November 29, 2021 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter

How the Matter was Addressed in the Audit

Assessment of Mineral properties and deferred exploration for potential impairment indicators As described in Note 3 to the financial statements, management reviews and evaluates the net carrying value of mineral properties and deferred exploration for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. If deemed necessary based on this review and evaluation, management performs a test for impairment. In its review and evaluation, management determined that there were no indicators that the carrying amount of mineral properties and deferred exploration, which has a carrying value of $38,618,000 as of August 31, 2021, may not be recoverable. We identified the assessment of unproved mineral properties for potential impairment indicators as a critical audit matter due to the materiality of the balance, the high degree of auditor judgment and an increased level of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions in determining whether indicators of impairment are present.

The primary procedures we performed to address this critical audit matter included: ·    Evaluation of the Company’s identification of significant events or changes in circumstances that have occurred indicating the underlying Tanzanian property may not be recoverable by performing an independent assessment. ·    Discussion with management of future business plans for the mineral properties and deferred exploration ·    Ensuring key assumptions were consistent with evidence obtained in other areas of the audit.

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2016

Vancouver, Canada

November 29, 2021

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Tanzanian Gold Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Tanzanian Gold Corporation and subsidiaries (the “Company”), as of August 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of August 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States), the consolidated financial statements as of and for the year ended August 31, 2021 of the Company and our report dated November 29, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment: Management identified material weaknesses in the Company’s overall control environment due to the aggregate effect of multiple deficiencies in internal controls, which affected five components of the internal control as defined by COSO (control environment, risk assessment, control activities, information and communication, and monitoring).

Management did not design and maintain effective controls over the following, each of which is a material weakness:

(a) Lack of timely review and approval of certain journal entries and reconciliations;

(b) Lack of related oversight and accuracy for recognition of certain charges in the Company’s books; and

(c) Lack of adequate oversight related to the development and performance of internal controls. Due to the limited number of personnel in the Company, there are inherent limitations related to segregation of duties amongst personnel to perform adequate oversight, review and approvals.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended August 31, 2021, of the Company, and this report does not affect our report on such financial statements. 

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

November 29, 2021

Tanzanian Gold Corporation

Consolidated Statements of Financial Position

(Expressed in Thousands of US Dollars)

As at		August 31, 2021			August 31, 2020			September 1, 2019
					Restated – notes 2 and 4			Restated – notes 2 and 4
Assets
Current Assets
Cash (Note 17)	$	13,447		$	4,053		$	2,547
Amounts receivable (Note 13)		460			547			470
Prepaid and other assets (Note 14)		332			78			91
Inventory (Note 16)		1,179			726			393
Current assets		15,418			5,404			3,501
Property, plant and equipment (Note 6)		2,482			1,738			1,285
Mineral properties and deferred exploration (Note 5)		38,618			30,997			23,859
Assets	$	56,518		$	38,139		$	28,645
Liabilities
Current Liabilities
Trade, other payables and accrued liabilities (Notes 15)	$	5,263		$	4,950		$	4,737
Convertible loan (Note 24)		-			-			1,452
Gold bullion loans (Note 22)		-			-			3,757
Derivatives in gold bullion loans (Note 22)		-			-			977
Convertible debentures (Note 25)		-			5,089			-
Derivative warrant liabilities (Note 26)		2,149			551			-
Current liabilities		7,412			10,590			10,923
Derivative warrant liabilities		-			-			3,371
Asset Retirement Obligation (Note 20)		2,681			2,680			554
Liabilities		10,093			13,270			14,848
Shareholders’ equity
Share capital (Note 7)		158,129			135,100			108,218
Share based payment reserve (Note 9)		5,680			2,748			6,413
Warrants reserve (Note 8)		1,606			728			728
Accumulated deficit		(117,457	)		(113,453	)		(101,986	)
Equity attributable to owners of the Company		47,958			25,123			13,373
Non-controlling interests (Note 21)		(1,533	)		(254	)		424
Total shareholders’ equity		46,425			24,869			13,797
Total Shareholders' Equity and Liabilities	$	56,518		$	38,139		$	28,645

Nature of operations and Going Concern (Note 1)

Commitments and Contingencies (Note 19)

The accompanying notes are an integral part of these consolidated financial statements

4

Tanzanian Gold Corporation

Consolidated Statements of Comprehensive Loss

(Expressed in Thousands of US Dollars)

Year ended August 31,		2021			2020			2019
					Restated – notes 2 and 4			Restated – notes 2 and 4
Administrative expenses
General and administrative expense (Note 27)	$	9,027		$	7,679		$	3,660
Administrative expenses		(9,027	)		(7,679	)		(3,660	)
Other income (expenses)
Financial instrument related cost and other (Note 28)		4,498			(3,681	)		(2,349	)
Foreign exchange		(78	)		(545	)		(200	)
Interest, net		(7	)		(17	)		(13	)
Field, camp and exploration costs		(669	)		(223	)		(144	)
Write off of mineral properties and deferred exploration costs (Note 5)		-			-			(16,705	)
Net loss and comprehensive loss	$	(5,283	)	$	(12,145	)	$	(23,071	)
Loss and comprehensive loss attributable to:
Parent		(4,004	)		(11,467	)		(22,981	)
Non-controlling interests		(1,279	)		(678	)		(90	)
Net loss	$	(5,283	)	$	(12,145	)	$	(23,071	)
Loss per share – basic and diluted attributable to Parent	$	(0.02	)	$	(0.07	)	$	(0.17	)
Weighted average # of shares outstanding – basic and diluted		232,208,260			166,510,691			136,050,492

The accompanying notes are an integral part of these consolidated financial statements

5

Tanzanian Gold Corporation

Consolidated Statements of Changes in Equity

(Expressed in Thousands of US Dollars)

	Share Capital					Reserves
		Number of Shares		Amount			Share based payments			Warrants			Accumulated deficit			Owner's equity			Non-controlling interests			Total equity
Balance at August 31, 2018		125,162,803	$	96,719		$	7,189		$	890		$	(79,005	)		25,793		$	514			26,307
Issued for cash, net of share issue costs		13,435,503		6,724			-			-			-			6,724			-			6,724
Shares issued for interest on gold loans and convertible loans		1,836,229		528			-			-			-			528			-			528
Shares issued as financing fee for loans (Note 22)		686,446		439			-			-			-			439			-			439
Issued for settlement of loans (Note 22 and 24)		7,789,895		2,099			-			-			-			2,099			-			2,099
Transfer of conversion component on conversion of convertible loans		-		1,058			(1,058	)		-			-			-			-			-
Stock options exercised		63,333		20			-			-			-			20			-			20
Transfer of reserve on exercise of stock options		-		21			(21	)		-			-			-			-			-
Warrants exercised		85,127		162			-			(162	)		-			-			-			-
Issued in trust for legal appeal		1,332,222		448			-			-			-			448			-			448
Conversion component of convertible loans (Note 24)		-		-			125			-			-			125			-			125
Share based compensation - Stock options		-		-			178			-			-			178			-			178
Net loss for the year		-		-			-			-			(22,981	)		(22,981	)		(90	)		(23,071	)
Balance at September 1, 2019 (Restated, Notes 2 and 4)		150,391,558	$	108,218		$	6,413		$	728		$	(101,986	)		13,373		$	424			13,797
Issued for cash, net of share issue costs		6,768,634		3,441			-			-			-			3,441			-			3,441
Shares issued for interest on gold loans and convertible loans		1,463,855		584			-			-			-			584			-			584
Shares issued as financing fee for loans (Note 22 and 24)		1,025,762		477			-			-			-			477			-			477
Issued for settlement of loans (Note 22 and 24)		29,267,417		11,382			-			-			-			11,382			-			11,382
Transfer of conversion component on conversion of convertible loans		-		4,286			(4,286	)		-			-			-			-			-
Warrants exercised		5,434,896		3,484			-			-			-			3,484			-			3,484
Shares issued for compensation		5,623,000		3,228			-			-			-			3,228			-			3,228
Conversion component of convertible loans		-		-			613			-			-			613			-			613
Share based compensation - Stock options		-		-			8			-			-			8			-			8
Net loss for the period		-		-			-			-			(11,467	)		(11,467	)		(678	)		(12,145	)
Balance at August 31, 2020		199,975,122	$	135,100		$	2,748		$	728		$	(113,453	)	$	25,123		$	(254	)	$	24,869
Issued for cash, net of share issue costs		38,477,666		23,226			-			-			-			23,226			-			23,226
Share based compensation - bonus shares accrued		-		-			2,933			-			-			2,933			-			2,933
Warrants issued (Note 7)		-		(8,710	)		-			878			-			(7,832	)		-			(7,832	)
Issued for settlement of convertible debentures (Note 25)		12,150,447		7,015			-			-			-			7,015			-			7,015
Shares issued for settlement of debts related to convertible and gold loans (Note 15)		4,266,321		1,497			-			-			-			1,497			-			1,497
Options exercised (Note 7)		1,000		-			-			-			-			-			-			-
Transfer of reserve on exercise of options		-		1			(1	)		-			-			-			-			-
Net loss for the period		-		-			-			-			(4,004	)		(4,004	)		(1,279	)		(5,283	)
Balance at August 31, 2021		254,870,556	$	158,129		$	5,680		$	1,606		$	(117,457	)	$	47,958		$	(1,533	)	$	46,425

The accompanying notes are an integral part of these consolidated financial statements

6

Tanzanian Gold Corporation Consolidated Statements of Cash Flows (Expressed in Thousands of US Dollars)
Year ended August 31,		2021			2020			2019
					Restated – notes 2 and 4			Restated – notes 2 and 4
Operating
Net loss	$	(5,283	)	$	(12,145	)	$	(23,071	)
Adjustments to reconcile net loss to cash flow from operating activities:
Non-cash items (Note 29)		(1,963	)		4,696			19,237
Cash cost of share issuance reflected under financing activities		665			-			-
Net change in non-cash operating working capital items:
Amounts receivable		87			(77	)		(267	)
Inventory		(453	)		(333	)		3
Prepaid and other assets		(254	)		13			(2	)
Trade, other payables and accrued liabilities		(316	)		1,247			174
Cash used in operating activities		(7,517	)		(6,599	)		(3,926	)
Investing
Mineral properties and deferred exploration costs		(8,117	)		(6,418	)		(2,169	)
Proceeds from gold sales		2,524			368			-
Purchase of property, plant and equipment		(1,030	)		(673	)		(18	)
Cash used in investing activities		(6,623	)		(6,723	)		(2,187	)
Financing
Issuance of common shares for cash		24,400			3,441			6,883
Issue costs		(1,839	)		-			-
Repayment of leases		(27	)		-			-
Proceeds from issuance of convertible debentures		1,000			6,000			-
Proceeds from issuance of convertible loans		-			5,164			1,234
Proceeds from issuance of gold loans		-			223			216
Cash provided by financing activities		23,534			14,828			8,333
Net increase in cash		9,394			1,506			2,220
Cash, beginning of year		4,053			2,547			327
Cash, end of year	$	13,447		$	4,053		$	2,547

The accompanying notes are an integral part of these consolidated financial statements

7

Tanzanian Gold Corporation

Consolidated Statements of Cash Flow

(Expressed in Thousands of US Dollars)

Supplementary information: Year ended August 31, 2021		2021			2020		2019
Non-cash transactions:
Value of shares issued for interest on loans	$	-		$	584	$	528
Value of shares issued as financing fee for convertible loans		-			477		439
Value of shares issued on conversion of loans		-			11,382		2,099
Value of shares issued for compensation		-			3,228		-
Cashless exercise of warrants		-			3,484		162
Value of shares issued on conversion of debentures		7,015			-		-
Warrants issued		(8,710	)		-		-
Value of shares issued for settlement of debts related to convertible and gold loans		1,497			-		-

The accompanying notes are an integral part of these consolidated financial statements

8

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

1.  Nature of Operations and Going Concern

The Company was originally incorporated under the corporate name “424547 Alberta Ltd.” in the Province of Alberta on July 5, 1990, under the Business Corporations Act (Alberta). The name of the Company was changed to Tanzanian Gold Corporation on April 11, 2019 (“TanGold”, “Group” or the “Company”). The address of the Company’s registered office is 400 3^rd Avenue SW, Suite 3700, Calgary, Alberta, T2P 4H2, Canada. The Company’s principal business activity is in the exploration and development of mineral property interests. The Company’s mineral properties are located in United Republic of Tanzania (“Tanzania”).

The Company is in the process of exploring, developing, and evaluating its mineral properties. The business of exploring and mining for minerals involves a high degree of risk. The underlying value of the mineral properties is dependent upon the existence and economic recovery of mineral resources and reserves, the ability to raise long-term financing to complete the development of the properties, government policies and regulations, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis; all of which are uncertain.

The amounts shown as mineral properties and deferred exploration expenditures represent costs incurred to date, less amounts amortized and/or written off, and do not necessarily represent present or future values. The underlying value of the mineral properties is entirely dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest, the ability of the Company to obtain the necessary financing to complete development, and future profitable production.

The Company reviews its going concern status, via comparisons to budgets, cash flow forecasts, and access to further financing. At the balance sheet date, the Company had $13.4 million of cash. The Company raises financing for its exploration and development activities in discrete tranches to finance its activities for limited periods only. The Company has identified that further funding may be required for working capital purposes, and to finance the Company’s in-fill drilling, exploration program and development of mining assets. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern. 

These consolidated financial statements do not give effect to any adjustment which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the consolidated financial statements and such adjustments may be material.

9

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

2. Basis of Preparation

2.1 Statement of compliance

The Company’s consolidated financial statements, including comparatives, have been prepared in accordance with and using accounting policies in full compliance with the International Financial Reporting Standards (“IFRS”) and International Accounting Standards (“IAS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting for the year ended August 31, 2021.

These consolidated financial statements were approved and authorized by the Board of Directors of the Company on November 29, 2021.

2.2 Basis of presentation

The consolidated financial statements of the Company as at and for the years ended August 31, 2021, 2020 and 2019 comprise of the Company and its subsidiaries (together referred to as “TanGold”, the “Company” or “Group”).

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as explained in the accounting policies set out in note 3.

Foreign Currency Translation

Functional & presentation currencies

The functional currency of the Company is the US dollar. The functional currency of the Company’s Tanzanian subsidiaries is the US dollar, which is determined to be the currency of the primary economic environment in which the subsidiaries operate.

During the year ended August 31, 2021, the Company changed its presentation currency from the Canadian dollar (“CAD”) to the US dollar. The Company believes that the change in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information to its peers. For more details, see Note 4 of these audited consolidated financial statements.

2.3 COVID-19

The preparation of the condensed consolidated financial statements requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. These consolidated financial statements include estimates, which by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. While there has been increased economic optimism in the early part of 2021 as the global economy continued to show signs of recovery from the impacts of the COVID-19 pandemic, current market conditions may result in additional uncertainties, risks and complexities in management’s determination of the estimates and assumptions used to prepare the Company’s financial results. As the COVID-19 pandemic continues, management cannot reasonably estimate the length or severity of the impact on the Company. As such, actual results may differ from estimates and the effect of such differences may be material.

10

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies

3.1 Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries: Tanzania American International Development Corporation 2000 Limited (“Tanzam”), Tancan Mining Co. Limited (“Tancan”), and Buckreef Gold Company Ltd. (“Buckreef Gold”). Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

The consolidated financial statements of the Company set out the assets, liabilities, expenses, and cash flows of the Company and its subsidiaries, namely:

		Ownership interest as at August 31,
	Country of  incorporation		2021		2020
Tanzam	Tanzania		100	%	100	%
Tancan	Tanzania		100	%	100	%
Buckreef Gold	Tanzania		55	%	55	%

All inter-company transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity therein. Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a negative balance.

11

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

3.2 Mineral properties and deferred exploration

All direct costs related to the acquisition and exploration and development of specific properties are capitalized as incurred. Any cost incurred prior to obtaining the legal right to explore a mineral property are expensed as incurred. Field overhead costs directly related to exploration are capitalized and allocated to mineral properties explored. All other overhead and administration costs are expensed as incurred. If a property is abandoned, sold or impaired, an appropriate charge will be made to the statement of comprehensive loss at the date of such impairment. Discretionary option payments arising on the acquisition of mining properties are only recognized when paid. Amounts received from other parties to earn an interest in the Company's mining properties are applied as a reduction of the mining property and deferred exploration and development costs until all capitalized costs are recovered at which time additional reimbursements are recorded in the consolidated statement of comprehensive loss, except for administrative reimbursements which are credited to operations.

As the Company is in the exploration stage, it has no significant ongoing sources of revenue. Incidental revenue is generated from the sale of gold bars. In accordance with IFRS 15, the Company recognizes revenue when the gold is shipped to the customer. Delivery of the gold is considered to be the only performance obligation and revenue is measured based on the consideration specified in the contract with the customer. Gold sales generated from bulk sampling activities are treated as a cost recovery against exploration expenses. The Company reviews the carrying value of a mineral property when events or changes in circumstances indicate that the carrying value may not be recoverable.

Examples of such events or changes in circumstances are as follows:

· the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

· substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

· exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

· sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If the carrying value exceeds the fair value, the property will be written down to fair value with a provision charged against operations in the year of impairment. An impairment is also recorded when management determines that it will discontinue exploration or development on a mineral property or when exploration rights or permits expire.

Ownership in mineral properties involves certain risks due to the difficulties in determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral interests.

Once an economically viable reserve has been determined for a property and a decision has been made to proceed with development has been approved, acquisition, exploration and development costs previously capitalized to the mineral property are first tested for impairment and then classified as property, plant and equipment under construction. These costs will be amortized against the income generated from the mineral property.

12

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

3.3 Property, plant and equipment

Property, plant and equipment (“PPE”) are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of PPE consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Depreciation is provided at the following rates calculated to write off the cost of PPE, less their estimated residual value, using the straight-line methods over its estimated remaining useful life, or the remaining life of the mine if shorter:

	Straight-line (years to depreciate)
Machinery and equipment	5	to	8
Automotive		5
Computer equipment		3
Leasehold improvements		5
Processing plant		8

An item of PPE is derecognized upon disposal, when held for sale or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statement of comprehensive loss.

Assets under construction are capitalized as construction-in-progress. The cost of construction-in-progress comprises of its purchase price and any costs directly attributable to bringing it into working condition for its intended use. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. Construction-in-progress assets are not depreciated until it is completed and available for use.

The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for PPE and any changes arising from the assessment are applied by the Company prospectively.

Where an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of plant and equipment. Expenditures incurred to replace a component of an item of property, plant and equipment that is accounted for separately, the major inspection and overhaul expenditures of replacement of such a component are capitalized.

3.4 Decommissioning, restoration and similar liabilities (“Asset retirement obligation” or “ARO”)

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of mineral properties and PPE, when those obligations result from the acquisition, construction, development or normal operation of the Company’s assets. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement obligation is added to the carrying amount of the related asset and the cost is amortized as an expense over the economic life of the asset using the declining balance method. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the current market-based discount rate, and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.

13

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

3.5 Share based payments

Share based payment transactions

Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment.

Equity settled transactions

The costs of equity settled transactions with employees are measured by reference to the fair value at the date on which they are granted.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense which is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in share-based payment reserve.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

The effect of outstanding options is considered in the computation of earnings per share, if dilutive.

14

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

3.6 Taxation

Income tax expense represents the sum of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the date of the statement of financial position.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

· where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

· in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

· where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

· in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at the date of the statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the date of the statement of financial position and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

15

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

Deferred income tax relating to items recognized directly in equity is recognized in equity.

Deferred income tax assets and liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Sales tax

Expenses and assets are recognized net of the amount of sales tax, except:

· when the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable; or

· when receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.

3.7 Loss per share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding restricted stock units, share purchase warrants, convertible debt, and stock options, in the weighted average number of common shares outstanding during the year, if dilutive. Because the Company incurred net losses, the effect of the dilutive instruments would be anti-dilutive and therefore diluted loss per share equals basic loss per share.

3.8 Financial instruments

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss (“FVTPL”), amortized cost, or fair value through other comprehensive income (“FVOCI”). The Company determines the classification of its financial assets at initial recognition.

· FVTPL

Financial assets are classified at FVTPL if they do not meet the criteria to be classified at amortized cost or fair value through OCI. Gains or losses on these items are recognized in net earnings or loss.

16

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

· Amortized cost

Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not designated as at FVTPL: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows and 2) the asset’s contractual cash flows represent “solely payments of principal and interest”. The Company’s other receivables are recorded at amortized cost as they meet the required criteria. A provision is recorded when the estimated recoverable amount of the financial asset is lower than the carrying amount. At each statement of financial position date, the Company assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at amortized cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk. When sold or impaired, any accumulated fair value adjustments previously recognized are included in profit or loss.

· FVOCI

For equity securities that are not held for trading, the Company can make an irrevocable election at initial recognition to classify the instruments at FVOCI, with all subsequent changes in fair value being recognized in other comprehensive income (“OCI”). This election is available for each separate investment. Under this new FVOCI category, fair value changes are recognized in OCI while dividends are recognized in profit or loss. On disposal of the investment, the cumulative fair value change remains in OCI and is not recycled to net earnings or loss.

· Reclassifications

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Derivative warrant liabilities

Foreign currency denominated warrants (not including compensation warrants), are considered a derivative as they are not indexed solely to the entity’s own stock. During the year ended August 31, 2020, the foreign currency denominated warrants were exercised in full.

During the year ended August 31, 2021 the Company issued convertible debentures with detachable warrants for the Company’s common shares. The warrants are classified as a derivative financial liability as they are potentially exercisable in cash or on a cashless basis resulting in a variable number of shares being issued. The warrants are initially recognized at fair value and subsequently measured at fair value with changes recognized through profit or loss.

The Company uses the Black-Scholes pricing model to estimate fair value at each exercise and period end date.

Agent warrants and warrants

Warrants issued to agents in connection with an equity financing are recorded at fair value and charged to share issue costs associated with the offering with an offsetting credit to warrants reserve in shareholders’ equity.

Warrants included in units offered to subscribers in connection with financings are valued using the residual value method whereby proceeds are first allocated to the fair value of the shares and the excess if any, allocated to the warrants.

17

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

Financial liabilities

Trade, other payables and accrued liabilities, gold and convertible loans payable, and lease payable are accounted for at amortized cost.

During the year ended August 31, 2021, the Company issued convertible debentures containing embedded derivatives that are not closely related to the host. The Company elected to measure the convertible debentures at FVTPL.

For financial liabilities designated at FVTPL, any impact on fair value due to changes in credit risk are presented in OCI. During the year, there was no impact on fair value due to changes in credit risk.

Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.

Impairment of non-financial assets

At the date of the statement of financial position, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is an indication that those assets may be impaired. If any, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of the asset (or cash-generating unit) is estimated to be less than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of comprehensive loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.

Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand, and short-term deposits with an original maturity of three months or less, which are readily convertible into a known amount of cash.

18

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are considered to be related if they are subject to common control or are controlled by parties that have significant influence over the entity. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount, being the amount agreed by the parties to the transaction.

Foreign currency transactions

Functional and presentation currency

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and each of its subsidiaries is the US dollar. The presentation currency of the Company is the US dollar.

Transactions and balances

Foreign currency transactions are recorded at the rate of exchange existing on the transaction date. Foreign currency monetary assets and liabilities are translated at the rate of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items measured at historical cost continued to be carried at the exchange rates at the dates of the transactions. Non-monetary items measured at fair value are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of is treated in line with the recognition of the gain or loss on the change in fair value of such an item.

Group companies

The results and financial position of all the consolidated entities are translated in to the presentation currency as follows:

· assets and liabilities for each statement of financial position presented are translated at the exchange rate on the date of the statement of financial position,

· income and expenses for each statement of comprehensive loss are translated at the average exchange rate in effect during the reporting period; and

· all resulting exchange differences are recognized in accumulated other comprehensive income.

19

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

3.  Summary of Significant Accounting Policies (continued)

Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make judgements and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its judgements and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgements and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. The most significant estimates relate to the appropriate depreciation rate for property, plant and equipment, the valuation of warrant liability, the recoverability of other receivables, the valuation of deferred income tax amounts, the impairment on mineral properties and deferred exploration and property, plant and equipment and the calculation of share-based payments. The most significant judgements relate to the recognition of deferred tax assets and liabilities and asset retirement obligations, the determination of the economic viability of a project or mineral property, the date of commencement of commercial production, and the determination of functional currencies.

Inventory

Stockpiled ore and consumables are measured at the lower of cost or net realizable value. Net realizable value is the estimated future sales price of a product the Company expects to realize when the product is processed and sold, less estimated costs to complete production and bring the product to sale. Where the time value of money is material, these future prices and costs to complete are discounted. Any provision for obsolescence is determined by reference to specific products. A regular review is undertaken to determine the extent of any provision for obsolescence.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

20

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

4. Change in Presentation Currency

Effective September 1, 2020, the Company changed its presentation currency to US dollars from Canadian dollars. The Company believes that the change in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information to peers. The change in presentation currency represents a voluntary change in accounting policy, which is accounted for retrospectively. The consolidated financial statements for all periods presented have been translated into the new presentation currency in accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates.

The consolidated statements of comprehensive loss and the consolidated statements of cash flows have been translated into the presentation currency using the average exchange rates prevailing during each reporting period. In the consolidated statements of financial position, all assets and liabilities have been translated using the period end exchange rates, and all resulting exchange differences have been recognized in accumulated deficit. Asset and liability amounts previously reported in Canadian dollars have been translated into US dollars as at September 1, 2019, and August 31, 2020, using the period end exchange rates of 1.3028 CAD/USD, 1.3307 CAD/USD, respectively, and shareholders’ equity balances have been translated using historical rates in effect on the date of the transactions.

The change in presentation currency resulted in the following impact on the September 2019 opening consolidated statement of financial position:

	As at September 1, 2019
	Reported at September 1, 2019 in CAD			Presentation currency change			Restated at September 1, 2019 in USD
Consolidated statement of financial position
Cash		3,389			(842	)		2,547
Other current assets		1,269			(315	)		954
Non-current assets		33,461			(8,317	)		25,144
Total assets		38,119			(9,474	)		28,645
Current liabilities		(14,531	)		3,608			(10,923	)
Long term debt		(5,224	)		1,299			(3,925	)
Total liabilities		(19,755	)		4,907			(14,848	)
Share capital		142,252			(34,034	)		108,218
Reserves		9,407			(2,266	)		7,141
Accumulated deficit and other comprehensive income		(133,877	)		31,891			(101,986	)
Non-controlling interests		582			(158	)		424
Total shareholders’ equity		18,364			(4,567	)		13,797

21

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

4. Change in Presentation Currency (continued)

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of financial position:

	As at August 31, 2020
		Reported at August 31, 2020 in CAD		Presentation currency change		Restated at August 31, 2020 in USD
Consolidated statement of financial position
Cash		5,294		(1,241	)	4,053
Other current assets		1,764		(413	)	1,351
Non-current assets		42,753		(10,018	)	32,735
Total assets		49,811		(11,672	)	38,139
Current liabilities		(13,831	)	3,241		(10,590	)
Long term debt		(3,500	)	820		(2,680	)
Total liabilities		(17,331	)	4,061		(13,270	)
Share capital		178,397		(43,297	)	135,100
Reserves		4,482		(1,006	)	3,476
Accumulated deficit and other comprehensive income		(150,037	)	36,584		(113,453	)
Non-controlling interests		(362	)	108		(254	)
Total shareholders’ equity		32,480		(7,611	)	24,869

The change in presentation currency resulted in the following impact on the August 31, 2019 consolidated statement of comprehensive loss:

	Reported at August 31, 2019 in CAD		Presentation currency change	Restated at August 31, 2019 in USD
General and administrative expense	(4,853	)	1,193	(3,660	)
Other income (expense)	(25,565	)	6,154	(19,411	)
Net loss and comprehensive loss	(30,418	)	7,347	(23,071	)
Earnings per share – basic and diluted	(0.22	)	0.05	(0.17	)

22

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

4. Change in Presentation Currency (continued)

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of comprehensive loss:

	Reported at August 31, 2020 in CAD		Presentation currency change	Restated at August 31, 2020 in USD
General and administrative expense	(10,327	)	2,648	(7,679	)
Other income (expense)	(5,895	)	1,429	(4,466	)
Net loss and comprehensive loss	(16,222	)	4,077	(12,145	)
Earnings per share – basic and diluted	(0.10	)	0.03	(0.07	)

The change in presentation currency resulted in the following impact on the August 31, 2019 consolidated statement of cash flows:

	Reported at August 31, 2019 in CAD		Presentation currency change		Restated at August 31, 2019 in USD
Cash used in operating activities	(4,818	)	892		(3,926	)
Cash used in investing activities	(3,052	)	865		(2,187	)
Cash provided by financing activities	10,833		(2,500	)	8,333
Net increase in cash	2,963		(743	)	2,220
Cash beginning of year	426		(99	)	327
Cash end of year	3,389		(842	)	2,547

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of cash flows:

	Reported at August 31, 2020 in CAD		Presentation currency change		Restated at August 31, 2020 in USD
Cash used in operating activities	(8,564	)	1,965		(6,599	)
Cash used in investing activities	(9,117	)	2,394		(6,723	)
Cash provided by financing activities	19,585		(4,757	)	14,828
Net increase in cash	1,904		(398	)	1,506
Cash beginning of year	3,389		(842	)	2,547
Cash end of year	5,293		(1,240	)	4,053

23

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars, except for share and per share amounts)

5.  Mineral Properties and Deferred Exploration

The Company explores or acquires gold or other precious metal concessions through its own efforts or through the efforts of its subsidiaries. All of the Company’s concessions are located in Tanzania.

The continuity of expenditures on mineral properties is as follows:

		Buckreef (a)			Kigosi (b)			Itetemia			Luhala			Total
Balance, August 31, 2018		21,617			9,588			4,553			2,554			38,311
Exploration expenditures:
Camp, field supplies and travel		146			-			-			-			146
License fees and exploration and field overhead		650			8			-			2			660
Geological consulting and field wages		56			-			-			-			56
Trenching and drilling		1,390			-			-			-			1,390
		2,242			8			-			2			2,252
Write-offs		-			(9,596	)		(4,553	)		(2,556	)		(16,705	)
Balance, August 31, 2019	$	23,859		$	-		$	-		$	-		$	23,859
Exploration expenditures:
Camp, field supplies and travel		368			-			-			-			368
License fees and exploration and field overhead		863			-			-			-			863
Geological consulting and field wages		729			-			-			-			729
Trenching and drilling		2,663			-			-			-			2,663
Mine design		597			-			-			-			597
Change in estimate of asset retirement obligation		2,048			-			-			-			2,048
Gold sales		(368	)		-			-			-			(368	)
Payments to STAMICO as per Joint Venture agreement		239			-			-			-			239
Balance, August 31, 2020	$	30,997		$	-		$	-		$	-		$	30,997
Exploration expenditures:
Camp, field supplies and travel		356			-			-			-			356
License fees and exploration and field overhead		2,809			-			-			-			2,809
Geological consulting and field wages		3,150			-			-			-			3,150
Trenching and drilling		605			-			-			-			605
Mine design		1,321			-			-			-			1,321
Mining and processing costs		987			-			-			-			987
Change in estimate of asset retirement obligation		(133	)		-			-			-			(133	)
Gold sales		(2,524	)		-			-			-			(2,524	)
Payments to STAMICO as per Joint Venture agreement		1,050			-			-			-			1,050
Balance, August 31, 2021	$	38,618		$	-		$	-		$	-		$	38,618

Buckreef Gold Project:

The joint venture agreement contains a penalty clause related to the original commissioning date for the plant. The clause only became effective in the event the plant was not brought into commercial production before a specified future date. During the year ended August 31, 2021, the Company settled the delay penalty of $0.75 million for the third extension year and agreed to pay the penalty in 6 monthly installments of $0.125 million with retrospective effect from January to June 2021. During 2021 the Company paid the final installments and STAMICO shall have no further claim related to delay penalties.

Kigosi, Itetemia and Luhala:

During 2019 the Company received notices of cancellation and rejection of the mining licenses applications for Kigosi and Itetemia, for failure to have complied with various regulations. As a result, the Company recorded a write-off of $14.1 million for the year ended August 31, 2019 related to these properties pending the result of the appeal. The Company also recorded a write-off of $2.6 million related to Luhala as it did not plan any further exploration on the property.

During the year ended August 31, 2021, the Company withdrew its appeals related to the cancellation of the Kigosi and Itetemia Mining Licenses.

24

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

6.  Property, Plant and Equipment

		Processing plant and related infrastructure		Machinery and equipment			Other			Total
Cost
As at September 1, 2019	$	2,211	$	1,060		$	93		$	3,364
Additions		446		183			68			697
Disposals		-		(23	)		-			(23	)
As at August 31, 2020	$	2,657	$	1,220		$	161		$	4,038
Additions		622		437			-			1,059
Disposals1		-		(703	)		(79	)		(782	)
As at August 31, 2021	$	3,279	$	954		$	82		$	4,315
Accumulated depreciation
As at September 1, 2019	$	1,057	$	957		$	66		$	2,080
Depreciation expense		155		58			7			220
As at August 31, 2020	$	1,212	$	1,015		$	73		$	2,300
Depreciation expense		128		144			14			286
Disposals1		-		(686	)		(67	)		(753	)
As at August 31, 2021	$	1,340	$	473		$	20		$	1,833
Net book value
As at August 31, 2020	$	1,445	$	205		$	88		$	1,738
As at August 31, 2021	$	1,939	$	481		$	62		$	2,482

¹ During the period the Company retired assets with a net book value of $29 for a loss on disposal of $27.

25

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

7.  Capital Stock

Share Capital

The Company’s Restated Articles of Incorporation authorize the Company to issue an unlimited number of common shares.

	Number of units	$	(000	’s)
Balance at September 1, 2019	150,391,558	$	108,218
Issued for cash, net of share issue costs	6,768,634		3,441
Shares issued for settlement of convertible and gold loans	29,267,417		11,382
Transfer of conversion component on conversion of convertible loans	-		4,286
Shares issued for interest on gold and convertible loans	1,463,855		584
Shares issued for services	5,623,000		3,228
Finders fees on convertible and gold bullion loans	1,025,762		477
Warrants exercised	5,434,896		3,484
Balance at August 31, 2020	199,975,122	$	135,100
Issued for cash, net of share issue costs	38,477,666		23,226
Warrants issued	-		(8,710	)
Issued for settlement of convertible debentures (Note 25)	12,150,447		7,015
Issued for settlement of debts related to convertible and gold loans (Note 25)	4,266,321		1,497
Options exercised	1,000		-
Transfer of reserve on exercise of options	-		1
Balance at August 31, 2021	254,870,556	$	158,129

Activity during the year ended August 31, 2021:

On February 11, 2021, the Company completed the sale of 32,923,078 common shares together with warrants to purchase 16,461,539 common shares for $21.4 million. The common shares and warrants were issued at $0.65 for each common share and a purchase warrant with the right of each whole warrant to purchase one common share at $0.80 for a period of five years from the issue date. The Company also issued 1,152,307 broker warrants with the same terms and incurred commission and other costs of $1.8 million out of which $0.7 million was allocated to the warrants issued in the unit and expensed in the statement of comprehensive loss. The warrants issued with the common shares are classified as a liability (Note 26). The broker warrants are considered an equity-settled share-based payment transaction and are measured at their fair value and classified as equity.

On December 23, 2020, the Company completed the sale of 5,554,588 common shares together with warrants to purchase 2,777,268 common shares for $3.0 million in the aggregate. The common shares and warrants were issued at $0.54 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $1.50 for a period of three years from the issue date. The warrants are classified as equity.

During the year ended August 31, 2021 $7.0 million of Tranche A Convertible Debentures (Note 25), representing the entire outstanding balance, were converted and retired resulting in the issuance of 12,150,447 common shares of the Company. The fair value of the convertible debentures at the dates of conversion was aggregate $7.0 million.

26

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

7. Capital Stock (continued)

Activity during the year ended August 31, 2020:

During the year ended August 31, 2020, the Company issued 6,768,634 common shares at an average price of $0.575 per common share, raising an aggregate net proceeds, net of share issue costs of $0.5 million, of $3.4 million.

During the year ended August 31, 2020, 4,017,857 warrants expiring on September 26, 2021 were exercised by way of cashless exercise into 5,434,896 common shares of the Company which resulted in the transfer of the associated value of $3.5 million from warrant liability to share capital.

During the year ended August 31, 2020, 1,463,855 shares were issued at an average price of $0.41 per share for total issued value of $0.6 million for payment of interest (see Notes 22 and 24 for details).

On April 15, 2020 the Company issued 5,623,000 common shares at a price of $0.57 per share with total value of $3.2 million for compensation to various officers, directors, consultants and employees.

Warrant issuances:

Activity during the year ended August 31, 2021:

During the year ended August 31, 2021, the Company issued 2,777,268 three-year warrants with an exercise price of $1.50 as well as 16,461,539 five-year warrants with an exercise price of $0.80 pursuant to the equity financings described above.

The 2,777,268 three-year warrants were ascribed a fair value of $0.4 million which was valued using the Black-Scholes pricing model with the following assumptions: dividend yield 0%; risk free interest 0.18%; volatility 69% and an expected life of 36 months. The warrants were recognized under reserve for warrants on the statement of financial position.

The 16,461,539 five-year warrants were ascribed a fair value of $7.8 million which was valued using the Black-Scholes pricing model with the following assumptions: dividend yield 0%; risk free interest 0.46%; volatility 62% and an expected life of 60 months. The warrants were recognized under warrant liability on the consolidated statement of financial position (Note 26).

The 1,152,307 five-year warrants issued to the brokers were ascribed a fair value of $0.5 million which was valued using the Black-Scholes pricing model with the following assumptions: dividend yield 0%; risk free interest 0.46%; volatility 62% and an expected life of 60 months. The warrants were recognized under warrant reserve on the statement of financial position.

Activity during the year ended August 31, 2020:

During the year ended August 31, 2020, the Company issued three-year warrants with an exercise price of $1.2125 to the debenture holders pursuant to the convertible debenture financing described in Note 25.

27

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

7. Capital Stock (continued)

Warrants and Compensation Options outstanding:

The continuity of outstanding warrants for the years ended August 31, 2021 and 2020 is as follows:

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2019		4,305,758			1.09
Warrants exercised		(4,017,857	)		1.10
Warrants issued		3,002,037			1.21
Balance – August 31, 2020		3,289,938			1.19
Warrants issued		20,391,114			0.89
Balance – August 31, 2021		23,681,052			0.94

At August 31, 2021, the following warrants and compensation warrants were outstanding:

	Number of  Warrants		Exercise price	Expiry date
Private placement financing agent warrants - September 1, 2016	73,616	$	0.8718	September 1, 2021
Private placement financing agent warrants - September 26, 2016	214,285	$	0.9515	September 26, 2021
Convertible debenture warrants - July 27, 2020	3,002,037	$	1.2125	July 27, 2023
Private placement financing warrants - December 23, 2020	2,777,268	$	1.50	December 23, 2023
Private placement financing warrants - February 11, 2021	16,461,539	$	0.80	February 11, 2026
Private placement financing broker warrants - February 11, 2021	1,152,307	$	0.80	February 11, 2026
Balance, August 31, 2021	23,681,052		-	-

The outstanding warrants have a weighted average exercise price of $0.94 and weighted average remaining contractual life of 3.8 years.

28

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

7. Capital Stock (continued)

Omnibus Equity Incentive Plan

Effective June 26, 2019, the Company adopted the Omnibus Equity Incentive Plan dated June 26, 2019 (the “Omnibus Plan”), which Omnibus Plan was approved by the shareholders at a meeting held on August 16, 2019.

The purposes of the Omnibus Plan are: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to take into account the long-term corporate performance of the Company.

The Omnibus Plan provides for the grant of options, restricted share units, deferred share units and performance share units (collectively, the “Omnibus Plan Awards”), all of which are described in detail in the Form 20-F Annual Report for the year ended August 31, 2021.

The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan.

Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation.

As at August 31, 2021, the Company had 12,513,055 (August 31, 2020 – 7,022,512) options available for issuance under the Omnibus Plan.

The continuity of outstanding stock options for the years ended August 31, 2021 and 2020 is as follows:

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2019 and 2020		7,352,000			CAD $0.41
Options exercised		(1,000	)		CAD $0.40
Balance – August 31, 2021		7,351,000			CAD $0.41

Options to purchase common shares carry exercise prices and terms to maturity as follows:

				Remaining
Exercise price (1)	Number of options		Expiry	contractual
Outstanding $	Outstanding	Exercisable	Date	life (years) (1)
CAD $0.40	3,719,000	3,719,000	September 29, 2026	5.1
CAD $0.43	3,532,000	3,532,000	October 11, 2026	5.1
CAD $0.35	100,000	100,000	January 2, 2028	6.3
CAD $0.41	7,351,000	7,351,000		5.1

^{(1) Total represents weighted average.}

29

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

8. Reserve for warrants

Year ended		August 31, 2021		August 31, 2020
Balance at beginning of year	$	728	$	728
Warrants issued (Note 7)		878		-
Balance at end of year	$	1,606	$	728

9. Reserve for share based payments

Year ended		August 31, 2021			August 31, 2020
Balance at beginning of year	$	2,748		$	6,413
Share based compensation – Stock options		-			8
Share based compensation – Common shares (Note 10)		2,933			-
Conversion component of convertible loans		-			613
Transfer of reserve on exercise of options		(1	)		-
Transfer of reserve on conversion of convertible loans (Note 7)		-			(4,286	)
Balance at end of year	$	5,680		$	2,748

10. Related party transactions

Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

The Company entered into the following transactions with related parties:

Year ended August 31,		2021		2020		2019
Consulting 1,2	$	46	$	178	$	153

^1. During the year ended August 31, 2021, consulting and website/data back-up services were provided by Giancarlo Volo, the Company’s former Director of Operations – Africa, and companies related to him (2021 - $21, 2020 - $18, 2019 - $23). Effective May 31, 2021, these related party services have been discontinued and a new arm’s length party has been engaged to provide these website and data back-up services prospectively.

^2. During the year ended August 31, 2021, consulting services were provided by a company controlled by Ulli Rath, a former Director of the Company (2021 - $25, 2020 - $160, 2019 - $130).

Remuneration of Directors and key management personnel of the Company was as follows:

Year ended August 31,		2021		2020		2019
Salaries and benefits1	$	1,695	$	643	$	519
Share based payments		2,933		2,503		-
Total	$	4,628	$	3,146	$	519

(1) Salaries and benefits include sign-on bonuses for certain key management personnel as well as director fees. The board of directors do not have employment or service contracts with the Company. Directors are entitled to director fees and RSU's for their services and officers are entitled to cash remuneration and share based compensation for their services.

As of August 31, 2021, included in trade and other payables is $0.5 million (August 31, 2020 - $1.1 million) due to related parties with no specific terms of repayment.

30

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

10. Related party transactions (continued)

As at August 31, 2021, the Company has a receivable of $nil (August 31, 2020 - $0.05 million) from an organization associated with the Company’s former President and CEO and other current directors.

During the year ended August 31, 2021, the Company granted common shares upon hiring key management personnel in the aggregate of:

a) 1.56 million common shares having a fair market value of $1.1 million on the respective start dates of the key Management (December 1, 2020 to May 18, 2021).

b) Common shares on the first, second and third anniversary dates of the greater of up to 2.02 million, 3.55 million and 2.82 million common shares; or common shares having a fair market value of to $1.4 million, $2.5 million and $2.0 million provided that 80% of such issuance shall be guaranteed and 20% shall be subject to certain financial milestones to be determined by the Board of Directors respectively.

The common shares had a value of $7.0 million at grant date that is amortized over the service period. $2.9 million was recognized during the year ended August 31, 2021 (August 31, 2020 - $nil) .

11. Management of Capital

The Company's objective when managing capital is to obtain adequate levels of funding to support its exploration and development activities, to obtain corporate and administrative functions necessary to support organizational functioning, to obtain sufficient funding to further the identification and development of precious metals deposits, and to develop and construct low cost heap leach gold production mines.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital to include its shareholders’ equity. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and may raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the year ended August 31, 2021. The Company is not subject to externally imposed capital requirements.

The Company considers its capital to be shareholders’ equity, which is comprised of share capital, reserves, and deficit, which as at August 31, 2021 totaled $47.9 million (August 31, 2020 - $25.1 million).

The Company raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily secured through equity capital raised by way of private placements, however, debt and other financing alternatives may be utilized as well. There can be no assurance that the Company will be able to continue raising equity capital in this manner.

The Company invests all capital that is surplus to its immediate operational needs in short term, liquid and highly rated financial instruments, such as cash, and short-term guarantee deposits, all held with major North American financial institutions and North American treasury deposits.

31

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

12. Financial Instruments

Fair Value of Financial Instruments

Cash, derivatives in gold bullion loans, convertible debentures, and derivative warrant liabilities are classified as fair value through profit and loss. Trade and other payables are classified as other financial liabilities, which are measured at amortized cost. Trade and Other Receivables are measured at amortized cost.

The carrying value of the Company’s cash, other receivables, trade and other payables approximate their fair value due to the relatively short-term nature of these instruments.

Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:

· Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

· Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly;

· Level 3 – Inputs for assets or liabilities that are not based on observable market data.

As of August 31, 2021 and August 31, 2020, cash is recorded at fair value under level 1 within the fair value hierarchy, convertible debentures (Note 25) are classified as Level 3 within the fair value hierarchy, and derivative warrant liabilities (Note 26) are classified as level 3.

The fair value of the convertible debentures at initial recognition and at period-end and at conversion has been calculated using a binomial lattice methodology. This methodology determined the total fair value of the instruments by maximizing the economic benefits to a market participant by comparing the conversion value and hold value over the term of the instruments.

32

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

12. Financial Instruments (continued)

The following table shows the valuation techniques used in measuring Level 3 fair values for derivative warrant liabilities and convertible debentures, as well as the significant unobservable inputs used.

Type	Valuation Technique	Key Inputs	Inter-relationship between significant inputs and fair value measurement
Derivative warrant liabilities	The fair value of the warrant liabilities at the year-end has been calculated using a Black-Scholes pricing model combined with a discounted cash flow methodology.	Key observable inputs ·      Share price (August 31, 2021: $0.41, August 31, 2020: $0.835) ·      Risk-free interest rate (August 31, 2021: 0.19% to 0.67%, August 31, 2020: 0.15%) ·      Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs ·      Expected volatility (August 31, 2021: 60% to 70%, August 31, 2020: 51%)	The estimated fair value would increase (decrease) if: ·      The share price was higher (lower) ·      The risk-free interest rate was higher (lower) ·      The dividend yield was lower (higher) ·      The expected volatility factor was higher (lower) ·      The credit spread was lower (higher)
Convertible debentures	The fair value of the convertible debt during the period was calculated using a binomial lattice methodology.	Key observable inputs* ·      Share price (August 31, 2021: $0.623 to $0.828, August 31, 2020: $ 0.835) ·      Risk-free interest rate (August 31, 2021: 0.10% to 0.16%, August 31, 2020: 0.13% to 0.15%) ·      Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs* ·      Discount for lack of marketability (DLOM) (August 31, 2021: 5%-15%, August 31, 2020: 20%-21%)	The estimated fair value would increase (decrease) if: ·      The share price was higher (lower) ·      The risk-free interest rate was higher (lower) ·      The dividend yield was lower (higher) ·      The discount for lack of marketability was lower (higher)

*The range provided for the year ended August 31, 2021 refers to the range used for each assumption for the fair value at the date of the conversions during the period as the balance is $nil at year end.

Sensitivity Analysis

For the fair values of derivative warrant liabilities, reasonably possible changes to expected volatility, the significant unobservable input, holding other inputs constant would have the following effects:

Derivative Warrant Liabilities	August 31, 2021
Comprehensive Loss		Increase			Decrease
Expected volatility (20% movement vs. the model input)	$	(716	)	$	720

33

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

12. Financial Instruments (continued)

A summary of the Company's risk exposures as they relate to financial instruments are reflected below:

Credit Risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on the cash balances at the bank and accounts and other receivables and the carrying value of those accounts represent the Company’s maximum exposure to credit risk. The amounts receivable consists primarily of amounts due from government taxation authorities. The Company has not recorded an impairment or allowance for credit risk as at August 31, 2021, or August 31, 2020.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company’s bank accounts earn interest income at variable rates. The Company’s future interest income is exposed to changes in short-term rates. As at August 31, 2021, a 1% increase/decrease in interest rates would decrease/increase net loss for the period by approximately $0.1 million (2020 - $0.04 million).

Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at August 31, 2021, the Company had cash of $13.4 million (August 31, 2020 - $4.1 million), current assets of $15.4 million (August 31, 2020 - $5.4 million) and current liabilities of $7.4 million (August 31, 2020 - $10.6 million). Current working capital of the Company is $8.0 million (August 31, 2020 - $5.2 million deficiency). Within working capital, current liabilities include $2.1 million in derivative liabilities. The Company has identified that further funding may be required for working capital purposes, and to finance the Company’s in-fill drilling, exploration program and development of mining assets.

Foreign Currency Risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company has offices in Canada, USA, and Tanzania, but holds cash mainly in Canadian and United States currencies. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar and Tanzanian shillings could have an effect on the Company’s results of operations, financial position, or cash flows. At August 31, 2021, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions of the Company are denominated in US and Tanzanian Shilling currencies, movements in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.

34

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

13. Amounts receivable

The Company’s amounts receivable arise from two main sources: receivables due from related parties, harmonized services tax (“HST”) and value added tax (“VAT”) receivable from government taxation authorities. These are broken down as follows:

		August 31, 2021		August 31, 2020		September 1, 2019
Receivable from related parties	$	-	$	48	$	59
HST and VAT receivable		432		499		411
Other		28		-		-
Amounts Receivable	$	460	$	547	$	470

Below is an aged analysis of the Company’s amounts receivable:

		August 31, 2021		August 31, 2020		September 1, 2019
Less than 1 month	$	23	$	97	$	66
1 to 3 months		43		77		83
Over 3 months		394		373		321
Total Amounts Receivable	$	460	$	547	$	470

At August 31, 2021, the Company anticipates full recovery of these amounts and therefore no impairment has been recorded against these receivables. The credit risk on the receivables has been further discussed in Note 12.

The Company holds no collateral for any receivable amounts outstanding as at August 31, 2021.

14. Prepaid and other assets

		August 31, 2021		August 31, 2020		September 1, 2019
Insurance	$	54	$	20	$	11
Listing fees		32		31		30
Drilling		200		-		-
Legal retainers and other		46		27		50
Total Prepaid Expenses	$	332	$	78	$	91

15. Trade, other payables and accrued liabilities

Trade and other payables of the Company are principally comprised of amounts outstanding for trade purchases relating to exploration activities and payroll liabilities. The usual credit period taken for trade purchases is between 30 to 90 days.

The following is an aged analysis of the trade, other payables and accrued liabilities:

		August 31, 2021		August 31, 2020		September 1, 2019
Less than 1 month	$	2,161	$	2,353	$	638
1 to 3 months		119		518		307
Over 3 months		2,983		2,079		3,792
Total Trade, Other Payables and Accrued Liabilities	$	5,263	$	4,950	$	4,737

35

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

16. Inventory

Inventory consists of stockpiled ore, work in progress and supplies consumed during the course of exploration development and operations. Cost represents the delivered price of the item. The following is a breakdown of items in inventory:

		August 31, 2021		August 31, 2020		September 1, 2019
Stockpiled ore	$	712	$	606	$	389
Work in progress		350		106		-
Supplies		117		14		4
Total Inventory	$	1,179	$	726	$	393

17. Cash

As at August 31, 2021, cash totalled $13.4 million (August 31, 2020 - $4.1 million, September 1, 2019 - $2.5 million), consisting of cash on deposit with banks in general minimum interest-bearing accounts.

18. Segmented information

Operating Segments

At August 31, 2021 the Company’s operations comprise of a single reporting operating segment engaged in mineral exploration and development in Tanzania. The Company’s corporate division only earns interest revenue that is considered incidental to the activities of the Company and therefore does not meet the definition of an operating segment as defined in IFRS 8 ‘Operating Segments’. As the operations comprise a single reporting segment, amounts disclosed in the consolidated financial statements also represent operating segment amounts.

An operating segment is defined as a component of the Company:

· that engages in business activities from which it may earn revenues and incur expenses;

· whose operating results are reviewed regularly by the entity’s chief operating decision maker; and

· for which discrete financial information is available.

Geographic Segments

The Company is in the business of mineral exploration and production in the country of Tanzania. Information concerning the Company’s geographic locations is as follows:

		As at August 31, 2021		As at August 31, 2020
Identifiable assets
Canada	$	12,382	$	3,986
Tanzania		44,136		34,153
	$	56,518	$	38,139
Non-current assets
Canada	$	28	$	49
Tanzania		41,072		32,686
	$	41,100	$	32,735

36

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

19. Commitments and Contingencies

Commitments:

In order to maintain existing site mining and exploration licenses, the Company is required to pay annual license fees. As at August 31, 2021 these licenses remained in good standing and the Company is up to date on license payments.

Contingencies:

The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, the commitment table does not include any provisions for the settlement of outstanding litigation and potential claims.

20. Asset Retirement Obligation

The Company's asset retirement obligation relates to the cost of removing and restoring the Buckreef Gold Project in Tanzania. Significant reclamation and closure activities include land rehabilitation, demolition of buildings and mine facilities, ongoing care and maintenance and other costs. This estimate depends on the development of an environmentally acceptable mine closure plan.

A reconciliation for asset retirement obligations is as follows:  

		August 31, 2021			August 31, 2020
Balance, beginning of year	$	2,680		$	554
(Decrease) Increase in estimate for asset retirement obligation		(133	)		2,120
Accretion expense		134			6
Balance, end of year	$	2,681		$	2,680

The mine closure provision liability is based upon the following estimates and assumptions:

a) Total undiscounted amount of future retirement costs was estimated to be $3.4 million.

b) Risk-free rate at 5%.

c) Expected timing of cash outflows required to settle the obligation is for the full amount to be paid in 18 years.

d) Inflation over the period is estimated to be 3.6% per annum.

37

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

21. Non-Controlling Interest

The changes to the non-controlling interest for the years ended August 31, 2021 and 2020 are as follows:

Year ended		August 31, 2021			August 31, 2020
Balance at beginning of year	$	(254	)	$	424
Non-controlling interest’s 45% share of Buckreef Gold’s comprehensive loss		(1,279	)		(678	)
Balance at end of year	$	(1,533	)	$	(254	)

The following is summarized financial information for Buckreef Gold:

		August 31, 2021			August 31, 2020
Current assets	$	2,920		$	1,038
Long term assets		33,535			23,229
Current liabilities		(2,908	)		4
Asset retirement obligation		(2,681	)		(2,680	)
Advances from parent		(33,728	)		(23,754	)
Comprehensive loss for the year	$	(2,841	)	$	(1,558	)

22. Gold Bullion Loans

Activity during the year ended August 31, 2020:

During the year ended August 31, 2020, the Company closed $0.2 million in gold loans.

Under the terms of the loan agreements, the bullion loans are for a period of one year, are subject to renewal, and carry an 8% interest rate payable quarterly. At the sole discretion of the Lender, the bullion loans may be repaid in cash or common shares of the Company or gold in specified form at the option of the lender. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of $0.3417 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of $0.3417 per share. There is no prepayment penalty.

The Company recorded the equity portion of the conversion component in equity which amounted to $0.02 million.

During the year ended August 31, 2020 the Company settled $3.9 million of principal amount of outstanding loans through the issuance of 14,840,305 shares.

38

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

22. Gold Bullion Loans (continued)

Outstanding balance:

The balance of the gold bullion loans is as follows:

Balance at August 31, 2019	$	3,757
Loans received		223
Less: repayment of loans converted to shares		(3,952	)
Less: conversion component of loans and finder’s fees		(24	)
Interest accrued		228
Issuance of shares for interest payment		(267	)
Interest accretion		35
Balance at August 31, 2020 and 2021	$	-

Interest expense related to the gold bullion loan amounted to $nil (2020 - $0.7 million, 2019 - $0.3 million), for the year ended August 31, 2021 and is recorded as a finance charge in the statements of comprehensive loss. Accretion expense during the year ended August 31, 2021 totaled $nil (2020 - $0.03 million, 2019 - $0.2 million).

Derivatives in the gold bullion loans:

If lenders elect repayment in gold, the Company may have to purchase approximately nil (August 31, 2019 - 2,923) ounces of gold in the market in order to repay the loans. At August 31, 2021, the value of nil (August 31, 2020 – nil, August 31, 2019 - 2,923) ounces of gold was approximately $nil (August 31, 2020 - $nil, August 31, 2019 - $5.9 million).

The Company estimated the fair value of the derivatives embedded in the gold bullion loans to be $nil as at August 31, 2021 and 2020 (August 31, 2019 - $1.0 million), and recognized a loss of $0.6 million in the statement of loss and comprehensive loss for the year ended August 31, 2020 (2019 - $1.0 million loss).

23. Finance costs

Finance costs comprises of the following:

Year ended August 31,		2021		2020		2019
Interest on Gold Bullion Loans	$	-	$	693	$	284
Interest on Convertible Loans		-		1,285		173
	$	-	$	1,978	$	457

39

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

24. Convertible loans

Activity during the year ended August 31, 2020:

During the year ended August 31, 2020, the Company received loans in the amount of $5.1 million with a one year term with a right to extend by 1 additional year by mutual consent, carrying an 8% interest rate payable quarterly. The convertible loans may be repaid in cash or common shares of the Company at the option of the lender. The convertible loan may be converted into common shares of the Company at the sole discretion of the lender at an exercise price of $0.3417 - $0.598 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of $0.3417 - $0.598 per share.

The Company recorded the equity portion of the conversion component in equity which amounted to $0.8 million.

In connection with the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 1,025,762 common shares with a value of $0.5 million.

During the year ended August 31, 2020, the Company settled $5.1 million of principal amount of outstanding loans through the issuance of 14,427,112 shares. The Company also repaid $0.2 million in cash.

The balance of the convertible loans is as follows:

Balance at August 31, 2019	$	1,452
Proceeds from convertible loans		5,164
Conversion of convertible loan to shares		(5,863	)
Repayment in cash		(200	)
Less: Conversion component of convertible loans		(589	)
Less: Finder’s fee		(477	)
Interest accrued		296
Issuance of shares for interest payment		(296	)
Interest accretion		513
Balance at August 31, 2020 and 2021	$	-

Interest accretion expense related to these loans during the year ended August 31, 2021 totaled $nil (2020 - $0.3 million, 2019 - $0.5 million).

40

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

25. Convertible debentures

During the year ended August 31, 2020, the Company entered into a securities purchase agreement (the “Agreement”) with two institutional accredited investors (the “Debenture Holders”) to issue up to $14.0 million in convertible debentures consisting of $7.0 million in Tranche A Convertible Debentures (“Tranche A”) and up to $7.0 million in Tranche B Convertible Debentures (“Tranche B”, together with the Tranche A, the “Convertible Debentures”).

Repayment of the Convertible Debentures was guaranteed by the Company’s subsidiary, Tanzania American International Development Corporation 2000 Limited pursuant to a global guarantee agreement. 

Tranche A

Each of the Tranche A Debentures bears no interest and has a maturity date of eighteen months, provided that in case of an event of default, the Tranche A Debentures may become immediately due and payable.

During the year ended August 31, 2020, the Company closed on the first and second issuances under Tranche A for a total of $6.0 million. The conversion price is calculated at the lower of i) a fixed conversion price (first issuance - $1.2125, second issuance - $1.2029); or ii) 93% of the average of the two lowest daily VWAPs during the 10 consecutive trading days immediately before the conversion date, all of which is subject to a floor of $0.20.

During the year ended August 31, 2021, the Company closed on the third issuance of convertible debentures under Tranche A for a total of $1.0 million. The conversion price is the same as the first two issuances, with the exception of the fixed conversion price, which is $1.1554. With this issuance, Tranche A was fully accessed.

Implementation fees of 3.95% are to be paid at the closing of each issuance. In connection with the issuance during the year ended August 31, 2021, transactions costs amounting to $0.1 million were paid and expensed.

Initial recognition of the issuances that have closed up to August 31, 2021 are as follows:

Issued	Tranche	Principal		Maturity Date	Interest Rate			Fair Value
July 27, 2020	Tranche A		4,000	January 27, 2022	0	%	$	3,432
August 20, 2020	Tranche A		2,000	February 20,2022	0	%		1,716
September 1, 2020	Tranche A		1,000	March 1, 2022	0	%		914
Total		$	7,000				$	6,062

The difference of $0.9 million between the principal and the fair value of the first two issuances is attributable to the fair value of the Warrant Shares that were issued as part of the overall arrangement (Note 26).

The day one gain of $0.1 million under the third issuance has been recognized in the consolidated statement of loss.

41

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

25. Convertible debentures (continued)

During the year ended August 31, 2021 $7.0 million of Tranche A Convertible Debentures, representing the entire outstanding balance, were converted and retired resulting in the issuance of 12,150,447 common shares of the Company. The Tranche B Convertible Debentures were cancelled.

The balance of the convertible debentures (level 3) is as follows:

		August 31, 2021
Balance at August 31, 2020	$	5,089
Fair value of third issuance Day one gain on third issuance		914 111
Change in fair value		901
Converted during the year		(7,015	)
Balance at August 31, 2021	$	-

There was no change in fair value due to changes in own credit risk during the period.

Significant assumptions used in determining the fair value of the convertible debentures are as follows:

	August 31, 2021*				August 31, 2020
Share price	$	0.62	to	0.83	$		0.84
Risk-free interest rate		0.10%	-	0.15%		0.13%	-	0.14%
Discount for lack of marketability		6%	-	15%			21%
Remaining term (in years)		0.81	-	1.37		1.41	-	1.97

* The range provided for the year ended August 31, 2021 refers to the range used for each assumption for the fair value at the date of the conversions during the year as the balance is $nil at year end.

The fair value is a level 3 fair value estimate given the discount for lack of marketability assumption is not an observable input.

42

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

26. Derivative warrant liabilities

Private Placement Warrants:

During the year ended August 31, 2021, the Company issued warrants for the Company’s common shares pursuant to a financing in December 2020 and February 2021 (Note 7).

No warrants were exercised during the period.

The balance of the derivative warrant liabilities (level 3) is as follows:

		August 31, 2021
Balance at August 31, 2020	$	551
Warrants issued February 11, 2021 (Note 7)		7,830
Fair value adjustment		(6,232	)
Balance at August 31, 2021	$	2,149

Derivative warrant liabilities of $2.1 million will only be settled by issuing equity of the Company.

Significant assumptions used in determining the fair value of the derivative warrant liabilities are as follows:

	August 31, 2021				August 31, 2020
Share price	$		0.41		$	0.84
Risk-free interest rate		0.19%	-	0.67%		0.15	%
Dividend yield			0%			0	%
Expected volatility		60%	-	70%		51	%
Remaining term (in years)		1.9	–	4.4		2.90

The fair value is classified as level 3 as expected volatility is determined using historical volatility and is therefore not an observable input.

27. General and Administrative expense

Year ended August 31,		2021		2020		2019
Depreciation (Note 6)	$	286	$	220	$	266
Consulting		614		564		422
Directors’ fees		225		181		84
Office and general		394		200		140
Shareholder information		545		511		286
Professional fees		1,089		1,297		1,258
Salaries and benefits		1,308		939		559
Management remuneration		1,470		466		435
Share based payments		2,933		3,228		178
Travel and accommodation		163		73		32
Total General and Administrative	$	9,027	$	7,679	$	3,660

43

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

28. Financial Instrument Related Costs and Other

Year ended August 31,		2021			2020			2019
Loss on derivative in gold bullion loans	$	-		$	(595	)	$	(977	)
Gain on derivative warrant liabilities (Note 26)		6,232			291			-
Change in fair v alue of convertible debentures (Note 25)		(901	)		50			-
Accretion on asset retirement obligation (Note 20)		(134	)		(6	)		(8	)
Finance costs (Note 23)		-			(1,978	)		(457	)
Transaction costs on convertible debenture (Note 25)		(31	)		(855	)		-
Loss on disposal of assets		(27	)		-			-
Settlement of lawsuit		-			-			(116	)
Transaction costs on derivative warrant liabilities (Note 7)		(665	)		-			-
Interest accretion		-			(584	)		(746	)
(Interest) forgiveness of interest on leases		35			(7	)		(8	)
Withholding tax costs		(11	)		3			(37	)
Total Financial Instrument Related Costs and Other	$	4,498		$	(3,681	)	$	(2,349	)

29. Non-cash items

Year ended August 31,		2021			2020			2019
Depreciation	$	286		$	220		$	266
Write-off of mineral properties and deferred exploration costs		-			-			16,705
Loss on derivative in gold bullion loans		-			595			823
Gain on derivative warrant liabilities		(6,232	)		(291	)		-
Change in fair value of convertible debentures		901			(50	)		-
Share based payments		2,933			3,228			178
Accretion on asset retirement obligation		134			6			9
Interest accretion		-			584			746
Foreign exchange		50			(180	)		11
Forgiveness of interest		(35	)		-			-
Shares issued for interest on loans		-			584			499
Total Non-cash items	$	(1,963	)	$	4,696		$	19,237

44

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

30. Taxes

The Company’s provision for income taxes differs from the amount computed by applying the combined federal and provincial income tax rates to income (loss) before income taxes as a result of the following:

		2021			2020			2019
Combined basic Canadian federal and provincial statutory income tax rates including surtaxes		26.50	%		26.50	%		26.50	%
Statutory income tax rates applied to accounting income	$	(1,400	)	$	(3,218	)	$	(6,114	)
Increase (decrease) in provision for income taxes:
Foreign tax rates different from statutory rate		-			(60	)		(619	)
Permanent differences and other items		(762	)		541			(817	)
Benefit of tax losses not recognized		2,162			2,737			7,550
Provision for income taxes	$	-		$	-		$	-

The enacted tax rates in Canada of 26.50% (26.50% - 2020, 26.50% - 2019) and Tanzania of 30% (2020 - 30%, 2019 - 30%) where the Company operates are applied in the tax provision calculation.

The following table reflects the Company’s deferred income tax assets (liabilities):

The tax effects of significant temporary differences which would comprise deferred income tax assets and liabilities at August 31, 2021 and 2020 are as follows:

Deferred Income Tax Liabilities		Mineral properties			Debt issuance cost		Total
At August 31, 2019	$	(8,014	)	$	(217	)	$	(8,231	)
Charged to the consolidated statement of comprehensive loss		(1,935	)		(133	)		(2,068	)
At August 31, 2020	$	(9,949	)	$	(350	)	$	(10,299	)
Charged to the consolidated statement of comprehensive loss		(2,474	)		350			(2,124	)
At August 31, 2021	$	(12,423	)	$	-		$	(12,423	)

Deferred Income Tax Assets		Non-capital losses		Non-capital losses			Total
At August 31, 2019	$	8,014	$	217		$	8,231
Charged to the consolidated statement of comprehensive loss		1,935		133			2,068
At August 31, 2020	$	9,949	$	350		$	10,299
Charged to the consolidated statement of comprehensive loss		2,474		(350	)		2,124
At August 31, 2021	$	12,423	$	-		$	12,423
Net deferred tax assets (liabilities)	$	-	$	-		$	-

45

Tanzanian Gold Corporation

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2021, 2020 and 2019

(Expressed in Thousands of US dollars)

30. Taxes (continued)

The following temporary differences have not been recognized in the Company’s consolidated financial statements:

		August 31, 2021		August 31, 2020
Non-capital losses	$	87,242	$	70,583
Property, plant and equipment		110		184
Capital losses		1		1
Financing costs		2,217		-
	$	89,570	$	70,768

At August 31, 2021, the Company has Tanzanian non-capital losses of $56,146 (2020 - $44,797), that have not been recognized and may be carried forward and applied against Tanzania taxable income of future years. The non-capital loss may be carried forward without limitation.

At August 31, 2021, the Company has non-capital losses of $31,096 (2020 - $30,368), that have not been recognized and may be carried forward and applied against Canadian taxable income of future years. The non-capital losses have expiry dates as follows:

2026	$	1,356
2027		1,100
2028		1,198
2029		1,559
2030		1,131
2031		1,885
2032		1,978
2033		1,864
2034		1,740
2035		1,572
2036		1,625
2037		2,272
2038		2,960
2039		2,309
2040		5,819
2041		728
Non Capital Losses	$	31,096

At August 31, 2021, $nil (2020 - $nil) was recognized as a deferred tax liability for taxes that would be payable as the Company’s subsidiaries have a deficit.

46

EX-15.2

Exhibit 15.2

TANZANIAN GOLD CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three-month period and year ended August 31^st, 2021

1

    Management’s Discussion and Analysis August 31, 2021

The following Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations for Tanzanian Gold Corporation (“TanGold” or the “Company”) should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2021 included in the Company's Annual Report on Form 20-F for the year ended August 31, 2021. The financial statements and related notes of TanGold have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Additional information, including our press releases, has been filed electronically on SEDAR and is available online under the Company’s profile at www.sedar.com and on our website at www.tangoldcorp.com.

This MD&A reports our activities through November 29, 2021 unless otherwise indicated. References to the 4th quarter of 2021 or Q4 2021, and the 4th quarter of 2020 or Q4 2020 mean the three months ended August 31, 2021 and 2020, respectively. Unless otherwise noted, all references to currency in this MD&A refer to US dollars.

Mr. Andrew Mark Cheatle, P.Geo., MBA, ARSM, is the Company’s in-house Qualified Person under National Instrument 43-101 “Standards of Disclosure for Mineral Projects” (“NI 43-101”) and has reviewed and approved the scientific and technical information in this MD&A. Mr. Cheatle is an Officer, Chief Operating Officer and Director of TanGold and a Director of the Company’s subsidiaries, including the Buckreef Gold Company Limited (“Buckreef Gold”) and Tanzanian American International Development 2000 Limited (“Tanzam2000”). Therefore, he is not considered to be independent under NI 43-101. Mr. Cheatle has over 30 years of relevant industry experience, a Master of Business Administration (MBA) from Capella University, USA (2005), and an Honours Degree in Geology from the Royal School of Mines, Imperial College, London, UK (1985). He is a registered professional geoscientist with Professional Geoscientists of Ontario, Canada (Reg. No. 0166).

Disclosure and Cautionary Statement Regarding Forward Looking Information

This MD&A contains certain forward-looking statements and forward-looking information. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Although TanGold believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. The actual achievements of TanGold or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors. These risks, uncertainties and factors include general business, legal, economic, competitive, political, regulatory and social uncertainties; actual results of exploration activities and economic evaluations; fluctuations in currency exchange rates; changes in costs; future prices of gold and other minerals; mining method, production profile and mine plan; delays in exploration, development and construction activities; changes in government legislation and regulation; the ability to obtain financing on acceptable terms and in a timely manner or at all; contests over title to properties; employee relations and shortages of skilled personnel and contractors; the speculative nature of, and the risks involved in, the exploration, development and mining business.

Certain information presented in this MD&A may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on numerous assumptions, and involve known and unknown risks, uncertainties, and other factors, including risks inherent in mineral exploration and development, which may cause the actual results, performance, or achievements of the Company to be materially different from any projected future results, performance, or achievements expressed or implied by such forward-looking statements. Investors are referred to our description of the risk factors affecting the Company, as contained in our SEC filings, including our Annual Report on Form 20-F and Report of Foreign Private Issuer on Form 6-K, as amended, for more information concerning these risks, uncertainties, and other factors.

2

    Management’s Discussion and Analysis August 31, 2021

Tanzanian Gold Corporation

TanGold along with its joint venture partner, STAMICO is building a significant gold project at Buckreef in Tanzania that is based on an expanded Mineral Resource. Measured Mineral Resource is 19.98MT at 1.99g/t gold containing 1,281,161 ounces of gold and Indicated Mineral Resource is 15.89MT at 1.48g/t gold containing 755,119 ounces of gold for a combined tonnage of 35.88MT at 1.77g/t gold containing 2,036,280 ounces of gold. The Buckreef Gold Project also contains an Inferred Mineral Resource of 17.8MT at 1.11g/t gold for contained gold of 635,540 ounces 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, for more information.

Tanzanian Gold Corporation is advancing on three value-creation tracks:

1. Strengthening its balance sheet by expanding near-term production to 15,000 - 20,000 oz. of gold per year from the expanded 1,000+ tpd plant.

2. Advancing Sulphide Development that is substantially larger than previously modelled and targeting significant annual gold production.

3. Continuing with a drilling program to further test the potential of its property, exploration targets and Mineral Resource base by: (i) infill drilling to upgrade Mineral Resources currently in the Inferred category in Buckreef Main; (ii) step-out drilling in the northeast extension of Buckreef Main; (iii) infill drilling program of Buckreef West; (iv) develop exploration program for the newly discovered Anfield Zone; (v) upgrade historical resources at Bingwa and Tembo; (vi) identification of new prospects at Buckreef Gold Project and in the region.

Fiscal 2022 Outlook

· The 360 tonne per day (“tpd”) processing plant is expected to increase production to 750-800 ounces of gold per month¹ at a total average Cash Cost² of US$725-825/oz once steady state processing has been achieved.

· Operating cash flow from the larger 360 tpd processing plant is anticipated to mitigate the negative operating cash flow at Buckreef Gold from the testing period of the 120 tpd test processing plant. Anticipated cash flow generated from the larger plant will be reinvested in Buckreef Gold with a focus on the following value enhancing activities: (i) exploration and drilling; (ii) additional capital programs focused on growth and efficiencies; and (iii) enhanced CSR/ESG programs.

· Buckreef Gold will advance and construct a 1,000+ tpd operation while simultaneously operating the 360 tpd operation. Project capital expenditures for an expanded 1,000+ tpd processing plant are estimated to be approximately US$4.0 million with a targeted completion in calendar Q2/Q3 2022. Buckreef Gold has procured two additional 360 tpd ball mills (from the same manufacturer). The two additional ball mills have been shipped. The 1,000+ tpd operation is expected to be capable of production 15,000 – 20,000 ounces of gold per year based on the initial mine plan and grade profile.

· The anticipated increase in cash flow from the 1,000+ processing plant will fund value enhancing activities at Buckreef Gold, which are similar to those mentioned above for the 360 tpd processing plant, including but not limited to: (i) further expansion of the exploration program in the Buckreef Main Zone, Buckreef West and the newly discovered Anfield Zone, which if successful, may expand mineral reserves and mineral resources; and (ii) additional capital expansion programs to increase the Company’s production profile; and (iii) further investments in CSR/ESG initiatives.

3

    Management’s Discussion and Analysis August 31, 2021

· The Company has retained STAMICO for diamond drilling services for a 10,000 meter program, which will cover:

ü PQ/HQ size holes for testing metallurgical variability in the top 150 meters of the sulphide deposit;

ü Infill drilling on the inferred mineral resource, which if successful will upgrade that resource to the measured or indicated mineral resource category, and;

ü Exploration of the Main Zone deposit to the north-east / south-west, and to commence drilling on the recently discovered Anfield Zone.

· Metallurgical testing for sulphide project development moved to variability testing of the first 5-7 years of production and will continue into 2022, including tailing characteristics for dry stack tailings. Geotechnical and groundwater work will continue on identified areas (i.e. plant, tailings, waste rock storage facility). To date, the metallurgical program of 18 holes (2,337 meters) has been completed and the holes are being logged in preparation for shipment for metallurgical testing. The drill program has now switched to the exploration phase.

· The land compensation process is expected to be completed by the end of calendar 2021 and has been fully accrued in the Company’s financial statements. As of November 29, 2021, approximately 95% of project affect persons have been paid representing 91% of the overall dollar amount.

· Geological work has commenced in evaluating the full extent of exploration potential at the Buckreef Project. Analysis of Inferred Mineral Resources, exploration targets, advanced exploration, and grassroots exploration through to conceptual targets have been evaluated. The Company will provide updates on its exploration targets and strategy which will be finalized and provided in Q1-2022, including the Anfield Zone.

· The Company will continue a review of its broader exploration portfolio and strategy to meet core strategic objectives, including consideration of acquiring new licenses and/or partnerships. The Buckreef Project licenses cover highly prospective ground with many geochemical and soil anomalies. The Company is located in highly favorable Archean geological terrane in the prospective and producing Lake Victoria Greenstone Belt, where numerous anomalous gold bearing shear zones have been identified.

4

    Management’s Discussion and Analysis August 31, 2021

Accomplishments During the Fiscal Year Ended August 31, 2021

Operations

· Buckreef Gold reported zero lost time injuries, zero medical aid incidents and had no COVID-19 related cases in 2021. There were also no reportable environmental or community related incidents in 2021.

· During October 2021, the Company completed construction of a 360 tpd processing plant expansion. Buckreef Gold also continued to operate the 120 tpd processing plant subsequent to concluding the test period, which achieved a 90% gold recovery rate as reported in September 2021. The existing 120 tpd processing plant has been integrated into the new processing plant circuit as a ‘regrind mill’ (See Figure 4). The new processing plant construction was completed in line with the scheduled completion date of late September/October 2021 at a capital cost of US$1.6 million, also within guidance. The run-of-mine mill feed commenced on November 6th, 2021 and continues to ramp up throughput. The 360 tpd throughput is expected to increase production to 750-800 ounces of gold per month¹ at a total average Cash Cost² of US$725-825/oz once steady state processing has been achieved. The 360 tpd processing plant was completed by the Buckreef Gold and TanGold teams in conjunction with key consultants/contractors, including: (i) Ausenco; (ii) Solo Resources; and (iii) CSI Energy Group. Anticipated operating cash flow from the new processing plant is expected to mitigate the negative cash flow from the testing period of the 120 tpd test processing plant.

· Buckreef Gold will continue with plans and construction to advance a 1,000+ tpd operation while simultaneously operating the 360 tpd operation. It was determined that the most cost effective and timely approach to building a 1,000+ tpd processing plant was to self-construct this operation, in effect, as an expansion to the 360 tpd processing plant. Project capital expenditures for an expanded 1,000+ tpd processing plant is estimated to be approximately US$4.0 million, which includes an upgraded elution circuit and other capital equipment to accommodate the increased throughput. Ausenco has been retained as TanGold’s owner engineer and the process circuit will be primarily locally sourced and constructed by the same local teams in a manner similar to the 360 tpd processing plant expansion. The targeted completion of the 1,000+ tpd operation is calendar Q2/Q3 2022 and is expected to produce 15,000 – 20,000 ounces of gold per year based on the initial mine plan and grade profile.

· The operation of the 120 tonne per day test plant continued in the fourth quarter 2021, operating 7 days a week with two 12-hour shifts. Through the testing phase, objectives related to oxide mill feed grind, processing of clays, retention times and optimized recovery rates have been achieved. Consequently, the testing phase concluded in September 2021. The 120 tpd test plant produced 396 ounces of pure gold in the fourth quarter and 1,836 ounces of pure gold on a year-to-date basis.

· During the year ended August 31, 2021, the Company attained recovery rates of 90% on a consistent basis at the 120 tpd oxide test plant. During the test phase, the Company established that a grind size of 80% passing 75 microns and a retention time of approximately 30 hours led to consistent gold recovery of greater than 90%.

· Through its testing program in 2021, Buckreef Gold has been able to substantiate the grade control block model, confirm forecasted operating cost inputs such as mining and processing costs for 360 tpd and 1,000+ tpd oxide mining operations, and develop a comprehensive understanding of oxide mill feed grind, processing of clays, retention times and how to optimize recovery rates. This knowledge has been applied to the design of the 360 tpd and 1,000+ tpd mine operations, substantially de-risking these operations.

5

    Management’s Discussion and Analysis August 31, 2021

· During the year the Company hired a Tanzanian mining contractor (FEMA) on a two-year contract to mine ore, waste and a tailings storage facility at Buckreef. During October and November 2021, the Company, through FEMA, successfully and safely completed two blasts in high grade areas where transitional ore reached near surface enabling access to high grade ore blocks.

· During the year, TanGold through Buckreef Gold hired a surveying consultant (Property Matrix Company Limited) to commence the land compensation process required under Tanzanian mining law. The land compensation survey has been completed, and to date, the land compensation process is approximately 90% complete. Land Compensation has been fully accrued and is anticipated to be finalized by the end of calendar 2021.

· As previously disclosed, TanGold and STAMICO agreed in principle to amendments to the Buckreef Joint Venture Agreement (the “JV Agreement”) to bring the JV Agreement in line with recent changes in Tanzanian mining laws and to modernize the working arrangement between the parties (the original JV Agreement was entered into in 2011). Discussions between the Company and STAMICO remain ongoing and are expected to continue.

6

    Management’s Discussion and Analysis August 31, 2021

Sulphide Development and Exploration

· Favourable Metallurgical Test Results: The Company announced updated and highly favorable metallurgical test results from the sulphide component of the Buckreef mineral resource. Three diamond drill core samples were taken from the fresh rock (‘sulphide’ mineral resource) of the Buckreef deposit for the purposes of metallurgical test work. Highlights include:

ü The following intercepts and gold recoveries have been confirmed in the report:

§ MC01: 0.54 g/t Au over 78.88m – 94.1%

§ MC02: 19.4 g/t Au over 27.99m – 95.4%

§ MC03: 1.71 g/t Au over 52.53m – 85.3%

ü A straightforward flowsheet consisting of:

§ Primary grinding to P80 = ~100-150 µm

§ Rougher flotation

§ Regrind of the rougher concentrate to ~15-20 µm (P80)

§ Cyanide leaching of the reground flotation concentrate

§ Cyanide leaching of the flotation tailing

ü No refractory association of gold with arsenic sulphide was detected;

ü The samples tested did not exhibit any preg-robbing or other refractory characteristics;

ü Clean tailings, high probability of mine tailings not being acid generating, confirming the approach of dry stack tailings going forward; and

ü Further opportunities to improve gold extraction from MC03 have been identified through diagnostic leach testing.

· Buckreef West Discovery: The Company announced the discovery of Buckreef West, which lies in close proximity to the Buckreef Main Zone, defining a near vertical shear zone, over a strike length of 400 meters (“m”), with interpreted gold mineralization shallowly plunging to the northeast. The mineralized zone remains open to the south and at depth. Highlights include:

ü Shallow depth: All reported intercepts are at shallow depth on a well-defined structure which is interpreted as a splay off the Buckreef Main Zone;

ü Open at depth and along strike: Over 400m of strike length has been drilled to date and the deposit remains open at depth and along strike in both directions; and

ü Select intercepts:

§ Hole BWDD017 intersected 4.57m @ 6.4 g/t Au from 44.9m;

§ Hole BWDD015, on the same line as Hole BWDD017, had two intersections: 2.18m @ 1.24 g/t Au from 86.9m and (ii) 2.49m @1.3 g/t Au from 105.1m;

§ Hole BWDD012 intersected 5.57m @ 4.95 g/t Au from 98.4m and 4.0m @ 2.19 g/t Au from 92.0m;

§ Hole BWDD013, on the same line as Hole BWDD012 intersected 1.5m @ 2.2 g/t Au from 59.5m;

§ BWDD0018 intersected 7.0m @ 2.03 g/t Au from 44.0m and 3.85m @ 2.86 g/t from 56.0m; and

§ BWDD0031 intersected 2.5m @ 7.29 g/t Au from 46.1m.

7

    Management’s Discussion and Analysis August 31, 2021

· Anfield Zone Discovery: The Company announced that it has made a new discovery of three closely spaced parallel, gold bearing structures at Buckreef, collectively now known as the Anfield Zone. Follow-up field work and diamond drilling is planned for 2021 and 2022. Highlights include:

ü The new prospective gold mineralized zones, totaling a combined 2.9-kilometer (km) strike length were identified through geological (field) mapping, sampling and examination of artisanal workings. Collectively, they have been named the Anfield Zone (See Figure 10 for map);

ü Grab samples of mineralized bed (fresh) rock have been assayed, with highlights of:

§ 37.52 g/t

§ 28.55 g/t

§ 14.42 g/t

ü Located approximately 500m to the east of the Buckreef Main Zone; and

ü Aligns with and trends towards the Eastern Porphyry Mineral Resource.

Management

· Appointed on December 1, 2020, Mr. Stephen Mullowney, CPA, CA, CFA as Chief Executive Officer (CEO) of Tanzanian Gold Corporation. He also accepted an appointment to the Board of Directors of the Company. Mr. Mullowney was previously a Partner and Managing Director of PricewaterhouseCoopers LLP (PwC) and PwC Canada’s mining deals leader. He has an extensive mining background, working with miners, Governments, and institutional investors across the world and supporting them in making key strategic business, financing, and policy decisions.

· On February 8, 2021, the Company appointed Andrew Cheatle, P.Geo., MBA, FGS, ARSM as Chief Operating Officer of Tanzanian Gold Corporation. A graduate of the Royal School of Mines, Imperial College, London, his 30-plus-years international career has encompassed operations/production, development, and exploration in both the senior & junior mining sectors. His considerable operational and project management experience includes senior positions with the development of (at that time) Anglo American Corporation’s Moab Khotsong Gold Mine, JCI’s South Deep Project and major expansions of Placer Dome’s/Goldcorp’s Musselwhite Mine.

· On March 1, 2021, the Company appointed Michael P. Leonard, CPA, CA as Chief Financial Officer. He was previously at Barrick Gold Corporation in a series of progressively senior financial leadership positions and brings a wealth of experience in investor relations and corporate global finance. He will fill a vital role for the Company’s strategy moving forward including use of state-of-the-art technology and development and implementation of financial models, financial controls and procedures for financial management.

· On March 4, 2021, the Company, through Buckreef Gold, appointed Isaac Bisansaba and Gaston Mujwahuzi as Co-Acting General Managers for Buckreef, on an alternating basis. Mr. Bisansaba and Mr. Mujwahuzi are directly responsible for monitoring and improving the mining and processing operations at Buckreef Gold. Mr. Bisansaba has a BS.Geo, Masters in Mining Engineering, Mineral Resources Evaluation, and twenty years of experience in the gold mining industry. Mr. Mujwahuzi has a BS, Mineral Processing Engineering, and over sixteen years of experience in the gold mining industry. Collectively, their experience encompasses all aspects of gold mining operations, including managing mining, process plant and exploration activities. Their prior experience includes roles with AngloGold Ashanti, Barrick Gold, Teranga Gold, PanAust Limited and various consulting firms. Together, they possess the knowledge and experience Buckreef Gold requires going forward, as well as strong team leadership capabilities for safe, smooth and ongoing management of on-site operations.

8

    Management’s Discussion and Analysis August 31, 2021

· On March 17, 2021, the Company appointed Shubo Rakhit, CPA, CA to the Board of Directors of Tanzanian Gold Corporation. His 30+ year career has included positions at several large investment banks and advisory firms including Canada’s major bank owned investment banks, Bank of America Securities, KPMG Corporate Finance and Echelon Wealth Partners where he most recently served as Managing Director, Head of Mergers and Acquisitions.  His career includes leading over $80B of M&A transactions and over $100 billion of global capital markets issuance including many complex strategic and capital solutions. His background and experience will assist the Company in broadening its access to capital markets at a time of rapid growth for the organization.

· On April 27, 2021, TanGold announced that Mr. Sinclair turned 80 years old and retired as Executive Chairman to continue service as Chairman of the Board of Directors of the Company. TanGold has had the privilege of being founded and directed since 2000 by the leadership of the renowned James E. Sinclair. It is with profound gratitude that the Company acknowledges his contribution to the present success and long-term resilience of our enterprise. In order to fund living expenses during retirement, Mr. Sinclair plans to make small weekly dispositions of his substantial holdings of TanGold shares. We do not expect any individual such disposition, or all such dispositions in the aggregate, to be material.

· On June 1, 2021, the Company appointed Khalaf Rashid as Senior Vice President, Tanzania and as Managing Director of the Company’s wholly owned subsidiary in Tanzania, Tanzam2000. Mr. Rashid is a Tanzanian citizen and resident and joins the TanGold Executive Team bringing a wealth of experience and family history in Tanzanian business, politics and Government that dates back to the formation of the country. He is highly respected and recognized in the business community having held senior executive positions in multiple sectors including industrials, education and marketing communications.

· The Company changed its nominees to the Buckreef Gold Board of Directors to: (i) Stephen Mullowney; (ii) Andrew Cheatle; (iii) Michael Leonard; and (iv) Shubo Rakhit to better reflect the new management team and vision for the Company. Stephen Mullowney was nominated Chairman of Buckreef Gold.

Financing

· As at August 31, 2021, the Company had cash of $13.4 million and net working capital of $8.0 million. After adjusting for $2.1 million in derivative liabilities, working capital on an adjusted basis is $10.1 million. This reflects a significant improvement in in overall liquidity and financial flexibility compared to August 31, 2020.

· On February 11, 2021, the Company completed the sale of 32,923,078 common shares together with warrants to purchase 16,461,539 common shares for $21.4 million in the aggregate. The common shares and warrants were issued at $0.65 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $0.80 for a period of five years from the issue date. The Company also issued 1,152,307 broker warrants with the same terms.

On December 23, 2020, the Company completed the sale of 5,554,588 common shares together with warrants to purchase 2,777,268 common shares for $3.0 million in the aggregate. The common shares and warrants were issued at $0.54 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $1.50 for a period of three years from the issue date.

9

    Management’s Discussion and Analysis August 31, 2021

· During the year ended August 31, 2021 $7.0 million of Tranche A Convertible Debentures, representing the entire outstanding balance, were converted and retired resulting in the issuance of 12,150,447 common shares of the Company.

ESG

· The Company is committed to working to the highest ESG standards and has initiated several programs, whilst developing a broader framework and policies.

· Buckreef Gold’s operations: (i) are connected to the Tanzanian national electricity grid and utilizes grid power which is sourced from hydroelectric facilities in Tanzania; (ii) recycles all water used in its operations; (iii) do not discharge water from its operations; (iv) workforce are 100% Tanzanian citizens; (v) development and building activities are focused on maximizing local content; (vi) exhibit a ‘100 mile diet’ by procuring all food locally; and (vii) sulphide development is expected to utilize dry stack tailings.

· The Company is actively working with the Geita District Council and local Wards to collaboratively identify key programs that focus on short to long term educational needs, which in turn aligned with the Company’s local hiring practices, which includes STEM and gender goals.

· The Company, through Buckreef Gold procured and donated 300 school desks to the Kaseme Secondary School in Geita District. The desks were sourced from local artisans.

· The Buckreef Gold Mine site has a 100% Tanzanian workforce.

· The Company supports local procurement in all activities by first sourcing within the immediate wards, then out to district, region and nation. Only those items or services not available within country are purchased externally from Tanzania, first prioritizing East Africa, Africa then globally.

Other

· A mine-based assay / chemical laboratory has been installed at Buckreef Gold. The laboratory has commenced test work and is in the process of being fully commissioned.

· The accommodations and camp facilities at Buckreef Gold have been upgraded and renovated during fiscal 2021.

10

    Management’s Discussion and Analysis August 31, 2021

Operational

The Buckreef Gold Project

The Company is focused on the Buckreef Gold Project located in the Geita District of the Geita Region south of Lake Victoria, approximately 110 km southwest of the City of Mwanza, Tanzania (Figure 1). The Buckreef Project area can be accessed by ferry across Smiths Sound, via a paved national road and, thereafter, via well maintained unpaved regional roads. The Buckreef Gold Project now comprises five prospects, namely Buckreef, Bingwa, Tembo, Eastern Porphyry and Anfield. The Buckreef Gold Project itself encompasses three main mineralized zones: Buckreef South, Buckreef Main and Buckreef North. The Buckreef Project is fully licensed for mining and the extraction of gold.

The Buckreef Project Gold Mineral Resources as of August 31, 2021 currently are as follows:

	Measured			Indicated			Inferred			Total (Measured + Indicated)
	Tonnes	Grade	Au	Tonnes	Grade	Au	Tonnes	Grade	Au	Tonnes	Grade	Au
Area	MT	g/t	Oz	MT	g/t	Oz	MT	g/t	Oz	MT	g/t	Oz
Buckreef	19.98	1.99	1,281,160	15.89	1.48	755,120	17.82	1.11	635,540	35.88	1.77	2,036,280
Eastern Porphyry	0.09	1.20	3,366	1.02	1.17	38,339	1.24	1.39	55,380	1.10	1.18	41,705
Tembo	0.02	0.99	531	0.19	1.77	10,518	0.27	1.92	16,461	0.20	1.70	11,048
Bingwa	0.90	2.84	82,145	0.49	1.48	23,331	0.22	1.49	10,541	1.39	2.36	105,477
Total	20.99	2.03	1,367,202	17.59	1.46	827,308	19.55	1.14	717,922	38.57	1.77	2,194,510

Note: Main Zone at 0.4g/t cut-off, and Eastern Porphyry, Bingwa and Tembo at 0.5 g/t cut-off

Mineral Resources inclusive of Mineral Reserves

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability

All resources below 540mRL classified as inferred

Estimates over variable widths of 2 to 40m

Bulk Density ranges 2.0g/cm3 to 2.8g/cm3

55% attributable to the Company

Effective Date: May 15, 2020

Mineral Reserves remained as of the 2018 Pre-Feasibility Study and the Company is undertaking a Sulphide Development Study (updating the 2020 Mineral Resources in the process) to update the Mineral Reserves.

Buckreef Reserves	Tonnes	Grade	In Situ Gold Content
	(Mt)	Au (g/t)	Kg	oz
Proven-Stockpile	119,726	1.86	223	7,160
Proven	9,352,183	1.72	16,092	517,358
Probable	9,730,764	1.36	13,265	426,492
Mineral Reserves	19,202,673	1.54	29,580	951,010
1) Mineral reserves is inclusive of Mineral Reserve shapes, mining recovery, mining dilution and open pit preproduction development costs. Mineral Reserve estimates includes dilution.
2) Mineral reserve was estimated using CIM Standards on Mineral Resources and Reserves, Definitions (2004) and disclosed using NI 43-101 standards.
3) Containted metal may differ due to rounding

11

    Management’s Discussion and Analysis August 31, 2021

Figure 1: Location of Buckreef JV Project Licences on Lake Victoria Greenstone Belt

12

    Management’s Discussion and Analysis August 31, 2021

120 TPD Test Plant and Operations

Buckreef Gold continued to operate the 120 tpd test plant during the fourth quarter. In doing so, valuable information and analysis of oxide material characteristics continued to be gathered and resultant improvements to processes were implemented in the design and development of the 360 tpd and 1,000+ tpd mine operations. Further, the test plant was also used to provide data on: (i) retention times; (ii) cyanide and lime consumption; (iii) grind media consumption; (iv) aeration/oxidation; (v) elution; (vi) tailings characteristics, including dry stack tailings options; (vii) grade control; (viii) materials movement; and (ix) reconciliation processes. Select operating and stockpile information follows below:

Select Operating Information	Unit	Three months ended August 31, 2021	Twelve months ended August 31, 2021
Ore Mined	k tonnes	8	44
Waste Mined	k tonnes	2	289
Total Mined	k tonnes	9	333
Mining Rate	tpd	1,072	2,209
Mining Cost (Variable)	US$/t	$  2.51	$  2.22
Test Plant Ore Milled	k tonnes	5.6	28.6
Head Grade	g/t	2.68	2.22
Test Plant Mill Utilization	%	92.8%	94.5%
Test Plant Recovery Rate1	%	Achieved 90% gold recovery at 120 tpd test plant
Test Plant Milling Cost (Fixed)	US$ ('000s)	$   105	$   335
Test Plant Milling Cost (Variable)	US$/t	$12.34	$11.22
Test Plant Mill Throughput	tpd	61	78
Gold Ounces Produced	oz	396	1,836
Gold Ounces Sold	oz	443	1,405
1Grindability of 85% passing 75µ (microns) screen aperture and retention times averaging 33 hours

ROMPAD Stockpile	Unit	As at August 31, 2020	As at August 31, 2021
High Grade Ore	k tonnes	3.5	5.87
	g/t	3.7	2.67
	oz	412	504
Medium Grade Ore	k tonnes	8.8	8.41
	g/t	1.4	1.26
	oz	401	341
Low Grade Ore	k tonnes	12.8	10.18
	g/t	0.8	0.83
	oz	346	272

Mining rates for Q4 2021 decreased versus the first nine months of the year as Buckreef Gold utilized a higher proportion of stockpiled material for its 120 tpd test plant. Mining rates are expected to increase prospectively as Buckreef Gold ramps-up the 360 tpd mill and 1,000+ tpd operations. Mining cost per tonne was slightly higher in Q4 2021 versus the first nine months of the year as the mining contractor was placed on standby at a reduced overall cost due to sufficient stockpiles of ore for the test plant and ramp-up of the 360 tpd operation. Mining cost per tonne for the 360 tpd and 1,000+ tpd mine operations are expected to be consistent with historical costs incurred.

13

    Management’s Discussion and Analysis August 31, 2021

Mineral reserve milled in Q4 2021 was consistent with the previous three quarters. The slight increase in variable milling costs in the quarter were primarily the result of operating during the wet season. Fixed and variable milling costs are expected to be consistent in the 360 tpd and 1,000+ tpd operations versus the costs incurred in the 120 tpd test processing plant.

Head grades of 2.22 g/t were realized and recovery rates of up to 90% were successfully achieved in 2021. During the first nine months Management operated the 120 tpd test processing plant with a focus on balancing gold output and recovery rates. In doing so, it was identified that the main processing bottleneck in the oxide test plant circuit is CIL tank capacity. Illustratively, if throughput is maximized, grind size and retention times are negatively impacted (i.e. resulting in higher gold production and lower recovery rates). Conversely, if throughput is reduced, finer grind size and longer retention times are realized (i.e. resulting in lower gold production and higher recovery rates).

In working with SGS Lakefield (“SGSL”) and Ausenco, Management determined that the major limiting factors for increased recoveries are retention time and grind size. The retention time at a throughput capacity of 3.5 tph for the oxide test plant was approximately 17 hours due to CIL tank capacity limitations, the average retention time over the first nine months was 18 hours, which is low for this type of operation. The 360 tpd and 1,000+ tpd mill operation’s CIL tank capacity is designed for retention times of 28 hours, which allows more time for the cyanide to dissolve gold in the gold rich ores. The larger ball mills and the slower pace of gold rich ores proceeding through the circuit in the 360 tpd and 1,000+ tpd mill operations also allow for a finer and more consistent grind size.

For the final two months of the test plant in Q4, 2021, the focus was on optimizing recovery rates by reducing throughput, enabling a finer grind size and longer retention time. Recovery rates achieved were greater than 90% on a consistent basis utilizing this methodology. Consequently, recovery rates for the 360 tpd and 1,000+ tpd mine operations are targeting 90% due to the following factors:

· No preg-robbing or other refractory characteristics to date in the oxide ores;

· Significantly longer design retention time of 28 hours for 360 tpd and 1,000+ tpd mill operations versus 18 hours to date in the test plant;

· Finer design grind size for the 360 tpd and 1,000+ tpd operations with the ability to cost effectively add a secondary grinding mill and cyclones to achieve an even finer grind size, if necessary. This is similar to what was experienced in the sulphide metallurgical study; and

· The larger 360 tpd and 1,000+ tpd operations are expected to improve processing of clay material in the oxide ore more efficiently.

14

    Management’s Discussion and Analysis August 31, 2021

Operationally, the 120 tpd test processing plant has been a substantial success on several levels. First, operation of the test plant, to date, proves the viability of the Buckreef Project to produce gold from oxides, and therefore, provides a considerable de-risking of larger 360 tpd and 1,000+ tpd mine operations at Buckreef, particularly in designing the operations, and stress testing financial models and returns. Additionally, the plant has been used to train and develop a crew that will be ready to operate the larger processing plant. See Figures 2,3, 4 and 5 for pictures of: (i) the 1,000+ tpd processing plant flowsheet (which incorporates the already constructed 360 tpd operations); (ii) the oxide mine pit; (iii) the expanded 360 tpd processing plant integrated with the 120 tpd test processing plant; and (iv) recent drone survey photographs.

Figure 2: 1,000+ TPD Processing Plant Flowsheet

15

    Management’s Discussion and Analysis August 31, 2021

Figure 3: Buckreef Gold Mine Oxide Mineral Reserve Starter Pit: View to the Southwest (February 3^rd, 2021)

Figure 4: Buckreef Gold Expanded 360 TPD Processing Plant Integrated With 120 TPD Processing Plant (November 4, 2021)

16

    Management’s Discussion and Analysis August 31, 2021

Figure 5: Drone Survey Photographs (May 2021)

Buckreef Gold tailings facility with main pit, old south pit and camp in background. Expanded tailings facility will be to the left of existing tailings facility.	Buckreef Gold tailings facility utilizing old heap leach pads. Expanded tailings facility construction has started next to existing tailings facility (on the right).
Buckreef Gold camp which is currently undergoing renovations and are almost complete.	Buckreef Gold main oxide pit from which operations will be expanded.
Current Buckreef Gold operations, looking southwest.	Current Buckreef Gold oxide test facility with core shed at front. 360 tpd oxide plant expansion is adjacent to oxide test facility.

17

    Management’s Discussion and Analysis August 31, 2021

Exploration & Mineral Resources

TanGold and Buckreef Gold continues to evaluate the full potential of the Buckreef Gold property and identify opportunities for the discovery of additional mineral resources and their conversion to mineral reserves. Successful exploration will also provide greater production flexibility and growth. To achieve this goal the Company has:

· Re-evaluated the Buckreef Main Zone for strike extensions, off-shoot splays, and at depth potential. The deposit is open in all directions (See Figure 6);

· Drilled the Buckreef West target, a splay off the Buckreef Main Zone, with positive drill results, further follow-up drilling will occur in 2021 and 2022. Buckreef West has the potential to add additional resources to the oxide and sulphide mine plans (See Figure 7 and 8);

· Discovered the Anfield Zone, a parallel structure 500m to the east of the Buckreef Main Zone. Initial grab sample results have been high-grade, including three samples grading 37.52 g/t, 28.55 g/t and 14.42 g/t respectively (See Figure 10); and

Evaluated and identified numerous other targets at Buckreef Gold, which form part of an exploration pipeline or ‘Exploration Triangle’ at the Buckreef Gold Project.

Buckreef Main Zone Drilling Results and Interpretation

The Buckreef Main Zone has been re-evaluated and exploration targets to expand the zone have been identified. Results to date evidence a vertically extensive shear zone extending nearly 2 km on strike in a NE-SW trend. The deposit is open along strike and at depth.

The significant mineralized intercepts of the Buckreef Main Zone are as shown in the Figure 6. It is evident that the deposit remains open on trend to the north-east and south-west. As noted, the Company has initiated a drill program, specifically to explore potential mineralization extensions to the north-east, south-west and to upgrade Inferred Mineral Resources, particularly at the base of the 2018 Pre-Feasibility pit shell where a ‘saddle’ exists between two deeper pit floors. The Company has retained STAMICO for diamond drilling services for a 10,000 meter program, which will cover:

ü PQ/HQ size holes for testing metallurgical variability in the top 150 meters of the sulphide deposit;

ü Infill drilling on the inferred mineral resource, which if successful will upgrade that resource to the indicated mineral resource category, and;

ü Exploration of the Main Zone deposit to the north-east / south-west, and to commence drilling on the recently discovered Anfield Zone.

To date, the metallurgical program of 18 holes (2,337 meters) has been completed and the holes are being logged in preparation for shipment for metallurgical testing. The drill program has now switched to the exploration phase.

‘Deep’ drilling was completed in Q1 2021. It is evident that 2-3 high grade shoots exist (dipping to the south) and that the deposit remains open at depth, as evidenced by the deepest drill holes, intersecting the Buckreef Shear Zone and confirming continuity of the structure. The viability of underground mining will be examined as part of the sulphide project development program. The Company does not intend to drill additional deep holes at this time, as the continuity of the deposit at depth has been demonstrated.

18

    Management’s Discussion and Analysis August 31, 2021

Figure 6: Long Section of Buckreef Main Zone (View to the West) Showing 1m Composite Values and 2018 PFS Pit Outline

Buckreef West Drilling & Assay Results

Buckreef Gold concluded the drilling program on Buckreef West during Q2 2021 and full results are presented below in Figure 7, along with discussion and analysis.

A well pronounced sheared meta-basalt zone continued to be intersected with variable sulphide mineralization and mild to strong quartz-carbonate-sericite-pyrite alteration typical of the Buckreef Main Zone.

Highlights include:

· All reported intercepts are at shallow depth on a well-defined structure which is interpreted as a splay off the Buckreef Main Zone; and

· Over 400m of strike length has been drilled to date and the deposit remains open at depth and along strike in both directions.

19

    Management’s Discussion and Analysis August 31, 2021

Figure 7: Buckreef West Assay Results

Buckreef West Prospect Assay Results
Hole ID	Hole Type	Drill Holes Location					Sample Depth		Width (m)	Assay Grade (gpt)	Lithology	Comment
		Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)
BWDD001	DD	390859.62	9658065.73	1229.65	306	-60	18.50	19.10	0.60	5.41	Qv	10% quartz veining
							20.60	21.50	0.90	4.28	Qv	10% quartz veining
BWDD002	DD	390839.06	9658079.40	1229.83	306	-60	20.75	21.70	0.95	4.22	Qv	10% quartz veining
							21.70	22.76	1.06	0.13	Qv	5% quartz veining
BWDD003	DD	390881.85	9658084.18	1229.48	306	-60	72.00	72.94	0.94	0.39	Qv	5% quartz veining
							72.94	73.50	0.56	0.34	Qv	5% quartz veining
BWDD004	DD	390860.55	9658098.41	1227.13	306	-60	33.00	34.00	1.00	0.56	Qv	5% quartz veining
							47.88	48.52	0.64	2.76	Qv	10% quartz veining
BWDD005	DD	390906.39	9658103.09	1227.26	306	-60	100.00	100.50	0.50	0.25	Sz	Shear zone with mild alteration
							111.00	111.57	0.57	0.37	Sz	Shear zone with mild alteration
BWDD006	DD	390873.37	9658126.40	1227.52	306	-60	45.69	51.00	5.31	4.92	Msz	Mineralised shear zone
							59.00	63.00	4.00	4.42	Msz	Mineralised shear zone
BWDD007	DD	390926.32	9658123.09	1227.37	306	-60	0.00	8.00	8.00	1.07	Msz	Mineralised shear zone
							17.00	22.00	5.00	1.08	Msz	Mineralised shear zone
							67.00	68.88	1.88	0.79	Qv	Quartz vein
BWDD011	DD	390931.72	9658154.19	1227.83	306	-60	57.00	58.60	1.60	0.72	Qv	Quartz vein
BWDD012	DD	391009.82	9658195.93	1227.96	306	-60	92.00	96.00	4.00	2.19	Msz	Mineralised shear zone
							98.43	104.00	5.57	4.95	Msz	Msz, incl 1.6m @ 13.5g/t Au
BWDD013	DD	390996.98	9658204.85	1228.29	306	-60	59.50	61.00	1.50	2.24	Msz	Mineralised shear zone
							64.00	72.00	8.00	0.68	Msz	Mineralised shear zone
BWDD014	DD	390982.64	9658214.77	1228.65	306	-60	29.00	31.00	2.00	0.22	Sz	Shear zone with mild alteration
							57.00	58.30	1.30	2.71	Qv	Quartz vein
							61.58	62.30	0.72	5.59	Qv	Quartz vein
BWDD015	DD	391042.14	9658204.22	1228.32	306	-60	86.94	89.12	2.18	1.24	Msz	Mineralised shear zone
							91.00	96.26	5.26	0.25	Sz	Shear zone with mild alteration
							105.12	107.61	2.49	1.34	Msz	Mineralised shear zone
BWDD016	DD	391025.89	9658215.86	1227.87	306	-60	62.25	66.00	3.75	0.19	Sz	Shear zone with mild alteration
							73.15	79.16	6.01	0.67	Sz	Shear zone with mild alteration incl 0.5m@3.59g/t Au
BWDD017	DD	391004.55	9658231.15	1227.87	306	-60	44.95	49.52	4.57	6.36	MSZ	Mineralised shear zone
BWDD018	DD	390852.68	9658141.72	1227.72	306	-60	44	51	7	2.03	Msz	Mineralised shear zone
							56	59.85	3.85	2.86	Msz	Mineralised shear zone
BWDD019	DD	391081.08	9658220.11	1230.83	306	-60	72.5	74	1.5	0.23	Sz	Shear zone with Mild alteration
BWDD021	DD	391065.81	9658230.83	1231.35	306	-60	55.3	56.5	1.2	3.96	Msz	Mineralised shear zone
BWDD022	DD	391093.67	9658249.83	1227.92	306	-60	9	11	2	0.92	Qv	Quartz vein
							41	47.3	6.3	2.99	Msz	Mineralised shear zone
BWDD023	DD	391114.48	9658258.98	1227.75	306	-60	17	22	5	1.038	Msz	Oxidised Mineralised shear zone
							27	28	1	1.545	Msz	Oxidised Mineralised shear zone
							37	44	7	0.56	Msz	Oxidised Mineralised shear zone
BWDD024	DD	391141.63	9658262.97	1227.19	306	-60	45	47	2	2.36	Msz	Mineralised shear zone
BWDD025	DD	391148.29	9658281.80	1227.19	306	-60	31	35	4	5.12	Msz	Mineralised shear zone
BWDD026	DD	391177.23	9658259.68	1226.52	306	-60	67	70	3	0.86	Msz	Mineralised shear zone
BWDD027	DD	391168.18	9658294.08	1226.80	306	-60	10	12	2	6.02	Msz	Mineralised shear zone. Incl 1m@10.95g/t Au
BWDD030	DD	390879.50	9658192.96	1228.41	306	-60	44.1	47.24	3.14	3.09	Msz	Mineralised shear zone
BWDD031	DD	390951.94	9658196.95	1228.44	306	-60	46.05	48.55	2.5	7.29	Msz	Mineralised shear zone
							96.32	96.82	0.5	3.14	Qv	Quartz vein
							106.68	107.2	0.52	4.46	Qv	Quartz vein

1. The sample chain of custody is managed by the Buckreef Gold geology team on site. Reported results are from diamond drilled core samples. Intervals of core to be analyzed are split into half using a mechanized core cutter, with one half sent to the Laboratory for geochemical analysis and the remaining half kept in storage for future reference and uses. Diamond drilled core has been a HQ size and recoveries are consistently 100% across all drill holes intercept reported.

2. Sampling and analytical procedures are subject to a comprehensive quality assurance and quality control program. The QAQC program involves insertion of duplicate samples, blanks and certified reference materials in the sample stream. Gold analyses are performed by standard fire assaying protocols using a 50-gram charge with atomic absorption (AAS) finish and a gravimetric finish performed for assays greater than 10 grams per tonne.

3. Sample preparation and analysis are performed by independent Nesch Mintech Laboratory in Mwanza, Tanzania. Nesch Mintech Laboratory is ISO17025 accredited and employs a Laboratory Information Management System for sample tracking, quality control and reporting.

4. The results summarized in this Management’s Discussion and Analysis are from Buckreef west shear zone prospect. The prospect is about 200m western of known Buckreef Main Zone. The Intercepted shear zone from the drilling programme extend for over 450m strike length and results reported covers about 250m strike length of the shear zone. The intersections reported here are a down-hole length and may not represent true width, but the true width is estimated to be between 50% - 60%.

The spatial location of the mineralized intercepts is shown in the Figure 8. The Company will provide a further update on Buckreef West in the future.

20

    Management’s Discussion and Analysis August 31, 2021

Figure 8: Buckreef Main Shear Zone Deep Drilling Spatial Location of Mineralized Intercepts

21

    Management’s Discussion and Analysis August 31, 2021

Anfield Zone

Buckreef Gold believes that it has made a major discovery of three closely spaced parallel, gold bearing structures at the Buckreef Project, collectively now known as the Anfield Zone.

Highlights from the newly discovered zone include:

· The new prospective gold mineralized zones, totaling a combined 2.9km strike length were identified through geological (field) mapping, sampling and examination of artisanal workings. (See Figure 10);

· Grab samples of mineralized bed (fresh) rock have been assayed, with highlights of:

o 37.52 g/t

o 28.55 g/t (See Figure 9)

o 14.42 g/t

· Located approximately 500m to the east of the Buckreef Main Zone;

· Aligns with and trends towards the Eastern Porphyry Mineral Resource; and

· Follow-up field work and diamond drilling planned for remainder of 2021 and 2022.

Figure 9: Mineralized Sample From Artisanal Shaft at Anfield Zone. Sample Assayed at 28.55 g/t

The discovery has been made through field / geological mapping of outcrops and scattered artisanal workings, with care being taken to differentiate between fresh rock mining and alluvial mining. Mapping was undertaken from March 2021 through to June 2021. The fresh rock samples, obtained from a deeper artisanal mine shaft, have all the hallmark characteristics of mineralization associated with the Buckreef Main Zone.

22

    Management’s Discussion and Analysis August 31, 2021

Multiple artisanal shafts have been mapped, most of which are currently flooded. From this mapping, three distinct mineralized zones all aligning with local mine scale shear fabric have been interpreted. The Anfield Zone is parallel to and is located approximately 500m to the east of the Buckreef Main Zone. Further, the trend aligns with the Eastern Porphyry Mineral Resource. (Measured and Indicated MR or 1. 1MT @ 1.18 g/t containing 41.7 k oz of gold, and an Inferred Mineral Resource of 1.24 MT @ 1.39 g/t containing 55.38 k oz of gold).

A small number of initial grab samples were collected from the Anfield Zone, specifically where a deeper shaft had been developed by artisanal miners. Assay results are shown in the table below:

ANFIELD PROSPECT SIGNIFICANT ASSAY RESULTS - JUNE 2021
Prospect_ID	Sample ID	Type	Location			Width (m)	Assay	Lithology	Comment
			Easting	Northing	Elevation		Grade (g/t)
Anfield Prospect	AN23452	Grab	391384	9657149	1212	N/a	5.48	MD	Crushed ore mined from the abandoned pit.
	AN23453	Grab	391192	9657172	1211	N/a	28.55	Msz	Strongly silicified, with grey quartz vein and overprinted by massive pyrite
	AN23454	Grab	391192	9657172	1211	N/a	1.47	Msz	Moderately sheared traversed by greyish quartz-py stringers
	AN23455	Grab	391192	9657172	1211	N/a	0.85	Msz	Mild sheard with moderate quartz-carbonate -pyrite

A second sampling campaign of grab samples was also undertaken in June 2021 to verify the initial high-grade results. Assay results are shown in the table below:

ANFIELD PROSPECT SIGNIFICANT ASSAY RESULTS - VERIFICATION TO THE FIRST SET - JUNE 2021
Prospect_ID	Sample ID	Type	Location			Width (m)	Assay	Lithology	Comment
			Easting	Northing	Elevation		Grade (g/t)
Anfield Prospect	AN23457	Grab	391192	9657172	1211	N/a	37.52	Msz	Strongly silicified, with grey quartz vein and overprinted by massive pyrite
	AN23458	Grab	391192	9657172	1211	N/a	<0.01	MD	Weakly sheared with quartz-Carb veins
	AN23459	Grab	391192	9657172	1211	N/a	14.42	Msz	Strongly silicified, with grey qv and fine grained disseminated sulphides
	AN23460	Grab	391192	9657172	1211	N/a	5.33	Msz	Moderately sheared traversed by greyish quartz-py stringers
	AN23461	Grab	391384	9657149	1212	N/a	5.28	MD	Crushed ore mined from the abandoned pit

Notes:

1. The sample chain of custody is managed by the Buckreef Geology Team on site. Reported results are from grab samples selected from piles of excavated rock located next to the abandoned artisan pits. The rock chips were carefully sampled by geologist and grouped based on the intensity of shearing, alteration and quartz veining.

2. The samples were subjected by insertion of blank coarse materials to ensure quality assurance and quality control at this early stage of the program. Gold analyses are performed by standard fire assaying protocols using a 50-gram charge with atomic absorption (AAS) finish and a gravimetric finish performed for assays greater than 10 grams per tonne.

3. Sample preparation and analysis are performed by independent Nesch Mintech Laboratory in Mwanza, Tanzania. Nesch Mintech Laboratory is ISO17025 accredited and employs a Laboratory Information Management System for sample tracking, quality control and reporting.

4. The results summarized in this release are from Anfield Zone. The zone is about 200m East of and subparallel to known Buckreef Main Zone.

5. qv=quartz vein, py=pyrite, quart-Carb = quartz – carbonate vein.

23

    Management’s Discussion and Analysis August 31, 2021

Buckreef Gold actively maintains positive relationships with the limited number of artisanal miners currently in the vicinity of the Anfield Zone, which is well demonstrated from the geological mapping and sampling campaigns. While there are a significant number of artisanal workings in the area, most are now flooded and inaccessible.

Figure 10: Anfield Zone in Relation to Buckreef Main Zone

Mineral Resource and Reserve Statements

The Company did not conduct any new work that would warrant material changes in the previously reported Mineral Resource and Mineral Reserve statements during this reporting period.

24

    Management’s Discussion and Analysis August 31, 2021

Sulphide Development – Preliminary Metallurgical Results

SGSL was retained to complete initial metallurgical test work at their Lakefield, Ontario facility on the sulphide component of the mineral resource, this work is now complete. As part of the study, three diamond core samples taken from the fresh rock (‘sulphide’ mineral resource) of the Buckreef Gold deposit were submitted to SGSL for the study.

A metallurgical firm will be commissioned to undertake the metallurgical variability phase for Buckreef Gold which will encompass the first 5-7 years of production from the sulphide operation at Buckreef Gold. The study highlights include:

ü The following intercepts and gold recoveries have been confirmed in the report:

§ MC01: 0.54 g/t Au over 78.88m – 94.1%

§ MC02: 19.4 g/t Au over 27.99m – 95.4%

§ MC03: 1.71 g/t Au over 52.53m – 85.3%

ü A straightforward flowsheet consisting of:

§ Primary grinding to P80 = ~100-150 µm

§ Rougher flotation

§ Regrind of the rougher concentrate to ~15-20 µm (P80)

§ Cyanide leaching of the reground flotation concentrate

§ Cyanide leaching of the flotation tailing

ü No refractory association of gold with arsenic sulphide was detected;

ü The samples tested did not exhibit any preg-robbing or other refractory characteristics;

ü Clean tailings, high probability of mine tailings not being acid generating, confirming the approach of dry stack tailings going forward; and

ü Further opportunities to improve gold extraction from MC03 have been identified through diagnostic leach testing.

In 2020, three diamond drill holes were completed for the purposes of initial, modern era metallurgical test work. Diamond drill hole details are tabulated below:

Buckreef Main Metallurgy samples
Hole ID	Hole Type	Composite	Drill Holes Location					Sample Depth		Width (m)	Grade (g/t)	Recovery %	Comment
		ID	Easting (m)	Northing (m)	RL (m)	Azimuth	Dip	From (m)	To (m)
BMMT001	DD	MC01	391562.00	9658608.00	1220.00	303	-72	77.50	156.80	78.88	0.54	94.1	Partial to completely altered mineralised shear zone
													5% quartz veining
BMMT002	DD	MC02	391320.00	9658036.00	1223.00	307	-69	239.9	267.89	27.99	19.4	95.4	Partial to completely altered mineralised shear zone
BMMT003	DD	MC03	391593.00	9658358.00	1217.00	310	-63	222.81	275.34	52.53	1.71	85.3	Partial to completely altered mineralised shear zone
													with minor graphitic altered fractutured surfaces
The sample chain of custody was managed by SGS Tanzania team, as per local sample export regulations. Reported results are from composite diamond drilled core samples.  Intervals of core for metallurgical testwork analyzed are full HQ core size.  Diamond drilled core has been a HQ size and recoveries are consistently 100% across all drill holes intercept reported.
Sampling and analytical procedures are subject to a comprehensive quality assurance and quality control program. The QAQC program involves insertion of duplicate samples, blanks and certified reference materials in the sample stream. Gold analyses are performed by screened metallics assaying protocols.
Interval represents drilled length in meters, and not true width
Sample Preparation and analysis are performed by independent SGS (Lakefield) Laboratory, Ontario, Canada

25

    Management’s Discussion and Analysis August 31, 2021

The samples were extracted as fresh drill core from areas/zones with known lithologies from within the current project’s open pit limit. The samples were selected by TanGold and confirmed by the SGS geological services group that worked together doing the metallurgical sample selection. The investigation included ore characterization, comminution, mineralogy, head analyses, and potential for gold preg-robbing, and evaluated the amenability of the three samples to two primary processing flowsheet options, that incorporate comminution (crushing and grinding), gravity separation, flotation and cyanidation unit operations.

Figure 11: Sulphide Sample Flowsheet

26

    Management’s Discussion and Analysis August 31, 2021

Financial Performance

As at August 31, 2021, the Company had cash of $13.4 million (August 31, 2020 - $4.1 million), current assets of $15.4 million (August 31, 2020 - $5.4 million) and current liabilities of $7.4 million (August 31, 2020 - $10.6 million). Current working capital of the Company is $8.0 million (August 31, 2020 - $5.2 million deficiency), however, within working capital, current liabilities include $2.1 million in derivative liabilities. After adjusting for these non-cash items, adjusted working capital is $10.1 million.

The increase in working capital is mainly due to: (i) proceeds received from two capital raises on issuance of common shares for cash of $22.6 million (net of issue costs), (ii) proceeds of $1.0 million from convertible debentures issued and (iii) proceeds from gold sales of $2.5 million. This was partially offset by cash used in: (i) capitalized expenditures on mineral properties and deferred exploration of $8.1 million and in (ii) operating activities of $7.5 million. As at August 31, 2021 mineral properties and deferred exploration assets were $38.6 million compared to $31.0 million as at August 31, 2020, reflecting a significant increased investment in the Buckreef property during fiscal 2021.

Liquidity and Capital

During the year ended August 31, 2021, the Company completed two capital raises improving overall liquidity and financial flexibility.

On February 11, 2021, the Company completed the sale of 32,923,078 common shares together with warrants to purchase 16,461,539 common shares for $21.4 million in the aggregate. The common shares and warrants were issued at $0.65 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $0.80 for a period of five years from the issue date. The Company also issued 1,152,307 broker warrants with the same terms and incurred commission and other costs of $1.8 million out of which $0.6 million was allocated to the warrants issued in the unit and expensed in the statement of comprehensive loss.

On December 23, 2020, the Company completed the sale of 5,554,588 common shares together with warrants to purchase 2,777,268 common shares for $3.0 million in the aggregate. The common shares and warrants were issued at $0.54 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $1.50 for a period of three years from the issue date. The warrants are classified as equity.

During the year ended August 31, 2021, all of the Tranche A Convertible Debentures, comprised of $7.0 million notional, were converted by the Holders into 12,150,447 common shares of the Company. The fair value of the convertible debentures at the dates of conversion was aggregate $7 million.

In aggregate, during the year ended August 31, 2021, the Company issued 38,477,666 units (2020– 6,768,634), comprised of one share and one-half warrant, for proceeds of $23.2 million (2020- $3.4 million). The Company also issued 12,150,447 common shares (2020 – nil) with a value of $7.0 million (2020 - $nil) for settlement of convertible debentures as well as 4,266,321 shares (2020 – 29,267,417) with a value of $1.5 million (2020 - $11.4 million) for settlement of debts relating to the conversion of convertible and gold loans converted in the prior year.

In the current period, capital was utilized for Buckreef Gold development, property acquisition, exploration, capital equipment purchases, and general operating expenses. Buckreef Gold continues to utilize contract miners for mining operations. Any remaining cash or liquid assets, when available, are invested in interest bearing highly liquid investments.

27

    Management’s Discussion and Analysis August 31, 2021

Results of Operations

Net additions to mineral properties and deferred exploration costs for the year ended August 31, 2021 were $7.6 million compared to $7.1 million for the year ended August 31, 2020. Net additions increased as the Company continued to invest in infrastructure and development for the Buckreef Gold property. Infrastructure enhancements included capital upgrades to the 120 tpd oxide test plant, component parts for the expanded 360 tpd plant, submersible pumps to maintain a dry pit, camp renovations to improve accommodations for on-site employees, tailings storage facility liners and TSF expansion to accommodate the larger 360 tpd plant as well as the addition of on-site vehicles. These infrastructure and capital additions were all used as part of the upgrade to the 360 tpd plant. Expenditures were offset by an increase in proceeds from gold sales which are being recorded as a credit against mineral properties as the Company is not in commercial production. The Company sold 1,405 ounces for proceeds of $2.5 million (2020 - $0.3 million).

The testing phase related to operation of the 120 tpd test processing plant concluded in September 2021. Consequently, the 45% payments to STAMICO as per the Joint Venture agreement have discontinued.

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    Management’s Discussion and Analysis August 31, 2021

Selected Financial Information

The Company’s net loss for the year ended August 31, 2021 totaled $5.3 million, compared to a net loss of $12.1 million in the year ended August 31, 2020. The decrease in the net loss of $6.8 million compared to the prior period was primarily due to gains on revaluation of financial instruments and a decrease in share-based payments. The gains on revaluation of financial instruments (2021 - $4.5 million gain, 2020 - $3.7 million loss) was principally due to a gain on revaluation of derivative warrant liabilities of $6.2 million using the Black Scholes option pricing model and driven mainly by a reduction in Company share price as compared to the prior period (2021 - $0.41, 2020 - $0.84). This was partially offset by a loss on change in fair value of convertible debentures (2021 - $0.9 million, 2020 - $nil) and transaction costs (2021 - $0.6 million, 2020 - $0.9 million) related to the debt and capital raises in the respective periods.

The increase in General and Administrative expenses (2021 - $9.0 million, 2020 - $7.7 million) was mainly due to an increase in Salaries and Benefits and Management Remuneration (2021 - $2.8 million, 2020 - $1.4 million). The increase in Salaries and Benefits was mainly due to one-time costs related to the addition of new management during the first and second quarter. Salaries and Benefits for the year ended August 31, 2021 also includes compensation related to certain legacy management personnel which are expected to conclude as of December 31, 2021.

The Company’s net loss for the three-month period ended August 31, 2021 totaled $3.8 million, compared to a net loss of $3.4 million in the three-month period ended August 31, 2020. The $0.4 million increase as compared to the prior year period was primarily due to an increase in share based payments (2021 - $2.6 million, 2020 - $nil), partially offset by a gain on revaluation of financial instruments.

Summary of Quarterly Results

Liquidity and Capital Resources

The Company manages liquidity risk by maintaining adequate cash balances in order to meet short to medium term business requirements. The Company currently has a negative operating cash flow and finances its operations, exploration and development work on its properties through cash flow from its operations, equity financings and loans via private placements and public offerings.

At August 31, 2021 the Company had $13.4 million of cash (August 31, 2020 - $4.1 million) and working capital of $8.0 million (August 31, 2020 – $5.2 million deficiency). After adjusting for current liabilities which will only be settled by issuing equity, adjusting working capital is $10.1 million. The Company has successfully commissioned a 360 tpd processing plant and announced a 1,000+ tpd processing plant expansion during Q2/Q3 2022. It is anticipated that the increase in cash flow from the expanded processing plant will mitigate the negative cash flow from the testing period of the 120 tpd processing plant. However, in common with many exploration and development companies, the Company may raise financing for its exploration, development and appraisal activities in discrete tranches to finance its activities for finite periods. The Company is confident that it will be able to raise these funds however there is no binding agreement in place to date.

29

    Management’s Discussion and Analysis August 31, 2021

As of August 31, 2021, the Company has accumulated losses of $117.5 million (August 31, 2020 – $113.5 million).

Commitments

In order to maintain existing site mining and exploration licenses, the Company is required to pay annual license fees. As at August 31, 2021 these licenses remained in good standing and the Company is up to date on license payments.

Contingencies

The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, the commitment table does not include any provisions for the settlement of outstanding litigation and potential claims.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions with Related Parties

Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

Tanzanian Gold Corporation entered into the following transactions with related parties:

¹ During the year ended August 31, 2021, consulting and website/data back-up services were provided by Giancarlo Volo, the Company’s former Director of Operations – Africa, and companies related to him (2021: $21, 2020: $18, 2019: $23). Effective May 31, 2021, these related party services have been discontinued and a new arm’s length party has been engaged to provide these website and data back-up services prospectively.

² During the year ended August 31, 2021, consulting services were provided by a company controlled by Ulli Rath, a former Director of the Company (2021: $25, 2020: $160, 2019: $130).

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    Management’s Discussion and Analysis August 31, 2021

Remuneration of Directors and key management personnel of the Company was as follows:

⁽¹⁾ Salaries and benefits include sign-on bonuses for certain key management personnel as well as director fees. The board of directors do not have employment or service contracts with the Company. Directors are entitled to director fees and RSU’s for their services and officers are entitled to cash remuneration and share based compensation for their services.

As of August 31, 2021, included in trade and other payables is $0.5 million (August 31, 2020 - $1.1 million) due to related parties with no specific terms of repayment.

As at August 31, 2021, the Company has a receivable of $nil (August 31, 2020 - $0.05 million) from an organization associated with the Company’s former President and CEO and other current directors.

During the year ended August 31, 2021, the Company granted common shares upon hiring key management personnel in the aggregate of:

a) 1.56 million common shares having a fair market value of $1.1 million on the respective start dates of the key Management (December 1, 2020 to May 18, 2021).

b) Common shares on the first, second and third anniversary dates of the greater of up to 2.02 million, 3.55 million and 2.82 million common shares; or common shares having a fair market value of to $1.4 million, $2.5 million and $2.0 million provided that 80% of such issuance shall be guaranteed and 20% shall be subject to certain financial milestones to be determined by the Board of Directors respectively.

The common shares had a value of $7.0 million at grant date that is amortized over the service period. $2.9 million was recognized during the year ended August 31, 2021 (August 31, 2020 - $nil).

Omnibus Equity Incentive Plan

Effective June 26, 2019, the Company adopted the Omnibus Equity Incentive Plan dated June 26, 2019 (the “Omnibus Plan”), which Omnibus Plan was approved by the shareholders at a meeting held on August 16, 2019.

The purposes of the Omnibus Plan are: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to consider the long-term corporate performance of the Company.

The Omnibus Plan provides for the grant of options, restricted share units, deferred share units and performance share units (collectively, the “Omnibus Plan Awards”), all of which are described in detail in the Form 20-F Annual Report for the year ended August 31, 2021.

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    Management’s Discussion and Analysis August 31, 2021

The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan.

Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation.

For more particulars about the Omnibus Plan, we refer you to the Company’s Management Information Circular dated June 26, 2019 or the copy of the Omnibus Plan included with the Form 20-F Annual Report.

The Omnibus Plan replaces all previous equity compensation plans of the Company, including the Restricted Stock Unit Plan and Stock Option Plan.

Critical Accounting Estimates

Assessment of Recoverability of Mineral Property Costs

The deferred cost of mineral properties and their related development costs are deferred until the properties are placed into production, sold or abandoned. These costs will be amortized over the estimated useful life of the properties following the commencement of production. Cost includes both the cash consideration as well as the fair market value of any securities issued on the acquisition of mineral properties. Properties acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. The proceeds from property options granted reduce the cost of the related property and any excess over cost is applied to income the Company’s recorded value of its exploration properties is based on historical costs that expect to be recovered in the future. The Company’s recoverability evaluation is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale.

Assessment of Recoverability of Deferred Income Tax Assets

The Company follows the balance sheet method of accounting for income taxes. Under this method, deferred tax liabilities and assets are recognized for the estimated tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax liabilities and assets are measured using substantively enacted tax rates. The effect on the deferred tax liabilities and assets of a change in tax rates is recognized in the period that the change occurs. Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that is probable that taxable profit will be available against which the deductible temporary difference and the carry forward of unused credits and unused tax losses can be utilized. In preparing the consolidated financial statements, the Company is required to estimate its income tax obligations. This process involves estimating the actual tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. The Company assesses, based on all available evidence, the likelihood that the deferred income tax assets will be recovered from future taxable income and, to the extent that recovery cannot be considered probable, the deferred tax asset is not recognized.

32

    Management’s Discussion and Analysis August 31, 2021

Estimate of Share Based Payments, Warrant Liability, Embedded Derivatives Associated Assumptions

The Company recorded share-based payments based on an estimate of the fair value on the grant date of share based payments issued and reviews its foreign currency denominated warrants each period based on their fair value. The accounting required for the warrant liability and the derivative liability embedded in the gold bullion loan requires estimates of interest rate, life of the warrant, stock price volatility and the application of the Black-Scholes option pricing model. See notes 7 of the August 31, 2021 audited consolidated financial statements for full disclosure.

Critical accounting policies

Mineral Properties

All direct costs related to the acquisition and exploration and development of specific properties are capitalized as incurred. If a property is brought into production, these costs will be amortized against the income generated from the property. If a property is abandoned, sold or impaired, an appropriate charge will be made to the statement of comprehensive loss at the date of such impairment. Discretionary option payments arising on the acquisition of mining properties are only recognized when paid. Amounts received from other parties to earn an interest in the Company's mining properties are applied as a reduction of the mining property and deferred exploration and development costs until all capitalized costs are recovered at which time additional reimbursements are recorded in the statement of comprehensive loss, except for administrative reimbursements which are credited to operations.

Consequential revenue from the sale of metals, extracted during the Company's test mining activities, is recognized on the date the mineral concentrate level is agreed upon by the Company and customer, as this coincides with the transfer of title, the risk of ownership, the determination of the amount due under the terms of settlement contracts the Company has with its customer, and collection is reasonably assured. Revenues from properties earned prior to the commercial production stage are deducted from capitalized costs.

The amounts shown for mining claims and related deferred costs represent costs incurred to date, less amounts expensed or written off, reimbursements and revenue, and do not necessarily reflect present or future values of the particular properties. The recoverability of these costs is dependent upon discovery of economically recoverable reserves and future production or proceeds from the disposition thereof.

The Company reviews the carrying value of a mineral exploration property when events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value of the property exceeds its fair value, the property will be written down to fair value with the provision charged against operations in the year of impairment. An impairment is also recorded when management determines that it will discontinue exploration or development on a property or when exploration rights or permits expire.

Ownership in mineral properties involves certain risks due to the difficulties in determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral interests. The Company has investigated the ownership of its mineral properties, and to the best of its knowledge, ownership of its interests are in good standing.

Capitalized mineral property exploration costs are those directly attributable costs related to the search for, and evaluation of mineral resources that are incurred after the Company has obtained legal rights to explore a mineral property and before the technical feasibility and commercial viability of a mineral reserve are demonstrable. Any costs incurred prior to obtaining the legal right to explore a mineral property are expensed as incurred. Field overhead costs directly related to exploration are capitalized and allocated to mineral properties explored. All other overhead and administration costs are expensed as incurred.

33

    Management’s Discussion and Analysis August 31, 2021

Once an economically viable mineral reserve has been determined for a property and a decision has been made to proceed with development has been approved, acquisition, exploration and development costs previously capitalized to the mineral property are first tested for impairment and then classified as property, plant and equipment under construction.

Impairment of Long-lived Assets

At each date of the statement of financial position, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the assets belong.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of comprehensive loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.

The Company’s most critical accounting estimate relates to the impairment of mineral properties and deferred exploration costs. Management assesses impairment of its exploration prospects quarterly. If an impairment results, the capitalized costs associated with the related project or area of interest are charged to expense.

Asset Retirement Obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of mineral properties and property, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement obligation is added to the carrying amount of the related asset and the cost is amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.

34

    Management’s Discussion and Analysis August 31, 2021

Financial Instruments and Financial Risk Management

Fair Value of Financial Instruments

Convertible debentures and derivative warrant liabilities are classified as fair value through profit and loss. Trade and other payables, leases payable are classified as other financial liabilities, which are measured at amortized cost. Trade and Other Receivables are measured at amortized cost.

The carrying value of the Company’s cash, other receivables, trade and other payables approximate their fair value due to the relatively short-term nature of these instruments.

Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:

· Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

· Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly; and

· Level 3 – Inputs for assets or liabilities that are not based on observable market data.

As of August 31, 2021 and August 31, 2020, cash is recorded at fair value under level 1 within the fair value hierarchy, convertible debentures (Note 24) are classified as Level 3 within the fair value hierarchy, and derivative warrant liabilities (Note 25) are classified as level 3.

The fair value of the convertible debentures at initial recognition and at period-end and at conversion has been calculated using a binomial lattice methodology. This methodology determined the total fair value of the instruments by maximizing the economic benefits to a market participant by comparing the conversion value and hold value over the term of the instruments.

35

    Management’s Discussion and Analysis August 31, 2021

The following table shows the valuation techniques used in measuring Level 3 fair values for derivative warrant liabilities and convertible debentures, as well as the significant unobservable inputs used.

Type	Valuation Technique	Key Inputs	Inter-relationship between significant inputs and fair value measurement
Derivative warrant liabilities	The fair value of the warrant liabilities at the quarter-end has been calculated using a Black-Scholes pricing model combined with a discounted cash flow methodology.	Key observable inputs ·    Share price (August 31, 2021: $0.41, August 31, 2020: $0.835) ·    Risk-free interest rate (August 31, 2021: 0.19% to 0.67%, August 31, 2020: 0.15%) ·    Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs ·     Expected volatility (August 31, 2021: 60% to 70%, August 31, 2020: 51%)	The estimated fair value would increase (decrease) if: ·    The share price was higher (lower)  ·    The risk-free interest rate was higher (lower) ·    The dividend yield was lower (higher) ·    The expected volatility factor was higher (lower) ·    The credit spread was lower (higher)
Convertible debentures	The fair value of the convertible debt during the period was calculated using a binomial lattice methodology.	Key observable inputs* ·    Share price (August 31, 2021: $0.623 to $0.828, August 31, 2020: $ 0.835)  ·    Risk-free interest rate (August 31, 2021: 0.10% to 0.16%, August 31, 2020: 0.13% to 0.15%) ·    Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs* ·    Discount for lack of marketability (DLOM) (August 31, 2021: 5%-15%, August 31, 2020: 20%-21%)	The estimated fair value would increase (decrease) if: ·    The share price was higher (lower)  ·    The risk-free interest rate was higher (lower) ·    The dividend yield was lower (higher) ·    The discount for lack of marketability was lower (higher)

*The range provided for the year ended August 31, 2021 refers to the range used for each assumption for the fair value at the date of the conversions during the period as the balance is nil at period end.

36

    Management’s Discussion and Analysis August 31, 2021

Sensitivity Analysis

For the fair values of derivative warrant liabilities, reasonably possible changes to expected volatility, the significant unobservable input, holding other inputs constant would have the following effects:

Derivative Warrant Liabilities	August 31, 2021
Comprehensive Loss	Increase			Decrease
Expected volatility (20% movement vs. the model input)	$	(716	)	$	720

A summary of the Company's risk exposures as they relate to financial instruments are reflected below:

Credit Risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on the cash balances at the bank and accounts and other receivables and the carrying value of those accounts represent the Company’s maximum exposure to credit risk. The Company’s cash and short-term bank investments are with Schedule 1 banks or equivalents. The amounts receivable consists primarily of amounts due from government taxation authorities. The Company has not recorded an impairment or allowance for credit risk as at August 31, 2021, or August 31, 2020.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company’s bank accounts earn interest income at variable rates. The Company’s future interest income is exposed to changes in short-term rates. As at August 31, 2021, a 1% increase/decrease in interest rates would decrease/increase net loss for the period by approximately $0.1 million (2020 - $0.04 million).

Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at August 31, 2021, the Company had cash of $13.4 million (August 31, 2020 - $4.1 million), current assets of $15.4 million (August 31, 2020 - $5.4 million) and current liabilities of $7.4 million (August 31, 2020 - $10.6 million). Current working capital of the Company is $8.0 million (August 31, 2020 - $5.2 million deficiency). Within working capital, current liabilities include $2.1 million in derivative liabilities. The Company has identified that further funding may be required for working capital purposes, and to finance the Company’s in-fill drilling, exploration program and development of mining assets.

37

    Management’s Discussion and Analysis August 31, 2021

Foreign Currency Risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company has offices in Canada, USA, and Tanzania, but holds cash mainly in United States and Canadian currencies. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar and Tanzanian shillings could have an effect on the Company’s results of operations, financial position, or cash flows. At August 31, 2021, the Company had no hedging agreements in place with respect to foreign exchange rates. As a majority of the transactions of the Company are denominated in US and Tanzanian Shilling currencies, movements in the foreign exchange rates are not expected to have a material impact on the statements of comprehensive loss.

COVID-19

In particular, the Company wishes to highlight that it continues to face risks related to COVID-19, which could continue to significantly disrupt its operations and may materially and adversely affect its business and financial conditions.

In December 2019, a novel strain of the coronavirus emerged in China and the virus has now spread to several other countries, including Canada and the U.S., and infections have been reported globally resulting in a global pandemic. The extent to which COVID-19 will continue to impact the Company's business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the continued spread of COVID- 19 globally could materially and adversely impact the Company's business, including, without limitation, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, restrictions to its drill program and/or the timing to process drill and other metallurgical testing, and other factors that will depend on future developments beyond the Company's control, which may have a material and adverse effect on the its business, financial condition and results of operations.

There can be no assurance that the Company's personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased medical costs / insurance premiums as a result of these health risks.

In addition, a significant outbreak of COVID-19 could result in a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the demand for precious metals and the Company's future prospects.

Disclosure of Outstanding Share Data

As at the date of this MD&A, there were 254,870,556 common shares outstanding, 23,681,052 share purchase warrants outstanding, nil RSUs outstanding, and 7,351,000 stock options outstanding.

Risks Factors

The Company is subject to a number of extraneous risk factors over which it has no control. These factors are common to most exploration companies and include, among others: project ownership and exploration risk, depressed equity markets and related financing risk, commodity price risk, fluctuating exchange rates, environmental risk, insurance risk, sovereign risk. For further details on the risk factors affecting the Company, please see the Company’s Form 20-F Annual Report for year ended August 31, 2021 filed on SEDAR as the Company’s Annual Information Form and as filed with the SEC via Edgar.

38

    Management’s Discussion and Analysis August 31, 2021

Internal Control Over Financial Reporting (“ICFR”)

Management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”) for the Company as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. The Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have conducted an evaluation of the design and effectiveness of the Company’s ICFR as of August 31, 2021. In making this assessment, the Company’s management used the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, Management concluded that ICFR was not effective for the year ended August 31, 2021 due to the following material weaknesses: (i) lack of timely review and approval of certain journal entries and reconciliations; (ii) lack of related oversight and accuracy for recognition of certain charges in the Company’s books; and (iii) lack of adequate oversight related to the development and performance of internal controls. Due to the limited number of personnel in the Company, there are inherent limitations related to segregation of duties amongst personnel to perform adequate oversight, review and approvals.

Remediation of Material Weaknesses

The control deficiencies described above were concluded on by management during the year ended August 31, 2021. The Company has prioritized the remediation of the material weaknesses described above and is working under the oversight of the Audit Committee to resolve the issue.

Specific actions to remediate these material weaknesses include the following:

· Engagement of a local Tanzanian Certified Public Accounting firm to review the Buckreef, Tanzam and Tancan books and records, from the invoice level, to ensure completeness and accuracy of recordkeeping in the appropriate account, entity and period. No material misstatements, either individually or in aggregate were identified.

· Reduced Delegation of Authority limits over cash payments to a zero-dollar approval threshold. Executive management (CFO, COO) and site General Managers review and approve every dollar of expenditure and only advance funds for payment based on approved invoices, signed by site GMs and approved by the CFO and COO.

· Hired a VP Finance and Corporate Controller to supplement review and approval of invoices, journal entries, reconciliations, financial statements and note disclosure to improve segregation of duties and internal controls around financial reporting.

· Hired a Senior Procurement Officer at Buckreef to enhance supply chain controls, approvals and authorizations while improving segregation of duties around the procure to pay process.

· Hired two new inventory storekeepers at Buckreef to improve segregation of duties around inventory management, stock count inspections, supplies reconciliations and inventory controls.

· Enhanced use of ERP to automate certain reconciliations, including fixed asset continuity and depreciation schedules, to eliminate risk of manual spreadsheet errors and to automate more timely review and approval of certain processes.

· Engaging third party service provider to assist in the review, implementation and evaluation of Company’s controls and procedures.

The Company is currently in the process of implementing and documenting its systems of internal controls related to remediate the material weaknesses identified above however has been unable to complete this implementation by the required reporting date due to limited resources. Proposed changes to address the material weaknesses will take time to implement due to, amongst other things, a limited number of staff at the Company.

39

    Management’s Discussion and Analysis August 31, 2021

It is the Company’s intention to formally review, document and implement the Company’s key controls, including ITGCs, ICFR and DC&P as per the COSO 2013 Framework, as well as develop key risk control matrices to mitigate the risk of material weaknesses in the future.

Additional Information

The Company is a Canadian public company listed on the Toronto Stock Exchange trading under the symbol “TNX” and also listed on the NYSE American trading under the symbol “TRX”. Additional information about the Company and its business activities is available on SEDAR at www.sedar.com and the Company’s website at www.tangoldcorp.com.

Approval

The Board of Directors of Tanzanian Gold Corporation has approved the disclosure contained in the interim MD&A. A copy of this interim MD&A will be provided to anyone who requests it. It is also available on the SEDAR website at www.sedar.com

40

    Management’s Discussion and Analysis August 31, 2021

Endnotes

¹ The 360 tpd Plant estimates have not been prepared in accordance with the results of the Company’s 2018 Prefeasibility Study, reflected in the Company’s May 15, 2020 Updated Mineral Resource Estimate. The 18-Month mining plan estimates are based upon an internal mine model reviewed by SGSC and cost inputs as validated by actual mining and processing costs from the 120 tpd test plan over the 9 months ended May 31, 2021. No assurance can be given that the 18-Month Estimate (Monthly Average) will reflect actual results. See “Cautionary Note Regarding Forward-Looking Statements”.

² ‘Total Cash Cost’ includes mine site operating costs such as mining, processing and local administrative costs, royalties, production taxes, mine standby costs and current inventory write downs, if any. Production costs are exclusive of depreciation and depletion, reclamation, capital and exploration costs. Total cash costs are net of by-product sales and are divided by gold ounces sold to arrive at a per ounce figure. Total Cash Costs is a non-IFRS financial performance measure often used in conjunction with conventional IFRS measures to evaluate performance. Total Cash Cost does not have a standardized meaning under IFRS and therefore may not be comparable to similar measures of performance disclosed by other issuers; it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

41

    Management’s Discussion and Analysis August 31, 2021

Cautionary Note Regarding Forward-Looking Statements

Except for statements of historical fact relating to the Company, certain information contained in this MD&A constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s properties; the future prices of base and precious metals; success of exploration activities, cost and timing of future exploration and development; the estimation of mineral reserves and mineral resources; conclusions of economic evaluations; requirements for additional capital; and other statements relating to the financial and business prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, 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 information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments at Buckreef or other mining or exploration projects, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and is inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during permitting; the possibility that future exploration results will not be consistent with the Company’s expectations; timing and availability of external financing on acceptable terms in light of the current decline in global liquidity and credit availability; uncertainty of inferred mineral resources; future prices of base and precious metals; currency exchange rates; government regulation of mining operations; failure of equipment or processes to operate as anticipated; risks inherent in base and precious metal exploration and development including environmental hazards, industrial accidents, unusual or unexpected geological formations; and uncertain political and economic environments. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Without limiting the generality of the foregoing, investors are specifically cautioned that information contained herein relating to the costs of the 360 tpd plant include information which constitutes ‘financial outlook’. While management has carefully considered assumptions related to the 360 tpd plant, actual results may vary from the projections contained herein for a variety of reasons, including technical, political or environmental. The most significant assumptions used in the preparation of the projected costs of the 360 tpd plant related to the extrapolation of actual mining and processing costs from the current 120 tpd oxide test plan over the past 9 months to estimate 360 tpd costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

42

EX-15.3

Exhibit 15.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this annual report on Form 20-F of our report dated November 29, 2021, relating to the consolidated financial statements of Tanzanian Gold Corporation for the years ended August 31, 2021, 2020 and 2019, which appears in Tanzanian Gold Corporation’s Annual Report on Form 20-F for the year ended August 31, 2021, and which is incorporated by reference to Tanzanian Gold Corporation’s Registration Statements on Form F-3 (File Nos. 333-250146; 333-248210; and 333-255526) and Form S-8 (File No. 333-234078) and to the reference to us under the heading “Experts” in the Prospectus of such Registration Statements.

/s/ DMCL LLP

DALE MATHESON CARR-HILTON LABONTE LLP

Chartered Professional Accountants

Vancouver, Canada

December 2, 2021

EX-15.4

Exhibit 15.4

CONSENT OF FRANK CRUNDWELL OF

CM SOLUTIONS (PTY) LTD.

I Frank Crundwell of CM Solutions (Pty) Ltd., in connection with the filing of Tanzanian Gold Corporation’s (the Company’s) Annual Report on Form 20-F for the fiscal year ended August 31, 2021, consents to:

· the use of the technical report titled "Updated Mineral Resource Estimate for the Buckreef Gold Mine Project, Tanzania, East Africa" (the "Technical Report"), with an effective date of May 15, 2020 by the public filing and/or incorporation by reference in the Company’s Annual Report on Form 20-F;

· the incorporated by reference to the Company’s registration statements on Form F-3 ( SEC File Nos.: 333-250146; 333-248210; and 333-255526) and Form S-8 (SEC File No.: 333-234078) (collectively, “Registration Statements”) of the Technical Report;

· the use of and references to my name, including my status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Registration Statements and any such Technical Report; and

· any extracts from or a summary of the Technical Report in the Annual Statement on Form 20-F incorporated by reference to the Registration Statements and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is included or incorporated by reference in the Registration Statements.

I am responsible for authoring, and this consent pertains to, Sections 13 and 17 of the Technical Report.

CM Solutions (Pty) Ltd.

/s/Frank Crundwell                          

Frank Crundwell

Dated: November 29, 2021

EX-15.5

Exhibit 15.5

CONSENT OF WENCESLAUS KUTEKWATEKWA OF

VIRIMAI PROJECTS

I Wenceslaus Kutekwatekwa of Virimai Projects (“Virimai”), in connection with the filing of Tanzanian Gold Corporation’s (the Company’s) Annual Report on Form 20-F for the fiscal year ended August 31, 2021, consents to:

· the use of the technical report titled "Updated Mineral Resource Estimate for the Buckreef Gold Mine Project, Tanzania, East Africa" (the "Technical Report"), with an effective date of May 15, 2020 by the public filing and/or incorporation by reference in the Company’s Annual Report on Form 20-F;

· the incorporated by reference to the Company’s registration statements on Form F-3 ( SEC File Nos.: 333-250146; 333-248210; and 333-255526) and Form S-8 (SEC File No.: 333-234078) (collectively, “Registration Statements”) of the Technical Report;

· the use of and references to Virimai and my name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Registration Statements and any such Technical Report; and

· any extracts from or a summary of the Technical Report in the Annual Statement on Form 20-F incorporated by reference to the Registration Statements and the use of any information derived, summarized, quoted or referenced from the Technical Report, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is included or incorporated by reference in the Registration Statements.

I am responsible for authoring, and this consent pertains to, all sections of the Technical Report excluding Sections 13 and 17.

Virimai Projects (Virimai)

/s/Wenceslaus Kutekwatekwa                          

Wenceslaus Kutekwatekwa

Dated: November 29, 2021

XML

Cover	12 Months Ended
	Aug. 31, 2021 shares
Entity Addresses [Line Items]
Document Type	20-F
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Aug. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--08-31
Entity File Number	001-32500
Entity Registrant Name	TANZANIAN GOLD CORPORATION
Entity Central Index Key	0001173643
Entity Incorporation, State or Country Code	Z4
Entity Address, Address Line One	150 King Street West
Entity Address, Address Line Two	Suite 200
Entity Address, Address Line Three	Toronto
Entity Address, City or Town	Ontario
Entity Address, State or Province	AB
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5H 1J9
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	254,870,556
ICFR Auditor Attestation Flag	true
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	150 King Street West
Entity Address, Address Line Two	Suite 200
Entity Address, Address Line Three	Toronto
Entity Address, City or Town	Ontario
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5H 1J9
City Area Code	844
Local Phone Number	364-1830
Contact Personnel Name	Stephen Mullowney
Contact Personnel Fax Number	860.799.0350
Contact Personnel Email Address	TNXCorporate@tangoldcorp.com

XML

Consolidated Statements of Financial Position - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019
Current Assets
Cash (Note 17)	$ 13,447	$ 4,053	$ 2,547
Amounts receivable (Note 13)	460	547	470
Prepaid and other assets (Note 14)	332	78	91
Inventory (Note 16)	1,179	726	393
Current assets	15,418	5,404	3,501
Property, plant and equipment (Note 6)	2,482	1,738	1,285
Mineral properties and deferred exploration (Note 5)	38,618	30,997	23,859
Assets	56,518	38,139	28,645
Current Liabilities
Trade, other payables and accrued liabilities (Notes 15)	5,263	4,950	4,737
Convertible loan (Note 24)			1,452
Gold bullion loans (Note 22)			3,757
Derivatives in gold bullion loans (Note 22)			977
Convertible debentures (Note 25)		5,089
Derivative warrant liabilities (Note 26)	2,149	551
Current liabilities	7,412	10,590	10,923
Derivative warrant liabilities			3,371
Asset Retirement Obligation (Note 20)	2,681	2,680	554
Liabilities	10,093	13,270	14,848
Shareholders’ equity
Share capital (Note 7)	158,129	135,100	108,218
Share based payment reserve (Note 9)	5,680	2,748	6,413
Warrants reserve (Note 8)	1,606	728	728
Accumulated deficit	(117,457)	(113,453)	(101,986)
Equity attributable to owners of the Company	47,958	25,123	13,373
Non-controlling interests (Note 21)	(1,533)	(254)	424
Total shareholders’ equity	46,425	24,869	13,797
Total Shareholders' Equity and Liabilities	$ 56,518	$ 38,139	$ 28,645

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
Administrative expenses
General and administrative expense (Note 27)	$ 9,027	$ 7,679	$ 3,660
Administrative expenses	(9,027)	(7,679)	(3,660)
Other income (expenses)
Financial instrument related cost and other (Note 28)	4,498	(3,681)	(2,349)
Foreign exchange	(78)	(545)	(200)
Interest, net	(7)	(17)	(13)
Field, camp and exploration costs	(669)	(223)	(144)
Write off of mineral properties and deferred exploration costs (Note 5)			(16,705)
Net loss and comprehensive loss	(5,283)	(12,145)	(23,071)
Loss and comprehensive loss attributable to:
Parent	(4,004)	(11,467)	(22,981)
Non-controlling interests	(1,279)	(678)	(90)
Net loss	$ (5,283)	$ (12,145)	$ (23,071)
Loss per share – basic and diluted attributable to Parent	$ (0.02)	$ (0.07)	$ (0.17)
Weighted average # of shares outstanding – basic and diluted	232,208,260	166,510,691	136,050,492

XML

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Issued capital [member]	Reserve of share-based payments [member]	Reserve For Warrants [Member]	Accumulated other comprehensive income [member]	Equity attributable to owners of parent [member]	Non-controlling interests [member]	Total
Beginning balance, value at Aug. 31, 2018	$ 96,719	$ 7,189	$ 890	$ (79,005)	$ 25,793	$ 514	$ 26,307
Balance, number (in shares) at Aug. 31, 2018	125,162,803
IfrsStatementLineItems [Line Items]
Issued for cash, net of share issue costs	$ 6,724				6,724		6,724
Issued for cash, net of share issue costs (In Shares)	13,435,503
Shares issued for interest on gold loans and convertible loans	$ 528				528		528
Shares issued for interest on gold loans and convertible loans (In Shares)	1,836,229
Shares issued as financing fee for loans (Note 22 and 24)	$ 439				439		439
Shares issued as financing fee for loans (Note 22 and 24) (In Shares)	686,446
Issued for settlement of loans (Note 22 and 24)	$ 2,099				2,099		2,099
Issued for settlement of loans (Note 22 and 24) (In Shares)	7,789,895
Transfer of conversion component on conversion of convertible loans	$ 1,058	(1,058)
Stock options exercised	$ 20				20		20
Stock options exercised (in Shares)	63,333
Transfer of reserve on exercise of options	$ 21	(21)
Warrants issued (Note 7)	$ 162		(162)
Warrants exercised (In Shares)	85,127
Issued in trust for legal appeal	$ 448				448		448
Issued in trust for legal appeal (in Shares)	1,332,222
Conversion component of convertible loans		125			125		125
Share based compensation - Stock options		178			178		178
Net loss for the period				(22,981)	(22,981)	(90)	(23,071)
Ending balance, value at Aug. 31, 2019	$ 108,218	6,413	728	(101,986)	13,373	424	13,797
Balance, number (in shares) at Aug. 31, 2019	150,391,558
IfrsStatementLineItems [Line Items]
Issued for cash, net of share issue costs	$ 3,441				3,441		3,441
Issued for cash, net of share issue costs (In Shares)	6,768,634
Shares issued for interest on gold loans and convertible loans	$ 584				584		584
Shares issued for interest on gold loans and convertible loans (In Shares)	1,463,855
Shares issued as financing fee for loans (Note 22 and 24)	$ 477				477		477
Shares issued as financing fee for loans (Note 22 and 24) (In Shares)	1,025,762
Issued for settlement of loans (Note 22 and 24)	$ 11,382				11,382		11,382
Issued for settlement of loans (Note 22 and 24) (In Shares)	29,267,417
Transfer of conversion component on conversion of convertible loans	$ 4,286	(4,286)
Warrants issued (Note 7)	$ 3,484				3,484		3,484
Warrants exercised (In Shares)	5,434,896
Shares issued for compensation	$ 3,228				3,228		3,228
Shares issued for compensation (In Shares)	5,623,000
Conversion component of convertible loans		613			613		613
Share based compensation - Stock options		8			8		8
Net loss for the period				(11,467)	(11,467)	(678)	(12,145)
Ending balance, value at Aug. 31, 2020	$ 135,100	2,748	728	(113,453)	25,123	(254)	24,869
Balance, number (in shares) at Aug. 31, 2020	199,975,122
IfrsStatementLineItems [Line Items]
Issued for cash, net of share issue costs	$ 23,226				23,226		23,226
Issued for cash, net of share issue costs (In Shares)	38,477,666
Share based compensation - bonus shares accrued		2,933			2,933		2,933
Transfer of conversion component on conversion of convertible loans
Transfer of reserve on exercise of options	1	(1)
Warrants issued (Note 7)	$ (8,710)		878		(7,832)		(7,832)
Warrants exercised (In Shares)
Issued for settlement of convertible debentures (Note 25)	$ 7,015				7,015		7,015
Issued for settlement of convertible debentures (Note 25) (In Shares)	12,150,447
Shares issued for settlement of debts related to convertible and gold loans (Note 15)	$ 1,497				1,497		1,497
Shares issued for settlement of debts related to convertible and gold loans (Note 15) (In Shares)	4,266,321
Options exercised (Note 7)
Options exercised (Note 7) (In Shares)	1,000
Share based compensation - Stock options
Net loss for the period				(4,004)	(4,004)	(1,279)	(5,283)
Ending balance, value at Aug. 31, 2021	$ 158,129	$ 5,680	$ 1,606	$ (117,457)	$ 47,958	$ (1,533)	$ 46,425
Balance, number (in shares) at Aug. 31, 2021	254,870,556

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
Operating
Net loss	$ (5,283)	$ (12,145)	$ (23,071)
Adjustments to reconcile net loss to cash flow from operating activities:
Non-cash items (Note 29)	(1,963)	4,696	19,237
Cash cost of share issuance reflected under financing activities	665
Net change in non-cash operating working capital items:
Amounts receivable	87	(77)	(267)
Inventory	(453)	(333)	3
Prepaid and other assets	(254)	13	(2)
Trade, other payables and accrued liabilities	(316)	1,247	174
Cash used in operating activities	(7,517)	(6,599)	(3,926)
Investing
Mineral properties and deferred exploration costs	(8,117)	(6,418)	(2,169)
Proceeds from gold sales	2,524	368
Purchase of property, plant and equipment	(1,030)	(673)	(18)
Cash used in investing activities	(6,623)	(6,723)	(2,187)
Financing
Issuance of common shares for cash	24,400	3,441	6,883
Issue costs	(1,839)
Repayment of leases	(27)
Proceeds from issuance of convertible debentures	1,000	6,000
Proceeds from issuance of convertible loans		5,164	1,234
Proceeds from issuance of gold loans		223	216
Cash provided by financing activities	23,534	14,828	8,333
Net increase in cash	9,394	1,506	2,220
Cash, beginning of year	4,053	2,547	327
Cash, end of year	13,447	4,053	2,547
Non-cash transactions:
Value of shares issued for interest on loans		584	528
Value of shares issued as financing fee for convertible loans		477	439
Value of shares issued on conversion of loans		11,382	2,099
Value of shares issued for compensation		3,228
Cashless exercise of warrants		3,484	162
Value of shares issued on conversion of debentures	7,015
Warrants issued	(8,710)
Value of shares issued for settlement of debts related to convertible and gold loans	$ 1,497

XML

Nature of Operations and Going Concern

12 Months Ended

Aug. 31, 2021

Nature Of Operations And Going Concern

Nature of Operations and Going Concern

1.  Nature of Operations and Going Concern

The Company was originally incorporated under the corporate name “424547 Alberta Ltd.” in the Province of Alberta on July 5, 1990, under the Business Corporations Act (Alberta). The name of the Company was changed to Tanzanian Gold Corporation on April 11, 2019 (“TanGold”, “Group” or the “Company”). The address of the Company’s registered office is 400 3^rd Avenue SW, Suite 3700, Calgary, Alberta, T2P 4H2, Canada. The Company’s principal business activity is in the exploration and development of mineral property interests. The Company’s mineral properties are located in United Republic of Tanzania (“Tanzania”).

The Company is in the process of exploring, developing, and evaluating its mineral properties. The business of exploring and mining for minerals involves a high degree of risk. The underlying value of the mineral properties is dependent upon the existence and economic recovery of mineral resources and reserves, the ability to raise long-term financing to complete the development of the properties, government policies and regulations, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis; all of which are uncertain.

The amounts shown as mineral properties and deferred exploration expenditures represent costs incurred to date, less amounts amortized and/or written off, and do not necessarily represent present or future values. The underlying value of the mineral properties is entirely dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest, the ability of the Company to obtain the necessary financing to complete development, and future profitable production.

The Company reviews its going concern status, via comparisons to budgets, cash flow forecasts, and access to further financing. At the balance sheet date, the Company had $13.4 million of cash. The Company raises financing for its exploration and development activities in discrete tranches to finance its activities for limited periods only. The Company has identified that further funding may be required for working capital purposes, and to finance the Company’s in-fill drilling, exploration program and development of mining assets. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern. 

These consolidated financial statements do not give effect to any adjustment which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the consolidated financial statements and such adjustments may be material.

XML

Basis of Preparation

12 Months Ended

Aug. 31, 2021

Basis of Preparation

2. Basis of Preparation

2.1 Statement of compliance

The Company’s consolidated financial statements, including comparatives, have been prepared in accordance with and using accounting policies in full compliance with the International Financial Reporting Standards (“IFRS”) and International Accounting Standards (“IAS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting for the year ended August 31, 2021.

These consolidated financial statements were approved and authorized by the Board of Directors of the Company on November 29, 2021.

2.2 Basis of presentation

The consolidated financial statements of the Company as at and for the years ended August 31, 2021, 2020 and 2019 comprise of the Company and its subsidiaries (together referred to as “TanGold”, the “Company” or “Group”).

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as explained in the accounting policies set out in note 3.

Foreign Currency Translation

Functional & presentation currencies

The functional currency of the Company is the US dollar. The functional currency of the Company’s Tanzanian subsidiaries is the US dollar, which is determined to be the currency of the primary economic environment in which the subsidiaries operate.

During the year ended August 31, 2021, the Company changed its presentation currency from the Canadian dollar (“CAD”) to the US dollar. The Company believes that the change in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information to its peers. For more details, see Note 4 of these audited consolidated financial statements.

2.3 COVID-19

The preparation of the condensed consolidated financial statements requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. These consolidated financial statements include estimates, which by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. While there has been increased economic optimism in the early part of 2021 as the global economy continued to show signs of recovery from the impacts of the COVID-19 pandemic, current market conditions may result in additional uncertainties, risks and complexities in management’s determination of the estimates and assumptions used to prepare the Company’s financial results. As the COVID-19 pandemic continues, management cannot reasonably estimate the length or severity of the impact on the Company. As such, actual results may differ from estimates and the effect of such differences may be material.

XML

Summary of Significant Accounting Policies

12 Months Ended

Aug. 31, 2021

Summary of Significant Accounting Policies

3.  Summary of Significant Accounting Policies

3.1 Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries: Tanzania American International Development Corporation 2000 Limited (“Tanzam”), Tancan Mining Co. Limited (“Tancan”), and Buckreef Gold Company Ltd. (“Buckreef Gold”). Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

The consolidated financial statements of the Company set out the assets, liabilities, expenses, and cash flows of the Company and its subsidiaries, namely:

		Ownership interest as at August 31,
	Country of  incorporation		2021		2020
Tanzam	Tanzania		100	%	100	%
Tancan	Tanzania		100	%	100	%
Buckreef Gold	Tanzania		55	%	55	%

All inter-company transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity therein. Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a negative balance.

3.2 Mineral properties and deferred exploration

All direct costs related to the acquisition and exploration and development of specific properties are capitalized as incurred. Any cost incurred prior to obtaining the legal right to explore a mineral property are expensed as incurred. Field overhead costs directly related to exploration are capitalized and allocated to mineral properties explored. All other overhead and administration costs are expensed as incurred. If a property is abandoned, sold or impaired, an appropriate charge will be made to the statement of comprehensive loss at the date of such impairment. Discretionary option payments arising on the acquisition of mining properties are only recognized when paid. Amounts received from other parties to earn an interest in the Company's mining properties are applied as a reduction of the mining property and deferred exploration and development costs until all capitalized costs are recovered at which time additional reimbursements are recorded in the consolidated statement of comprehensive loss, except for administrative reimbursements which are credited to operations.

As the Company is in the exploration stage, it has no significant ongoing sources of revenue. Incidental revenue is generated from the sale of gold bars. In accordance with IFRS 15, the Company recognizes revenue when the gold is shipped to the customer. Delivery of the gold is considered to be the only performance obligation and revenue is measured based on the consideration specified in the contract with the customer. Gold sales generated from bulk sampling activities are treated as a cost recovery against exploration expenses. The Company reviews the carrying value of a mineral property when events or changes in circumstances indicate that the carrying value may not be recoverable.

Examples of such events or changes in circumstances are as follows:

· the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

· substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

· exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

· sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If the carrying value exceeds the fair value, the property will be written down to fair value with a provision charged against operations in the year of impairment. An impairment is also recorded when management determines that it will discontinue exploration or development on a mineral property or when exploration rights or permits expire.

Ownership in mineral properties involves certain risks due to the difficulties in determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral interests.

Once an economically viable reserve has been determined for a property and a decision has been made to proceed with development has been approved, acquisition, exploration and development costs previously capitalized to the mineral property are first tested for impairment and then classified as property, plant and equipment under construction. These costs will be amortized against the income generated from the mineral property.

3.3 Property, plant and equipment

Property, plant and equipment (“PPE”) are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of PPE consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Depreciation is provided at the following rates calculated to write off the cost of PPE, less their estimated residual value, using the straight-line methods over its estimated remaining useful life, or the remaining life of the mine if shorter:

	Straight-line (years to depreciate)
Machinery and equipment	5	to	8
Automotive		5
Computer equipment		3
Leasehold improvements		5
Processing plant		8

An item of PPE is derecognized upon disposal, when held for sale or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statement of comprehensive loss.

Assets under construction are capitalized as construction-in-progress. The cost of construction-in-progress comprises of its purchase price and any costs directly attributable to bringing it into working condition for its intended use. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. Construction-in-progress assets are not depreciated until it is completed and available for use.

The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for PPE and any changes arising from the assessment are applied by the Company prospectively.

Where an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of plant and equipment. Expenditures incurred to replace a component of an item of property, plant and equipment that is accounted for separately, the major inspection and overhaul expenditures of replacement of such a component are capitalized.

3.4 Decommissioning, restoration and similar liabilities (“Asset retirement obligation” or “ARO”)

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of mineral properties and PPE, when those obligations result from the acquisition, construction, development or normal operation of the Company’s assets. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement obligation is added to the carrying amount of the related asset and the cost is amortized as an expense over the economic life of the asset using the declining balance method. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the current market-based discount rate, and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.

3.5 Share based payments

Share based payment transactions

Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment.

Equity settled transactions

The costs of equity settled transactions with employees are measured by reference to the fair value at the date on which they are granted.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense which is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in share-based payment reserve.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

The effect of outstanding options is considered in the computation of earnings per share, if dilutive.

3.6 Taxation

Income tax expense represents the sum of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the date of the statement of financial position.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

· where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

· in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

· where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

· in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at the date of the statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the date of the statement of financial position and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

Deferred income tax relating to items recognized directly in equity is recognized in equity.

Deferred income tax assets and liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Sales tax

Expenses and assets are recognized net of the amount of sales tax, except:

· when the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable; or

· when receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.

3.7 Loss per share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding restricted stock units, share purchase warrants, convertible debt, and stock options, in the weighted average number of common shares outstanding during the year, if dilutive. Because the Company incurred net losses, the effect of the dilutive instruments would be anti-dilutive and therefore diluted loss per share equals basic loss per share.

3.8 Financial instruments

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss (“FVTPL”), amortized cost, or fair value through other comprehensive income (“FVOCI”). The Company determines the classification of its financial assets at initial recognition.

· FVTPL

Financial assets are classified at FVTPL if they do not meet the criteria to be classified at amortized cost or fair value through OCI. Gains or losses on these items are recognized in net earnings or loss.

· Amortized cost

Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not designated as at FVTPL: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows and 2) the asset’s contractual cash flows represent “solely payments of principal and interest”. The Company’s other receivables are recorded at amortized cost as they meet the required criteria. A provision is recorded when the estimated recoverable amount of the financial asset is lower than the carrying amount. At each statement of financial position date, the Company assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at amortized cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk. When sold or impaired, any accumulated fair value adjustments previously recognized are included in profit or loss.

· FVOCI

For equity securities that are not held for trading, the Company can make an irrevocable election at initial recognition to classify the instruments at FVOCI, with all subsequent changes in fair value being recognized in other comprehensive income (“OCI”). This election is available for each separate investment. Under this new FVOCI category, fair value changes are recognized in OCI while dividends are recognized in profit or loss. On disposal of the investment, the cumulative fair value change remains in OCI and is not recycled to net earnings or loss.

· Reclassifications

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Derivative warrant liabilities

Foreign currency denominated warrants (not including compensation warrants), are considered a derivative as they are not indexed solely to the entity’s own stock. During the year ended August 31, 2020, the foreign currency denominated warrants were exercised in full.

During the year ended August 31, 2021 the Company issued convertible debentures with detachable warrants for the Company’s common shares. The warrants are classified as a derivative financial liability as they are potentially exercisable in cash or on a cashless basis resulting in a variable number of shares being issued. The warrants are initially recognized at fair value and subsequently measured at fair value with changes recognized through profit or loss.

The Company uses the Black-Scholes pricing model to estimate fair value at each exercise and period end date.

Agent warrants and warrants

Warrants issued to agents in connection with an equity financing are recorded at fair value and charged to share issue costs associated with the offering with an offsetting credit to warrants reserve in shareholders’ equity.

Warrants included in units offered to subscribers in connection with financings are valued using the residual value method whereby proceeds are first allocated to the fair value of the shares and the excess if any, allocated to the warrants.

Financial liabilities

Trade, other payables and accrued liabilities, gold and convertible loans payable, and lease payable are accounted for at amortized cost.

During the year ended August 31, 2021, the Company issued convertible debentures containing embedded derivatives that are not closely related to the host. The Company elected to measure the convertible debentures at FVTPL.

For financial liabilities designated at FVTPL, any impact on fair value due to changes in credit risk are presented in OCI. During the year, there was no impact on fair value due to changes in credit risk.

Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.

Impairment of non-financial assets

At the date of the statement of financial position, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is an indication that those assets may be impaired. If any, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of the asset (or cash-generating unit) is estimated to be less than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of comprehensive loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.

Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand, and short-term deposits with an original maturity of three months or less, which are readily convertible into a known amount of cash.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are considered to be related if they are subject to common control or are controlled by parties that have significant influence over the entity. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount, being the amount agreed by the parties to the transaction.

Foreign currency transactions

Functional and presentation currency

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and each of its subsidiaries is the US dollar. The presentation currency of the Company is the US dollar.

Transactions and balances

Foreign currency transactions are recorded at the rate of exchange existing on the transaction date. Foreign currency monetary assets and liabilities are translated at the rate of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items measured at historical cost continued to be carried at the exchange rates at the dates of the transactions. Non-monetary items measured at fair value are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of is treated in line with the recognition of the gain or loss on the change in fair value of such an item.

Group companies

The results and financial position of all the consolidated entities are translated in to the presentation currency as follows:

· assets and liabilities for each statement of financial position presented are translated at the exchange rate on the date of the statement of financial position,

· income and expenses for each statement of comprehensive loss are translated at the average exchange rate in effect during the reporting period; and

· all resulting exchange differences are recognized in accumulated other comprehensive income.

Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make judgements and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its judgements and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgements and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. The most significant estimates relate to the appropriate depreciation rate for property, plant and equipment, the valuation of warrant liability, the recoverability of other receivables, the valuation of deferred income tax amounts, the impairment on mineral properties and deferred exploration and property, plant and equipment and the calculation of share-based payments. The most significant judgements relate to the recognition of deferred tax assets and liabilities and asset retirement obligations, the determination of the economic viability of a project or mineral property, the date of commencement of commercial production, and the determination of functional currencies.

Inventory

Stockpiled ore and consumables are measured at the lower of cost or net realizable value. Net realizable value is the estimated future sales price of a product the Company expects to realize when the product is processed and sold, less estimated costs to complete production and bring the product to sale. Where the time value of money is material, these future prices and costs to complete are discounted. Any provision for obsolescence is determined by reference to specific products. A regular review is undertaken to determine the extent of any provision for obsolescence.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

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Change in Presentation Currency

12 Months Ended

Aug. 31, 2021

Change In Presentation Currency

Change in Presentation Currency

4. Change in Presentation Currency

Effective September 1, 2020, the Company changed its presentation currency to US dollars from Canadian dollars. The Company believes that the change in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information to peers. The change in presentation currency represents a voluntary change in accounting policy, which is accounted for retrospectively. The consolidated financial statements for all periods presented have been translated into the new presentation currency in accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates.

The consolidated statements of comprehensive loss and the consolidated statements of cash flows have been translated into the presentation currency using the average exchange rates prevailing during each reporting period. In the consolidated statements of financial position, all assets and liabilities have been translated using the period end exchange rates, and all resulting exchange differences have been recognized in accumulated deficit. Asset and liability amounts previously reported in Canadian dollars have been translated into US dollars as at September 1, 2019, and August 31, 2020, using the period end exchange rates of 1.3028 CAD/USD, 1.3307 CAD/USD, respectively, and shareholders’ equity balances have been translated using historical rates in effect on the date of the transactions.

The change in presentation currency resulted in the following impact on the September 2019 opening consolidated statement of financial position:

	As at September 1, 2019
	Reported at September 1, 2019 in CAD			Presentation currency change			Restated at September 1, 2019 in USD
Consolidated statement of financial position
Cash		3,389			(842	)		2,547
Other current assets		1,269			(315	)		954
Non-current assets		33,461			(8,317	)		25,144
Total assets		38,119			(9,474	)		28,645
Current liabilities		(14,531	)		3,608			(10,923	)
Long term debt		(5,224	)		1,299			(3,925	)
Total liabilities		(19,755	)		4,907			(14,848	)
Share capital		142,252			(34,034	)		108,218
Reserves		9,407			(2,266	)		7,141
Accumulated deficit and other comprehensive income		(133,877	)		31,891			(101,986	)
Non-controlling interests		582			(158	)		424
Total shareholders’ equity		18,364			(4,567	)		13,797

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of financial position:

	As at August 31, 2020
		Reported at August 31, 2020 in CAD		Presentation currency change		Restated at August 31, 2020 in USD
Consolidated statement of financial position
Cash		5,294		(1,241	)	4,053
Other current assets		1,764		(413	)	1,351
Non-current assets		42,753		(10,018	)	32,735
Total assets		49,811		(11,672	)	38,139
Current liabilities		(13,831	)	3,241		(10,590	)
Long term debt		(3,500	)	820		(2,680	)
Total liabilities		(17,331	)	4,061		(13,270	)
Share capital		178,397		(43,297	)	135,100
Reserves		4,482		(1,006	)	3,476
Accumulated deficit and other comprehensive income		(150,037	)	36,584		(113,453	)
Non-controlling interests		(362	)	108		(254	)
Total shareholders’ equity		32,480		(7,611	)	24,869

The change in presentation currency resulted in the following impact on the August 31, 2019 consolidated statement of comprehensive loss:

	Reported at August 31, 2019 in CAD		Presentation currency change	Restated at August 31, 2019 in USD
General and administrative expense	(4,853	)	1,193	(3,660	)
Other income (expense)	(25,565	)	6,154	(19,411	)
Net loss and comprehensive loss	(30,418	)	7,347	(23,071	)
Earnings per share – basic and diluted	(0.22	)	0.05	(0.17	)

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of comprehensive loss:

	Reported at August 31, 2020 in CAD		Presentation currency change	Restated at August 31, 2020 in USD
General and administrative expense	(10,327	)	2,648	(7,679	)
Other income (expense)	(5,895	)	1,429	(4,466	)
Net loss and comprehensive loss	(16,222	)	4,077	(12,145	)
Earnings per share – basic and diluted	(0.10	)	0.03	(0.07	)

The change in presentation currency resulted in the following impact on the August 31, 2019 consolidated statement of cash flows:

	Reported at August 31, 2019 in CAD		Presentation currency change		Restated at August 31, 2019 in USD
Cash used in operating activities	(4,818	)	892		(3,926	)
Cash used in investing activities	(3,052	)	865		(2,187	)
Cash provided by financing activities	10,833		(2,500	)	8,333
Net increase in cash	2,963		(743	)	2,220
Cash beginning of year	426		(99	)	327
Cash end of year	3,389		(842	)	2,547

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of cash flows:

	Reported at August 31, 2020 in CAD		Presentation currency change		Restated at August 31, 2020 in USD
Cash used in operating activities	(8,564	)	1,965		(6,599	)
Cash used in investing activities	(9,117	)	2,394		(6,723	)
Cash provided by financing activities	19,585		(4,757	)	14,828
Net increase in cash	1,904		(398	)	1,506
Cash beginning of year	3,389		(842	)	2,547
Cash end of year	5,293		(1,240	)	4,053

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Mineral Properties and Deferred Exploration

12 Months Ended

Aug. 31, 2021

Mineral Properties And Deferred Exploration

Mineral Properties and Deferred Exploration

5.  Mineral Properties and Deferred Exploration

The Company explores or acquires gold or other precious metal concessions through its own efforts or through the efforts of its subsidiaries. All of the Company’s concessions are located in Tanzania.

The continuity of expenditures on mineral properties is as follows:

		Buckreef (a)			Kigosi (b)			Itetemia			Luhala			Total
Balance, August 31, 2018		21,617			9,588			4,553			2,554			38,311
Exploration expenditures:
Camp, field supplies and travel		146			-			-			-			146
License fees and exploration and field overhead		650			8			-			2			660
Geological consulting and field wages		56			-			-			-			56
Trenching and drilling		1,390			-			-			-			1,390
		2,242			8			-			2			2,252
Write-offs		-			(9,596	)		(4,553	)		(2,556	)		(16,705	)
Balance, August 31, 2019	$	23,859		$	-		$	-		$	-		$	23,859
Exploration expenditures:
Camp, field supplies and travel		368			-			-			-			368
License fees and exploration and field overhead		863			-			-			-			863
Geological consulting and field wages		729			-			-			-			729
Trenching and drilling		2,663			-			-			-			2,663
Mine design		597			-			-			-			597
Change in estimate of asset retirement obligation		2,048			-			-			-			2,048
Gold sales		(368	)		-			-			-			(368	)
Payments to STAMICO as per Joint Venture agreement		239			-			-			-			239
Balance, August 31, 2020	$	30,997		$	-		$	-		$	-		$	30,997
Exploration expenditures:
Camp, field supplies and travel		356			-			-			-			356
License fees and exploration and field overhead		2,809			-			-			-			2,809
Geological consulting and field wages		3,150			-			-			-			3,150
Trenching and drilling		605			-			-			-			605
Mine design		1,321			-			-			-			1,321
Mining and processing costs		987			-			-			-			987
Change in estimate of asset retirement obligation		(133	)		-			-			-			(133	)
Gold sales		(2,524	)		-			-			-			(2,524	)
Payments to STAMICO as per Joint Venture agreement		1,050			-			-			-			1,050
Balance, August 31, 2021	$	38,618		$	-		$	-		$	-		$	38,618

Buckreef Gold Project:

The joint venture agreement contains a penalty clause related to the original commissioning date for the plant. The clause only became effective in the event the plant was not brought into commercial production before a specified future date. During the year ended August 31, 2021, the Company settled the delay penalty of $0.75 million for the third extension year and agreed to pay the penalty in 6 monthly installments of $0.125 million with retrospective effect from January to June 2021. During 2021 the Company paid the final installments and STAMICO shall have no further claim related to delay penalties.

Kigosi, Itetemia and Luhala:

During 2019 the Company received notices of cancellation and rejection of the mining licenses applications for Kigosi and Itetemia, for failure to have complied with various regulations. As a result, the Company recorded a write-off of $14.1 million for the year ended August 31, 2019 related to these properties pending the result of the appeal. The Company also recorded a write-off of $2.6 million related to Luhala as it did not plan any further exploration on the property.

During the year ended August 31, 2021, the Company withdrew its appeals related to the cancellation of the Kigosi and Itetemia Mining Licenses.

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Property, Plant and Equipment

12 Months Ended

Aug. 31, 2021

Property, Plant and Equipment

6.  Property, Plant and Equipment

		Processing plant and related infrastructure		Machinery and equipment			Other			Total
Cost
As at September 1, 2019	$	2,211	$	1,060		$	93		$	3,364
Additions		446		183			68			697
Disposals		-		(23	)		-			(23	)
As at August 31, 2020	$	2,657	$	1,220		$	161		$	4,038
Additions		622		437			-			1,059
Disposals1		-		(703	)		(79	)		(782	)
As at August 31, 2021	$	3,279	$	954		$	82		$	4,315
Accumulated depreciation
As at September 1, 2019	$	1,057	$	957		$	66		$	2,080
Depreciation expense		155		58			7			220
As at August 31, 2020	$	1,212	$	1,015		$	73		$	2,300
Depreciation expense		128		144			14			286
Disposals1		-		(686	)		(67	)		(753	)
As at August 31, 2021	$	1,340	$	473		$	20		$	1,833
Net book value
As at August 31, 2020	$	1,445	$	205		$	88		$	1,738
As at August 31, 2021	$	1,939	$	481		$	62		$	2,482

¹ During the period the Company retired assets with a net book value of $29 for a loss on disposal of $27.

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Capital Stock

12 Months Ended

Aug. 31, 2021

Capital Stock

7.  Capital Stock

Share Capital

The Company’s Restated Articles of Incorporation authorize the Company to issue an unlimited number of common shares.

	Number of units	$	(000	’s)
Balance at September 1, 2019	150,391,558	$	108,218
Issued for cash, net of share issue costs	6,768,634		3,441
Shares issued for settlement of convertible and gold loans	29,267,417		11,382
Transfer of conversion component on conversion of convertible loans	-		4,286
Shares issued for interest on gold and convertible loans	1,463,855		584
Shares issued for services	5,623,000		3,228
Finders fees on convertible and gold bullion loans	1,025,762		477
Warrants exercised	5,434,896		3,484
Balance at August 31, 2020	199,975,122	$	135,100
Issued for cash, net of share issue costs	38,477,666		23,226
Warrants issued	-		(8,710	)
Issued for settlement of convertible debentures (Note 25)	12,150,447		7,015
Issued for settlement of debts related to convertible and gold loans (Note 25)	4,266,321		1,497
Options exercised	1,000		-
Transfer of reserve on exercise of options	-		1
Balance at August 31, 2021	254,870,556	$	158,129

Activity during the year ended August 31, 2021:

On February 11, 2021, the Company completed the sale of 32,923,078 common shares together with warrants to purchase 16,461,539 common shares for $21.4 million. The common shares and warrants were issued at $0.65 for each common share and a purchase warrant with the right of each whole warrant to purchase one common share at $0.80 for a period of five years from the issue date. The Company also issued 1,152,307 broker warrants with the same terms and incurred commission and other costs of $1.8 million out of which $0.7 million was allocated to the warrants issued in the unit and expensed in the statement of comprehensive loss. The warrants issued with the common shares are classified as a liability (Note 26). The broker warrants are considered an equity-settled share-based payment transaction and are measured at their fair value and classified as equity.

On December 23, 2020, the Company completed the sale of 5,554,588 common shares together with warrants to purchase 2,777,268 common shares for $3.0 million in the aggregate. The common shares and warrants were issued at $0.54 for each common share and a one-half purchase warrant with the right of each whole warrant to purchase one common share at $1.50 for a period of three years from the issue date. The warrants are classified as equity.

During the year ended August 31, 2021 $7.0 million of Tranche A Convertible Debentures (Note 25), representing the entire outstanding balance, were converted and retired resulting in the issuance of 12,150,447 common shares of the Company. The fair value of the convertible debentures at the dates of conversion was aggregate $7.0 million.

Activity during the year ended August 31, 2020:

During the year ended August 31, 2020, the Company issued 6,768,634 common shares at an average price of $0.575 per common share, raising an aggregate net proceeds, net of share issue costs of $0.5 million, of $3.4 million.

During the year ended August 31, 2020, 4,017,857 warrants expiring on September 26, 2021 were exercised by way of cashless exercise into 5,434,896 common shares of the Company which resulted in the transfer of the associated value of $3.5 million from warrant liability to share capital.

During the year ended August 31, 2020, 1,463,855 shares were issued at an average price of $0.41 per share for total issued value of $0.6 million for payment of interest (see Notes 22 and 24 for details).

On April 15, 2020 the Company issued 5,623,000 common shares at a price of $0.57 per share with total value of $3.2 million for compensation to various officers, directors, consultants and employees.

Warrant issuances:

Activity during the year ended August 31, 2021:

During the year ended August 31, 2021, the Company issued 2,777,268 three-year warrants with an exercise price of $1.50 as well as 16,461,539 five-year warrants with an exercise price of $0.80 pursuant to the equity financings described above.

The 2,777,268 three-year warrants were ascribed a fair value of $0.4 million which was valued using the Black-Scholes pricing model with the following assumptions: dividend yield 0%; risk free interest 0.18%; volatility 69% and an expected life of 36 months. The warrants were recognized under reserve for warrants on the statement of financial position.

The 16,461,539 five-year warrants were ascribed a fair value of $7.8 million which was valued using the Black-Scholes pricing model with the following assumptions: dividend yield 0%; risk free interest 0.46%; volatility 62% and an expected life of 60 months. The warrants were recognized under warrant liability on the consolidated statement of financial position (Note 26).

The 1,152,307 five-year warrants issued to the brokers were ascribed a fair value of $0.5 million which was valued using the Black-Scholes pricing model with the following assumptions: dividend yield 0%; risk free interest 0.46%; volatility 62% and an expected life of 60 months. The warrants were recognized under warrant reserve on the statement of financial position.

Activity during the year ended August 31, 2020:

During the year ended August 31, 2020, the Company issued three-year warrants with an exercise price of $1.2125 to the debenture holders pursuant to the convertible debenture financing described in Note 25.

Warrants and Compensation Options outstanding:

The continuity of outstanding warrants for the years ended August 31, 2021 and 2020 is as follows:

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2019		4,305,758			1.09
Warrants exercised		(4,017,857	)		1.10
Warrants issued		3,002,037			1.21
Balance – August 31, 2020		3,289,938			1.19
Warrants issued		20,391,114			0.89
Balance – August 31, 2021		23,681,052			0.94

At August 31, 2021, the following warrants and compensation warrants were outstanding:

	Number of  Warrants		Exercise price	Expiry date
Private placement financing agent warrants - September 1, 2016	73,616	$	0.8718	September 1, 2021
Private placement financing agent warrants - September 26, 2016	214,285	$	0.9515	September 26, 2021
Convertible debenture warrants - July 27, 2020	3,002,037	$	1.2125	July 27, 2023
Private placement financing warrants - December 23, 2020	2,777,268	$	1.50	December 23, 2023
Private placement financing warrants - February 11, 2021	16,461,539	$	0.80	February 11, 2026
Private placement financing broker warrants - February 11, 2021	1,152,307	$	0.80	February 11, 2026
Balance, August 31, 2021	23,681,052		-	-

The outstanding warrants have a weighted average exercise price of $0.94 and weighted average remaining contractual life of 3.8 years.

Omnibus Equity Incentive Plan

Effective June 26, 2019, the Company adopted the Omnibus Equity Incentive Plan dated June 26, 2019 (the “Omnibus Plan”), which Omnibus Plan was approved by the shareholders at a meeting held on August 16, 2019.

The purposes of the Omnibus Plan are: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to take into account the long-term corporate performance of the Company.

The Omnibus Plan provides for the grant of options, restricted share units, deferred share units and performance share units (collectively, the “Omnibus Plan Awards”), all of which are described in detail in the Form 20-F Annual Report for the year ended August 31, 2021.

The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan.

Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation.

As at August 31, 2021, the Company had 12,513,055 (August 31, 2020 – 7,022,512) options available for issuance under the Omnibus Plan.

The continuity of outstanding stock options for the years ended August 31, 2021 and 2020 is as follows:

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2019 and 2020		7,352,000			CAD $0.41
Options exercised		(1,000	)		CAD $0.40
Balance – August 31, 2021		7,351,000			CAD $0.41

Options to purchase common shares carry exercise prices and terms to maturity as follows:

				Remaining
Exercise price (1)	Number of options		Expiry	contractual
Outstanding $	Outstanding	Exercisable	Date	life (years) (1)
CAD $0.40	3,719,000	3,719,000	September 29, 2026	5.1
CAD $0.43	3,532,000	3,532,000	October 11, 2026	5.1
CAD $0.35	100,000	100,000	January 2, 2028	6.3
CAD $0.41	7,351,000	7,351,000		5.1

^{(1) Total represents weighted average.}

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Reserve for warrants

12 Months Ended

Aug. 31, 2021

Reserve For Warrants

Reserve for warrants

8. Reserve for warrants

Year ended		August 31, 2021		August 31, 2020
Balance at beginning of year	$	728	$	728
Warrants issued (Note 7)		878		-
Balance at end of year	$	1,606	$	728

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Reserve for share based payments

12 Months Ended

Aug. 31, 2021

Reserve for share based payments

9. Reserve for share based payments

Year ended		August 31, 2021			August 31, 2020
Balance at beginning of year	$	2,748		$	6,413
Share based compensation – Stock options		-			8
Share based compensation – Common shares (Note 10)		2,933			-
Conversion component of convertible loans		-			613
Transfer of reserve on exercise of options		(1	)		-
Transfer of reserve on conversion of convertible loans (Note 7)		-			(4,286	)
Balance at end of year	$	5,680		$	2,748

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Related party transactions

12 Months Ended

Aug. 31, 2021

Related party transactions

10. Related party transactions

Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

The Company entered into the following transactions with related parties:

Year ended August 31,		2021		2020		2019
Consulting 1,2	$	46	$	178	$	153

^1. During the year ended August 31, 2021, consulting and website/data back-up services were provided by Giancarlo Volo, the Company’s former Director of Operations – Africa, and companies related to him (2021 - $21, 2020 - $18, 2019 - $23). Effective May 31, 2021, these related party services have been discontinued and a new arm’s length party has been engaged to provide these website and data back-up services prospectively.

^2. During the year ended August 31, 2021, consulting services were provided by a company controlled by Ulli Rath, a former Director of the Company (2021 - $25, 2020 - $160, 2019 - $130).

Remuneration of Directors and key management personnel of the Company was as follows:

Year ended August 31,		2021		2020		2019
Salaries and benefits1	$	1,695	$	643	$	519
Share based payments		2,933		2,503		-
Total	$	4,628	$	3,146	$	519

(1) Salaries and benefits include sign-on bonuses for certain key management personnel as well as director fees. The board of directors do not have employment or service contracts with the Company. Directors are entitled to director fees and RSU's for their services and officers are entitled to cash remuneration and share based compensation for their services.

As of August 31, 2021, included in trade and other payables is $0.5 million (August 31, 2020 - $1.1 million) due to related parties with no specific terms of repayment.

As at August 31, 2021, the Company has a receivable of $nil (August 31, 2020 - $0.05 million) from an organization associated with the Company’s former President and CEO and other current directors.

During the year ended August 31, 2021, the Company granted common shares upon hiring key management personnel in the aggregate of:

a) 1.56 million common shares having a fair market value of $1.1 million on the respective start dates of the key Management (December 1, 2020 to May 18, 2021).

b) Common shares on the first, second and third anniversary dates of the greater of up to 2.02 million, 3.55 million and 2.82 million common shares; or common shares having a fair market value of to $1.4 million, $2.5 million and $2.0 million provided that 80% of such issuance shall be guaranteed and 20% shall be subject to certain financial milestones to be determined by the Board of Directors respectively.

The common shares had a value of $7.0 million at grant date that is amortized over the service period. $2.9 million was recognized during the year ended August 31, 2021 (August 31, 2020 - $nil) .

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Management of Capital

12 Months Ended

Aug. 31, 2021

Management of Capital

11. Management of Capital

The Company's objective when managing capital is to obtain adequate levels of funding to support its exploration and development activities, to obtain corporate and administrative functions necessary to support organizational functioning, to obtain sufficient funding to further the identification and development of precious metals deposits, and to develop and construct low cost heap leach gold production mines.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital to include its shareholders’ equity. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and may raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the year ended August 31, 2021. The Company is not subject to externally imposed capital requirements.

The Company considers its capital to be shareholders’ equity, which is comprised of share capital, reserves, and deficit, which as at August 31, 2021 totaled $47.9 million (August 31, 2020 - $25.1 million).

The Company raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily secured through equity capital raised by way of private placements, however, debt and other financing alternatives may be utilized as well. There can be no assurance that the Company will be able to continue raising equity capital in this manner.

The Company invests all capital that is surplus to its immediate operational needs in short term, liquid and highly rated financial instruments, such as cash, and short-term guarantee deposits, all held with major North American financial institutions and North American treasury deposits.

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Financial Instruments

12 Months Ended

Aug. 31, 2021

Financial Instruments

12. Financial Instruments

Fair Value of Financial Instruments

Cash, derivatives in gold bullion loans, convertible debentures, and derivative warrant liabilities are classified as fair value through profit and loss. Trade and other payables are classified as other financial liabilities, which are measured at amortized cost. Trade and Other Receivables are measured at amortized cost.

The carrying value of the Company’s cash, other receivables, trade and other payables approximate their fair value due to the relatively short-term nature of these instruments.

Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:

· Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

· Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly;

· Level 3 – Inputs for assets or liabilities that are not based on observable market data.

As of August 31, 2021 and August 31, 2020, cash is recorded at fair value under level 1 within the fair value hierarchy, convertible debentures (Note 25) are classified as Level 3 within the fair value hierarchy, and derivative warrant liabilities (Note 26) are classified as level 3.

The fair value of the convertible debentures at initial recognition and at period-end and at conversion has been calculated using a binomial lattice methodology. This methodology determined the total fair value of the instruments by maximizing the economic benefits to a market participant by comparing the conversion value and hold value over the term of the instruments.

The following table shows the valuation techniques used in measuring Level 3 fair values for derivative warrant liabilities and convertible debentures, as well as the significant unobservable inputs used.

Type	Valuation Technique	Key Inputs	Inter-relationship between significant inputs and fair value measurement
Derivative warrant liabilities	The fair value of the warrant liabilities at the year-end has been calculated using a Black-Scholes pricing model combined with a discounted cash flow methodology.	Key observable inputs ·      Share price (August 31, 2021: $0.41, August 31, 2020: $0.835) ·      Risk-free interest rate (August 31, 2021: 0.19% to 0.67%, August 31, 2020: 0.15%) ·      Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs ·      Expected volatility (August 31, 2021: 60% to 70%, August 31, 2020: 51%)	The estimated fair value would increase (decrease) if: ·      The share price was higher (lower) ·      The risk-free interest rate was higher (lower) ·      The dividend yield was lower (higher) ·      The expected volatility factor was higher (lower) ·      The credit spread was lower (higher)
Convertible debentures	The fair value of the convertible debt during the period was calculated using a binomial lattice methodology.	Key observable inputs* ·      Share price (August 31, 2021: $0.623 to $0.828, August 31, 2020: $ 0.835) ·      Risk-free interest rate (August 31, 2021: 0.10% to 0.16%, August 31, 2020: 0.13% to 0.15%) ·      Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs* ·      Discount for lack of marketability (DLOM) (August 31, 2021: 5%-15%, August 31, 2020: 20%-21%)	The estimated fair value would increase (decrease) if: ·      The share price was higher (lower) ·      The risk-free interest rate was higher (lower) ·      The dividend yield was lower (higher) ·      The discount for lack of marketability was lower (higher)

*The range provided for the year ended August 31, 2021 refers to the range used for each assumption for the fair value at the date of the conversions during the period as the balance is $nil at year end.

Sensitivity Analysis

For the fair values of derivative warrant liabilities, reasonably possible changes to expected volatility, the significant unobservable input, holding other inputs constant would have the following effects:

Derivative Warrant Liabilities	August 31, 2021
Comprehensive Loss		Increase			Decrease
Expected volatility (20% movement vs. the model input)	$	(716	)	$	720

A summary of the Company's risk exposures as they relate to financial instruments are reflected below:

Credit Risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on the cash balances at the bank and accounts and other receivables and the carrying value of those accounts represent the Company’s maximum exposure to credit risk. The amounts receivable consists primarily of amounts due from government taxation authorities. The Company has not recorded an impairment or allowance for credit risk as at August 31, 2021, or August 31, 2020.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company’s bank accounts earn interest income at variable rates. The Company’s future interest income is exposed to changes in short-term rates. As at August 31, 2021, a 1% increase/decrease in interest rates would decrease/increase net loss for the period by approximately $0.1 million (2020 - $0.04 million).

Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at August 31, 2021, the Company had cash of $13.4 million (August 31, 2020 - $4.1 million), current assets of $15.4 million (August 31, 2020 - $5.4 million) and current liabilities of $7.4 million (August 31, 2020 - $10.6 million). Current working capital of the Company is $8.0 million (August 31, 2020 - $5.2 million deficiency). Within working capital, current liabilities include $2.1 million in derivative liabilities. The Company has identified that further funding may be required for working capital purposes, and to finance the Company’s in-fill drilling, exploration program and development of mining assets.

Foreign Currency Risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company has offices in Canada, USA, and Tanzania, but holds cash mainly in Canadian and United States currencies. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar and Tanzanian shillings could have an effect on the Company’s results of operations, financial position, or cash flows. At August 31, 2021, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions of the Company are denominated in US and Tanzanian Shilling currencies, movements in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.

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Amounts receivable

12 Months Ended

Aug. 31, 2021

Amounts receivable

13. Amounts receivable

The Company’s amounts receivable arise from two main sources: receivables due from related parties, harmonized services tax (“HST”) and value added tax (“VAT”) receivable from government taxation authorities. These are broken down as follows:

		August 31, 2021		August 31, 2020		September 1, 2019
Receivable from related parties	$	-	$	48	$	59
HST and VAT receivable		432		499		411
Other		28		-		-
Amounts Receivable	$	460	$	547	$	470

Below is an aged analysis of the Company’s amounts receivable:

		August 31, 2021		August 31, 2020		September 1, 2019
Less than 1 month	$	23	$	97	$	66
1 to 3 months		43		77		83
Over 3 months		394		373		321
Total Amounts Receivable	$	460	$	547	$	470

At August 31, 2021, the Company anticipates full recovery of these amounts and therefore no impairment has been recorded against these receivables. The credit risk on the receivables has been further discussed in Note 12.

The Company holds no collateral for any receivable amounts outstanding as at August 31, 2021.

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Prepaid and other assets

12 Months Ended

Aug. 31, 2021

Prepaid and other assets

14. Prepaid and other assets

		August 31, 2021		August 31, 2020		September 1, 2019
Insurance	$	54	$	20	$	11
Listing fees		32		31		30
Drilling		200		-		-
Legal retainers and other		46		27		50
Total Prepaid Expenses	$	332	$	78	$	91

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Trade, other payables and accrued liabilities

12 Months Ended

Aug. 31, 2021

Trade, other payables and accrued liabilities

15. Trade, other payables and accrued liabilities

Trade and other payables of the Company are principally comprised of amounts outstanding for trade purchases relating to exploration activities and payroll liabilities. The usual credit period taken for trade purchases is between 30 to 90 days.

The following is an aged analysis of the trade, other payables and accrued liabilities:

		August 31, 2021		August 31, 2020		September 1, 2019
Less than 1 month	$	2,161	$	2,353	$	638
1 to 3 months		119		518		307
Over 3 months		2,983		2,079		3,792
Total Trade, Other Payables and Accrued Liabilities	$	5,263	$	4,950	$	4,737

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Inventory

12 Months Ended

Aug. 31, 2021

Inventory

16. Inventory

Inventory consists of stockpiled ore, work in progress and supplies consumed during the course of exploration development and operations. Cost represents the delivered price of the item. The following is a breakdown of items in inventory:

		August 31, 2021		August 31, 2020		September 1, 2019
Stockpiled ore	$	712	$	606	$	389
Work in progress		350		106		-
Supplies		117		14		4
Total Inventory	$	1,179	$	726	$	393

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Cash

12 Months Ended

Aug. 31, 2021

Cash

17. Cash

As at August 31, 2021, cash totalled $13.4 million (August 31, 2020 - $4.1 million, September 1, 2019 - $2.5 million), consisting of cash on deposit with banks in general minimum interest-bearing accounts.

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Segmented information

12 Months Ended

Aug. 31, 2021

Segmented information

18. Segmented information

Operating Segments

At August 31, 2021 the Company’s operations comprise of a single reporting operating segment engaged in mineral exploration and development in Tanzania. The Company’s corporate division only earns interest revenue that is considered incidental to the activities of the Company and therefore does not meet the definition of an operating segment as defined in IFRS 8 ‘Operating Segments’. As the operations comprise a single reporting segment, amounts disclosed in the consolidated financial statements also represent operating segment amounts.

An operating segment is defined as a component of the Company:

· that engages in business activities from which it may earn revenues and incur expenses;

· whose operating results are reviewed regularly by the entity’s chief operating decision maker; and

· for which discrete financial information is available.

Geographic Segments

The Company is in the business of mineral exploration and production in the country of Tanzania. Information concerning the Company’s geographic locations is as follows:

		As at August 31, 2021		As at August 31, 2020
Identifiable assets
Canada	$	12,382	$	3,986
Tanzania		44,136		34,153
	$	56,518	$	38,139
Non-current assets
Canada	$	28	$	49
Tanzania		41,072		32,686
	$	41,100	$	32,735

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Commitments and Contingencies

12 Months Ended

Aug. 31, 2021

Commitments and Contingencies

19. Commitments and Contingencies

Commitments:

In order to maintain existing site mining and exploration licenses, the Company is required to pay annual license fees. As at August 31, 2021 these licenses remained in good standing and the Company is up to date on license payments.

Contingencies:

The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, the commitment table does not include any provisions for the settlement of outstanding litigation and potential claims.

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Asset Retirement Obligation

12 Months Ended

Aug. 31, 2021

Asset Retirement Obligation

Asset Retirement Obligation

20. Asset Retirement Obligation

The Company's asset retirement obligation relates to the cost of removing and restoring the Buckreef Gold Project in Tanzania. Significant reclamation and closure activities include land rehabilitation, demolition of buildings and mine facilities, ongoing care and maintenance and other costs. This estimate depends on the development of an environmentally acceptable mine closure plan.

A reconciliation for asset retirement obligations is as follows:  

		August 31, 2021			August 31, 2020
Balance, beginning of year	$	2,680		$	554
(Decrease) Increase in estimate for asset retirement obligation		(133	)		2,120
Accretion expense		134			6
Balance, end of year	$	2,681		$	2,680

The mine closure provision liability is based upon the following estimates and assumptions:

a) Total undiscounted amount of future retirement costs was estimated to be $3.4 million.

b) Risk-free rate at 5%.

c) Expected timing of cash outflows required to settle the obligation is for the full amount to be paid in 18 years.

d) Inflation over the period is estimated to be 3.6% per annum.

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Non-Controlling Interest

12 Months Ended

Aug. 31, 2021

Non-Controlling Interest

21. Non-Controlling Interest

The changes to the non-controlling interest for the years ended August 31, 2021 and 2020 are as follows:

Year ended		August 31, 2021			August 31, 2020
Balance at beginning of year	$	(254	)	$	424
Non-controlling interest’s 45% share of Buckreef Gold’s comprehensive loss		(1,279	)		(678	)
Balance at end of year	$	(1,533	)	$	(254	)

The following is summarized financial information for Buckreef Gold:

		August 31, 2021			August 31, 2020
Current assets	$	2,920		$	1,038
Long term assets		33,535			23,229
Current liabilities		(2,908	)		4
Asset retirement obligation		(2,681	)		(2,680	)
Advances from parent		(33,728	)		(23,754	)
Comprehensive loss for the year	$	(2,841	)	$	(1,558	)

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Gold Bullion Loans

12 Months Ended

Aug. 31, 2021

Gold Bullion Loans

Gold Bullion Loans

22. Gold Bullion Loans

Activity during the year ended August 31, 2020:

During the year ended August 31, 2020, the Company closed $0.2 million in gold loans.

Under the terms of the loan agreements, the bullion loans are for a period of one year, are subject to renewal, and carry an 8% interest rate payable quarterly. At the sole discretion of the Lender, the bullion loans may be repaid in cash or common shares of the Company or gold in specified form at the option of the lender. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of $0.3417 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of $0.3417 per share. There is no prepayment penalty.

The Company recorded the equity portion of the conversion component in equity which amounted to $0.02 million.

During the year ended August 31, 2020 the Company settled $3.9 million of principal amount of outstanding loans through the issuance of 14,840,305 shares.

Outstanding balance:

The balance of the gold bullion loans is as follows:

Balance at August 31, 2019	$	3,757
Loans received		223
Less: repayment of loans converted to shares		(3,952	)
Less: conversion component of loans and finder’s fees		(24	)
Interest accrued		228
Issuance of shares for interest payment		(267	)
Interest accretion		35
Balance at August 31, 2020 and 2021	$	-

Interest expense related to the gold bullion loan amounted to $nil (2020 - $0.7 million, 2019 - $0.3 million), for the year ended August 31, 2021 and is recorded as a finance charge in the statements of comprehensive loss. Accretion expense during the year ended August 31, 2021 totaled $nil (2020 - $0.03 million, 2019 - $0.2 million).

Derivatives in the gold bullion loans:

If lenders elect repayment in gold, the Company may have to purchase approximately nil (August 31, 2019 - 2,923) ounces of gold in the market in order to repay the loans. At August 31, 2021, the value of nil (August 31, 2020 – nil, August 31, 2019 - 2,923) ounces of gold was approximately $nil (August 31, 2020 - $nil, August 31, 2019 - $5.9 million).

The Company estimated the fair value of the derivatives embedded in the gold bullion loans to be $nil as at August 31, 2021 and 2020 (August 31, 2019 - $1.0 million), and recognized a loss of $0.6 million in the statement of loss and comprehensive loss for the year ended August 31, 2020 (2019 - $1.0 million loss).

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Finance costs

12 Months Ended

Aug. 31, 2021

Finance costs

23. Finance costs

Finance costs comprises of the following:

Year ended August 31,		2021		2020		2019
Interest on Gold Bullion Loans	$	-	$	693	$	284
Interest on Convertible Loans		-		1,285		173
	$	-	$	1,978	$	457

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Convertible loans

12 Months Ended

Aug. 31, 2021

Convertible Loans

Convertible loans

24. Convertible loans

Activity during the year ended August 31, 2020:

During the year ended August 31, 2020, the Company received loans in the amount of $5.1 million with a one year term with a right to extend by 1 additional year by mutual consent, carrying an 8% interest rate payable quarterly. The convertible loans may be repaid in cash or common shares of the Company at the option of the lender. The convertible loan may be converted into common shares of the Company at the sole discretion of the lender at an exercise price of $0.3417 - $0.598 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of $0.3417 - $0.598 per share.

The Company recorded the equity portion of the conversion component in equity which amounted to $0.8 million.

In connection with the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 1,025,762 common shares with a value of $0.5 million.

During the year ended August 31, 2020, the Company settled $5.1 million of principal amount of outstanding loans through the issuance of 14,427,112 shares. The Company also repaid $0.2 million in cash.

The balance of the convertible loans is as follows:

Balance at August 31, 2019	$	1,452
Proceeds from convertible loans		5,164
Conversion of convertible loan to shares		(5,863	)
Repayment in cash		(200	)
Less: Conversion component of convertible loans		(589	)
Less: Finder’s fee		(477	)
Interest accrued		296
Issuance of shares for interest payment		(296	)
Interest accretion		513
Balance at August 31, 2020 and 2021	$	-

Interest accretion expense related to these loans during the year ended August 31, 2021 totaled $nil (2020 - $0.3 million, 2019 - $0.5 million).

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Convertible debentures

12 Months Ended

Aug. 31, 2021

Convertible Debentures

Convertible debentures

25. Convertible debentures

During the year ended August 31, 2020, the Company entered into a securities purchase agreement (the “Agreement”) with two institutional accredited investors (the “Debenture Holders”) to issue up to $14.0 million in convertible debentures consisting of $7.0 million in Tranche A Convertible Debentures (“Tranche A”) and up to $7.0 million in Tranche B Convertible Debentures (“Tranche B”, together with the Tranche A, the “Convertible Debentures”).

Repayment of the Convertible Debentures was guaranteed by the Company’s subsidiary, Tanzania American International Development Corporation 2000 Limited pursuant to a global guarantee agreement. 

Tranche A

Each of the Tranche A Debentures bears no interest and has a maturity date of eighteen months, provided that in case of an event of default, the Tranche A Debentures may become immediately due and payable.

During the year ended August 31, 2020, the Company closed on the first and second issuances under Tranche A for a total of $6.0 million. The conversion price is calculated at the lower of i) a fixed conversion price (first issuance - $1.2125, second issuance - $1.2029); or ii) 93% of the average of the two lowest daily VWAPs during the 10 consecutive trading days immediately before the conversion date, all of which is subject to a floor of $0.20.

During the year ended August 31, 2021, the Company closed on the third issuance of convertible debentures under Tranche A for a total of $1.0 million. The conversion price is the same as the first two issuances, with the exception of the fixed conversion price, which is $1.1554. With this issuance, Tranche A was fully accessed.

Implementation fees of 3.95% are to be paid at the closing of each issuance. In connection with the issuance during the year ended August 31, 2021, transactions costs amounting to $0.1 million were paid and expensed.

Initial recognition of the issuances that have closed up to August 31, 2021 are as follows:

Issued	Tranche	Principal		Maturity Date	Interest Rate			Fair Value
July 27, 2020	Tranche A		4,000	January 27, 2022	0	%	$	3,432
August 20, 2020	Tranche A		2,000	February 20,2022	0	%		1,716
September 1, 2020	Tranche A		1,000	March 1, 2022	0	%		914
Total		$	7,000				$	6,062

The difference of $0.9 million between the principal and the fair value of the first two issuances is attributable to the fair value of the Warrant Shares that were issued as part of the overall arrangement (Note 26).

The day one gain of $0.1 million under the third issuance has been recognized in the consolidated statement of loss.

During the year ended August 31, 2021 $7.0 million of Tranche A Convertible Debentures, representing the entire outstanding balance, were converted and retired resulting in the issuance of 12,150,447 common shares of the Company. The Tranche B Convertible Debentures were cancelled.

The balance of the convertible debentures (level 3) is as follows:

		August 31, 2021
Balance at August 31, 2020	$	5,089
Fair value of third issuance Day one gain on third issuance		914 111
Change in fair value		901
Converted during the year		(7,015	)
Balance at August 31, 2021	$	-

There was no change in fair value due to changes in own credit risk during the period.

Significant assumptions used in determining the fair value of the convertible debentures are as follows:

	August 31, 2021*				August 31, 2020
Share price	$	0.62	to	0.83	$		0.84
Risk-free interest rate		0.10%	-	0.15%		0.13%	-	0.14%
Discount for lack of marketability		6%	-	15%			21%
Remaining term (in years)		0.81	-	1.37		1.41	-	1.97

* The range provided for the year ended August 31, 2021 refers to the range used for each assumption for the fair value at the date of the conversions during the year as the balance is $nil at year end.

The fair value is a level 3 fair value estimate given the discount for lack of marketability assumption is not an observable input.

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Derivative warrant liabilities

12 Months Ended

Aug. 31, 2021

Derivative Warrant Liabilities

Derivative warrant liabilities

26. Derivative warrant liabilities

Private Placement Warrants:

During the year ended August 31, 2021, the Company issued warrants for the Company’s common shares pursuant to a financing in December 2020 and February 2021 (Note 7).

No warrants were exercised during the period.

The balance of the derivative warrant liabilities (level 3) is as follows:

		August 31, 2021
Balance at August 31, 2020	$	551
Warrants issued February 11, 2021 (Note 7)		7,830
Fair value adjustment		(6,232	)
Balance at August 31, 2021	$	2,149

Derivative warrant liabilities of $2.1 million will only be settled by issuing equity of the Company.

Significant assumptions used in determining the fair value of the derivative warrant liabilities are as follows:

	August 31, 2021				August 31, 2020
Share price	$		0.41		$	0.84
Risk-free interest rate		0.19%	-	0.67%		0.15	%
Dividend yield			0%			0	%
Expected volatility		60%	-	70%		51	%
Remaining term (in years)		1.9	–	4.4		2.90

The fair value is classified as level 3 as expected volatility is determined using historical volatility and is therefore not an observable input.

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General and Administrative expense

12 Months Ended

Aug. 31, 2021

General and Administrative expense

27. General and Administrative expense

Year ended August 31,		2021		2020		2019
Depreciation (Note 6)	$	286	$	220	$	266
Consulting		614		564		422
Directors’ fees		225		181		84
Office and general		394		200		140
Shareholder information		545		511		286
Professional fees		1,089		1,297		1,258
Salaries and benefits		1,308		939		559
Management remuneration		1,470		466		435
Share based payments		2,933		3,228		178
Travel and accommodation		163		73		32
Total General and Administrative	$	9,027	$	7,679	$	3,660

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Financial Instrument Related Costs and Other

12 Months Ended

Aug. 31, 2021

Financial Instrument Related Costs And Other

Financial Instrument Related Costs and Other

28. Financial Instrument Related Costs and Other

Year ended August 31,		2021			2020			2019
Loss on derivative in gold bullion loans	$	-		$	(595	)	$	(977	)
Gain on derivative warrant liabilities (Note 26)		6,232			291			-
Change in fair v alue of convertible debentures (Note 25)		(901	)		50			-
Accretion on asset retirement obligation (Note 20)		(134	)		(6	)		(8	)
Finance costs (Note 23)		-			(1,978	)		(457	)
Transaction costs on convertible debenture (Note 25)		(31	)		(855	)		-
Loss on disposal of assets		(27	)		-			-
Settlement of lawsuit		-			-			(116	)
Transaction costs on derivative warrant liabilities (Note 7)		(665	)		-			-
Interest accretion		-			(584	)		(746	)
(Interest) forgiveness of interest on leases		35			(7	)		(8	)
Withholding tax costs		(11	)		3			(37	)
Total Financial Instrument Related Costs and Other	$	4,498		$	(3,681	)	$	(2,349	)

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Non-cash items

12 Months Ended

Aug. 31, 2021

Non-cash Items

Non-cash items

29. Non-cash items

Year ended August 31,		2021			2020			2019
Depreciation	$	286		$	220		$	266
Write-off of mineral properties and deferred exploration costs		-			-			16,705
Loss on derivative in gold bullion loans		-			595			823
Gain on derivative warrant liabilities		(6,232	)		(291	)		-
Change in fair value of convertible debentures		901			(50	)		-
Share based payments		2,933			3,228			178
Accretion on asset retirement obligation		134			6			9
Interest accretion		-			584			746
Foreign exchange		50			(180	)		11
Forgiveness of interest		(35	)		-			-
Shares issued for interest on loans		-			584			499
Total Non-cash items	$	(1,963	)	$	4,696		$	19,237

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Taxes

12 Months Ended

Aug. 31, 2021

Taxes

30. Taxes

The Company’s provision for income taxes differs from the amount computed by applying the combined federal and provincial income tax rates to income (loss) before income taxes as a result of the following:

		2021			2020			2019
Combined basic Canadian federal and provincial statutory income tax rates including surtaxes		26.50	%		26.50	%		26.50	%
Statutory income tax rates applied to accounting income	$	(1,400	)	$	(3,218	)	$	(6,114	)
Increase (decrease) in provision for income taxes:
Foreign tax rates different from statutory rate		-			(60	)		(619	)
Permanent differences and other items		(762	)		541			(817	)
Benefit of tax losses not recognized		2,162			2,737			7,550
Provision for income taxes	$	-		$	-		$	-

The enacted tax rates in Canada of 26.50% (26.50% - 2020, 26.50% - 2019) and Tanzania of 30% (2020 - 30%, 2019 - 30%) where the Company operates are applied in the tax provision calculation.

The following table reflects the Company’s deferred income tax assets (liabilities):

The tax effects of significant temporary differences which would comprise deferred income tax assets and liabilities at August 31, 2021 and 2020 are as follows:

Deferred Income Tax Liabilities		Mineral properties			Debt issuance cost		Total
At August 31, 2019	$	(8,014	)	$	(217	)	$	(8,231	)
Charged to the consolidated statement of comprehensive loss		(1,935	)		(133	)		(2,068	)
At August 31, 2020	$	(9,949	)	$	(350	)	$	(10,299	)
Charged to the consolidated statement of comprehensive loss		(2,474	)		350			(2,124	)
At August 31, 2021	$	(12,423	)	$	-		$	(12,423	)

Deferred Income Tax Assets		Non-capital losses		Non-capital losses			Total
At August 31, 2019	$	8,014	$	217		$	8,231
Charged to the consolidated statement of comprehensive loss		1,935		133			2,068
At August 31, 2020	$	9,949	$	350		$	10,299
Charged to the consolidated statement of comprehensive loss		2,474		(350	)		2,124
At August 31, 2021	$	12,423	$	-		$	12,423
Net deferred tax assets (liabilities)	$	-	$	-		$	-

The following temporary differences have not been recognized in the Company’s consolidated financial statements:

		August 31, 2021		August 31, 2020
Non-capital losses	$	87,242	$	70,583
Property, plant and equipment		110		184
Capital losses		1		1
Financing costs		2,217		-
	$	89,570	$	70,768

At August 31, 2021, the Company has Tanzanian non-capital losses of $56,146 (2020 - $44,797), that have not been recognized and may be carried forward and applied against Tanzania taxable income of future years. The non-capital loss may be carried forward without limitation.

At August 31, 2021, the Company has non-capital losses of $31,096 (2020 - $30,368), that have not been recognized and may be carried forward and applied against Canadian taxable income of future years. The non-capital losses have expiry dates as follows:

2026	$	1,356
2027		1,100
2028		1,198
2029		1,559
2030		1,131
2031		1,885
2032		1,978
2033		1,864
2034		1,740
2035		1,572
2036		1,625
2037		2,272
2038		2,960
2039		2,309
2040		5,819
2041		728
Non Capital Losses	$	31,096

At August 31, 2021, $nil (2020 - $nil) was recognized as a deferred tax liability for taxes that would be payable as the Company’s subsidiaries have a deficit.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Aug. 31, 2021

Basis of consolidation

3.1 Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries: Tanzania American International Development Corporation 2000 Limited (“Tanzam”), Tancan Mining Co. Limited (“Tancan”), and Buckreef Gold Company Ltd. (“Buckreef Gold”). Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

The consolidated financial statements of the Company set out the assets, liabilities, expenses, and cash flows of the Company and its subsidiaries, namely:

		Ownership interest as at August 31,
	Country of  incorporation		2021		2020
Tanzam	Tanzania		100	%	100	%
Tancan	Tanzania		100	%	100	%
Buckreef Gold	Tanzania		55	%	55	%

All inter-company transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity therein. Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a negative balance.

Mineral properties and deferred exploration

3.2 Mineral properties and deferred exploration

All direct costs related to the acquisition and exploration and development of specific properties are capitalized as incurred. Any cost incurred prior to obtaining the legal right to explore a mineral property are expensed as incurred. Field overhead costs directly related to exploration are capitalized and allocated to mineral properties explored. All other overhead and administration costs are expensed as incurred. If a property is abandoned, sold or impaired, an appropriate charge will be made to the statement of comprehensive loss at the date of such impairment. Discretionary option payments arising on the acquisition of mining properties are only recognized when paid. Amounts received from other parties to earn an interest in the Company's mining properties are applied as a reduction of the mining property and deferred exploration and development costs until all capitalized costs are recovered at which time additional reimbursements are recorded in the consolidated statement of comprehensive loss, except for administrative reimbursements which are credited to operations.

As the Company is in the exploration stage, it has no significant ongoing sources of revenue. Incidental revenue is generated from the sale of gold bars. In accordance with IFRS 15, the Company recognizes revenue when the gold is shipped to the customer. Delivery of the gold is considered to be the only performance obligation and revenue is measured based on the consideration specified in the contract with the customer. Gold sales generated from bulk sampling activities are treated as a cost recovery against exploration expenses. The Company reviews the carrying value of a mineral property when events or changes in circumstances indicate that the carrying value may not be recoverable.

Examples of such events or changes in circumstances are as follows:

· the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

· substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

· exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

· sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If the carrying value exceeds the fair value, the property will be written down to fair value with a provision charged against operations in the year of impairment. An impairment is also recorded when management determines that it will discontinue exploration or development on a mineral property or when exploration rights or permits expire.

Ownership in mineral properties involves certain risks due to the difficulties in determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral interests.

Once an economically viable reserve has been determined for a property and a decision has been made to proceed with development has been approved, acquisition, exploration and development costs previously capitalized to the mineral property are first tested for impairment and then classified as property, plant and equipment under construction. These costs will be amortized against the income generated from the mineral property.

Property, plant and equipment

3.3 Property, plant and equipment

Property, plant and equipment (“PPE”) are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of PPE consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Depreciation is provided at the following rates calculated to write off the cost of PPE, less their estimated residual value, using the straight-line methods over its estimated remaining useful life, or the remaining life of the mine if shorter:

	Straight-line (years to depreciate)
Machinery and equipment	5	to	8
Automotive		5
Computer equipment		3
Leasehold improvements		5
Processing plant		8

An item of PPE is derecognized upon disposal, when held for sale or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statement of comprehensive loss.

Assets under construction are capitalized as construction-in-progress. The cost of construction-in-progress comprises of its purchase price and any costs directly attributable to bringing it into working condition for its intended use. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. Construction-in-progress assets are not depreciated until it is completed and available for use.

The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for PPE and any changes arising from the assessment are applied by the Company prospectively.

Where an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of plant and equipment. Expenditures incurred to replace a component of an item of property, plant and equipment that is accounted for separately, the major inspection and overhaul expenditures of replacement of such a component are capitalized.

Decommissioning, restoration and similar liabilities (“Asset retirement obligation” or “ARO”)

3.4 Decommissioning, restoration and similar liabilities (“Asset retirement obligation” or “ARO”)

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of mineral properties and PPE, when those obligations result from the acquisition, construction, development or normal operation of the Company’s assets. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement obligation is added to the carrying amount of the related asset and the cost is amortized as an expense over the economic life of the asset using the declining balance method. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is increased for the passage of time and adjusted for changes to the current market-based discount rate, and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.

Share based payments

3.5 Share based payments

Share based payment transactions

Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment.

Equity settled transactions

The costs of equity settled transactions with employees are measured by reference to the fair value at the date on which they are granted.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense which is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in share-based payment reserve.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

The effect of outstanding options is considered in the computation of earnings per share, if dilutive.

Taxation

3.6 Taxation

Income tax expense represents the sum of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the date of the statement of financial position.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

· where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

· in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

· where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

· in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at the date of the statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the date of the statement of financial position and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

Deferred income tax relating to items recognized directly in equity is recognized in equity.

Deferred income tax assets and liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Sales tax

Expenses and assets are recognized net of the amount of sales tax, except:

· when the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable; or

· when receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.

Loss per share

3.7 Loss per share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding restricted stock units, share purchase warrants, convertible debt, and stock options, in the weighted average number of common shares outstanding during the year, if dilutive. Because the Company incurred net losses, the effect of the dilutive instruments would be anti-dilutive and therefore diluted loss per share equals basic loss per share.

Financial instruments

3.8 Financial instruments

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss (“FVTPL”), amortized cost, or fair value through other comprehensive income (“FVOCI”). The Company determines the classification of its financial assets at initial recognition.

· FVTPL

Financial assets are classified at FVTPL if they do not meet the criteria to be classified at amortized cost or fair value through OCI. Gains or losses on these items are recognized in net earnings or loss.

· Amortized cost

Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not designated as at FVTPL: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows and 2) the asset’s contractual cash flows represent “solely payments of principal and interest”. The Company’s other receivables are recorded at amortized cost as they meet the required criteria. A provision is recorded when the estimated recoverable amount of the financial asset is lower than the carrying amount. At each statement of financial position date, the Company assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at amortized cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk. When sold or impaired, any accumulated fair value adjustments previously recognized are included in profit or loss.

· FVOCI

For equity securities that are not held for trading, the Company can make an irrevocable election at initial recognition to classify the instruments at FVOCI, with all subsequent changes in fair value being recognized in other comprehensive income (“OCI”). This election is available for each separate investment. Under this new FVOCI category, fair value changes are recognized in OCI while dividends are recognized in profit or loss. On disposal of the investment, the cumulative fair value change remains in OCI and is not recycled to net earnings or loss.

· Reclassifications

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Derivative warrant liabilities

Foreign currency denominated warrants (not including compensation warrants), are considered a derivative as they are not indexed solely to the entity’s own stock. During the year ended August 31, 2020, the foreign currency denominated warrants were exercised in full.

During the year ended August 31, 2021 the Company issued convertible debentures with detachable warrants for the Company’s common shares. The warrants are classified as a derivative financial liability as they are potentially exercisable in cash or on a cashless basis resulting in a variable number of shares being issued. The warrants are initially recognized at fair value and subsequently measured at fair value with changes recognized through profit or loss.

The Company uses the Black-Scholes pricing model to estimate fair value at each exercise and period end date.

Agent warrants and warrants

Warrants issued to agents in connection with an equity financing are recorded at fair value and charged to share issue costs associated with the offering with an offsetting credit to warrants reserve in shareholders’ equity.

Warrants included in units offered to subscribers in connection with financings are valued using the residual value method whereby proceeds are first allocated to the fair value of the shares and the excess if any, allocated to the warrants.

Financial liabilities

Trade, other payables and accrued liabilities, gold and convertible loans payable, and lease payable are accounted for at amortized cost.

During the year ended August 31, 2021, the Company issued convertible debentures containing embedded derivatives that are not closely related to the host. The Company elected to measure the convertible debentures at FVTPL.

For financial liabilities designated at FVTPL, any impact on fair value due to changes in credit risk are presented in OCI. During the year, there was no impact on fair value due to changes in credit risk.

Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.

Impairment of non-financial assets

Impairment of non-financial assets

At the date of the statement of financial position, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is an indication that those assets may be impaired. If any, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of the asset (or cash-generating unit) is estimated to be less than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of comprehensive loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand, and short-term deposits with an original maturity of three months or less, which are readily convertible into a known amount of cash.

Related party transactions

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are considered to be related if they are subject to common control or are controlled by parties that have significant influence over the entity. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount, being the amount agreed by the parties to the transaction.

Foreign currency transactions

Foreign currency transactions

Functional and presentation currency

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and each of its subsidiaries is the US dollar. The presentation currency of the Company is the US dollar.

Transactions and balances

Foreign currency transactions are recorded at the rate of exchange existing on the transaction date. Foreign currency monetary assets and liabilities are translated at the rate of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items measured at historical cost continued to be carried at the exchange rates at the dates of the transactions. Non-monetary items measured at fair value are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of is treated in line with the recognition of the gain or loss on the change in fair value of such an item.

Group companies

The results and financial position of all the consolidated entities are translated in to the presentation currency as follows:

· assets and liabilities for each statement of financial position presented are translated at the exchange rate on the date of the statement of financial position,

· income and expenses for each statement of comprehensive loss are translated at the average exchange rate in effect during the reporting period; and

· all resulting exchange differences are recognized in accumulated other comprehensive income.

Significant accounting judgments and estimates

Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make judgements and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its judgements and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgements and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. The most significant estimates relate to the appropriate depreciation rate for property, plant and equipment, the valuation of warrant liability, the recoverability of other receivables, the valuation of deferred income tax amounts, the impairment on mineral properties and deferred exploration and property, plant and equipment and the calculation of share-based payments. The most significant judgements relate to the recognition of deferred tax assets and liabilities and asset retirement obligations, the determination of the economic viability of a project or mineral property, the date of commencement of commercial production, and the determination of functional currencies.

Inventory

Inventory

Stockpiled ore and consumables are measured at the lower of cost or net realizable value. Net realizable value is the estimated future sales price of a product the Company expects to realize when the product is processed and sold, less estimated costs to complete production and bring the product to sale. Where the time value of money is material, these future prices and costs to complete are discounted. Any provision for obsolescence is determined by reference to specific products. A regular review is undertaken to determine the extent of any provision for obsolescence.

Borrowing costs

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Consolidated Financial Statement

		Ownership interest as at August 31,
	Country of  incorporation		2021		2020
Tanzam	Tanzania		100	%	100	%
Tancan	Tanzania		100	%	100	%
Buckreef Gold	Tanzania		55	%	55	%

Schedule of Depreciation Rate for Property, Plant and Equipment

	Straight-line (years to depreciate)
Machinery and equipment	5	to	8
Automotive		5
Computer equipment		3
Leasehold improvements		5
Processing plant		8

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Change in Presentation Currency (Tables)

12 Months Ended

Aug. 31, 2021

Change In Presentation Currency

Schedule of change in presentation currency

	As at September 1, 2019
	Reported at September 1, 2019 in CAD			Presentation currency change			Restated at September 1, 2019 in USD
Consolidated statement of financial position
Cash		3,389			(842	)		2,547
Other current assets		1,269			(315	)		954
Non-current assets		33,461			(8,317	)		25,144
Total assets		38,119			(9,474	)		28,645
Current liabilities		(14,531	)		3,608			(10,923	)
Long term debt		(5,224	)		1,299			(3,925	)
Total liabilities		(19,755	)		4,907			(14,848	)
Share capital		142,252			(34,034	)		108,218
Reserves		9,407			(2,266	)		7,141
Accumulated deficit and other comprehensive income		(133,877	)		31,891			(101,986	)
Non-controlling interests		582			(158	)		424
Total shareholders’ equity		18,364			(4,567	)		13,797

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of financial position:

	As at August 31, 2020
		Reported at August 31, 2020 in CAD		Presentation currency change		Restated at August 31, 2020 in USD
Consolidated statement of financial position
Cash		5,294		(1,241	)	4,053
Other current assets		1,764		(413	)	1,351
Non-current assets		42,753		(10,018	)	32,735
Total assets		49,811		(11,672	)	38,139
Current liabilities		(13,831	)	3,241		(10,590	)
Long term debt		(3,500	)	820		(2,680	)
Total liabilities		(17,331	)	4,061		(13,270	)
Share capital		178,397		(43,297	)	135,100
Reserves		4,482		(1,006	)	3,476
Accumulated deficit and other comprehensive income		(150,037	)	36,584		(113,453	)
Non-controlling interests		(362	)	108		(254	)
Total shareholders’ equity		32,480		(7,611	)	24,869

Schedule of consolidated statement of comprehensive loss

	Reported at August 31, 2019 in CAD		Presentation currency change	Restated at August 31, 2019 in USD
General and administrative expense	(4,853	)	1,193	(3,660	)
Other income (expense)	(25,565	)	6,154	(19,411	)
Net loss and comprehensive loss	(30,418	)	7,347	(23,071	)
Earnings per share – basic and diluted	(0.22	)	0.05	(0.17	)

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of comprehensive loss:

	Reported at August 31, 2020 in CAD		Presentation currency change	Restated at August 31, 2020 in USD
General and administrative expense	(10,327	)	2,648	(7,679	)
Other income (expense)	(5,895	)	1,429	(4,466	)
Net loss and comprehensive loss	(16,222	)	4,077	(12,145	)
Earnings per share – basic and diluted	(0.10	)	0.03	(0.07	)

Schedule of consolidated statement of cash flows

	Reported at August 31, 2019 in CAD		Presentation currency change		Restated at August 31, 2019 in USD
Cash used in operating activities	(4,818	)	892		(3,926	)
Cash used in investing activities	(3,052	)	865		(2,187	)
Cash provided by financing activities	10,833		(2,500	)	8,333
Net increase in cash	2,963		(743	)	2,220
Cash beginning of year	426		(99	)	327
Cash end of year	3,389		(842	)	2,547

The change in presentation currency resulted in the following impact on the August 31, 2020 consolidated statement of cash flows:

	Reported at August 31, 2020 in CAD		Presentation currency change		Restated at August 31, 2020 in USD
Cash used in operating activities	(8,564	)	1,965		(6,599	)
Cash used in investing activities	(9,117	)	2,394		(6,723	)
Cash provided by financing activities	19,585		(4,757	)	14,828
Net increase in cash	1,904		(398	)	1,506
Cash beginning of year	3,389		(842	)	2,547
Cash end of year	5,293		(1,240	)	4,053

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Mineral Properties and Deferred Exploration (Tables)

12 Months Ended

Aug. 31, 2021

Mineral Properties And Deferred Exploration

Schedule of continuity of expenditures on mineral properties

		Buckreef (a)			Kigosi (b)			Itetemia			Luhala			Total
Balance, August 31, 2018		21,617			9,588			4,553			2,554			38,311
Exploration expenditures:
Camp, field supplies and travel		146			-			-			-			146
License fees and exploration and field overhead		650			8			-			2			660
Geological consulting and field wages		56			-			-			-			56
Trenching and drilling		1,390			-			-			-			1,390
		2,242			8			-			2			2,252
Write-offs		-			(9,596	)		(4,553	)		(2,556	)		(16,705	)
Balance, August 31, 2019	$	23,859		$	-		$	-		$	-		$	23,859
Exploration expenditures:
Camp, field supplies and travel		368			-			-			-			368
License fees and exploration and field overhead		863			-			-			-			863
Geological consulting and field wages		729			-			-			-			729
Trenching and drilling		2,663			-			-			-			2,663
Mine design		597			-			-			-			597
Change in estimate of asset retirement obligation		2,048			-			-			-			2,048
Gold sales		(368	)		-			-			-			(368	)
Payments to STAMICO as per Joint Venture agreement		239			-			-			-			239
Balance, August 31, 2020	$	30,997		$	-		$	-		$	-		$	30,997
Exploration expenditures:
Camp, field supplies and travel		356			-			-			-			356
License fees and exploration and field overhead		2,809			-			-			-			2,809
Geological consulting and field wages		3,150			-			-			-			3,150
Trenching and drilling		605			-			-			-			605
Mine design		1,321			-			-			-			1,321
Mining and processing costs		987			-			-			-			987
Change in estimate of asset retirement obligation		(133	)		-			-			-			(133	)
Gold sales		(2,524	)		-			-			-			(2,524	)
Payments to STAMICO as per Joint Venture agreement		1,050			-			-			-			1,050
Balance, August 31, 2021	$	38,618		$	-		$	-		$	-		$	38,618

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Property, Plant and Equipment (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of property, plant and equipment

		Processing plant and related infrastructure		Machinery and equipment			Other			Total
Cost
As at September 1, 2019	$	2,211	$	1,060		$	93		$	3,364
Additions		446		183			68			697
Disposals		-		(23	)		-			(23	)
As at August 31, 2020	$	2,657	$	1,220		$	161		$	4,038
Additions		622		437			-			1,059
Disposals1		-		(703	)		(79	)		(782	)
As at August 31, 2021	$	3,279	$	954		$	82		$	4,315
Accumulated depreciation
As at September 1, 2019	$	1,057	$	957		$	66		$	2,080
Depreciation expense		155		58			7			220
As at August 31, 2020	$	1,212	$	1,015		$	73		$	2,300
Depreciation expense		128		144			14			286
Disposals1		-		(686	)		(67	)		(753	)
As at August 31, 2021	$	1,340	$	473		$	20		$	1,833
Net book value
As at August 31, 2020	$	1,445	$	205		$	88		$	1,738
As at August 31, 2021	$	1,939	$	481		$	62		$	2,482

¹ During the period the Company retired assets with a net book value of $29 for a loss on disposal of $27.

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Capital Stock (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Share Capital Activity

	Number of units	$	(000	’s)
Balance at September 1, 2019	150,391,558	$	108,218
Issued for cash, net of share issue costs	6,768,634		3,441
Shares issued for settlement of convertible and gold loans	29,267,417		11,382
Transfer of conversion component on conversion of convertible loans	-		4,286
Shares issued for interest on gold and convertible loans	1,463,855		584
Shares issued for services	5,623,000		3,228
Finders fees on convertible and gold bullion loans	1,025,762		477
Warrants exercised	5,434,896		3,484
Balance at August 31, 2020	199,975,122	$	135,100
Issued for cash, net of share issue costs	38,477,666		23,226
Warrants issued	-		(8,710	)
Issued for settlement of convertible debentures (Note 25)	12,150,447		7,015
Issued for settlement of debts related to convertible and gold loans (Note 25)	4,266,321		1,497
Options exercised	1,000		-
Transfer of reserve on exercise of options	-		1
Balance at August 31, 2021	254,870,556	$	158,129

Schedule of warrants outstanding

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2019		4,305,758			1.09
Warrants exercised		(4,017,857	)		1.10
Warrants issued		3,002,037			1.21
Balance – August 31, 2020		3,289,938			1.19
Warrants issued		20,391,114			0.89
Balance – August 31, 2021		23,681,052			0.94

Schedule of warrants and compensation warrants

	Number of  Warrants		Exercise price	Expiry date
Private placement financing agent warrants - September 1, 2016	73,616	$	0.8718	September 1, 2021
Private placement financing agent warrants - September 26, 2016	214,285	$	0.9515	September 26, 2021
Convertible debenture warrants - July 27, 2020	3,002,037	$	1.2125	July 27, 2023
Private placement financing warrants - December 23, 2020	2,777,268	$	1.50	December 23, 2023
Private placement financing warrants - February 11, 2021	16,461,539	$	0.80	February 11, 2026
Private placement financing broker warrants - February 11, 2021	1,152,307	$	0.80	February 11, 2026
Balance, August 31, 2021	23,681,052		-	-

Schedule of continuity of outstanding stock options

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2019 and 2020		7,352,000			CAD $0.41
Options exercised		(1,000	)		CAD $0.40
Balance – August 31, 2021		7,351,000			CAD $0.41

Schedule of Options to purchase common shares carry exercise prices and terms to maturity

				Remaining
Exercise price (1)	Number of options		Expiry	contractual
Outstanding $	Outstanding	Exercisable	Date	life (years) (1)
CAD $0.40	3,719,000	3,719,000	September 29, 2026	5.1
CAD $0.43	3,532,000	3,532,000	October 11, 2026	5.1
CAD $0.35	100,000	100,000	January 2, 2028	6.3
CAD $0.41	7,351,000	7,351,000		5.1

^{(1) Total represents weighted average.}

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Reserve for warrants (Tables)

12 Months Ended

Aug. 31, 2021

Reserve For Warrants

Schedule of Reserve for warrants

Year ended		August 31, 2021		August 31, 2020
Balance at beginning of year	$	728	$	728
Warrants issued (Note 7)		878		-
Balance at end of year	$	1,606	$	728

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Reserve for share based payments (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of reserve for share based payments

Year ended		August 31, 2021			August 31, 2020
Balance at beginning of year	$	2,748		$	6,413
Share based compensation – Stock options		-			8
Share based compensation – Common shares (Note 10)		2,933			-
Conversion component of convertible loans		-			613
Transfer of reserve on exercise of options		(1	)		-
Transfer of reserve on conversion of convertible loans (Note 7)		-			(4,286	)
Balance at end of year	$	5,680		$	2,748

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Related party transactions (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Related Parties Transactions

Year ended August 31,		2021		2020		2019
Consulting 1,2	$	46	$	178	$	153

^1. During the year ended August 31, 2021, consulting and website/data back-up services were provided by Giancarlo Volo, the Company’s former Director of Operations – Africa, and companies related to him (2021 - $21, 2020 - $18, 2019 - $23). Effective May 31, 2021, these related party services have been discontinued and a new arm’s length party has been engaged to provide these website and data back-up services prospectively.

^2. During the year ended August 31, 2021, consulting services were provided by a company controlled by Ulli Rath, a former Director of the Company (2021 - $25, 2020 - $160, 2019 - $130).

Schedule of Related Parties Compensation

Year ended August 31,		2021		2020		2019
Salaries and benefits1	$	1,695	$	643	$	519
Share based payments		2,933		2,503		-
Total	$	4,628	$	3,146	$	519

(1) Salaries and benefits include sign-on bonuses for certain key management personnel as well as director fees. The board of directors do not have employment or service contracts with the Company. Directors are entitled to director fees and RSU's for their services and officers are entitled to cash remuneration and share based compensation for their services.

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Financial Instruments (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of derivative warrant liabilities and convertible debentures

Type	Valuation Technique	Key Inputs	Inter-relationship between significant inputs and fair value measurement
Derivative warrant liabilities	The fair value of the warrant liabilities at the year-end has been calculated using a Black-Scholes pricing model combined with a discounted cash flow methodology.	Key observable inputs ·      Share price (August 31, 2021: $0.41, August 31, 2020: $0.835) ·      Risk-free interest rate (August 31, 2021: 0.19% to 0.67%, August 31, 2020: 0.15%) ·      Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs ·      Expected volatility (August 31, 2021: 60% to 70%, August 31, 2020: 51%)	The estimated fair value would increase (decrease) if: ·      The share price was higher (lower) ·      The risk-free interest rate was higher (lower) ·      The dividend yield was lower (higher) ·      The expected volatility factor was higher (lower) ·      The credit spread was lower (higher)
Convertible debentures	The fair value of the convertible debt during the period was calculated using a binomial lattice methodology.	Key observable inputs* ·      Share price (August 31, 2021: $0.623 to $0.828, August 31, 2020: $ 0.835) ·      Risk-free interest rate (August 31, 2021: 0.10% to 0.16%, August 31, 2020: 0.13% to 0.15%) ·      Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs* ·      Discount for lack of marketability (DLOM) (August 31, 2021: 5%-15%, August 31, 2020: 20%-21%)	The estimated fair value would increase (decrease) if: ·      The share price was higher (lower) ·      The risk-free interest rate was higher (lower) ·      The dividend yield was lower (higher) ·      The discount for lack of marketability was lower (higher)

Schedule of significant unobservable input

Derivative Warrant Liabilities	August 31, 2021
Comprehensive Loss		Increase			Decrease
Expected volatility (20% movement vs. the model input)	$	(716	)	$	720

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Amounts receivable (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Summary of Receivables

		August 31, 2021		August 31, 2020		September 1, 2019
Receivable from related parties	$	-	$	48	$	59
HST and VAT receivable		432		499		411
Other		28		-		-
Amounts Receivable	$	460	$	547	$	470

Schedule of Aged analysis of Receivables

		August 31, 2021		August 31, 2020		September 1, 2019
Less than 1 month	$	23	$	97	$	66
1 to 3 months		43		77		83
Over 3 months		394		373		321
Total Amounts Receivable	$	460	$	547	$	470

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Prepaid and other assets (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Prepaid and Other Assets

		August 31, 2021		August 31, 2020		September 1, 2019
Insurance	$	54	$	20	$	11
Listing fees		32		31		30
Drilling		200		-		-
Legal retainers and other		46		27		50
Total Prepaid Expenses	$	332	$	78	$	91

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Trade, other payables and accrued liabilities (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Aged analysis of Trade, Other Payables and Accrued Liabilities

		August 31, 2021		August 31, 2020		September 1, 2019
Less than 1 month	$	2,161	$	2,353	$	638
1 to 3 months		119		518		307
Over 3 months		2,983		2,079		3,792
Total Trade, Other Payables and Accrued Liabilities	$	5,263	$	4,950	$	4,737

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Inventory (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Inventory

		August 31, 2021		August 31, 2020		September 1, 2019
Stockpiled ore	$	712	$	606	$	389
Work in progress		350		106		-
Supplies		117		14		4
Total Inventory	$	1,179	$	726	$	393

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Segmented information (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of operating segments

		As at August 31, 2021		As at August 31, 2020
Identifiable assets
Canada	$	12,382	$	3,986
Tanzania		44,136		34,153
	$	56,518	$	38,139
Non-current assets
Canada	$	28	$	49
Tanzania		41,072		32,686
	$	41,100	$	32,735

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Asset Retirement Obligation (Tables)

12 Months Ended

Aug. 31, 2021

Asset Retirement Obligation

Schedule of Reconciliation for asset retirement obligations

		August 31, 2021			August 31, 2020
Balance, beginning of year	$	2,680		$	554
(Decrease) Increase in estimate for asset retirement obligation		(133	)		2,120
Accretion expense		134			6
Balance, end of year	$	2,681		$	2,680

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Non-Controlling Interest (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Changes to the non-controlling interest

Year ended		August 31, 2021			August 31, 2020
Balance at beginning of year	$	(254	)	$	424
Non-controlling interest’s 45% share of Buckreef Gold’s comprehensive loss		(1,279	)		(678	)
Balance at end of year	$	(1,533	)	$	(254	)

Schedule of summarized financial information

		August 31, 2021			August 31, 2020
Current assets	$	2,920		$	1,038
Long term assets		33,535			23,229
Current liabilities		(2,908	)		4
Asset retirement obligation		(2,681	)		(2,680	)
Advances from parent		(33,728	)		(23,754	)
Comprehensive loss for the year	$	(2,841	)	$	(1,558	)

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Gold Bullion Loans (Tables)

12 Months Ended

Aug. 31, 2021

Gold Bullion Loans

Schedule of gold bullion loans

Balance at August 31, 2019	$	3,757
Loans received		223
Less: repayment of loans converted to shares		(3,952	)
Less: conversion component of loans and finder’s fees		(24	)
Interest accrued		228
Issuance of shares for interest payment		(267	)
Interest accretion		35
Balance at August 31, 2020 and 2021	$	-

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Finance costs (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Finance Costs

Year ended August 31,		2021		2020		2019
Interest on Gold Bullion Loans	$	-	$	693	$	284
Interest on Convertible Loans		-		1,285		173
	$	-	$	1,978	$	457

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Convertible loans (Tables)

12 Months Ended

Aug. 31, 2021

Convertible Loans

Schedule of convertible loans

Balance at August 31, 2019	$	1,452
Proceeds from convertible loans		5,164
Conversion of convertible loan to shares		(5,863	)
Repayment in cash		(200	)
Less: Conversion component of convertible loans		(589	)
Less: Finder’s fee		(477	)
Interest accrued		296
Issuance of shares for interest payment		(296	)
Interest accretion		513
Balance at August 31, 2020 and 2021	$	-

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Convertible debentures (Tables)

12 Months Ended

Aug. 31, 2021

Convertible Debentures

Schedule of Initial recognition of the issuances

Issued	Tranche	Principal		Maturity Date	Interest Rate			Fair Value
July 27, 2020	Tranche A		4,000	January 27, 2022	0	%	$	3,432
August 20, 2020	Tranche A		2,000	February 20,2022	0	%		1,716
September 1, 2020	Tranche A		1,000	March 1, 2022	0	%		914
Total		$	7,000				$	6,062

Schedule of balance of the convertible debentures

		August 31, 2021
Balance at August 31, 2020	$	5,089
Fair value of third issuance Day one gain on third issuance		914 111
Change in fair value		901
Converted during the year		(7,015	)
Balance at August 31, 2021	$	-

Schedule of Significant assumptions used in determining the fair value

	August 31, 2021*				August 31, 2020
Share price	$	0.62	to	0.83	$		0.84
Risk-free interest rate		0.10%	-	0.15%		0.13%	-	0.14%
Discount for lack of marketability		6%	-	15%			21%
Remaining term (in years)		0.81	-	1.37		1.41	-	1.97

* The range provided for the year ended August 31, 2021 refers to the range used for each assumption for the fair value at the date of the conversions during the year as the balance is $nil at year end.

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Derivative warrant liabilities (Tables)

12 Months Ended

Aug. 31, 2021

Derivative Warrant Liabilities

Schedule of derivative warrant liabilities

		August 31, 2021
Balance at August 31, 2020	$	551
Warrants issued February 11, 2021 (Note 7)		7,830
Fair value adjustment		(6,232	)
Balance at August 31, 2021	$	2,149

Schedule of assumptions fair value of derivative warrant liabilities

	August 31, 2021				August 31, 2020
Share price	$		0.41		$	0.84
Risk-free interest rate		0.19%	-	0.67%		0.15	%
Dividend yield			0%			0	%
Expected volatility		60%	-	70%		51	%
Remaining term (in years)		1.9	–	4.4		2.90

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General and Administrative expense (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of General and Administrative expense

Year ended August 31,		2021		2020		2019
Depreciation (Note 6)	$	286	$	220	$	266
Consulting		614		564		422
Directors’ fees		225		181		84
Office and general		394		200		140
Shareholder information		545		511		286
Professional fees		1,089		1,297		1,258
Salaries and benefits		1,308		939		559
Management remuneration		1,470		466		435
Share based payments		2,933		3,228		178
Travel and accommodation		163		73		32
Total General and Administrative	$	9,027	$	7,679	$	3,660

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Financial Instrument Related Costs and Other (Tables)

12 Months Ended

Aug. 31, 2021

Financial Instrument Related Costs And Other

Schedule of Financial Instrument Related Costs and Other

Year ended August 31,		2021			2020			2019
Loss on derivative in gold bullion loans	$	-		$	(595	)	$	(977	)
Gain on derivative warrant liabilities (Note 26)		6,232			291			-
Change in fair v alue of convertible debentures (Note 25)		(901	)		50			-
Accretion on asset retirement obligation (Note 20)		(134	)		(6	)		(8	)
Finance costs (Note 23)		-			(1,978	)		(457	)
Transaction costs on convertible debenture (Note 25)		(31	)		(855	)		-
Loss on disposal of assets		(27	)		-			-
Settlement of lawsuit		-			-			(116	)
Transaction costs on derivative warrant liabilities (Note 7)		(665	)		-			-
Interest accretion		-			(584	)		(746	)
(Interest) forgiveness of interest on leases		35			(7	)		(8	)
Withholding tax costs		(11	)		3			(37	)
Total Financial Instrument Related Costs and Other	$	4,498		$	(3,681	)	$	(2,349	)

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Non-cash items (Tables)

12 Months Ended

Aug. 31, 2021

Non-cash Items

Schedule of Non-cash items

Year ended August 31,		2021			2020			2019
Depreciation	$	286		$	220		$	266
Write-off of mineral properties and deferred exploration costs		-			-			16,705
Loss on derivative in gold bullion loans		-			595			823
Gain on derivative warrant liabilities		(6,232	)		(291	)		-
Change in fair value of convertible debentures		901			(50	)		-
Share based payments		2,933			3,228			178
Accretion on asset retirement obligation		134			6			9
Interest accretion		-			584			746
Foreign exchange		50			(180	)		11
Forgiveness of interest		(35	)		-			-
Shares issued for interest on loans		-			584			499
Total Non-cash items	$	(1,963	)	$	4,696		$	19,237

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Taxes (Tables)

12 Months Ended

Aug. 31, 2021

Schedule of Income Tax Provision

		2021			2020			2019
Combined basic Canadian federal and provincial statutory income tax rates including surtaxes		26.50	%		26.50	%		26.50	%
Statutory income tax rates applied to accounting income	$	(1,400	)	$	(3,218	)	$	(6,114	)
Increase (decrease) in provision for income taxes:
Foreign tax rates different from statutory rate		-			(60	)		(619	)
Permanent differences and other items		(762	)		541			(817	)
Benefit of tax losses not recognized		2,162			2,737			7,550
Provision for income taxes	$	-		$	-		$	-

Schedule of Deferred Tax Assets and Liabilities

Deferred Income Tax Liabilities		Mineral properties			Debt issuance cost		Total
At August 31, 2019	$	(8,014	)	$	(217	)	$	(8,231	)
Charged to the consolidated statement of comprehensive loss		(1,935	)		(133	)		(2,068	)
At August 31, 2020	$	(9,949	)	$	(350	)	$	(10,299	)
Charged to the consolidated statement of comprehensive loss		(2,474	)		350			(2,124	)
At August 31, 2021	$	(12,423	)	$	-		$	(12,423	)

Deferred Income Tax Assets		Non-capital losses		Non-capital losses			Total
At August 31, 2019	$	8,014	$	217		$	8,231
Charged to the consolidated statement of comprehensive loss		1,935		133			2,068
At August 31, 2020	$	9,949	$	350		$	10,299
Charged to the consolidated statement of comprehensive loss		2,474		(350	)		2,124
At August 31, 2021	$	12,423	$	-		$	12,423
Net deferred tax assets (liabilities)	$	-	$	-		$	-

Schedule of temporary difference, unused tax losses and unused tax credits

		August 31, 2021		August 31, 2020
Non-capital losses	$	87,242	$	70,583
Property, plant and equipment		110		184
Capital losses		1		1
Financing costs		2,217		-
	$	89,570	$	70,768

Schedule of Net Operation Losses

2026	$	1,356
2027		1,100
2028		1,198
2029		1,559
2030		1,131
2031		1,885
2032		1,978
2033		1,864
2034		1,740
2035		1,572
2036		1,625
2037		2,272
2038		2,960
2039		2,309
2040		5,819
2041		728
Non Capital Losses	$	31,096

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Nature of Operations and Going Concern (Details Narrative) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019	Aug. 31, 2019	Aug. 31, 2018
Nature Of Operations And Going Concern
Cash	$ 13,447	$ 4,053	$ 2,547	$ 2,547	$ 327

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020
Tanzam [member]
IfrsStatementLineItems [Line Items]
Ownership interest in subsidiary	100.00%	100.00%
Tancan [member]
IfrsStatementLineItems [Line Items]
Ownership interest in subsidiary	100.00%	100.00%
Buckreef [Member]
IfrsStatementLineItems [Line Items]
Ownership interest in subsidiary	55.00%	55.00%

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Summary of Significant Accounting Policies (Details 1)	12 Months Ended
	Aug. 31, 2021
Machinery [member] | Top of range [member]
IfrsStatementLineItems [Line Items]
Estimated useful life	5 years
Machinery [member] | Bottom of range [member]
IfrsStatementLineItems [Line Items]
Estimated useful life	8 years
Automotive [member]
IfrsStatementLineItems [Line Items]
Estimated useful life	5 years
Computer equipment [member]
IfrsStatementLineItems [Line Items]
Estimated useful life	3 years
Leasehold improvements [member]
IfrsStatementLineItems [Line Items]
Estimated useful life	5 years
Processing Pplant [Member]
IfrsStatementLineItems [Line Items]
Estimated useful life	8 years

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Change in Presentation Currency (Details) $ in Thousands, $ in Thousands	Aug. 31, 2021 USD ($)	Aug. 31, 2020 USD ($)	Aug. 31, 2020 CAD ($)	Sep. 01, 2019 USD ($)	Sep. 01, 2019 CAD ($)	Aug. 31, 2019 USD ($)	Aug. 31, 2019 CAD ($)	Aug. 31, 2018 USD ($)	Aug. 31, 2018 CAD ($)
IfrsStatementLineItems [Line Items]
Cash	$ 13,447	$ 4,053		$ 2,547		$ 2,547		$ 327
Non-current assets	41,100	32,735
Total assets	56,518	38,139		28,645
Current liabilities	7,412	10,590		10,923
Share capital	158,129	135,100		108,218
Reserves	5,680	2,748		6,413
Non-controlling interests (Note 21)	(1,533)	(254)		424
Total shareholders' equity	$ 46,425	24,869		13,797		13,797		26,307
Previously stated [member]
IfrsStatementLineItems [Line Items]
Cash			$ 5,294		$ 3,389		$ 3,389		$ 426
Other current assets			1,764		1,269
Non-current assets			42,753		33,461
Total assets			49,811		38,119
Current liabilities			(13,831)		(14,531)
Long term debt			(3,500)		(5,224)
Total liabilities			(17,331)		(19,755)
Share capital			178,397		142,252
Reserves			4,482		9,407
Accumulated deficit and other comprehensive income			(150,037)		(133,877)
Non-controlling interests (Note 21)			(362)		582
Total shareholders' equity			$ 32,480		$ 18,364
Presentation Currency Change [Member]
IfrsStatementLineItems [Line Items]
Cash		(1,241)		(842)		(842)		(99)
Other current assets		(413)		(315)
Non-current assets		(10,018)		(8,317)
Total assets		(11,672)		(9,474)
Current liabilities		3,241		3,608
Long term debt		820		1,299
Total liabilities		4,061		4,907
Share capital		(43,297)		(34,034)
Reserves		(1,006)		(2,266)
Accumulated deficit and other comprehensive income		36,584		31,891
Non-controlling interests (Note 21)		108		(158)
Total shareholders' equity		(7,611)		(4,567)
Restateds [Member]
IfrsStatementLineItems [Line Items]
Cash		4,053		2,547		$ 2,547		$ 327
Other current assets		1,351		954
Non-current assets		32,735		25,144
Total assets		38,139		28,645
Current liabilities		(10,590)		(10,923)
Long term debt		(2,680)		(3,925)
Total liabilities		(13,270)		(14,848)
Share capital		135,100		108,218
Reserves		3,476		7,141
Accumulated deficit and other comprehensive income		(113,453)		(101,986)
Non-controlling interests (Note 21)		(254)		424
Total shareholders' equity		$ 24,869		$ 13,797

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Change in Presentation Currency (Details 1) $ / shares in Units, $ / shares in Units, $ in Thousands, $ in Thousands	12 Months Ended
	Aug. 31, 2021 USD ($) $ / shares	Aug. 31, 2020 USD ($) $ / shares	Aug. 31, 2020 CAD ($) $ / shares	Aug. 31, 2019 USD ($) $ / shares	Aug. 31, 2019 CAD ($) $ / shares
IfrsStatementLineItems [Line Items]
General and administrative expense (Note 27)	$ 9,027	$ 7,679		$ 3,660
Net loss and comprehensive loss	$ 5,283	$ 12,145		$ 23,071
Earnings per share - basic and diluted | $ / shares	$ (0.02)	$ (0.07)		$ (0.17)
Previously stated [member]
IfrsStatementLineItems [Line Items]
General and administrative expense (Note 27)			$ (10,327)		$ (4,853)
Other income (expenses)			(5,895)		(25,565)
Net loss and comprehensive loss			$ (16,222)		$ (30,418)
Earnings per share - basic and diluted | $ / shares			$ (0.10)		$ (0.22)
Presentation Currency Change [Member]
IfrsStatementLineItems [Line Items]
General and administrative expense (Note 27)		$ 2,648		$ 1,193
Other income (expenses)		1,429		6,154
Net loss and comprehensive loss		$ 4,077		$ 7,347
Earnings per share - basic and diluted | $ / shares		$ 0.03		$ 0.05
Restateds [Member]
IfrsStatementLineItems [Line Items]
General and administrative expense (Note 27)		$ (7,679)		$ (3,660)
Other income (expenses)		(4,466)		(19,411)
Net loss and comprehensive loss		$ (12,145)		$ (23,071)
Earnings per share - basic and diluted | $ / shares		$ (0.07)		$ (0.17)

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Change in Presentation Currency (Details 2) $ in Thousands, $ in Thousands	12 Months Ended
	Aug. 31, 2021 USD ($)	Aug. 31, 2020 USD ($)	Aug. 31, 2020 CAD ($)	Aug. 31, 2019 USD ($)	Aug. 31, 2019 CAD ($)	Aug. 31, 2020 CAD ($)	Sep. 01, 2019 USD ($)	Sep. 01, 2019 CAD ($)	Aug. 31, 2019 CAD ($)	Aug. 31, 2018 USD ($)	Aug. 31, 2018 CAD ($)
IfrsStatementLineItems [Line Items]
Cash used in operating activities	$ (7,517)	$ (6,599)		$ (3,926)
Cash used in investing activities	(6,623)	(6,723)		(2,187)
Cash provided by financing activities	23,534	14,828		8,333
Net increase in cash	9,394	1,506		2,220
Cash, end of year	$ 13,447	4,053		2,547			$ 2,547			$ 327
Previously stated [member]
IfrsStatementLineItems [Line Items]
Cash used in operating activities			$ (8,564)		$ (4,818)
Cash used in investing activities			(9,117)		(3,052)
Cash provided by financing activities			19,585		10,833
Net increase in cash			$ 1,904		$ 2,963
Cash, end of year						$ 5,294		$ 3,389	$ 3,389		$ 426
Cash, end of year						$ 5,293			$ 3,389
Presentation Currency Change [Member]
IfrsStatementLineItems [Line Items]
Cash used in operating activities		1,965		892
Cash used in investing activities		2,394		865
Cash provided by financing activities		(4,757)		(2,500)
Net increase in cash		(398)		(743)
Cash, end of year		(1,241)		(842)			(842)			(99)
Cash, end of year		(1,240)		(842)
Restateds [Member]
IfrsStatementLineItems [Line Items]
Cash used in operating activities		(6,599)		(3,926)
Cash used in investing activities		(6,723)		(2,187)
Cash provided by financing activities		14,828		8,333
Net increase in cash		1,506		2,220
Cash, end of year		4,053		2,547			$ 2,547			$ 327
Cash, end of year		$ 4,053		$ 2,547

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Mineral Properties and Deferred Exploration (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Balance	$ 30,997	$ 23,859	$ 38,311
Camp, field supplies and travel	356	368	146
License fees and exploration and field overhead	2,809	863	660
Geological consulting and field wages	3,150	729	56
Trenching and drilling	605	2,663	1,390
Balance before Write-offs			2,252
Write-offs			(16,705)
Mine design	1,321	597
Change in estimate of asset retirement obligation	(133)	2,048
Gold sales	(2,524)	(368)
Payments to STAMICO as per Joint Venture agreement	1,050	239
Mining and processing costs	987
Balance	38,618	30,997	23,859
Kigosi Project [member]
IfrsStatementLineItems [Line Items]
Camp, field supplies and travel
License fees and exploration and field overhead			8
Geological consulting and field wages
Trenching and drilling
Balance before Write-offs			8
Write-offs		(14,100)	(9,596)
Mine design
Change in estimate of asset retirement obligation
Gold sales
Payments to STAMICO as per Joint Venture agreement
Mining and processing costs
Itelemia Project [member]
IfrsStatementLineItems [Line Items]
Camp, field supplies and travel
License fees and exploration and field overhead
Geological consulting and field wages
Trenching and drilling
Balance before Write-offs
Write-offs			(4,553)
Mine design
Change in estimate of asset retirement obligation
Gold sales
Payments to STAMICO as per Joint Venture agreement
Mining and processing costs
Luhala Project [member]
IfrsStatementLineItems [Line Items]
Camp, field supplies and travel
License fees and exploration and field overhead			2
Geological consulting and field wages
Trenching and drilling
Balance before Write-offs			2
Write-offs		(2,600)	(2,556)
Mine design
Change in estimate of asset retirement obligation
Gold sales
Payments to STAMICO as per Joint Venture agreement
Mining and processing costs
Buckreef Gold Project [member]
IfrsStatementLineItems [Line Items]
Balance	30,997	23,859	21,617
Camp, field supplies and travel	356	368	146
License fees and exploration and field overhead	2,809	863	650
Geological consulting and field wages	3,150	729	56
Trenching and drilling	605	2,663	1,390
Balance before Write-offs			2,242
Write-offs
Mine design	1,321	597
Change in estimate of asset retirement obligation	(133)	2,048
Gold sales	(2,524)	(368)
Payments to STAMICO as per Joint Venture agreement	1,050	239
Mining and processing costs	987
Balance	38,618	30,997	23,859
Kigosi Project [member]
IfrsStatementLineItems [Line Items]
Balance			9,588
Balance
Itelemia Project [member]
IfrsStatementLineItems [Line Items]
Balance			4,553
Balance
Luhala Project [member]
IfrsStatementLineItems [Line Items]
Balance			2,554
Balance

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Mineral Properties and Deferred Exploration (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Settled delay penalty	$ 750
Penality payments for monthly installments	125
Write-downs of mineral properties and deferred exploration costs			$ 16,705
Kigosi Project [member]
IfrsStatementLineItems [Line Items]
Write-downs of mineral properties and deferred exploration costs		14,100	9,596
Luhala Project [member]
IfrsStatementLineItems [Line Items]
Write-downs of mineral properties and deferred exploration costs		$ 2,600	$ 2,556

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Property, Plant and Equipment (Details) - USD ($) $ in Thousands		12 Months Ended
		Aug. 31, 2021		Aug. 31, 2020	Sep. 01, 2019
IfrsStatementLineItems [Line Items]
Balance		$ 1,738
Balance		2,482		$ 1,738
Balance		2,482		1,738	$ 1,285
Processing plant [member]
IfrsStatementLineItems [Line Items]
Balance		1,445
Balance		1,939		1,445
Balance		1,939		1,445
Machinery [member]
IfrsStatementLineItems [Line Items]
Balance		205
Balance		481		205
Balance		481		205
Other [Member]
IfrsStatementLineItems [Line Items]
Balance		88
Balance		62		88
Balance		62		88
Gross carrying amount [member]
IfrsStatementLineItems [Line Items]
Balance		4,038		3,364
Additions		1,059		697
Disposals		(782)	[1]	(23)
Balance		4,315		4,038
Balance		4,315		4,038
Gross carrying amount [member] | Processing plant [member]
IfrsStatementLineItems [Line Items]
Balance		2,657		2,211
Additions		622		446
Disposals			[1]
Balance		3,279		2,657
Balance		3,279		2,657
Gross carrying amount [member] | Machinery [member]
IfrsStatementLineItems [Line Items]
Balance		1,220		1,060
Additions		437		183
Disposals		(703)	[1]	(23)
Balance		954		1,220
Balance		954		1,220
Gross carrying amount [member] | Other [Member]
IfrsStatementLineItems [Line Items]
Balance		161		93
Additions				68
Disposals		(79)	[1]
Balance		82		161
Balance		82		161
Accumulated depreciation and amortisation [member]
IfrsStatementLineItems [Line Items]
Balance		2,300		2,080
Disposals	[1]	(753)
Balance		1,833		2,300
Depreciation expense		286		220
Balance		1,833		2,300
Accumulated depreciation and amortisation [member] | Processing plant [member]
IfrsStatementLineItems [Line Items]
Balance		1,212		1,057
Disposals	[1]
Balance		1,340		1,212
Depreciation expense		128		155
Balance		1,340		1,212
Accumulated depreciation and amortisation [member] | Machinery [member]
IfrsStatementLineItems [Line Items]
Balance		1,015		957
Disposals	[1]	(686)
Balance		473		1,015
Depreciation expense		144		58
Balance		473		1,015
Accumulated depreciation and amortisation [member] | Other [Member]
IfrsStatementLineItems [Line Items]
Balance		73		66
Disposals	[1]	(67)
Balance		20		73
Depreciation expense		14		7
Balance		$ 20		$ 73

[1] During the period the Company retired assets with a net book value of $29 for a loss on disposal of $27.

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Capital Stock (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Beginning balance, value	$ 24,869	$ 13,797	$ 26,307
Issued for cash, net of share issue costs	23,226	3,441	6,724
Transfer of conversion component on conversion of convertible loans
Issued for settlement of convertible debentures	7,015
Options exercised
Ending balance, value	$ 46,425	$ 24,869	$ 13,797
Issued capital [member]
IfrsStatementLineItems [Line Items]
Balance, number (in shares)	199,975,122	150,391,558	125,162,803
Beginning balance, value	$ 135,100	$ 108,218	$ 96,719
Issued for cash, net of share issue costs, shares	38,477,666	6,768,634
Issued for cash, net of share issue costs	$ 23,226	$ 3,441	6,724
Shares issued for settlement of convertible and gold loans, shares		29,267,417
Shares issued for settlement of convertible and gold loans		$ 11,382
Transfer of conversion component on conversion of convertible loans, shares
Transfer of conversion component on conversion of convertible loans		$ 4,286	$ 1,058
Shares issued for interest on gold and convertible loans, shares		1,463,855
Shares issued for interest on gold and convertible loans		$ 584
Shares issued for services, shares		5,623,000
Shares issued for services		$ 3,228
Finders fees on convertible and gold bullion loans, shares		1,025,762
Finders fees on convertible and gold bullion loans		$ 477
Warrants exercised, shares		5,434,896
Warrants exercised		$ 3,484
Warrants issued, shares
Warrants issued	$ (8,710)
Issued for settlement of convertible debentures, shares	12,150,447
Issued for settlement of convertible debentures	$ 7,015
Issued for settlement of debts related to convertible and gold loans, shares	4,266,321
Issued for settlement of debts related to convertible and gold loans	$ 1,497
Options exercised, shares	1,000
Options exercised
Transfer of reserve on exercise of stock options, shares
Transfer of reserve on exercise of stock options	$ 1
Balance, number (in shares)	254,870,556	199,975,122	150,391,558
Ending balance, value	$ 158,129	$ 135,100	$ 108,218

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Capital Stock (Details 1) - $ / shares	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020
Ending balance, Number of stock options	3,289,938	4,305,758
Ending balance, Weighted average exercise price per share	$ 1.19	$ 1.09
Warrants exercised, Number of stock options		(4,017,857)
Warrants exercised, Weighted average exercise price per share		$ 1.10
Warrants issued. Number of stock options	20,391,114	3,002,037
Warrants issued, Weighted average exercise price per share	$ 0.89	$ 1.21
Ending balance, Number of stock options	23,681,052	3,289,938
Ending balance, Weighted average exercise price per share	$ 0.94	$ 1.19

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Capital Stock (Details 2)	12 Months Ended
	Aug. 31, 2021 $ / shares shares
IfrsStatementLineItems [Line Items]
Number of warrants (in shares)	23,681,052
Private placement financing agent warrants dated September 1, 2016 [Member]
IfrsStatementLineItems [Line Items]
Number of warrants (in shares)	73,616
Exercise price (in dollars per share) | $ / shares	$ 0.8718
Expiry date	Sep. 01, 2021
Private placement financing agent warrants dated September 26, 2016 [Member]
IfrsStatementLineItems [Line Items]
Number of warrants (in shares)	214,285
Exercise price (in dollars per share) | $ / shares	$ 0.9515
Expiry date	Sep. 26, 2021
Convertible Debenture Warrants [Member]
IfrsStatementLineItems [Line Items]
Number of warrants (in shares)	3,002,037
Exercise price (in dollars per share) | $ / shares	$ 1.2125
Expiry date	Jul. 27, 2023
Private Placement Financing Agent Warrants Dated December 232020 [Member]
IfrsStatementLineItems [Line Items]
Number of warrants (in shares)	2,777,268
Exercise price (in dollars per share) | $ / shares	$ 1.50
Expiry date	Dec. 23, 2023
Private Placement Financing Agent Warrants Dated Feburary 112021 [Member]
IfrsStatementLineItems [Line Items]
Number of warrants (in shares)	16,461,539
Exercise price (in dollars per share) | $ / shares	$ 0.80
Expiry date	Feb. 11, 2026
Private Placement Financing Broker Warrants February 112021 [Member]
IfrsStatementLineItems [Line Items]
Number of warrants (in shares)	1,152,307
Exercise price (in dollars per share) | $ / shares	$ 0.80
Expiry date	Feb. 11, 2026

XML

Capital Stock (Details 3)	12 Months Ended
	Aug. 31, 2021 shares $ / shares
IfrsStatementLineItems [Line Items]
Ending balance | shares	7,351,000
Ending balance, weighted average exercise price | $ / shares	$ 0.41	[1]
Stock Options [member]
IfrsStatementLineItems [Line Items]
Beginning balance | shares	7,352,000
Beginning balance, weighted average exercise price | $ / shares	$ 0.41
Options exercised | shares	(1,000)
Options excersied, weighted average exercise price | $ / shares	$ 0.40
Ending balance | shares	7,351,000
Ending balance, weighted average exercise price | $ / shares	$ 0.41

[1] Total represents weighted average.

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Capital Stock (Details 4)	12 Months Ended
	Aug. 31, 2021 shares $ / shares
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.41	[1]
Number of options outstanding	7,351,000
Number of options exercisable	7,351,000
Remaining contractual life	5 years 1 month 6 days	[1]
Range 1 [Member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.40	[1]
Number of options outstanding	3,719,000
Number of options exercisable	3,719,000
Expiry date	Sep. 29, 2026
Remaining contractual life	5 years 1 month 6 days	[1]
Range 2 [Member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.43	[1]
Number of options outstanding	3,532,000
Number of options exercisable	3,532,000
Expiry date	Oct. 11, 2026
Remaining contractual life	5 years 1 month 6 days	[1]
Range 3 [Member]
IfrsStatementLineItems [Line Items]
Exercise price | $ / shares	$ 0.35	[1]
Number of options outstanding	100,000
Number of options exercisable	100,000
Expiry date	Jan. 02, 2028
Remaining contractual life	6 years 3 months 18 days	[1]

[1] Total represents weighted average.

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Capital Stock (Details Narrative) - USD ($)			1 Months Ended		12 Months Ended
	Feb. 11, 2021	Apr. 15, 2020	Dec. 23, 2020	Apr. 15, 2020	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019	Sep. 01, 2019
IfrsStatementLineItems [Line Items]
Sale of stock	32,923,078		5,554,588			14,840,305
Purchase of warrants	16,461,539		2,777,268
Aggregate of net proceeds	$ 21,400,000		$ 3,000,000.0
Description of shares and warrants	The common shares and warrants were issued at $0.65 for each common share and a purchase warrant with the right of each whole warrant to purchase one common share at $0.80 for a period of five years from the issue date. The Company also issued 1,152,307 broker warrants with the same terms and incurred commission and other costs of $1.8 million out of which $0.7 million was allocated to the warrants issued in the unit and expensed in the statement of comprehensive loss.
Price per share			$ 0.54
Outstanding balance						$ 5,089,000
Warrants issued					(8,710,000)
Exercise of warrants, amount					$ (7,832,000)	$ 3,484,000
Weighted average exercise price					$ 0.94	$ 1.19	$ 1.09
Weighted average remaining contractual life					3 years 9 months 18 days
Omnibus Plan [Member]
IfrsStatementLineItems [Line Items]
Stock options					12,513,055	7,022,512
Warrants [Member]
IfrsStatementLineItems [Line Items]
Price per share			$ 1.50
Tranche A Convertible Debentures [Member]
IfrsStatementLineItems [Line Items]
Outstanding balance					$ 7,000,000.0
Converted to shares					12,150,447
Aggregate of value					$ 7,000,000.0
Issued capital [member]
IfrsStatementLineItems [Line Items]
Aggregate of net proceeds						$ 500,000
Issued for private placements, net of share issue costs, number (in shares)		5,623,000				6,768,634
Weighted average price		$ 0.57		$ 0.57		$ 0.575
Net of share issuance cost						$ 3,400,000
Warrants issued						$ 4,017,857
Maturity date						Sep. 26, 2021
Exercise of warrants, number (in shares)						5,434,896
Exercise of warrants, amount					$ (8,710,000)	$ 3,484,000	$ 162,000
Shares issued for interest on gold loans, number (in shares)						1,463,855
Shares issued for interest on gold loans, amount						$ 600,000
Total compensation				$ 3,200,000
Three Year Warrants [Member]
IfrsStatementLineItems [Line Items]
Issaunce of warrants					2,777,268
Warrants exercise price					$ 1.50
Fair value of warrants					$ 400,000
Dividend yield					0.00%
Risk free interest					0.18%
Volatility					69.00%
Expected life					36 months
Five Year Warrants [Member]
IfrsStatementLineItems [Line Items]
Issaunce of warrants					16,461,539
Warrants exercise price					$ 0.80
Fair value of warrants					$ 7,800,000
Dividend yield					0.00%
Risk free interest					0.46%
Volatility					62.00%
Expected life					60 months
Five Year Warrants One [Member]
IfrsStatementLineItems [Line Items]
Issaunce of warrants					1,152,307
Fair value of warrants					$ 500,000
Dividend yield					0.00%
Risk free interest					0.46%
Volatility					62.00%
Expected life					60 months
Convertible Debenture [Member]
IfrsStatementLineItems [Line Items]
Warrants exercise price					$ 1.2125

XML

Reserve for Warrants (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Warrants issued (Note 7)	$ (8,710)
Warrant reserve [member]
IfrsStatementLineItems [Line Items]
Balance at beginning of year	728	728
Warrants issued (Note 7)	878
Balance at end of year	$ 1,606	$ 728	$ 728

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Reserve for Share Based Payments (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Beginning balance, value	$ 24,869	$ 13,797	$ 26,307
Share based compensation - Stock options		8	178
Transfer of reserve on conversion of convertible loans (Note 7)
Ending balance, value	46,425	24,869	13,797
Reserve of share-based payments [member]
IfrsStatementLineItems [Line Items]
Beginning balance, value	2,748	6,413	7,189
Share based compensation - Stock options		8	178
Share based compensation - Common shares	2,933
Conversion component of convertible loans		613
Transfer of reserve on exercise of options	(1)
Transfer of reserve on conversion of convertible loans (Note 7)		(4,286)	(1,058)
Ending balance, value	$ 5,680	$ 2,748	$ 6,413

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Related Party Transactions and Key Management Compensation (Details) - USD ($) $ in Thousands		12 Months Ended
		Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
Consulting Fees	[1],[2]	$ 46	$ 178	$ 153

[1] During the year ended August 31, 2021, consulting and website/data back-up services were provided by Giancarlo Volo, the Company’s former Director of Operations – Africa, and companies related to him (2021 - $21, 2020 - $18, 2019 - $23). Effective May 31, 2021, these related party services have been discontinued and a new arm’s length party has been engaged to provide these website and data back-up services prospectively.

[2] During the year ended August 31, 2021, consulting services were provided by a company controlled by Ulli Rath, a former Director of the Company (2021 - $25, 2020 - $160, 2019 - $130).

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Related Party Transactions and Key Management Compensation (Details 1) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		May 18, 2021	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Salaries and benefits		$ 1,100
Total			$ 4,628	$ 3,146	$ 519
Directors [Member]
IfrsStatementLineItems [Line Items]
Salaries and benefits	[1]		1,695	643	519
Share based payments			2,933	2,503
Key management personnel of entity or parent [member]
IfrsStatementLineItems [Line Items]
Salaries and benefits	[1]		1,695	643	519
Share based payments			$ 2,933	$ 2,503

[1] Salaries and benefits include sign-on bonuses for certain key management personnel as well as director fees. The board of directors do not have employment or service contracts with the Company. Directors are entitled to director fees and RSU's for their services and officers are entitled to cash remuneration and share based compensation for their services.

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Related party transactions (Details Narrative) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	May 18, 2021	Aug. 31, 2021	Aug. 31, 2020	Feb. 11, 2021	Dec. 23, 2020
IfrsStatementLineItems [Line Items]
Due to related parties		$ 500	$ 1,100
Other receivables		0	$ 50
Fair market value of shares	1,560,000
Key Management	$ 1,100
Shares issued			14,840,305	32,923,078	5,554,588
Stock value		7,000
Recognized amount		$ 2,900	$ 0
First Date Of Common Shares [Member]
IfrsStatementLineItems [Line Items]
Shares issued		2,020,000.00
Fair market value		$ 1,400
Second Date Of Common Shares [Member]
IfrsStatementLineItems [Line Items]
Shares issued		3,550,000
Fair market value		$ 2,500
Third Date Of Common Shares [Member]
IfrsStatementLineItems [Line Items]
Shares issued		2,820,000
Fair market value		$ 2,000

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Financial Instruments (Details)	12 Months Ended
	Aug. 31, 2021
Derivative Warrant Liabilities [Member]
IfrsStatementLineItems [Line Items]
Valuation Technique	The fair value of the warrant liabilities at the year-end has been calculated using a Black-Scholes pricing model combined with a discounted cash flow methodology.
Key Inputs	Key observable inputs ·      Share price (August 31, 2021: $0.41, August 31, 2020: $0.835)   ·      Risk-free interest rate (August 31, 2021: 0.19% to 0.67%, August 31, 2020: 0.15%) ·      Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs ·      Expected volatility (August 31, 2021: 60% to 70%, August 31, 2020: 51%)
Inter-relationship between significant inputs and fair value measurement	The estimated fair value would increase (decrease) if: ·      The share price was higher (lower)   ·      The risk-free interest rate was higher (lower) ·      The dividend yield was lower (higher) ·      The expected volatility factor was higher (lower) ·      The credit spread was lower (higher)
Convertible Debentures [Member]
IfrsStatementLineItems [Line Items]
Valuation Technique	The fair value of the convertible debt during the period was calculated using a binomial lattice methodology.
Key Inputs	Key observable inputs* ·      Share price (August 31, 2021: $0.623 to $0.828, August 31, 2020: $ 0.835)   ·      Risk-free interest rate (August 31, 2021: 0.10% to 0.16%, August 31, 2020: 0.13% to 0.15%) ·      Dividend yield (August 31, 2021: 0%, August 31, 2020: 0%) Key unobservable inputs* ·      Discount for lack of marketability (DLOM) (August 31, 2021: 5%-15%, August 31, 2020: 20%-21%)
Inter-relationship between significant inputs and fair value measurement	The estimated fair value would increase (decrease) if: ·      The share price was higher (lower)   ·      The risk-free interest rate was higher (lower) ·      The dividend yield was lower (higher) ·      The discount for lack of marketability was lower (higher)

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Financial Instruments (Details 1) $ in Thousands	12 Months Ended
	Aug. 31, 2021 USD ($)
Increase incomprehensive loss volatility	$ (716)
Decrease in comprehensive loss volatility	$ 720

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Management of Capital (Details Narrative) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020
Total equity attributable to owners of parent	$ 47,900	$ 25,100

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Amounts receivable (Details) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019
Receivable from related parties		$ 48	$ 59
HST and VAT receivable	432	499	411
Other	28
Amounts Receivable	$ 460	$ 547	$ 470

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Amounts receivable (Details 1) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019
IfrsStatementLineItems [Line Items]
Other receivables	$ 460	$ 547	$ 470
Later than three months and not later than one year [member]
IfrsStatementLineItems [Line Items]
Other receivables	23	373	321
Not later than one month [member]
IfrsStatementLineItems [Line Items]
Other receivables	43	97	66
Later than one month and not later than three months [member]
IfrsStatementLineItems [Line Items]
Other receivables	$ 394	$ 77	$ 83

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Prepaid and Other Assets (Details) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019
Insurance	$ 54	$ 20	$ 11
Listing fees	32	31	30
Drilling	200
Legal retainers and other	46	27	50
Total Prepaid Expenses	$ 332	$ 78	$ 91

XML

Trade, Other Payables and Accrued Liabilities (Details) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019
IfrsStatementLineItems [Line Items]
Trade, other payables and accrued liabilities	$ 5,263	$ 4,950	$ 4,737
Not later than one month [member]
IfrsStatementLineItems [Line Items]
Trade, other payables and accrued liabilities	2,161	2,353	638
Later than one month and not later than three months [member]
IfrsStatementLineItems [Line Items]
Trade, other payables and accrued liabilities	119	518	307
Later than three months and not later than one year [member]
IfrsStatementLineItems [Line Items]
Trade, other payables and accrued liabilities	$ 2,983	$ 2,079	$ 3,792

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Inventory (Details) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019
Stockpiled ore	$ 712	$ 606	$ 389
Work in progress	350	106
Supplies	117	14	4
Total Inventory	$ 1,179	$ 726	$ 393

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Financial Instruments (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019	Aug. 31, 2019	Aug. 31, 2018
Possible effect of 1% change in interest rates on net income (loss)	$ 100	$ 40
Cash	13,447	4,053	$ 2,547	$ 2,547	$ 327
Current Assets	15,418	5,404	3,501
Current liabilities	7,412	10,590	$ 10,923
Working capital deficiency	8,000	$ 5,200
Derivative liabilities	$ 2,100

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Segmented Information (Details) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019
Reserve Quantities [Line Items]
Assets	$ 56,518	$ 38,139	$ 28,645
Long term assets	41,100	32,735
Canada [Member]
Reserve Quantities [Line Items]
Assets	12,382	3,986
Long term assets	28	49
Tanzania [Member]
Reserve Quantities [Line Items]
Assets	44,136	34,153
Long term assets	$ 41,072	$ 32,686

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Cash (Details Narrative) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019	Aug. 31, 2019	Aug. 31, 2018
Cash (Note 17)	$ 13,447	$ 4,053	$ 2,547	$ 2,547	$ 327

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Asset Retirement Obligation (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020
Asset Retirement Obligation
Balance, beginning of year	$ 2,680	$ 554
(Decrease) Increase in estimate for asset retirement obligation	(133)	2,120
Accretion expense	134	6
Balance, end of the year	2,681	$ 2,680
Future retirement costs	$ 3,400
Risk free interest rate, retirement obligations	5.00%
Annual inflation assumption	3.60%

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Non-controlling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020
IfrsStatementLineItems [Line Items]
Balance at beginning of year	$ (254)
Balance at end of year	(1,533)	$ (254)
Non-controlling interests [member]
IfrsStatementLineItems [Line Items]
Balance at beginning of year	(254)	424
Non-controlling interests	(1,279)	(678)
Balance at end of year	$ (1,533)	$ (254)

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Non-controlling Interest (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019	Sep. 01, 2019
IfrsStatementLineItems [Line Items]
Current assets	$ 15,418	$ 5,404		$ 3,501
Long term assets	41,100	32,735
Current Liabilities	7,412	10,590		10,923
Asset retirement obligation	2,681	2,680	$ 554	$ 554
Comprehensive loss for the year	(5,283)	(12,145)	(23,071)
Non-controlling interests [member]
IfrsStatementLineItems [Line Items]
Comprehensive loss for the year	(1,279)	(678)	$ (90)
Non-controlling interests [member] | Buckreef [Member]
IfrsStatementLineItems [Line Items]
Current assets	2,920	1,038
Long term assets	33,535	23,229
Current Liabilities	(2,908)	4
Asset retirement obligation	(2,681)	(2,680)
Advances from parent	(33,728)	(23,754)
Comprehensive loss for the year	$ (2,841)	$ (1,558)

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Gold Bullion Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Less: conversion component of convertible loans		$ 613	$ 125
Interest accretion		(584)	(746)
Gold bullion loans [member]
IfrsStatementLineItems [Line Items]
Balance		3,757
Loans received		223
Less: repayment of loans converted to shares		(3,952)
Less: conversion component of convertible loans		(24)
Interest accrued		228
Issuance of shares for interest payment		(267)
Interest accretion		35
Balance			$ 3,757

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Gold Bullion Loans (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019	Feb. 11, 2021	Dec. 23, 2020
IfrsStatementLineItems [Line Items]
Number of shares issued, amount		$ 3,900
Number of shares issued		14,840,305		32,923,078	5,554,588
Interest accretion expense		$ 584,000	$ 746,000
Gold bullion loans [member]
IfrsStatementLineItems [Line Items]
Proceeds from loan	200,000
Finance income (cost)	0	700,000	300,000
Interest accretion expense	$ 0	$ 30,000.00	$ 200,000

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Finance Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Finance costs		$ 1,978	$ 457
Gold bullion loans [member]
IfrsStatementLineItems [Line Items]
Finance costs		693	284
Convertible loans [member]
IfrsStatementLineItems [Line Items]
Finance costs		$ 1,285	$ 173

XML

Convertible Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Balance
Proceeds from issuance of convertible loans		$ 5,164	$ 1,234
Less: conversion component of convertible loans		613	125
Interest accretion		(584)	(746)
Balance
Convertible loans [member]
IfrsStatementLineItems [Line Items]
Balance		1,452
Proceeds from issuance of convertible loans		5,164
Conversion of convertible loan to shares		(5,863)
Repayment in cash		(200)
Less: conversion component of convertible loans		(589)
Less: finders fee	$ 500	(477)
Interest accrued		296
Issuance of shares for interest payment		(296)
Interest accretion		513
Balance			$ 1,452

XML

Convertible loans (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Interest accretion expense		$ 584	$ 746
Convertible loans [member]
IfrsStatementLineItems [Line Items]
Proceeds from loan	5,100
Loans, finder's fee, Common Shares issued	500	(477)
Interest accretion expense	$ 0	$ 300	$ 500

XML

Convertible debentures (Details) - USD ($) $ in Thousands		1 Months Ended
	Sep. 02, 2020	Aug. 20, 2020	Jul. 27, 2020	Aug. 31, 2021
IfrsStatementLineItems [Line Items]
Principal				$ 7,000
Fair Value				$ 6,062
Tranche A Debentures [Member]
IfrsStatementLineItems [Line Items]
Principal	$ 1,000	$ 2,000	$ 4,000
Maturity Date	Mar. 01, 2022	Feb. 20, 2022	Jan. 27, 2022
Interest Rate	0.00%	0.00%	0.00%
Fair Value	$ 914	$ 1,716	$ 3,432

XML

Convertible debentures (Details 1) $ in Thousands	12 Months Ended
	Aug. 31, 2021 USD ($)
IfrsStatementLineItems [Line Items]
Balance at beginning	$ 5,089
Balance at ending
Convertible Debentures [Member]
IfrsStatementLineItems [Line Items]
Fair value of third issuance	914
Day one gain on third issuance	111
Change in fair value	901
Converted during the year	(7,015)
Level 3 of fair value hierarchy [member]
IfrsStatementLineItems [Line Items]
Balance at beginning	5,089
Balance at ending

XML

Convertible debentures (Details 2) - Convertible Debentures [Member] - $ / shares		12 Months Ended
		Aug. 31, 2021		Aug. 31, 2020
IfrsStatementLineItems [Line Items]
Share price				$ 0.84
Discount for lack of marketability				21.00%
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Share price	[1]	$ 0.62
Risk-free interest rate		0.10%	[1]	0.13%
Discount for lack of marketability	[1]	6.00%
Remaining term (in years)		9 months 21 days	[1]	1 year 4 months 28 days
Top of range [member]
IfrsStatementLineItems [Line Items]
Share price	[1]	$ 0.83
Risk-free interest rate		0.15%	[1]	0.14%
Discount for lack of marketability	[1]	15.00%
Remaining term (in years)		1 year 4 months 13 days	[1]	1 year 11 months 19 days

[1] The range provided for the year ended August 31, 2021 refers to the range used for each assumption for the fair value at the date of the conversions during the year as the balance is $nil at year end.

XML

Convertible debentures (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Sep. 01, 2019
IfrsStatementLineItems [Line Items]
Convertable debentures		$ 5,089
Transactions costs	100
Convertible Debentures [Member]
IfrsStatementLineItems [Line Items]
Convertable debentures		14,000
Tranche A Convertible Debentures [Member]
IfrsStatementLineItems [Line Items]
Convertable debentures		7,000
Issuance of convertable debenture	$ 1,000	6,000
Tranche B Convertible Debentures [Member]
IfrsStatementLineItems [Line Items]
Convertable debentures		$ 7,000
Number of shares retired	12,150,447

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Derivative warrant liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
IfrsStatementLineItems [Line Items]
Warrants issued	$ (8,710)
Derivative warrant liabilities	2,100
Derivative Warrant Liabilities [Member]
IfrsStatementLineItems [Line Items]
Derivative warrant liabilities	551
Warrants issued	7,830
Fair value adjustment	(6,232)
Derivative warrant liabilities	$ 2,149	$ 551

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Derivative warrant liabilities (Details 1) - Derivative Warrant Liabilities [Member] - $ / shares	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020
IfrsStatementLineItems [Line Items]
SharePrice	$ 0.41	$ 0.84
Risk-free interest rate		0.15%
Dividend yield	0.00%	0.00%
Expected volatility		51.00%
Remaining term (in years)		2 years 10 months 24 days
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Risk-free interest rate	0.19%
Expected volatility	60.00%
Remaining term (in years)	1 year 10 months 24 days
Top of range [member]
IfrsStatementLineItems [Line Items]
Risk-free interest rate	0.67%
Expected volatility	70.00%
Remaining term (in years)	4 years 4 months 24 days

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Derivative warrant liabilities (Details Narrative) $ in Thousands	Aug. 31, 2021 USD ($)
Derivative Warrant Liabilities
Derivative warrant liabilities	$ 2,100

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General and Administrative expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
Depreciation (Note 6)	$ 286	$ 220	$ 266
Consulting	614	564	422
Directors’ fees	225	181	84
Office and general	394	200	140
Shareholder information	545	511	286
Professional fees	1,089	1,297	1,258
Salaries and benefits	1,308	939	559
Management remuneration	1,470	466	435
Share based payments	2,933	3,228	178
Travel and accommodation	163	73	32
Total General and Administrative	$ 9,027	$ 7,679	$ 3,660

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Financial Instrument Related Costs and Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
Financial Instrument Related Costs And Other
Loss on derivative in gold bullion loans		$ (595)	$ (977)
Gain on derivative warrant liabilities (Note 26)	6,232	291
Change in fair v alue of convertible debentures (Note 25)	(901)	50
Accretion on asset retirement obligation (Note 20)	(134)	(6)	(8)
Finance costs (Note 23)		(1,978)	(457)
Transaction costs on convertible debenture (Note 25)	(31)	(855)
Loss on disposal of assets	(27)
Settlement of lawsuit			(116)
Transaction costs on derivative warrant liabilities (Note 7)	(665)
Interest accretion		(584)	(746)
(Interest) forgiveness of interest on leases	35	(7)	(8)
Withholding tax costs	(11)	3	(37)
Total Financial Instrument Related Costs and Other	$ 4,498	$ (3,681)	$ (2,349)

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Non-cash items (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
Non-cash Items
Depreciation	$ 286	$ 220	$ 266
Write-off of mineral properties and deferred exploration costs			16,705
Loss on derivative in gold bullion loans		595	823
Gain on derivative warrant liabilities	(6,232)	(291)
Change in fair value of convertible debentures	901	(50)
Share based payments	2,933	3,228	178
Accretion on asset retirement obligation	134	6	9
Interest accretion		584	746
Foreign exchange	50	(180)	11
Forgiveness of interest	(35)
Shares issued for interest on loans		584	499
Total Non-cash items	$ (1,963)	$ 4,696	$ 19,237

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Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
Combined basic Canadian federal and provincial statutory income tax rates including surtaxes	26.50%	26.50%	26.50%
Statutory income tax rates applied to accounting income	$ (1,400)	$ (3,218)	$ (6,114)
Foreign tax rates different from statutory rate		(60)	(619)
Permanent differences and other items	(762)	541	(817)
Benefit of tax losses not recognized	2,162	2,737	7,550
Provision for income taxes

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Taxes (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020
IfrsStatementLineItems [Line Items]
Balance, start of period	$ (10,299)	$ (8,231)
Charged to the consolidated statement of comprehensive loss	(2,124)	(2,068)
Balance, end of period	(12,423)	(10,299)
Balance, start of period	10,299	8,231
Charged to the consolidated statement of comprehensive loss	2,124	2,068
Balance, end of period	12,423	10,299
Net deferred tax assets (liabilities)
Deferred Tax Liabilities Mineral Properties [Member]
IfrsStatementLineItems [Line Items]
Balance, start of period	(9,949)	(8,014)
Charged to the consolidated statement of comprehensive loss	(2,474)	(1,935)
Balance, end of period	(12,423)	(9,949)
Deferred Tax Liabilities Debt Issuance Cost [Member]
IfrsStatementLineItems [Line Items]
Balance, start of period	(350)	(217)
Charged to the consolidated statement of comprehensive loss	350	(133)
Balance, end of period		(350)
Noncapital Losses [Member]
IfrsStatementLineItems [Line Items]
Balance, start of period	9,949	8,014
Charged to the consolidated statement of comprehensive loss	2,474	133
Balance, end of period	12,423	9,949
Net deferred tax assets (liabilities)
Noncapital Losses 1 [Member]
IfrsStatementLineItems [Line Items]
Balance, start of period	350	217
Charged to the consolidated statement of comprehensive loss	(350)	1,935
Balance, end of period		$ 350
Net deferred tax assets (liabilities)

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Taxes (Details 2) - USD ($) $ in Thousands	Aug. 31, 2021	Aug. 31, 2020
IfrsStatementLineItems [Line Items]
Temporary Differences	$ 89,570	$ 70,768
Noncapital Losses [Member]
IfrsStatementLineItems [Line Items]
Temporary Differences	87,242	70,583
Property, plant and equipment [member]
IfrsStatementLineItems [Line Items]
Temporary Differences	110	184
Capital Losses [Member]
IfrsStatementLineItems [Line Items]
Temporary Differences	1	1
Financing Costs [Member]
IfrsStatementLineItems [Line Items]
Temporary Differences	$ 2,217

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Taxes (Details 3) $ in Thousands	Aug. 31, 2021 USD ($)
2026	$ 1,356
2027	1,100
2028	1,198
2029	1,559
2030	1,131
2031	1,885
2032	1,978
2033	1,864
2034	1,740
2035	1,572
2036	1,625
2037	2,272
2038	2,960
2039	2,309
2040	5,819
2041	728
Non Capital Losses	$ 31,096

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Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2021	Aug. 31, 2020	Aug. 31, 2019
Reserve Quantities [Line Items]
Unused tax losses for which no deferred tax asset recognised	$ 31,096
Deferred tax liability	0	$ 0
Noncapital Losses [Member]
Reserve Quantities [Line Items]
Unused tax losses for which no deferred tax asset recognised	$ 31,096	$ 30,368
Canada [Member]
Reserve Quantities [Line Items]
Total average effective tax rate	26.50%	26.50%	26.50%
Tanzania [Member]
Reserve Quantities [Line Items]
Total average effective tax rate	30.00%	30.00%	30.00%
Tanzania [Member] | Noncapital Losses [Member]
Reserve Quantities [Line Items]
Unused tax losses for which no deferred tax asset recognised	$ 56,146	$ 44,797