20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

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

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended August 31, 2019

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________________ to ______________________

o	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

(Formerly known as TANZANIAN ROYALTY EXPLORATION COMPANY)

(Exact Name of Registrant as Specified in Its Charter)

ALBERTA, CANADA

(Jurisdiction of Incorporation or Organization)

Bay Adelaide Centre, East Tower

22 Adelaide Street West, Suite 3400

Toronto, Ontario

M5H 4E3

(Address of Principal Executive Offices)

James Sinclair

Executive Chairman

Tanzanian Gold Corporation

Bay Adelaide Centre, East Tower

22 Adelaide Street West, Suite 3400

Toronto, Ontario

M5H 4E3

Telephone: 1.844.364.1830

Fax: 860.799.0350

Email: j.sinclair@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	NYSE American
(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: 150,391,558 (as of August 31, 2019).

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

o Yes     x 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.    o Yes     x 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.

x Yes     o 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).

x Yes     o 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 o      Accelerated filer x      Non-accelerated filer o      Emerging Growth Company o

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

U.S. GAAP o

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

Other o

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 o Item 18 o

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).    o Yes     x No

TABLE OF CONTENTS

Cautionary Note to U.S. Investors Concerning Estimates of Mineral Resources	1
Currency	1
Foreign Private Issuer Filings	1
Glossary of Technical Terms	2
PART I
Item 1.  Identity of Directors, Senior Management and Advisors	6
A.   Directors and Senior Management:	6
B.   Advisers	6
Item 2.   Offer Statistics and Expected Timetable	6
Item 3.   Key Information	6
A.   Selected Financial Data	6
B.   Capitalization and Indebtedness	7
C.   Reasons for the Offer and Use of Proceeds	7
D.   Risk Factors	7
Item 4.     Information on the Company	17
A.   History and Development of the Company	17
B.   Business Overview	17
Plan of Operations	18
Governmental Regulations	36
C.   Organizational Structure	37
D.   Property, Plant and Equipment	37
Buckreef Project	38
Kigosi Project	47
Lunguya Project Area	51
Itetemia Property	53
Luhala Property	57
Item 4A.    Unresolved Staff Comments	58
Item 5.   Operating and Financial Review and Prospects	59
A.  Operating Results	59
B.   Liquidity and Capital Resources	60
C.   Research and Development, Patents and License, etc.	66
D.   Trend Information	66
E.   Off Balance Sheet Arrangements	66
F.   Tabular Disclosure of Contractual Obligations	66
Item 6.    Directors, Senior Management and Employees	66
A.  Directors and Senior Management	66
B.   Executive Compensation	71
C.   Board Practices	76
D.   Employees	81
E.   Share Ownership	81
Item 7.    Major Shareholders and Related Party Transactions	82
A.  Major Shareholders	82
B.   Related Party Transactions	82
C.   Interests of Experts and Counsel	83
Item 8.    Financial Statements	83
A.  Consolidated Statements and Other Financial Information	83
B.   Significant Changes	84
Item 9.    The Offering and Listing	84
A.  Offering and Listing Details	84
B.   Plan of Distribution	84
C.   Markets	84
D.  Selling Shareholders	84
E.   Dilution	84
F.   Expenses of the Issue	84

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Item 10.   Additional Information	84
A.   Share Capital	84
B.   Articles of Association and Bylaws	85
C.   Material Contracts	87
D.   Exchange Controls	89
E.   Taxation	90
F.   Dividends and Paying Agents	99
G.   Statement by Experts	99
H.   Documents on Display	99
I.   Subsidiary Information	99
Item 11.   Quantitative and Qualitative Disclosures About Market Risk	99
Item 12.   Description of Securities Other than Equity Securities	99
Part II
Item 13.   Defaults, Dividend Arrears and Delinquencies	99
Item 14.   Material Modifications to the Rights of Security Holders and Use of Proceeds	100
Item 15.   Controls and Procedures	100
Item 16 A.   Audit Committee Financial Expert	101
Item 16 B.   Code of Ethics	101
Item 16 C.   Principal Accountant Fees and Services	101
Item 16 D.   Exemptions from the Listing Standards for Audit Committees	102
Item 16 E.    Purchases of Equity Securities by the Issuer and Affiliated Purchasers	102
Item 16 F.   Change in Registrant’s Certifying Accountant	102
Item 16 G.   Corporate Governance	102
Item 16 H.   Mine Safety Disclosure	102
Part III
Item 17.   Financial Statements	102
Item 18.   Financial Statements	103
Item 19.   Exhibits	103

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Cautionary Note to U.S. Investors Concerning Estimates of Mineral Resources

As an Alberta corporation, Tanzanian Gold Corporation (the “Company”) is subject to certain rules and regulations issued by Canadian Securities Administrators. The Company files this Annual Report on Form 20-F as its Annual Information Form (“AIF”) with the British Columbia, Alberta and Ontario Securities Commissions via the System for Electronic Document Analysis and Retrieval (“SEDAR”). Under the filing requirements for an AIF, the Company is required to provide detailed information regarding its properties including mineralization, drilling, sampling and analysis, security of samples, and mineral resource and mineral reserve estimates, if any. Further, the Company may describe its properties utilizing terminology such as “Proven Mineral Reserve” or “Probable Mineral Reserve” or “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources” that are permitted by Canadian securities regulations.

U.S. investors are cautioned not to assume that any part of the mineral deposits, if any, in the “Proven Mineral Reserve” or “Probable Mineral Reserve” or “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources” categories will ever be converted into reserves. Further, these terms are not defined terms under SEC Industry Guide 7 and are not permitted to be used in reports and registration statements filed with the United States Securities and Exchange Commission (“SEC”). The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7, as interpreted by the staff of the SEC, mineralization may not be classified as a “reserve” for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC guidelines. In addition, NI 43-101 permits disclosure of “contained ounces” of mineralization. In contrast, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.

United States investors are cautioned not to assume that any part or all of the mineral deposits identified as an “indicated mineral resource,” “measured mineral resource” or “inferred mineral resource” will ever be converted to reserves as defined in SEC Industry Guide 7. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies. U.S. investors are cautioned not to assume that part or all of an inferred mineral resource exists, or is economically or legally mineable.

For clarification, the Company has no properties that contain “Proven (Measured) Reserves” or “Probable (Indicated) Reserves” as defined by SEC securities regulations.

Currency

All references to dollar amounts are expressed in the currency of Canada, unless otherwise specifically stated.

Foreign Private Issuer Filings

As a foreign private issuer registered under section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company is subject to section 13 of the Exchange Act, and is required to file an Annual Report on Form 20-F and Reports of Foreign Private Issuer on Form 6-K with the SEC. However, the Company is exempt from the proxy rules under section 14 of the Exchange Act, and the short-swing profit and other rules regarding disclosures of directors, officers and principal stockholders under section 16 of the Exchange Act.

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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.
Barrick	Barrick Gold Corp.
CIL	Carbon-in-leach
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 totalling 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.
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.
JORC	The Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.
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).

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mill	A facility for processing ore to concentrate and recover valuable minerals.
mineral reserve	That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
mineralization	The hydrothermal deposition of economically important metals in the formation of ore bodies or “lodes”.
net smelter or NSR royalty	Payment of a percentage of net mining profits based on returns from the smelter, after deducting applicable smeltering charges.
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.
NI 43-101 ITR	Amended and Updated Buckreef Pre-Feasibility Independent Technical Report prepared by Virimai Projects (QP) with effective date of 28th June 2018 as filed on SEDAR.
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.
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.
Pyrrhotite	A bronze coloured mineral of metallic lustre that consists of ferrous sulphide and is attracted by a magnet.
pyrite	Iron sulphide mineral.
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.
quartz	Silica or SiO2, a common constituent of veins, especially those containing gold and silver mineralization.
RAB	Rotary air blast drilling.
RC	Reverse circulation drilling.
reef	A geological discontinuity which served as a trap or conduit for hydrothermal mineralizing fluids to form an ore deposit.
silicification	Replacement and or impregnation of the constituent of a rock by quartz rich hydrothermal fluids or (silica).

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Sloane	Sloane Developments Ltd., a corporation based in the United Kingdom.
Songshan	Songshan Mining Company.
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 sheetlike 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 mineralisation either in or proximal to the veins.

Canadian Terminology

The following terms may be used in the Company’s technical reports to describe its mineral properties and have been used in this Annual Report (see “Cautionary Note to U.S. Investors Concerning Estimates of Measured and Indicated Mineral Resources”). These definitions have been published by the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) as the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines adopted by the CIM Council on May 10, 2014, and have been approved for use by Canadian reporting issuers by the Canadian Securities Administrators under NI 43-101, and as those definitions may be amended:

Mineral Resource

A concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. A Mineral Resource is an inventory of mineralization that under realistically assumed and justifiable technical and economic conditions might become economically extractable.

Inferred Mineral Resource

That part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. Confidence in the estimate is insufficient to allow the meaningful application of technical and economic parameters or to enable an evaluation of economic viability worthy of public disclosure.

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Indicated Mineral Resource	An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
Measured Mineral Resource	A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.
	A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
Mineral Reserve	A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resources are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve. The term “mineral reserve” need not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.
Probable Mineral Reserve	Is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study.  This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
Proven Mineral Reserve	Is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. 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.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

A.       Directors and Senior Management:

Not applicable.

B.       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, 2019, 2018, 2017, 2016 and 2015 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. Unless stated otherwise, reference to dollar amounts in this Annual Report shall mean Canadian dollars.

For each of the years 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 Canadian dollars, except number of shares):

	For the year ended August 31,
		2019			2018			2017			2016			2015
Operations:
Revenues					-			-			-			-
Net loss	$	(29,317,517	)	$	(6,897,397	)	$	(6,434,112	)	$	(12,781,902	)	$	(8,995,697	)
Basic and diluted loss per share		(0.22	)		(0.06	)		(0.05	)		(0.12	)		(0.09	)

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	2019			2018			2017			2016			2015
Balance sheet:
Working Capital (deficiency)		(9,095,970	)		(12,010,685	)		(6,552,376	)		(11,836,214	)		(4,684,253	)
Total Assets		38,118,925			53,235,140			51,353,088			49,885,545			53,108,859
Net Assets		19,663,791			34,326,005			36,254,043			35,156,483			46,072,190
Share Capital		142,251,909			127,003,132			125,174,377			122,380,723			120,532,634
Number of Shares		150,391,558			125,162,803			121,784,619			109,068,492			107,853,554
Deficit	$	132,462,683		$	103,263,959		$	96,566,577		$	90,600,819		$	77,970,955

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, if warranted, 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 actually 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 has incurred net losses since its inception and expects losses to continue.

The Company has not been profitable since its inception. For the fiscal year ended August 31, 2019, the Company had a comprehensive loss of $29,317,517, and an accumulated deficit of $132,462,683. The Company has never generated revenues and does not expect to generate revenues until one of its properties are placed in production. There is a risk that none of the Company’s properties will be placed into production.

The Company needs additional capital.

As at August 31, 2019, the Company had cash of approximately $3,389,319 and working capital deficiency of approximately $9,095,970. The Company will continue to incur exploration and development costs to fund its plan of operations and will need to raise capital to build a mining plant at the Buckreef Project. Ultimately, the Company’s ability to continue its exploration activities depends in part on the Company’s ability to commence operations and generate revenues 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

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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 a dilutive effect.

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

Based on the Company’s current funding sources and taking into account the working capital position and capital requirements at August 31, 2019, these factors indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern and is dependent on the Company raising additional debt or equity financing. The Company must obtain additional funding in fiscal 2019 in order to continue development and construction of the Buckreef Project. Furthermore, the Company is currently negotiating project financing terms with a number of lending institutions, which the Company believes will result in the Company obtaining the project financing required to fund the construction of a mill at the Buckreef Project. However there is no assurance that such additional funding and/or project financing will be obtained or obtained on commercially favourable terms.

The Company has no cash flow from operations and has historically depended on the proceeds from equity financings for its operations.

The Company’s current operations do not generate any revenues or cash flow. Any work on the Company’s properties will require additional equity financing. If the Company seeks funding from existing or new joint venture partners, its project interests will be diluted. If the Company seeks additional equity financing, the issuance of additional shares will dilute the current interests of the Company’s current shareholders. The Company may not be able to obtain additional funding to allow the Company to fulfill its obligations on existing exploration properties. The Company’s failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development and the possible partial or total loss of the Company’s potential interest in certain properties or dilution of the Company’s interest in certain properties.

We are subject to litigation which could cause a dilutive effect to our shareholders and require us to incur legal expenses.

On January 19, 2018, Crede CG III, LTD (“Crede”) filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming, among other things, breach of contract for failure to allow Crede to exercise 1,300,000 Series A Warrants, as described in Note 5, to acquire 3,100,751 common shares.  The Series A Warrants were issued, along with Series B Warrants (the Series A Warrants and Series B Warrants, collectively “Warrants), in connection with a Securities Purchase Agreement entered into on September 1, 2016. In response to the complaint, our attorneys initiated correspondence with Crede’s attorneys regarding Crede’s January 19, 2018 complaint. On February 27, 2018, Crede dismissed its complaint against us without prejudice. On March 12, 2018, Crede filed suit against us in the Supreme Court of the State of New York, County of New York (Index No. 651156/2018) (“State Claim”), claiming breach of contract (including specific performance and injunctive relief); declaratory judgment that the Securities Purchase Agreement and Warrants are binding obligations; and, in the event injunctive and declaratory relief is not ordered, awarding compensatory and punitive damages, and attorney fees and costs for failure to allow Crede to exercise 500,000 Series B Warrants to acquire 1,332,222 common shares. On August 21, 2019, we filed a notice of appeal and seeking a stay of the summary judgement order in the State Claim pending appeal. On October 17, 2019, the court in the State Claim order the delivery of 1,332,222 shares of common stock with an officer designated by the court and that a bond of US$200,000 be posted. We do not believe that the New York Supreme Court of the State of New York in the State Claim had the authority to require to post a bond in the amount US$200,000. Accordingly, we have appealed the Supreme Court of the State of New York’s authority to require us to post a bond. In the event that we are required to post the US$200,000 and we are unable to do so, Crede will have right to sell the 1,332,222 common shares and to exercise its rights under the Securities Purchase Agreement notwithstanding our appeal. This potential right for Crede to sell its common shares and exercise its rights under the Securities Purchase Agreement could have detrimental affect on the price of our common shares. As discussed below, the Supreme Court of the State of New York’s decision does not affect our Federal Claim against Crede for market manipulation, among other claims, as discussed below.

On May 10, 2018, the Company filed a complaint in the United States District Court Southern District of New York against Crede and certain of its principals, and Wellington Shields & Co who acted as the broker in the sale of securities pursuant to the Securities Purchase Agreement alleging, among other things, violation of Section 10 and Rule 10b-5 promulgated thereunder of the Exchange Act, violation of Section 13(d) and Rule 13d-1 promulgated thereunder of the Exchange Act, and breach of contract (“Federal Claim”). On July 17, 2018, we filed a first amended complaint in the United States District Court Southern District of New York, seeking, in addition to the relief sought in the initial

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complaint, declaratory relief that Securities Purchase Agreement and related agreements, including the Warrants, are void based on a violation of Section 29(b) of the Exchange Act. On March 26, 2019, in response to a motion to dismiss by the defendants in the action in Federal Claim, the District Court dismissed certain of our claims against the defendants, but allowed our claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder of market manipulation against, and our claim of breach of the covenant of good faith and fair dealing by Crede to continue.

The Federal Claim is in its initial stage and discovery has been initiated. In the event that we are forced to allow Crede to exercise the Warrants pursuant to the Supreme Court of the State of New York’s order and/or are subject to damages, we may be required to issue additional common shares under the Securities Purchase Agreement. Under the terms of the Securities Purchase Agreement, the maximum number of common shares that may be issued in the transaction is limited to 21,704,630, of which 10,344,487 have been issued. Pursuant to the Securities Purchase Agreement, we have also agreed to register the common shares that may be issued to Crede pursuant to a registration rights agreement. The issuance of additional common shares will have a dilutive effect to our shareholders and the payment of damages and legal expenses may adversely affect our financial condition.

As of August 31, 2019, our internal control over financial reporting were ineffective, and if we continue to fail to improve such controls and procedures, investors could lose confidence in our financial and other reports, the price of our shares of common stock may decline, and we may be subject to increased risks and liabilities.

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that we file annual reports with respect to our business and financial condition. Section 404 of the Sarbanes-Oxley Act requires, among other things, that we include a report of our management on our internal control over financial reporting. We are also required to include certifications of our management regarding the effectiveness of our disclosure controls and procedures. For the year ended August 31, 2019, our management has concluded that our disclosure controls and procedures and internal control over financial reporting were ineffective due to the following material weaknesses: (i) review and approval of certain supplier and vendor invoices and the related oversight and accuracy of recording the associated charges in the Company’s books; and (ii) lack of adequate oversight related to the development and performance of internal controls. . , We intend to implement changes and procedures to address these issues; any 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. If we cannot effectively and efficiently improve our controls and procedures, we could suffer material misstatements in our financial statements and other information we report and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial and other information. This could lead to a decline in the trading price of our common shares.

The Company has issued a number of gold and cash loans which at the option of holder are convertible into common shares, may be repaid through the issuance of gold, are secured by the Company’s assets and may be subject to annual renewal.

To finance the Company’s operations and prior exploration, as of August 31, 2019, the Company has issued $6,927,371 loans in the aggregate. Of this amount, $4,998,127 was in the form of gold bullion loans. The principal and interest on the gold bullion loans may be, at the election of the holder, repaid in cash, gold bullion or convertible into common shares. In the event the gold loan holder elects repayment in gold bullion and the Company does not have the gold bullion, it may be required to purchase gold bullion on the open market in order to repay the loans. As a result, the Company may be at risk in the event the price of gold increases and the Company is required to purchase gold bullion to repay the loan. Further, the holders of the gold bullion loans may elect to convert the principal and interest of such loans into common shares at exercise prices ranging from US$0.26 and US$0.5320 per share, which has the effect of diluting the ownership of existing shareholders.

In addition, as of August 31, 2019, the Company has issued $1,929,244 in convertible loans. The principal and interest on the convertible loans may be, at the election of the holder, repaid in cash or convertible into our common shares at exercise prices ranging from US$0.26 to US$0.3446 per share. In the event that the holder of the convertible loans elects to convert the principal and interest of such loans into common shares, such conversion will have the effect of diluting the ownership of existing shareholders.

Further, the gold and cash loans are secured by certain assets of the Company, including its CIL plant, pad loadings, gold on pads, gold in form of dore, gold in plan process and gold at refinery. In the event of default, the Company may lose its rights to these assets which could adversely affect its operations.

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Finally, these loans are subject to annual renewal. Although many of these holders of loan have renewed the loans on an annual basis, no assurance can be given they will continue to annually renew the loans.

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

With the exception of one project, the Buckreef Project, all of the other Company’s properties are in the exploration stage and no proven 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 may be subject to unforeseen hazards such as unusual or unexpected formations and other conditions. The Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material adverse effect on the Company’s financial position.

The Company depends on key management personnel.

The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management, including James E. Sinclair, Executive Chairman. Investors must be willing to rely to a significant extent on their discretion and judgment. The Company does not have an employment contract with the Executive Chairman. The Company does not maintain key-man life insurance on the Executive Chairman.

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.”

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”), 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 our business, results of operations or financial condition. In addition, actual or alleged violations could damage our 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 our management.

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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.

Risks Relating to the Mining Industry

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 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.

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

Mineral resource exploration is a speculative business and involves a high degree of risk. The Company has completed several diamond and reverse circulation drilling programs on the Buckreef Project and independent qualified persons have reviewed the results of the drilling program in the context of analyzing the economic significance of the open-pittable mineral resources at the Buckreef Project using current gold prices. However, the exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Significant expenditures will be required to locate further and/or upgrade mineral resources from inferred category to measured and Indicated category, to revise and/or upgrade the recently established mineral reserves, to develop metallurgical processes, to purchase, construct and run a test 60tph pilot process plant and to finalize on a bankable feasibility study to construct mining and processing facilities at the Buckreef Project site.

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. The Company’s existing or future exploration programs or acquisitions may not result in the identification of deposits that can be mined profitably.

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

The Company has relied on and may continue to rely upon consultants for exploration development, construction and operating expertise. Substantial expenditures are required to construct mines, to establish ore reserves through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the exploration infrastructure at any site chosen for exploration. The Company may not be able to discover minerals in sufficient quantities to justify commercial operation, and the Company may not be able to obtain funds required for exploration on a timely basis.

The Company may not have clear title to its properties.

Acquisition of title to mineral properties is a very detailed and time-consuming process, and the Company’s title to its properties may be affected by prior unregistered agreements or transfers, or undetected defects. Several of the Company’s prospecting licenses are currently subject to renewal by the Ministry of Energy and Minerals of Tanzania. There is a risk that the Company may not have clear title to all its mineral property interests, their licenses may not be renewed or they may be subject to challenge or impugned in the future. See “Mineral Properties”. In other instances, the Company might not have immediate access to some of its mineral properties due to the ever revolving statutory requirements and regulations as enacted by the Government of Tanzania and enforced by the various ministries.

During fiscal 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 notice sent by the Ministry of Energy and Minerals of Tanzania did not follow due process under Tanzania law and the Company filed an appeal to this notification subsequent to fiscal year-end. Further, during fiscal 2019, the Company received a notice of rejection of the mining license application for Itetemia, for failure to have complied with certain regulations. The notice sent by the government did not follow due process under Tanzania law and the Company filed an appeal to this notification subsequent to year-end. The Company remains confident that they will be successful in the appeals. However, although the Company believes that it will be successful in appealing the notice of cancellation of the Kigosi mining license and appeal of notice of rejection of the mining license application for Itetemia, in the event the Company loses either appeal, the Company may lose its rights to either the Kigosi mining license or Itetemia mining license.

The Company’s properties have been and may continue to be subject to illegal mining.

During 2015, illegal miners, consisting primarily of artisanal miners, invaded and forced occupation at the Buckreef Project. As a result, these illegal miners disrupted the Company’s activities. As a result of these illegal miners’ activities, the Company provided a notice of force majeure under its agreement with Stamico and did not allow Tanzam, the Company’s joint venture operator, to continue mining activities at the Company’s property until this issue was resolved. Although the Company worked out an agreement with Deputy Minister of Energy and Minerals to provide an area for artisanal mining, no assurance can be given that no more illegal mining activities will occur at the Company’s properties or disrupt its operations. Recently, the Company has requested for and been provided with a police detail from the Ministry of Home Affairs, through the offices of the Inspector General of Police (Tanzania) permanently stationed and patrolling the Buckreef Project as further efforts by the Company to deter illegal Mining on the main project site.

During the fiscal year, there has been some attempted invasion in and around the Buckreef Project. The Company has requested and been granted the presence of Tanzanian police at the camp site and is negotiating a Memorandum of Understanding with the Tanzanian Inspector General Police, to have a permanent security detail from the police force.

Mining exploration, development and operating activities are inherently hazardous.

The Company has not paid all annual license fees on its properties and it may be subject to penalties.

In order to maintain the existing site of mining and exploration licenses, the Company is required to pay annual license fees. The Company has been making efforts to pay off certain of its outstanding annual license fees since October 2014 for all its active licenses. The Ministry of Mines has put into effect a requirement that even though a license is forfeited, the outstanding annual fees are still due and considered a liability. As at August 31, 2019, an accrual of $707,000 (August 31, 2018 - $260,000) has been recorded relating to unpaid license fees. For active licenses, these licenses remain in good standing until a letter of demand is received from Ministry of Mines requesting payment of any unpaid license fees plus 50% penalty, and the Company fails to respond within 30 days. The Company has not received a letter of demand from the Ministry of Mines on its active licenses. The current penalty estimate relating to unpaid license fees is

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approximately $219,000 (August 31, 2018 - $125,000). The Company has not recorded an accrual for all valid and active mining licenses but only from the forfeited licenses list as stated above.

The Company may be subject to additional payments to the Tanzanian government because it has not brought the Buckreef Project into production by a certain date.

The Company’s joint venture agreement with Stamico contains an obligation clause regarding the commissioning date for the plant. The clause becomes effective only in the event the property is not brought into production before a specified future date which was originally estimated to be in December 2015. Under the agreement, the Company is entitled to extend the date for one additional year: (i) for the extension year; on payment to Stamico of US$500,000; (ii) for the second extension year, on payment to Stamico of US$625,000; and (iii) for each subsequent extension year, on payment to Stamico of US$750,000.

The Company has received a request letter from Stamico regarding the status of the penalty payment and has responded that no penalty is due at this time. The Company has received a subsequent letter from Stamico regarding request for payment. It remains the Company’s position that no penalty is due at this time, but the Company and Stamico have been engaged in settlement discussions to resolve this issue, and a payment of $172,330 has been made in connection with the settlement discussions to be applied towards the amount owing with the remainder to be paid out of proceeds of production.

No assurance can be given that Stamico will not demand additional money from the Company because the Company has not brought the Buckreef Project into production by a certain date.

If the Company experiences mining accidents or other adverse conditions, the Company’s mining operations could be materially adversely affected.

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.

Development of the Company’s projects is based on estimates and the Company cannot guarantee that its projects, if any, will be placed into 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 Project, if it ever achieves production, 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 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 federal, state and local laws and regulations.

Laws and regulation govern the exploration, mining development, mine production, importing and exporting of minerals; taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters. The Company requires licenses and permits to conduct exploration and mining operations. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on the Company. Applicable laws and regulations will require the Company to make certain capital and operating expenditures to initiate new operations. Under certain circumstances, the Company may be required to close an operation once it is started until a particular problem is remedied or to undertake other remedial actions.

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The Buckreef Project is held through a special mining license expiring June 11, 2027 granted pursuant to the Mining Act, 2010 (Tanzania). The Company’s has other mineral interests in Tanzania that are held under prospecting licenses granted under that Act. There are initial application fees, registration fees, preparation fees and annual rental fees for prospecting licenses based on the total area of the license. Renewals of prospecting licenses can take many months and possibly even years to process by the regulatory authority in Tanzania and there is no guarantee that they will be granted. With each renewal at least 50% of the licensed area, if greater than 20 square kilometers, must be relinquished and if the Company wishes to keep the relinquished one-half portion, it must file a new application for the relinquished portion. There is no guarantee on the timing for processing the new application and whether it will be successful.

In addition, any new license (PL, ML & SML) applications and renewals are also now subject to the recently enacted of the Ministry of Mines Local Content Regulations GN 3 of 2018 that is enforced by the newly enacted and established 6-member Tanzanian Mining Commission that now oversees the Mining Commissioner and all license applications. The new regulations reflect a strong will to foster diversification and linkages to the local economy, create jobs through the use of Tanzanian expertise, goods and services, businesses and financing in the mining value chain. Not only does it force licensees and contractors to use indigenous Tanzanian companies for the procurement of goods and services, but also requires a physical presence in Tanzania.

Risks Relating to the Market

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

The mining industry in which the Company is engaged is in general, highly competitive. Competitors include well-capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of the Company. The Company competes with other mining companies in connection with the acquisition of gold and other precious metal properties. In general, properties with a higher grade of recoverable mineral and/or which are more readily mineable afford the owners a competitive advantage in that the cost of production of the final mineral product is lower. Thus, a degree of competition exists between those engaged in the mining industries to acquire the most valuable properties. As a result, the Company may eventually be unable to acquire attractive gold mining properties.

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

The economics of developing metal and mineral properties are affected by many factors beyond the Company’s control, including, without limitation, the cost of operations, variations in the grade ore or resource mined, and the price of such resources. The market prices of the metals for which the Company is exploring are highly speculative and volatile. Depending on the price of gold or other resources, the Company may determine that it is impractical to commence or continue commercial production. Gold prices fluctuate widely and are affected by numerous factors beyond the Company’s control, including central bank purchases and sales, producer hedging and de-hedging activities, expectations of inflation, the relative exchange rate of the U.S. dollar with other major currencies, interest rates, global and regional demand, political and economic conditions, production costs in major gold-producing regions, speculative positions taken by investors or traders in gold and changes in supply, including worldwide production levels. The price of gold and other metals and minerals may not remain stable, and such prices may not be at levels that will make it feasible to continue the Company’s exploration activities, or commence or continue commercial production. The aggregate effect of these factors is impossible to predict with accuracy.

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 has obtained a license to explore, develop and operate the properties. 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 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 the Tanzania. Therefore, the government of Tanzania will have a substantial input at the Company’s operations at the Buckreef Project.

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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.

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

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.

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 the 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.

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

In the future, in connection with current and future financings, the Company could have sales of a significant number of its common shares in the public market which could harm the market price of its common shares and make it more difficult for the Company to raise funds through future offerings of common shares. The Company’s shareholders may sell substantial amounts of its common shares in the public market. The availability of these common shares for resale in the public market has the potential to cause the supply of its common shares to exceed investor demand, thereby decreasing the price of the common shares.

In addition, the fact that the Company’s shareholders can sell substantial amounts of its common shares in the public market, whether or not sales have occurred or are occurring, could make it more difficult for the Company to raise

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additional financing through the sale of equity or equity-related securities in the future at a time and price that it deems reasonable or appropriate.

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 Ontario as an extra-provincial company under the Business Corporations Act (Ontario).

The principal executive office of the Company is located at Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Suite 3400, Toronto, Ontario, M5H 4E3, and its telephone number is (844) 364-1830. Our internet address is www.tangoldcorp.com.

For the year ended August 31, 2019, the Company reported a net loss of $29,317,517. Included in the net loss is $22,229,752 of mineral properties and deferred exploration expenses that were written off primarily relating to the Kigosi, Itetemia and Luhala properties. In light of the Company’s strategic focus on the Buckreef Project, the Kigosi, Itetemia and Luhala properties were placed in a care and maintenance phase for potential development in the future. The Company incurred deferred exploration expenditures of $3,137,557 during the year ended August 31, 2019.

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 2019, the Company focused on the Buckreef Project. In January 2019, Stamico and Coreworthy were selected to complete Phase One of the Company’s planned three-phase drill program and in February 2019, the Company announced new assay results from the first completed drill hole PBR010, which included two mineralized zones. In March 2019, further assay results were announced with significant intercepts reported from two additional drill-holes, PBR05 and PBR07, as well as assay results for six drill-holes, PBR06, PBR08, PBR024, PBR025; PBR028 and PBR029, drilled to target the strike and down-dip extension of gold mineralization associated with a hanging-wall zone, one of two major splays associated with the Buckreef main shear returned wide but low grade gold values. In early May 2019, the first set of assay results were announced from the deep level diamond core drilling program at the Buckreef Project. Significant intercepts were reported from Hole L13-3, the first diamond drill-hole below the pit bottom on the central section of the Buckreef main zone. Assay results from the ongoing RC in-fill drilling program within the open pit were received for five additional holes PBR018, PBR019, PBR020, PBR01 and PBR024 with significant intercepts on Hole PBR18, PBR19 and PBR20. In late May 2019, results from three holes were announced, which brought to an end Phase I of the in-pit drilling program. Significant intercepts were noted for Hole U22-1, Hole L19-1 and PBR011. In early June 2019, the results from the third hole, Hole L19-2, of the Phase II drilling program were announced, with notable intercepts. In early August 2019, the Company announced the start of a geophysical survey at the Buckreef Project to help complete the Company’s new resource-geology model, which geophysical survey was completed by mid-September.

B.       Business Overview

The Company is a mineral resource company with exploration stage properties, which engages in the acquisition of interests in and the exploration of natural resource properties in the future and the possible development of those properties where warranted. The Company commits its own resources to the initial evaluation of mineral properties and in select situations, if and when warranted, the Company enters into joint venture agreements with other corporations to further the exploration of such properties for the purpose of earning income from the sale of gold and other mined materials. At present, the Company’s natural resource activities do not generate any income.

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 Tanzania. Tanzania remains the focus of the Company’s exploration and development activities.

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In the Company’s view, its use of a joint venture in addition to its planned direct exploration and development offers investors leverage to precious and base metal prices with lower risk and shareholder dilution. Future production royalties from any producing properties discovered by joint venture partners would provide the Company with a direct interest in the mine’s cash flow, with exposure to any benefits from new discoveries and production growth, but without the capital obligations, and environmental and social liabilities, associated with direct ownership.

Plan of Operations

Exploration Activities

All of the properties in which the Company holds an interest are in the exploration and preliminary economic assessment stages of mining. Mineral exploration involves a high degree of risk and few properties, which are explored, are ultimately developed into producing mines. There is no assurance that the Company’s mineral exploration activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors beyond the control of the Company.

By way of general description of the Company’s operating activities, the Company’s business operations involve using known or published geological and geophysical data to locate mineral resource properties meriting further exploration or development. Once identified, the Company must stake and apply for registration to title of the mineral properties, or negotiate the acquisition of such properties from any third party owners. Upon registration or acquisition of title, the Company then designs a program of preliminary exploration which can involve grid mapping, geophysical and magnetic surveying, geochemical surveying, geological mapping and sampling, grab sampling, assaying and other forms of prospecting as circumstances may require. Based on the preliminary results, mineral properties are ranked according to merit for further exploration work, which may involve further mapping, more detailed geophysical and geochemical surveying, and trenching to identify potential drill targets. If mineralization is indicated which merits further investigation, drill targets are selected and a preliminary RC drilling program commences for underground sampling and assaying. If the results are positive, then a diamond drilling program will commence mainly to check, verify and confirm the mineralization potential of the prospect.

Based on the drilling program results, the Company will develop models of the underlying geology and mineralized zones for more detailed testing. After further drilling, some mineralized zones will then be modeled using relevant geological software and ultimately be classified as inferred or indicated mineral resources. With sufficient infill drilling, these inferred or indicated mineral resources can be confirmed as a measured mineral resource, upon which a pre-feasibility study can be prepared by a qualified, independent mining engineer or geologist to determine whether mining activities are economic in the circumstances of the particular property. A pre-feasibility study must be completed under the requirements of NI 43-101 in Canada in order for mineral reserves to be designated and to confirm the appropriate mining and mineral processing method based on the geological and metallurgical studies of the ore. A final or bankable feasibility study must be completed for the designation of reserves under the SEC’s Industry Guide 7. If the bankable feasibility study is favorable, the Company can then use the feasibility study to seek out the necessary financing from a merchant banker or other financial institution for mine construction and development.

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The map below shows the regional location of the Company’s primary properties with historical and/or a current published mineral resource estimate in Tanzania.

The map below shows the location of mainstay prospects that make up the Company’s Buckreef Project with a published Mineral resource and Mineral reserve estimate in Geita District, Tanzania

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Highlights for the year ended August 31, 2019

Financial:

Ø On August 13, 2019, the Company closed a public offering of 4,000,000 common shares at US$0.75 raising US $3,000,000.

Ø On July 1, 2019, the Company closed a registered direct offering of 1,916,379 common shares at US$0.58 per share raising US $1,111,500.

Ø On May 3, 2019, the Company completed the sale of 2,316,084 common shares at US $0.66 per share raising US $1,530,700 in the aggregate in a registered direct offering.

Ø On April 18, 2019, the Company completed the sale of 606,165 common shares at US $0.58 per share raising US $350,000 in the aggregate with three investors in a registered direct offering.

Ø On March 4, 2019, the Company completed the sale of 625,557 common shares at a price of US $0.45 per common share, raising an aggregate of US $281,000 in a registered direct offering.

Ø On January 16, 2019, the Company completed the sale of 3,924,386 common shares at a price of US $0.23 per common share, raising an aggregate of $1,172,798 (US $885,734) in a registered direct offering. Share issue costs amounted to $103,591 for net proceeds of $1,069,207.

Ø During the year ended August 31, 2019, the Company closed $287,800 (US $216,857) 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. If the bullion loans are paid back by bullion, the valuation date for such bullion will be the date of the loan agreements. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of US$0.3357 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.3357 per share. There is no prepayment penalty.

During the year ended August 31, 2019 the Company settled $130,670 (US$100,000) of principal amount of outstanding loans through the issuance of 402,077 common shares.

Ø During the year ended August 31, 2019, the Company received loans in the amount of $1,596,401 (US$1,230,799) with a one year term with a right to extend by one 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 exercise prices ranging from US$0.27 to US$0.34 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at prices ranging from US$0.27 to US$0.34 per share.

During the year ended August 31, 2019, the Company settled $2,614,343 (US$2,028,768) of principal amount of outstanding loans through the issuance of 7,387,818 common shares.

Ø In connection with the gold loans described in note 21 and the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 686,446 common shares with a value of $581,181. The finder’s fee was allocated proportionally between the gold loans and convertible loans.

Ø The Company entered into extension agreements in regards to USD$1,530,000 in gold loans closed on June 22, 2015, extending the term by one year to June 22, 2018, but modifying no other terms of the 2015 loans.

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Buckreef Project: Mine Development and Operations

Please refer to “Exploration” below for details about exploration work carried out on the Buckreef Project during fiscal 2019. No mining or ore processing activities conducted at South Pit and Plant during the year under review. Cumulative Total Ore mined from the Buckreef South Pit (ROMPad + Pad#1-Pad#3+Crusher pad) as of August 31, 2019 remains at 119,725.59 tonnes averaging 1.86g/t Au with total contained metal ounces of 7,161.24.

The disposition of the Ore stockpiled as of August 31, 2019, remains as follows: ROMPAD: 72,315.66t @1.39g/t Au (3,237.96 Ozs); Pad#1: 20,931.75t @2.29g/t Au (1,541.77 Ozs); Pad#2: 12,943.78t @2.78g/t Au (1,155.55 Ozs); Pad#3: 9,237.90t @ 3.85g/t Au (1,143.49 Ozs) & Crusher Pad: 4,245t @ 3.86 g/t Au (526.62 Ozs).

The following is a summary of the work carried out on the Buckreef Project during fiscal 2019.

Ø The Buckreef Technical team with inputs from Virimai Projects (consultant QP) completed a 63-hole (LOM) deep drilling program totaling 39,305m (underground potential resource) and a 29-hole resource upgrade drilling program totaling 4,463m focusing on the main Buckreef Project.

● Tenders inviting bids for the planned Phase 1 resource upgrade drilling program were floated in local newspapers as per new Mining regulations in December 2018.

● Applications for new licenses covering same area for 6 Buckreef licenses (PL6431/10; PL6544/10; PL6545/10; PL6546/10; PL6547/10 & PL6548/10) were lodged on 12th November 2018 with the offices of the Mining Commission (Ministry of Mines Licensing now under the Commission).

● The Application on the Buziba license (PL6545/10) was submitted for conversion to an ML based on the initial economic studies already completed on the license, including the 2012 Preliminary Economic Assessment (PEA) Report completed on the Buziba prospect by Venmyn resource consultants of South Africa.

● The first renewal license application on PL9968-14 was successfully uploaded on the Ministry’s Online Portal to generate application fee invoice. The US$300 invoice was subsequently sent to the accounts department (Dar) for settlement.

● The Company was served with a seven-day Ministerial eviction order to vacate the Kigosi project base camp while negotiations for renewed access. This was part of enforcing the law barring mining and exploration for gold and base metals in game reserve areas after the Minister of Natural Resources & Tourism visited the area on 26th July 2018.

● The Company successfully relocated all pertinent equipment and drill-cores from the Kigosi camp to Buckreef mine site as part of compliance with the Ministerial order to vacate Luhwaika camp while access negotiations proceed.

● Issuance of the Itetemia Mining License (Applic. #01722), applied for on 4^th November 2015 is reportedly still under review. The Commission circulated the Local Content Regulation documentation and The Pledge that are both mandatory for submission as the last critical part of their review process. This was completed and submitted.

Ø In January 2019 it was announced that Stamico and Coreworthy had been selected to complete Phase One of the Company’s planned three-phase drill program. The three-phase drill program, planned and directed by Ulrich Rath, Chair of the Company’s Technical Committee, consists of:

● Phase One to be approximately 4,500m of infill drilling designed to upgrade existing inferred ounces within the proposed open pit and to begin testing of the deep contact below the open pit.

● Phase Two will continue to delineate and test the continuity and extent of the deep contact; and

● Phase Three work will be based upon information received from Phases One and Two.

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Ø In February 2019 new assay results were announced from the infill RC drill program. Significant intercepts reported from the first completed drill-hole PBR010 include two mineralized zones as more particularly described under “Exploration” below.

Ø In March 2019 further assay results were announced from the infill RC drill program. Significant intercepts reported from two additional drill-holes targeting the Buckreef main zone are set out under “Exploration” below.

In addition, assay results for six drill-holes PBR06, PBR08, PBR024, PBR025; PBR028 and PBR029 drilled to target the strike and down-dip extension of gold mineralization associated with a hanging-wall zone, one of two major splays associated with the Buckreef main shear returned wide but low grade gold values with assay highlights as more particularly described under “Exploration” below.

Ø In early May 2019, the first set of assay results were announced from the deep level diamond core drilling program at the Buckreef Project. Significant intercepts reported from Hole L13-3, the first diamond drill-hole below the pit bottom on the central section of the Buckreef main zone are more particularly described under “Exploration” below.

Assay results from the ongoing RC in-fill drilling program within the open pit were received for five additional holes PBR018, PBR019, PBR020, PBR01 and PBR024 as more particularly described under “Exploration” below.

Ø In late May 2019, results from three holes were announced, which brought to an end Phase I of the in-pit drilling program, which are set forth under “Exploration” below.

Ø In early June 2019, the results from the third hole, Hole L19-2, of the Phase II drilling program were announced. The objective of Phase II is to identify gold mineralization in the range of 50 to 200m below the pit bottom of the open pit that is the basis of the NI 43-101 ITR. The two previous drill holes in Phase II are Holes 13-3 and U22-1. All three holes have encountered significant mineralized widths that include notable intersections of high grade.

Ø In early August 2019, the Company announced the start of a geophysical survey at the Buckreef Project to help complete the Company’s new resource-geology model, which geophysical survey was completed by mid-September 2019.

Exploration Geophysics Pty Ltd was on site and commenced down-the-hole wireline geophysical surveys of holes drilled earlier in the year. This was done by using a probe with IP and Electromagnetic sensors that feed a continuous stream of data on resistivity and chargeability of the host rocks to a truck on surface. This data will then be analyzed and will assist identification and/or correlation of different rock units and shear structures between the various drill-holes and thus also provide potential targets for follow up in-fill drilling.

Exploration

In January 2019 it was announced that Stamico and Coreworthy had been selected to complete Phase One of the Company’s planned three-phase drill program. The three-phase drill program, planned and directed by Ulrich Rath, Chair of the Company’s Technical Committee, consists of:

● Phase One to be approximately 4,500m of infill drilling designed to upgrade existing inferred ounces within the proposed open pit and to begin testing of the deep contact below the open pit.

● Phase Two will continue to delineate and test the continuity and extent of the deep contact; and

● Phase Three work will be based upon information received from Phases One and Two.

This three-phased drilling program is designed to add significant overall value as well as to improve the already robust economics of the Buckreef Project.

The results will drive future development, potentially demonstrate value added improvements in project economics and gain critical insight into the potential underground resource which makes this program potentially extremely accretive in nature.

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The Company complied with the bidder pre-qualification process as required by the 2018 Tanzanian local content regulations, and tendered Requests for Proposal (RFP’s) to qualified drilling contractors. With this selection of the contractors by the Board of Directors, Parts B and C of the 2018 local content regulations were completed and submitted.

Additional information on the Buckreef Project can be found in the NI 43-101 ITR as filed on SEDAR.

In the NI 43-101 ITR, Virimai recommended an infill drilling program. This critical first phase itself has two purposes. Within the currently conceived open pit, this program will upgrade the mineable ounces, moving as much as possible of the current inferred resources to the measured and indicated categories and move some indicated resources to measured resources. Most importantly, high priority will be given to conduct drilling to confirm the previously known strong intersections and grades from deep holes and begin to test the deposit at depth and for potential as an underground mine.

In February 2019 new assay results were announced from the infill RC drill program. Significant intercepts reported from the first completed drill-hole PBR010 include two mineralized zones:

● 8m grading 2.32 g/t Au from 47m depth,

● 11m grading 3.06 g/t Au from 74m depth.

The upper mineralization zone comprises intensely altered basaltic schist with >20% vein quartz chips while the lower intercept also comprises altered basaltic schist but with <20% vein quartz chips. The target area is being in-filled to confirm mineralization extension at near surface depth (1st intercept) and also testing the depth continuation of the main mineralized zone within the defined main pit outline (2nd intercept).

In March 2019, further assay results were announced from the infill RC drill program. Significant intercepts reported from two additional drill-holes targeting the Buckreef main zone include highlights as follows:

● Hole PBR05 intersected 28m of gold mineralization grading @ 4.23g/t gold from 48m to 76m including:

○ 16m grading @ 6.72g/t gold from 60m to 76m including:

■ 3m grading @ 25.17g/t gold from 69m to 72m

● Hole PBR07 intersected 30m grading @1.27g/t gold from 142m to 172m including:

○ 3m grading @ 2.32g/t gold from 151m to 154m; and

○ 8m grading @ 1.84g/t gold from 155m to 163m

In addition, assay results for six drill-holes PBR06, PBR08, PBR024, PBR025; PBR028 and PBR029 drilled to target the strike and down-dip extension of gold mineralization associated with a hanging-wall zone, one of two major splays associated with the Buckreef main shear returned wide but low grade gold values with assay highlights including:

● 132m of gold mineralization in 33 narrow stringer zones; including;

○ Hole PBR08 intersected 2m grading @ 1.32g/t gold from 115m to 117m

○ Hole PBR06 intersected several narrow zones, including:

■ 1m grading @ 1.07g/t gold from 59m to 60m

■ 2m grading at 1.46g/t gold from 62m to 64m, and

○ 1m grading @ 1.09g/t gold from 76m to 77m

● All other zones intersected gold mineralization of less than 1.0g/t Au.

In early May 2019, the first set of assay results were announced from the deep level diamond core drilling program at the Buckreef Project. Significant intercepts reported from Hole L13-3, the first diamond drill-hole below the pit bottom on the central section of the Buckreef main zone include:

● 13.2m grading @ 4.57g/t Au from 360m including 2.5m grading @ 21.74g/t Au from 383m which included 1.0m grading @ 50.54g/t Au at 384m

● 8.0m grading @ 4.88g/t Au from 417m including 4.4m grading @ 8.8.29 g/t Au from 418m that include 1.2m grading @ 12.82 g/t Au from 421.9m

The drill-hole was drilled to a depth of 555 meters, one meter is equal to 3.2808 feet, for a total depth of 1,820 feet, all diamond core.

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Assay results from the ongoing RC in-fill drilling program within the open pit were received for five additional holes PBR018, PBR019, PBR020, PBR01 and PBR024. Significant intercepts include:

● Hole PBR18: 8m grading @ 1.17 g/t Au from 61m; and 3m grading @1.08g/t from 115m including 2m grading @1.55g/t from 116m

● Hole PBR19: 6m grading @ 1.41 g/t Au from 15m including 2m grading @ 2.49g/t from 16m

● Hole PBR20: 3m grading @ 2.27 g/t Au from 55m; 3m grading @ 1.45g/t from 65m; and 1m grading @ 2.78g/t from 76m

In late May 2019, results from three holes were announced, which brought to an end Phase I of the in-pit drilling program.

Hole U22-1 was a diamond drill hole that went through the open pit and continued outside and below the current pit bottom. Both Hole L19-1 and PBR011 were RC holes that were in the open pit. Each of these three holes intersected significant intervals of continuous gold mineralization ranging from 89.6 m to two intersections of about 30m and to three intersections in the range of 17m - 21.0m. Also notable is the fact that many of these intersections were at an average gold grade that is significantly higher than the weighted gold grade of 1.5 g/t for the entire open pit.

Intersections from Hole U22-1 are shown from inside the open pit and from below the pit bottom, which is approximately 210m from surface. Several notable intersections; such as 9.4m @ 6.5 g/t Au and 5.0m @ 7.7 g/t Au were encountered approximately 120m below the pit bottom. Significant intersections were also found below the open pit bottom in Hole 13-3, the first hole of Phase II, as reported in the company’s press release of May 1, 2019. All remaining holes in Phase II will be testing for mineralization at various levels below the open pit bottom.

Significant intercepts from the last three holes of Phase I are:

Hole U22-1

Inside the Open Pit:

● 29.6m grading @ 2.8 g/t Au starting at 81.5m; including

○ 3.7m grading @ 19.5 g/t Au from 84m, including

■ 1.0m grading @ 47.7 g/t Au at 86m

Outside and Below Open Pit:

● 89.6m grading @ 1.5 g/t Au starting at 147m, including

○ 9.4m grading @ 6.5 g/t Au from 261.8m, including

■ 6.2m grading @ 8.5 g/t Au from 265m, including

● 2.0m grading 16.6 g/t Au starting at 267m

○ 5.0m grading 7.7 g/t Au from 274m, including

■ 3.1m grading @ 11.2 g/t Au at 274.9m

Hole L19-1

● 31.0m grading @ 1.3 g/t Au starting at140 m, including

○ 7m grading @ 2.6 g/t Au starting at 140m, including

■ 1.0m grading @ 6.7 g/t Au at 142m; and

○ 7m grading @ 1.4 g/t Au starting at 151m; and

○ 7m grading @ 1.8 g/t Au starting at 164 m

● 17m grading @ 1.5 g/t Au starting at 215m including

○ 8.0m grading at 2.2 g/t Au starting at 221m

Hole PBR011

● 21.0m grading @ 2.8 g/t Au starting at 143m, including

○ 2.0m grading at 12.1 g/t Au from 162m, including

■ 1.0m grading @ 19 g/t Au at 163m

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In early June 2019, the results from the third hole, Hole L19-2, of the Phase II drilling program were announced. The objective of Phase II is to identify gold mineralization in the range of 50 to 200m below the pit bottom of the open pit that is the basis of the NI 43-101 ITR. The two previous drill holes in Phase II are Holes 13-3 and U22-1. All three holes have encountered significant mineralized widths that include notable intersections of high grade.

Notable intercepts in the third hole are:

Hole L19-2

● 63.0m grading @ 4.8 g/t Au from 357m to 420m; including

○ 1.0m grading @ 7.4 g/t Au starting at 360m,

○ 4.0m grading @ 5.9 g/t Au starting at 369m,

○ 22.0m grading @ 9.3 g/t Au starting at 387m; including

■ 6.0m grading @ 18.9 g/t Au that includes 2.0m grading @ 31.1 g/t Au

In early August 2019, the Company announced the start of a geophysical survey at the Buckreef Project to help complete the Company’s new resource-geology model, which geophysical survey was completed by mid-September 2019.

Exploration Geophysics Pty Ltd was on site and commenced down-the-hole wireline geophysical surveys of holes drilled earlier in the year. This was done by using a probe with IP and Electromagnetic sensors that feed a continuous stream of data on resistivity and chargeability of the host rocks to a truck on surface. This data will then be analyzed and will assist identification and/or correlation of different rock units and shear structures between the various drill-holes and thus also provide potential targets for follow up in-fill drilling.

The initial phase of the geophysical survey is based on 10 holes with a survey length of about 3,620m. The Company expects that additional holes will be surveyed in Phase Two. The actual number of surveyed holes will also depend on accessibility as some might have collapsed after the drill rods were pulled out.

The data from the geophysical survey will assist the Company in completing its resource-geology model. This model will be a state-of-the-art interpretation of the principal geological elements that carry gold mineralization and the key structures that are important in the distribution of gold along an estimated strike length of 1,200m of the Buckreef mineral occurrence. The model will extend from surface to depths that are in some locations several hundred meters below the pit bottom of the current open pit as reported in the NI 43-101 ITR.

The geological and structural information arising from the geophysical surveys will also be used to facilitate definition of hard wireframes that are necessary in order to do resource estimations. All resource estimations released by the Company on the Buckreef Project to date are based on a model verified by Virimai.

The model is divided into nine domains. The wireframes for these domains were designed to be mineralization envelopes largely unconstrained by geological or structural limitations. There are a total of 22 sub-domains in the model. In general, the gold assay data of the sub-domains are statistically distinct from the population of the main domains. The Company expects that the wireframes in the new geological-resource model will be closely linked to the geological information in the model.

At the time that the Company acquired the Buckreef Project (encompassing Buckreef, Tembo, Bingwa and Buziba prospects) it also acquired a significant database of assays and drill logs from such predecessor companies such as IAMGold and others. In total, this historical database came from over 8,700 exploration holes that amounted to 202,000m of RC drilling and 28,000m of diamond drilling. For the initial mineral resource definition, the RC and diamond core drill-hole database was interrogated and verified by by Virimai.

On the Buckreef Project itself, the Company has assembled a large database that contains gold assays as well as geological information from over 892 Holes (137,509.95m). In addition to gold assays, the database also has geological information such as rock types, alteration type, amount of sulphide and structural information such as the presence of shear zones. All this information is being used to put together the new resource-geology model. Drilling of Phase II diamond drill holes is continuing on the property.

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The Company has revised its license portfolio by discarding certain licenses in line with the strategic decision to focus on the Buckreef Project as well as closely monitor and reduce its liabilities arising from statutory payments such as annual fees and JV option payments to underlying vendors.

In line with the new program to established prospecting licenses by registered local companies, the Company’s license holdings as of September 30, 2019 comprises a total of 28 active licenses and 104 forfeited licenses with underlying debt split by status as follows:

Active Licenses:

Category	Project_ID	# of PLs
	Buckreef	14
Retain	Itetemia	3
	Kigosi	3
	Luhala	1
JV	Lunguya	1
	Biharamulo	1
	Tulawaka	1
Discard	Itetemia	1
	Kanegele	2
	Kigosi	1
		28

Forfeited Licenses (with outstanding debt):

Category	Project_ID	# of PLs
	Biharamulo	7
	Igunga	1
	Itetemia	6
	Kanegele	10
	Kibara	3
	Kigosi	26
	Luhala	3
	Lunguya	9
Forfeited	Majimoto	1
	Manonga	10
	Mbogwe	1
	Mwadui	7
	Nyanzaga North	2
	Nzega	2
	Other	3
	Shinyanga	1
	Tulawaka	7
	Ushirombo	5
		104

In order to maintain the existing site of mining and exploration licenses, the Company is required to pay annual license fees. The Company has been making efforts to pay off certain of its outstanding annual license fees since October 2014 for all its active licenses. In addition, the Ministry of Mines has put into effect a requirement that even though a license is forfeited, the outstanding annual fees are still due for payment hence considered a liability now included in the Company’s financial statements.

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As of September 30, 2019, and based on the continuing streamlining of the PL-holdings exercise, all outstanding, current and future financial liabilities and obligations arising from our total current land-holdings (including forfeited PLs all of which no longer appear on our portal) in unpaid rents including the penalties is approximately US$511,548 consisting as follows:

● Forfeited Licenses Outstanding Annual Fees: US$353,010; and

● Forfeited Penalty Fees: US$158,539.

Highlights on the landholdings include:

● Annual fees for the Buckreef Special Mining License has been duly paid, is presently current and in full force and effect.

● The Itetemia ML application was arbitrarily cancelled by the Mining Commission without any formal communications on the outcome of the Company’s original application submitted in November 2015. The Company has initiated a formal appeal to reverse that decision.

● The Company also suspended its Kigosi project, a pre-production mining project whose development has been delayed due to recently enacted laws on mining in areas designated as game reserves. During the reporting period, the Mining Commission assumed 100% control of the Kigosi ML96/2013 while the protracted negotiations for access to the restricted Kigosi game reserve area are ongoing. Management has engaged the Mining Commission as well as the Minister of Mines to determine the event that have occurred. The Company has taken action to remedy the situation. The Company has paid all outstanding annual fees to the Ministry of Mines as a show of good faith while negotiations for access with the Ministry of Natural Resources and Tourism continue.

● Due to some attempted invasion in and around the Buckreef Project, the Company has requested and been granted the presence of Tanzanian police at the camp site and is negotiating a Memorandum of Understanding with the Tanzanian Inspector General Police, to have a permanent security detail from the Police force as we go forward with the project development.

Brief description of the work done and license holdings grouped by project names is summarized in the section below.

Mine Development and Operations

The Buckreef Project is in the Geita District of the Geita Region south of Lake Victoria, some 110km southwest of the city of Mwanza. The project area can be accessed by ferry across Smiths Sound, via tarred national road and thereafter via unpaved but well-maintained gravel roads. The Buckreef Project comprises five prospects namely Buckreef, Bingwa, Tembo, Eastern Porphyry and Buziba. The Buckreef Project encompasses three ore zones namely Buckreef South, Buckreef Main and Buckreef North. The Buckreef Project is fully-licensed for mining and extraction of gold.

Mining Buckreef South Pilot Pit

The following cumulative work on mining and process plant operations was completed up to August 31, 2019:

● No mining or ore processing activities conducted at the Buckreef Project during the reporting period.

● Historical cumulative total ore mined from the Buckreef South pilot pit as of 31^st November 2018 remains at 119,725.59t averaging 1.86g/t Au with total contained metal ounces of 7,161.24.

● The disposition of the Ore stockpiled as of 31^st November 2018, remains as follows: ROMPAD: 72,315.66t @1.39g/t Au (3,237.96 Ozs); Pad#1: 20,931.75t @2.29g/t Au (1,541.77 Ozs); Pad#2: 12,943.78t @2.78g/t Au (1,155.55 Ozs); Pad#3: 9,237.90t @ 3.85g/t Au (1,143.49 Ozs) & Crusher Pad: 4,245t @ 3.86 g/t Au (526.62 Ozs).

Resource Drilling on the Buckreef Main Pit Area

The following cumulative work on mining and process plant operations was completed up to August 31, 2019:

● Continued Phase 2 resource upgrade Diamond Core (DD) drilling program.

● Commenced Phase 2 RC pre-collaring for deeper DD resource upgrade drill-holes.

Reverse Circulation (RC) Drilling (Pre-collaring)

● Phase 2 Reverse Circulation (RC) resource upgrade drilling comprising seven (7) RC drill-holes with a combined total metreage of 1,503m all drilled by Coreworthy mainly as RC pre-collaring was completed during the reporting period.

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Diamond Core (DD) Drilling

● An additional eight DD drill-holes with a combined total metreage of 2,716.12m (all done by Coreworthy) were completed during the reporting period.

Drilling Assay Results

During the reporting period, assays results included significant intercepts as follows:

● L91_2 (BMDD217): 1m@1.16g/t Au from 255m; 66.7m@4.51g/t Au from 357.30m including 3m@4.85g/t Au from 358m; & 31m@7.10g/t Au from 385m including 7m@17.00g/t Au from 398m.

● PBR09 (BMRCD293): 1.05m@1.41g/t Au from 264.95m; 5m@1.50g/t Au from 273m including 1m@4.05g/t (274m), & 9.10m@1.36g/t (285.90m) with 1.60m@2.45g/t.

● PBR14 (BMRCD294): 1m@1.58g/t Au from 275m & 8m@0.29g/t Au from 290m;

● L21_3 (BMRCD295): 65.21m@0.42g/t Au from 252.31m including 1.50m@1.18g/t (298.50m), 5m@1.05g/t (317m) & 1m@1.34g/t (342m); 65.45m@1.06g/t Au from 361.45m including 6.69m@3.41g/t (364m), 13.07m@1.88g/t (393m) with 3.56m@3.68g/t (402m); 1.20m@2.34g/t (428.50m) & 3m@1.07g/t (462m).

● U22.5_1 (BMDD218): 8m@1.36g/t Au from 305m including 1m@5.41g/t (307m); 1m@1.05g/t Au (338m); 3m@1.37g/t Au from 364m including 1m@2.74g/t (364m).

● L20.5_1 (BMRCD296): 34m@0.53g/t Au from 225m including 6m@0.75g/t Au from 227m; 4m@0.56g/t Au from 234m; 6m@1.16g/t Au from 258m, 11m@0.65g/t Au from 313m; & 68.50m@0.74g/t Au from 546m including 6m@0.65g/t Au from 550m; 6m@0.85g/t Au from 557m, 10m@2.59g/t Au from 564m and 1.5m@3.55g/t Au from 600.5m.

● L21_3 (BMRCD295): 117.07m@0.75g/t Au from 295m including 7m@0.9g/t Au from 317m; 7.2m@3.2g/t Au from 384m including 5.1m@4.68g/t (384.7m), 13.07m@1.88g/t Au from 393m including 4m@1.37g/t (394m) & 6.56m@2.43g/t Au (399m); 3m@1.07g/t Au from 462m.

● L21_4 (BMDD219): 4m@1.50g/t Au from 162m including 1m@2.55g/t from 164m; 78.27m@0.28g/t Au from 342m including 5m@1.0g/t Au from 417m; 15m@0.59g/t Au from 496m; 6m@0.49g/t (517m).

● U22.5_1 (BMDD218): 4m@1.36g/t Au from 29m; 8m@1.36g/t Au from 305m including 1m@5.41g/t (307m) & 3m@1.37g/t Au from 364m.

● L23_3(BMRCD297): 2m@0.46g/t Au from 443m; 0.5m@1.19g/t Au from 452m; 2m@0.65g/t Au from 480m; 1m@0.71g/t Au from 494; 2m@0.28g/t Au from 517m; 3m@0.63g/t Au from 522m; 4.5m@1.44g/t Au from 527m including 3m@1.96 from 532m; 5m@0.24g/t Au from 540m, 2m@1.05g/t Au from 558m; 2m@3.32g/t Au from 564m including 1m@4.15g/t Au from 564m; & 5m@1.22g/t Au from 576m including 1m@2.09g/t Au from 578m.

The bulk of the assay results show wide low-grade mineralization envelopes at depth related to specific geological units and structures. The wide ore zones occasionally contain pockets of high gold content whose control is possibly related to points of cross cutting structures and intensity of alteration plus presence of finely disseminated sulphides in the host units.

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Mineral Resource and Mineral Reserve Estimates

The Buckreef Project mineral resources as at August 31, 2019 using a cut-off grade of 0.5g/t is as summarized in the table below:

Buckreef Project Mineral Resource Estimate as of August 31, 2019 (Source Virimai Projects, 2018)

The Buckreef Project pit-optimized mineral reserves as at August 31, 2019 using a cut-off grade of 0.3g/t is as summarized in the table below:

Buckreef Project Mineral Reserve Estimate as of August 31, 2019 (Source Virimai Projects, 2018)

Buziba Project

During the reporting period, no fieldwork was conducted in the project area.

The Buziba Project comprises a single prospecting license (PL6545/2010) located some 25km east of the Buckreef Project in the Geita district. The project area can be accessed from Buckreef via unpaved and poorly maintained gravel roads. The Project is a pre-development stage medium grade gold deposit and principal host lithologies include basalt, co-magmatic dolerite and a suite of intrusive quartz-albite felsic porphyries. Gold mineralization associated with shear-hosted vein quartz arrays in meta-basalts and as extensive stock works in the felsic porphyries. Geometry of the mineralization is highly irregular, forming a zone 200m thick and extending E-W for at least 2,500m.

Based on an NI 43-101 compliant Preliminary Economic Report published in 2012 and subsequently in 2014, the global gold resources (Measured, Indicated & Inferred) estimated over approximately 2.5km strike length and to a depth of 230 metres below surface amounts to 29Mt@1.04g/t containing 984,144ozs of gold.

29

License Holding and Status (Buckreef and Buziba)

At the end of Q4 2019, the Buckreef Project technically comprises one PL and one SML covering a surface area of 21.64km2. However, due to ongoing discussions for the continuance of the original JV land-holdings, the 12 other PLs whose 8-year tenure expired are still safeguarded on the Ministry of Minerals License Portal record and the license status and statutory liabilities for the Buckreef project is as shown in the table below:

Buckreef Project PL Portfolio Status – License Status and Liabilities as of August 31,, 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Buckreef

Buckreef

Stamico

PL6427/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

2.1

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6428/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

3.0

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6429/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

20.0

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6430/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

8.9

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6549/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

2.7

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6432/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

2.0

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6431/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

2.7

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6544/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

2.6

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6546/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

17.4

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6547/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

5.3

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6548/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

1.9

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6545/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

5.3

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL9968/14

21-Oct-13

10-Jul-14

9-Jul-20

9-Jul-21

5.6

Active

$0.00

$0.00

Buckreef

Buckreef

Stamico

SML04/92

12-Jun-00

12-Jun-00

11-Jun-20

11-Jun-27

16.0

Active

$0.00

$0.00

Grand Total

$0.00

$0.00

$0.00

$0.00

● According to the updated Government Records the Buckreef-Buziba Project Annual Fees Liability as of 31st August is USD$0.00.

● The Company, through its JV partner, Stamico, is still in the process of negotiating with the Mining Commission to issue new Licenses to preserve the PL holdings for the JV agreement.

● The Company still has not received any information back from the Government on its request to review the proposed land compensation for villagers affected by the expanded Buckreef Special Mining Lease area.

Itetemia Property

During the reporting period, no fieldwork was conducted in the project area.

The Itetemia gold deposit includes the mineral resources of the Golden Horseshoe Reef (“GHR”), and is an advanced stage exploration project focusing on the development of the GHR. A total of 9,833m of diamond core drilling (51 holes) and 8,339m of RC drilling (138 holes) was completed on the project. Modeling and processing of assay results from both the core drilling and RC drilling so far completed over the GHR and surrounding areas culminated in the estimation of the following Mineral Resources by CSA Australia Pty (Ltd) (“CSA”). The gold resource numbers for the GHR are as at 30th May 2016 using a cut-off grade of 1.0g/t:

The process to convert the PL covering the Horseshoe Gold Prospect at Itetemia into a Mining License (ML) commenced on November 4, 2015. Despite numerous enquiries by the Company, no official feedback has been received from authorities in the Ministry of Mines or the Mining Commission on the status of this application during the reporting quarter. In the Company’s normal monthly review of the Government portal it became aware of changes made to the Itetemia Mining License Application. No official correspondence has been received, however it appears that our application has been denied and 5 PML’s reverted back into another name based on what we see from the portal. Management has engaged the Mining Commission as well as the Minister of Mines to determine the events , and the Company is taking action to remedy the situation. The Company also has the option of referring the situation should it not resolve in our favor to the Tanzanian anti-corruption bureau or possibly seeking legal remedy under the Tanzanian / Canadian economic treaty of 2013.

As of September 30, 2019, the retained portion of the Itetemia Property area now has 4 active PLs all covering a surface area of 13.37km2. However, as of May 2019, the area covered by the ML application has five (5) PMLs already granted over the ML application area and now the subject of a court case filed by the Company to redress the situation.

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Itetemia Gold Project PL Portfolio Status – License Status and Liabilities as of August 31, 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Itetemia

Tanzam

Stamico

PL8638/2012

02-Nov-10

21-Dec-12

20-Dec-19

20-Dec-19

4.21

Active

$300.00

$842.00

$1,142.00

Itetemia

Tancan

Stamico

PL8661/2012

18-May-09

24-Dec-12

23-Dec-19

23-Dec-19

4.62

Active

$300.00

$924.00

$1,224.00

Itetemia

Tanzam

Stamico

PL8958/2013

14-Jun-10

08-Feb-13

7-Feb-20

07-Feb-20

2.27

Active

$300.00

$0.00

$300.00

Itetemia

Tanzam

PL9564/2014

29-Jun-09

27-Jan-14

26-Jan-18

26-Jan-18

1.47

Active

$0.00

Grand Total

$900.00

$0.00

$1,766.00

$2,666.00

● All three of the critical PLs were successfully renewed.

● Current liability (no penalties) on the Itetemia licenses totals US$2,666 mainly related to planned renewal applications and attendant annual fees for the renewal period as itemized in the table above.

Kigosi Project

During the reporting period, no fieldwork was conducted in the project area.

Kigosi Project area remains subject to a Game Reserve Declaration Order. Upon repeal or amendment of that order by the Tanzanian Government, the Kigosi Mining Company will be legally entitled to exercise its rights under the Mineral Rights and Mining License. A recent pronouncement by the Honorable President of Tanzania to local villagers in Ushirombo stated that his government had commenced procedures for de-gazetting part of the Kigosi-Moyowosi game reserve area to afford villagers extended land for agriculture and mining activities.

Mine development plans at Kigosi continue to be shelved since under the 2010 Mining Act, only exploration and mining of energy minerals, including uranium, gas and petroleum is permitted in any game reserve. Historical exploration on the project established a resource as shown in table below.

Kigosi Gold Project: Historical published Resource/Reserve results

The table below shows the status (as of August 31, 2019) of the Kigosi Project license portfolio (identified as critical to the project) has 4 active PLs all covering a surface area of 61.98km² (excluding the Kigosi ML096/2013 that was put under Mining Commission protector ship while access negotiations are underway) The license status and statutory liabilities are as shown in the table below:

Kigosi Gold Project PL Portfolio Status – License Status and Liabilities as of August 31, 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Kigosi

Tanzam

Abby Mining

PL10170/2014

15-Oct-13

29-Aug-14

28-Aug-18

28-Aug-18

14.90

Pending Renewal

$300.00

$5,587.50

$5,887.50

Kigosi

Tanzam

Abby Mining

PL10171/2014

13-Dec-13

29-Aug-14

28-Aug-18

28-Aug-18

22.69

Pending Renewal

$300.00

$8,508.75

$8,808.75

Kigosi

Tanzam

Abby Mining

PL10184/2014

15-Oct-13

29-Aug-14

28-Aug-18

28-Aug-18

19.50

Pending Renewal

$300.00

$7,312.50

$7,612.50

Kigosi

Tanzam

Bazos

PL10187/2014

13-Apr-12

29-Aug-14

29-Aug-18

28-Aug-18

4.89

Active

$300.00

$300.00

$489.00

$1,089.00

Grand Total

$1,200.00

$300.00

$21,897.75

$23,397.75

● Applications for renewal of three of the critical licenses were successfully submitted.

● Current liability (no penalties) on the active licenses totals US$23,398 mainly related to planned renewal applications and attendant annual fees for the renewal period as itemized in the table above.

● There is an anticipated liability that will stem from some of the forfeited licenses whose outstanding annual fees at the time of forfeiture are being tabulated by the Ministry.

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Luhala Project

During the reporting period, no fieldwork was conducted in the project area.

The Luhala Project is an advanced stage exploration project focusing on the development of the Luhala gold deposit which consists of five anomalous hilltops. The mineralization is stratabound shear-zone hosted gold mineralization (stratigraphic and structural control) within a distinct unit of felsic rocks with associated ferruginized mafic and felsic rocks.

Drilling at the Luhala Project has been concentrated on the Luhala Hills (Luhala Hill, Kisunge Hill, Shilalo Hill South and Shilalo Hill West). A total of 3,279m of diamond core drilling (26 holes) and 8,665m of RC drilling (144 holes) was completed on the project. Modeling and processing of assay results from both the core drilling and RC drilling conducted over the various deposits at Luhala, has to-date resulted in the estimation, by CSA, of the following Mineral Resources for Luhala as at 8th March 2011 using a cut-off grade of 1.0g/t:

Luhala Gold Project: Historical published exploration results

The process of selecting a consultant to carry out feasibility study at the Luhala gold project has been completed and once funds are available the contract to engage the consultant to carry out the study will be signed to initiate the FS study reporting.

At the end of this reporting period, critical Luhala project area had 1 PL covering a surface area of 3.45km². The Luhala Project license status and statutory liabilities are as shown in the table below:

Luhala Gold Project PL Portfolio Status – License Status and Liability as of August 31, 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Luhala

Tancan

PL8937/2013

14-Jun-10

08-Feb-13

07-Feb-20

07-Feb-20

3.45

Active

$300.00

$0.00

$300.00

Grand Total

$300.00

$0.00

$0.00

$300.00

● The single PL has been renewed.

● Current liability (no penalties) on the Active license totals US$300 mainly related to planned renewal applications and attendant annual fees for the renewal period as itemized in the table above.

● There is an anticipated liability that will stem from some of the forfeited licenses whose outstanding annual fees at the time of forfeiture are being tabulated by the Ministry.

Exploration Projects Updates: Other PLs (JV/Discard)

Following the Company’s decision to include mine development to its strategy of focusing on the development of the Buckreef Project from its portfolio of properties and with the rising costs of maintaining prospecting and other licenses in Tanzania, management continues to streamline its license portfolio in Tanzania.

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During the reporting period, the Company managed to pay off the bulk of the liabilities (as per the last government published debtors’ list of January 31, 2019) for Prospecting Licenses proposed for possible Joint Venture partnerships (blue text) and/or discard (purple text) and subsequently discarded the bulk of the licenses that were considered surplus (Discard category). The entire portfolio covers a combined area of 67.52km².

Remaining Gold Project PL Portfolio Status – License Status and Liabilities as of August 31, 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Lunguya

Tanzam

PL10145/2014

30-Dec-12

29-Aug-14

28-Aug-15

28-Aug-18

8.53

Pending Renewal

$300.00

$3,198.75

$3,498.75

Biharamulo

Tanzam

PL8963/2013

24-Dec-09

08-Feb-13

7-Feb-17

07-Feb-17

22.15

Active-in default

$0.00

Kanegele

Tanzam

PL10186/2014

30-Mar-12

29-Aug-14

28-Jan-18

28-Aug-18

2.32

Active

$0.00

Kanegele

Tanzam

PL8664/2012

17-Sep-09

21-Dec-12

20-Dec-16

20-Dec-16

3.19

Active

$0.00

Kibara

Tanzam

PL9231/2013

30-Oct-09

21-Jun-13

20-Jun-17

20-Jun-17

22.48

Active-in default

$0.00

Tulawaka

Tanzam

PL10331/2014

06-Sep-10

20-Oct-14

19-0ct-18

19-Oct-18

8.85

Active - In Default

$0.00

Grand Total

$300.00

$0.00

$3,198.75

$3,498.75

● All the PLs have outstanding annual fees and penalty fee payments were paid up during the reporting period.

● Current liability (no penalties) on the active license totals US$3,499 mainly related to planned renewal applications and attendant annual fees for the renewal period as itemized in the table above.

● There is an anticipated liability that will stem from some of the forfeited licenses whose outstanding annual fees at the time of forfeiture is being tabulated by the Ministry.

License Relinquishment

The practice within the Tanzanian Mining industry during the previous years was generally accepted that companies would half the size of their active license on 1^st renewal period (at the end of the first 4 years of tenure) and 2^nd renewal period (at the end of the following 3 years of tenure) periods where the company would retain half of the PL and relinquish the other half to the government but subsequently submit a new application covering the relinquished half to secure ground.

Following the gazetting of the new Mining Regulations (2017) and strict adherence to the statutory directives in the Mining Act of 2010, the relinquished half of the license area now reverts back to the government and has a 4-month grace period during which no applications are entertained by the Ministry of Mines. At the end of the 4-month period, other companies can apply for the leases and it is up to the government to award the licenses in order to maximize exploration activity by more juniors. The previous license holder is not automatically guaranteed to be awarded the relinquished license.

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The total number of licenses that expired and/or forfeited to the state during the reporting period amounted to 104 PLs and the liabilities by both project and company name are as summarized in the tables below.

Table 1: Tancan PLs that forfeited and outstanding Liabilities as of September 30, 2019

Licence						ANNUAL FEE	50% PENALTY FEE	AMOUNT PAID	OUTSTANDING
No.	Project_ID	Vendor_ID	Licence Holder	Minerals	Status	COMPONENT	COMPONENT	30 AUG 2019	DEBT
PL9374/2013	Itetemia	Stamico	Tancan Mining	Au	Forfeited	$227.00	$113.50	$340.50	$0.00
PL4821/2007	Itetemia		Tancan Mining	Au	Forfeited	$1,848.00	$924.00	$0.00	$2,772.00
PL4862/2007	Manonga		Tancan Mining	Au	Forfeited	$469.00	$234.50	$0.00	$703.50
PL6059/2009	Itetemia		Tancan Mining	Au	Forfeited	$1,848.00	$924.00	$0.00	$2,772.00
PL7427/2011	Kibara		Tancan Mining	Au	Forfeited	$3,108.00	$1,554.00	$0.00	$4,662.00
PL8660/2012	Biharamulo		Tancan Mining	Au	Forfeited	$4,098.00	$2,049.00	$0.00	$6,147.00
PL9226/2013	Manonga		Tancan Mining	Au	Forfeited	$8,643.00	$4,321.50	$0.00	$12,964.50
PL9232/2013	Mbogwe		Tancan Mining	Au	Forfeited	$11,514.00	$5,757.00	$0.00	$17,271.00
PL8478/2012	Tulawaka		Tancan Mining	Au	Forfeited	$1,296.00	$648.00	$0.00	$1,944.00
PL8458/2012	Manonga		Tancan Mining	Au	Forfeited	$1,608.00	$804.00	$0.00	$2,412.00
PL9785/2014	Kigosi		Tancan Mining	Au	Forfeited	$1,260.00	$630.00	$0.00	$1,890.00
PL8940/2013	Lunguya		Tancan Mining	Au	Forfeited	$1,706.00	$853.00	$0.00	$2,559.00
PL9955/2014	Tulawaka		Tancan Mining	Au	Forfeited	$1,809.00	$904.50	$0.00	$2,713.50
PL9956/2014	Kigosi		Tancan Mining	Au	Forfeited	$5,118.00	$2,559.00	$0.00	$7,677.00
PL9565/2014	Kigosi		Tancan Mining	Au	Forfeited	$4,280.00	$2,140.00	$0.00	$6,420.00
PL9777/2014	Biharamulo		Tancan Mining	Au	Forfeited	$4,992.00	$2,496.00	$0.00	$7,488.00
PL8947/2013	Mwadui		Tancan Mining	Au	Forfeited	$7,674.00	$3,837.00	$0.00	$11,511.00
PL10277/2014	Kigosi		Tancan Mining	Au	Forfeited	$6,354.00	$3,177.00	$0.00	$9,531.00
PL9338/2013	Kigosi		Tancan Mining	Au	Forfeited	$8,836.00	$4,418.00	$0.00	$13,254.00
PL10605/2015	Kigosi		Tancan Mining	Au	Forfeited	$14,604.00	$7,302.00	$0.00	$21,906.00
PL8938/2013	Kigosi		Tancan Mining	Au	Forfeited	$1,102.00	$551.00	$0.00	$1,653.00
PL9030/2013	Kigosi		Tancan Mining	Au	Forfeited	$980.00	$490.00	$0.00	$1,470.00
PL9225/2013	Kigosi		Tancan Mining	Au	Forfeited	$1,730.00	$865.00	$0.00	$2,595.00
PL6402/2010	Luhala		Tancan Mining	Au	Forfeited	$1,534.50	$767.25	$0.00	$2,301.75
PL6759/2010	Luhala		Tancan Mining	Au	Forfeited	$2,688.00	$1,344.00	$0.00	$4,032.00
PL8103/2012	Nyanzaga north		Tancan Mining	Au	Forfeited	$2,730.00	$1,365.00	$0.00	$4,095.00
PL9373/2013	Kanegele		Tancan Mining	Au	Forfeited	$566.00	$283.00	$0.00	$849.00
PL10140/2014	Kigosi		Tancan Mining	Au	Forfeited	$747.00	$373.50	$0.00	$1,120.50
PL10141/2014	Kanegele		Tancan Mining	Au	Forfeited	$2,850.00	$1,425.00	$0.00	$4,275.00
PL8961/2013	Itetemia		Tancan Mining	Au	Forfeited	$852.00	$426.00	$0.00	$1,278.00
PL6564/2010	Kigosi		Tancan Mining	Au	Forfeited	$3,069.00	$1,534.50	$0.00	$4,603.50
PL8667/2012	Kigosi		Tancan Mining	Au	Forfeited	$870.00	$435.00	$0.00	$1,305.00
PL8921/2013	Kigosi		Tancan Mining	Au	Forfeited	$590.00	$295.00	$0.00	$885.00
PL8922/2013	Kigosi		Tancan Mining	Au	Forfeited	$7,120.00	$3,560.00	$0.00	$10,680.00
PL8925/2013	Kigosi		Tancan Mining	Au	Forfeited	$4,330.00	$2,165.00	$0.00	$6,495.00
PL8666/2012	Kanegele		Tancan Mining	Au	Forfeited	$260.00	$130.00	$0.00	$390.00
PL8475/2012	Manonga		Tancan Mining	Au	Forfeited	$580.00	$290.00	$0.00	$870.00
PL8485/2012	Manonga		Tancan Mining	Au	Forfeited	$4,092.00	$2,046.00	$0.00	$6,138.00
PL8957/2013	Manonga		Tancan Mining	Au	Forfeited	$4,092.00	$2,046.00	$0.00	$6,138.00
PL8960/2013	Nyanzaga north		Tancan Mining	Au	Forfeited	$2,697.00	$1,348.50	$0.00	$4,045.50
PL8924/2013	Shinyanga		Tancan Mining	Au	Forfeited	$8,913.00	$4,456.50	$0.00	$13,369.50
PL8642/2012	Ushirombo		Tancan Mining	Au	Forfeited	$711.00	$355.50	$0.00	$1,066.50
PL6925/2011	Ushirombo		Tancan Mining	Au	Forfeited	$2,202.00	$1,101.00	$0.00	$3,303.00
PL8484/2012	Ushirombo		Tancan Mining	Au	Forfeited	$2,228.00	$1,114.00	$0.00	$3,342.00
PL8639/2012	Ushirombo		Tancan Mining	Au	Forfeited	$1,854.00	$927.00	$0.00	$2,781.00
PL7773/2012	Lunguya		Tancan Mining	Au	Forfeited	$1,040.00	$520.00	$0.00	$1,560.00
PL8920/2013	Kibara		Tancan Mining	Au	Forfeited	$5,016.00	$2,508.00	$0.00	$7,524.00
PL9201/2013	Kibara		Tancan Mining	Au	Forfeited	$3,918.00	$1,959.00	$0.00	$5,877.00
					Sub Total	$160,653.50	$80,326.75	$340.50	$240,639.75

34

Table 2: Tanzam2000 PLs that forfeited and outstanding Liabilities as of September 30, 2019

Licence						ANNUAL FEE	50% PENALTY FEE	AMOUNT PAID	OUTSTANDING
No.	Project_ID	Vendor_ID	Licence Holder	Minerals	Status	COMPONENT	COMPONENT	30 AUG 2019	DEBT
PL9465/2013	Kanegele		Tanzam2000	Au	Forfeited	$3,870.00	$1,935.00	$0.00	$5,805.00
PL9672/2014	Biharamulo		Tanzam2000	Au	Forfeited	$7,683.00	$3,841.50	$0.00	$11,524.50
PL8914/2014	Biharamulo		Tanzam2000	Au	Forfeited	$3,512.00	$1,756.00	$0.00	$5,268.00
PL9229/2013	Itetemia		Tanzam2000	Au	Forfeited	$5,054.00	$2,527.00	$0.00	$7,581.00
PL8676/2012	Kanegele		Tanzam2000	Au	Forfeited	$472.00	$236.00	$0.00	$708.00
PL9037/2013	Kanegele		Tanzam2000	Au	Forfeited	$1,046.00	$523.00	$0.00	$1,569.00
PL6455/2010	Kigosi		Tanzam2000	Au	Forfeited	$2,973.00	$1,486.50	$0.00	$4,459.50
PL8476/2012	Kigosi		Tanzam2000	Au	Forfeited	$1,728.00	$864.00	$0.00	$2,592.00
PL8477/2012	Kigosi		Tanzam2000	Au	Forfeited	$4,266.00	$2,133.00	$0.00	$6,399.00
PL8663/2012	Kigosi		Tanzam2000	Au	Forfeited	$2,942.00	$1,471.00	$0.00	$4,413.00
PL5289/2008	Lunguya		Tanzam2000	Au	Forfeited	$3,980.00	$1,990.00	$0.00	$5,970.00
PL9228/2013	Lunguya		Tanzam2000	Au	Forfeited	$1,776.00	$888.00	$0.00	$2,664.00
PL6273/2009	Nzega		Tanzam2000	Au	Forfeited	$2,176.00	$1,088.00	$0.00	$3,264.00
PL8479/2012	Tulawaka		Tanzam2000	Au	Forfeited	$1,222.00	$611.00	$0.00	$1,833.00
PL9227/2013	Ushirombo		Tanzam2000	Au	Forfeited	$5,481.00	$2,740.50	$0.00	$8,221.50
PL6941/2011	Lunguya		Tanzam2000	Au	Forfeited	$7,915.50	$3,957.75	$0.00	$11,873.25
PL9224/2013	Kanegele		Tanzam2000	Au	Forfeited	$3,232.00	$1,616.00	$0.00	$4,848.00
PL9361/2013	Kanegele		Tanzam2000	Au	Forfeited	$4,434.00	$2,217.00	$0.00	$6,651.00
PL4605/2007	Igunga		Tanzam2000	Au	Forfeited	$2,683.49	$1,341.74	$0.00	$4,025.23
PL4838/2007	Other		Tanzam2000	Au	Forfeited	$3,958.00	$1,979.00	$0.00	$5,937.00
PL4911/2008	Tulawaka		Tanzam2000	Au	Forfeited	$670.00	$335.00	$0.00	$1,005.00
PL4962/2008	Tulawaka		Tanzam2000	Au	Forfeited	$1,108.00	$554.00	$0.00	$1,662.00
PL5278/2009	Luhala		Tanzam2000	Au	Forfeited	$2,772.00	$1,386.00	$0.00	$4,158.00
PL6222/2009	Biharamulo		Tanzam2000	Au	Forfeited	$5,020.00	$2,510.00	$0.00	$7,530.00
PL6240/2009	Other		Tanzam2000	Au	Forfeited	$6,054.00	$3,027.00	$0.00	$9,081.00
PL6666/2010	Majimoto		Tanzam2000	Au	Forfeited	$1,516.80	$758.40	$0.00	$2,275.20
PL6694/2010	Manonga		Tanzam2000	Au	Forfeited	$9,706.00	$4,853.00	$0.00	$14,559.00
PL6842/2010	Mwadui		Tanzam2000	Au	Forfeited	$2,733.60	$1,366.80	$0.00	$4,100.40
PL9781/2014	Biharamulo		Tanzam2000	Au	Forfeited	$7,677.00	$3,838.50	$0.00	$11,515.50
PL8300/2012	Kigosi		Tanzam2000	Au	Forfeited	$1,002.00	$501.00	$0.00	$1,503.00
PL8171/2012	Kanegele		Tanzam2000	Au	Forfeited	$2,763.00	$1,381.50	$0.00	$4,144.50
PL9295/2013	Biharamulo		Tanzam2000	Au	Forfeited	$4,434.00	$2,217.00	$0.00	$6,651.00
PL8964/2013	Manonga		Tanzam2000	Au	Forfeited	$4,194.00	$2,097.00	$0.00	$6,291.00
PL9035/2013	Manonga		Tanzam2000	Au	Forfeited	$1,461.00	$730.50	$0.00	$2,191.50
PL8674/2012	Tulawaka		Tanzam2000	Au	Forfeited	$1,806.00	$903.00	$0.00	$2,709.00
PL8671/2012	Mwadui		Tanzam2000	Au	Forfeited	$564.00	$282.00	$0.00	$846.00
PL8673/2012	Mwadui		Tanzam2000	Au	Forfeited	$5,373.00	$2,686.50	$0.00	$8,059.50
PL6449/2010	Kigosi		Tanzam2000	Au	Forfeited	$1,491.00	$745.50	$0.00	$2,236.50
PL6756/2010	Kanegele		Tanzam2000	Au	Forfeited	$1,074.00	$537.00	$0.00	$1,611.00
PL7358/2011	Lunguya		Tanzam2000	Au	Forfeited	$853.00	$426.50	$0.00	$1,279.50
PL7548/2012	Kigosi		Tanzam2000	Au	Forfeited	$2,110.33	$1,055.17	$0.00	$3,165.50
PL8675/2012	Kigosi		Tanzam2000	Au	Forfeited	$4,140.00	$2,070.00	$0.00	$6,210.00
PL8962/2013	Kigosi		Tanzam2000	Au	Forfeited	$976.00	$488.00	$0.00	$1,464.00
PL6406/2010	Manonga		Tanzam2000	Au	Forfeited	$2,026.00	$1,013.00	$0.00	$3,039.00
PL6411/2010	Mwadui		Tanzam2000	Au	Forfeited	$4,991.00	$2,495.50	$0.00	$7,486.50
PL4074/2006	Other		Tanzam2000	Au	Forfeited	$511.80	$255.90	$0.00	$767.70
PL8853/2013	Tulawaka		Tanzam2000	Au	Forfeited	$3,616.00	$1,808.00	$0.00	$5,424.00
PL9039/2013	Lunguya		Tanzam2000	Au	Forfeited	$1,706.00	$853.00	$0.00	$2,559.00
PL9230/2013	Mwadui		Tanzam2000	Au	Forfeited	$6,744.00	$3,372.00	$0.00	$10,116.00
PL9294/2013	Mwadui		Tanzam2000	Au	Forfeited	$5,916.00	$2,958.00	$0.00	$8,874.00
PL8677/2012	Nzega		Tanzam2000	Au	Forfeited	$6,309.00	$3,154.50	$0.00	$9,463.50
					Sub Total	$171,722.52	$85,861.26	$0.00	$257,583.78

Table 3: Other PLs that forfeited and outstanding Liabilities as of September 30, 2019

Licence						ANNUAL FEE	50% PENALTY FEE	AMOUNT PAID	OUTSTANDING
No.	Project_ID	Vendor_ID	Licence Holder	Minerals	Status	COMPONENT	COMPONENT	30 AUG 2019	DEBT
PL9626/2014	Lunguya		Chomoza	Au	Forfeited	$0.00	$0.00	$0.00	$0.00
PL10185/2014	Kigosi		Chomoza	Au	Forfeited	$2,526.00	$1,263.00	$0.00	$3,789.00
PL10150/2014	Lunguya		Pamwe Tutafika	Au	Forfeited	$1,704.00	$852.00	$0.00	$2,556.00
PL9712/2014	Kigosi		Pamwe Tutafika	Au	Forfeited	$4,191.00	$2,095.50	$0.00	$6,286.50
PL9198/2013	Itetemia		Wakawaka	Au	Forfeited	$462.00	$231.00	$0.00	$693.00
					Sub Total	$8,883.00	$4,441.50	$0.00	$13,324.50

35

License Liabilities Summary

The total liability (outstanding and upcoming annual fees, application fees and processing fees) by project area as of September 30^th, 2019 totals US$541,411 that is split as follows:

● Active PLs: US$29,863 (Upcoming Annual Fees-: US$26,863; Application Fees-: US$2,700 and Preparation Fees-: US$300)

● Forfeited PLs: US$511,5483 (Outstanding Annual Fees: US$353,010 and Penalties: US$158,539)

Exploration

The Company’s principal exploration properties are currently all located in the United Republic of Tanzania, Africa. The government of Tanzania is a stable, multi-party democracy. Mineral exploration in Tanzania is affected by local climatic, political, and economic conditions. The Company’s properties have year round access, although seasonal summer rains from December to March may result in flooding in low lying areas, which are dominated by mbuga (black organic rich laustrine flood soils). 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.

Competition

The mining industry in which the Company is engaged is in general, highly competitive. Competitors include well-capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of the Company. The Company competes with other mining companies in connection with the acquisition of gold and other precious metal properties. In general, properties with a higher grade of recoverable mineral and/or which are more readily mineable afford the owners a competitive advantage in that the cost of production of the final mineral product is lower. Thus, a degree of competition exists between those engaged in the mining industry to acquire the most valuable properties. As a result, the Company may eventually be unable to acquire attractive gold mining properties.

Dependence on Suppliers

The Company is not dependent upon a single or few suppliers for its operations.

Governmental Regulations

As of November 1, 2010, the Tanzania Mining Act, 2010 (“Mining Act, 2010”) came into effect. The Tanzania Ministry of Energy and Minerals announced changes to fees effective July 27, 2012.

The Company’s mineral interests in Tanzania are initially held under prospecting licenses granted pursuant to the Mining Act, 2010 for a period of up to four years, and are renewable two times for a period of up to two years each. The Company must pay annual rental fees for its prospecting licenses based on the total area of the license measured in square kilometres, multiplied by US$100/sq.km for the initial period, $150/sq.km for the first renewal and $200/sq.km for the second renewal. There is also an initial one-time “preparation fee” of US$500 per license. Upon renewal, the Company must pay a renewal fee of US$300 per license. Renewals of its prospecting licenses can take many months and even years to process by the regulatory authority in Tanzania.

All prospecting licenses in Tanzania also require the holder to expend funds which are set out in the Mining Act, 2010. At each renewal, at least 50% of the Company’s licensed area must be relinquished on prospecting licences in excess of 20 square kilometres. On relinquishing the ground, the area is automatically returned to the Mining Commissioner’s jurisdiction for a period of 4 months after which it will be declared vacant or otherwise by the Commissioner. If the Company still has an interest in the relinquished one-half portion, it must then file a new application in competition with other interested companies for the relinquished portion 4 months after the relinquishment date. If more than one application is lodged on the same day at the Mining Commissioner’s office, then the Commissioner may award the ground by tender. There is no guarantee on the timing for processing the new application and whether it will be successful.

The Company must hold a mining license or special mining licence to carry on mining activities. Pursuant to the Mining Act, 2010 a mining license is granted for a maximum initial period of 10 years. It is renewable 6 months prior to expiry for a period the applicant will state but not exceeding 10 years. A special mining licence is granted for the estimated life

36

of the ore body indicated in the feasibility study report, or such period as the applicant may request whichever period is shorter. It is renewable for a period not exceeding the estimated life of the remaining ore body.

Prospecting and special mining and mining license holders must submit regular reports in accordance with mining regulations. Upon commercial production, the government of Tanzania imposes a royalty on the gross value of all production at the rate of 7.3% of all gold produced. The applicable regulatory body in Tanzania is the Ministry of Energy and Minerals.

An environmental impact statement and an environmental management plan must accompany special mining license, mining license and gemstone mining license applications for mineral rights. In addition to the establishment of environmental regulations, the Tanzanian Government has improved management procedures for effective monitoring and enforcement of these regulations by strengthening the institutional capacity, especially in the field offices. The Government has provided rules for the creation of reclamation funds to reinstate land to alternative uses after mining and it has developed guidelines for mining in restricted areas, such as forest reserves, national parks, sources of water and other designated areas.

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	Republic of Tanzania, Africa	90%  (1) common shares	N/A
Lunguya Mining Company Ltd.	Republic of Tanzania, Africa	60% (2) common shares	N/A
Tancan Mining Company Limited	Republic of Tanzania, Africa	100% common shares	N/A
Tanzania American International Development Corporation 2000 Limited	Republic of Tanzania, Africa	100% common shares	N/A
Buckreef Gold Company Limited (BGCL)	Republic of Tanzania, Africa	55% (3) common shares	N/A
Northwest Basemetals Company Limited	Republic of Tanzania, Africa	75% (4) common shares	N/A
BGCL/AGC Joint Venture (6)	Republic of Tanzania, Africa	40% (5) common shares	N/A

(1) The remaining 10% interest is held by State Mining Corporation.

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

(3) The remaining 45% interest is held by State Mining Corporation.

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

(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.       Property, Plant and Equipment

The Company’s business is the acquisition, exploration and development of mineral properties, with a primary focus on exploring for gold properties in Tanzania. Currently, the Company is focused on the development of the Buckreef Project. Historically, the Company has funded its activities by way of the sale and issuance of its common shares and convertible loans. The Company also obtains operating funds through sales of and options to sell its various mineral property interests to other parties, retaining a royalty interest. To date, the activities of the Company within its properties with or without a known body of commercial ore, with or without established mineral reserves, have been exploratory and developmental in nature. Pre-feasibility studies have been completed and published on the Buckreef Project.

37

Mineral Properties

Buckreef Project

History

The Lake Victoria Goldfields (“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 Rwamagaza Greenstone Belt (“RGB”), particularly near the village of Rwamagaza. By 1940, Tanzania was producing 4.5tpa of gold (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 Exploration History Synopsis

Year	Operator	Work Performed
1959	Tanzania Mineral Resources Division (TMRD) & UNDP	UN-sponsored regional airborne geophysical survey over Rwamgaza Greenstone Belt.
1960-1965	Tanzania Mineral Resources Division (TMRD) & UNDP	Ground based geophysical surveys (magnetics, IP) follow up on regional targets. Discovery of Buckreef Quartz Vein and follow up drilling commenced. 13 diamond drill holes by UNDP (12 in current database, UNBR01-12) identified a “possible ore zone 107m long, 8m wide and extending to 122m depth
1968	Tanzania Mineral Resources Division (TMRD)	13 diamond drill holes by Tanzanian Mineral Resources Division (MRD01-13)
1972	Tanzania Mineral Resources Division (TMRD)	Tanzanian government approved investment decision and Buckreef Gold Mining Company.
Mid-1970s	Williamson Diamonds Ltd	Underground development on 30m and 61m levels by Williamson Diamonds Ltd. Indicated ore reserve of 106,000t @ 8.7g/t Au between 23m and 76m levels using minimum mining width of 1.5m
1973-79	Tanzania Mineral Resources Division?	Further underground development and 3 diamond drill holes (BGMDD01-03) by BGMC.
1973-1981	State Mining Corporation	CIP treatment plant and other facilities established with financial assistance from Swedish International Development Agency
1982-1988	State Mining Corporation	Gold production commenced but reached only 25-40% of forecast targets. Production figure unavailable. Review of operations by British Mining Consultants Ltd. who found Buckreef assay laboratory assays 65% higher than overseas check assays
1990	State Mining Corporation	Mining ceased and workings flooded. Total ore extracted estimated at approximately 100,000t @3-4g/t Au
1992	East African Mining Corporation	Commencement of modern exploration techniques including Aircore, RC and diamond drilling.
1994	East African Gold Mines Ltd	Signing of first Buckreef Gold Mine Re-Development agreement with State Mining Corporation. Additional surface and subsurface gold resources were identified.
1995-2010	East African Gold Mines Ltd / Gallery Gold / Iamgold	Explored 40km of contiguous strike length of the RGB encompassing geophysical surveys (IP, EM & magnetic); 52,737m of RAB & AC drilling; 80,796m RC drilling and 22,197m of Diamond drilling. Several metallurgical test-works for a CIL and/or CIC process plant conducted; Preliminary economic assessment leading to a Feasibility scoping study completed. Project returned to Stamico by IAMGOLD.

38

Year	Operator	Work Performed
2008-2009	Tanzanian Gold	Continues with exploration and starts RAB, RC and DC drilling at Kigosi on the Luhwaika and Igunda Prospects. Completed drilling at Luhwaika and Igunda Prospects. 3D modelling completed and resources declared for both.
2010-2011	Tanzanian Gold	Commenced RAB and RC drilling at Msonga   and Commenced and subsequently ceased bulk sampling of Luhwaika quartz rubble deposit (four months later). Completed drilling at Msonga. 3D modelling completed. No resource declared on Msonga.
2011	Tanzanian Gold	Second Buckreef Gold mine Re-Development JV Agreement signed between Tanzanian Gold Corporation and Stamico. Commenced with detailed review of all historical exploration data and results for an updated NI 43-101 report supervised by Venmyn Rand (Pty) Ltd.
2012-2013	Tanzanian Gold	Additional exploration and resource drilling (33,711m diamond core & 4,459m RC) conducted. Preliminary NI 43-101 report completed by Venmyn Rand (Pty) Ltd that showed a 121% increase in mineral resources. Successfully applied for extension of the Special Mining License area (from 3.4km2 to 16.04km2). Commenced NEMC EIA certification process.
2014	Tanzanian Gold	Awarded NEMC Environmental EIA certification. Metallurgical testwork for heap leach and/or CIL process plant conducted. Geotechnical test-work conducted. Construction of pilot Heap leach process plant commenced. Pilot Mining on South Pit commenced late October 2014.
2015	Tanzanian Gold	Pilot mining continued on South pit. Pilot heap leaching operations commenced.
2016	Tanzanian Gold	Force majeure declared February 2016. First gold pour from heap leach operations. Further Metallurgical testwork for CIL process plant commenced. Buckreef process plant re-dsign into CIL system commenced. Commenced application for an initial 15yr Life of Mine extension for the Special Mining License.
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 report completed by MaSS Resources (Pvt) Ltd of Tanzania. Subsequent amendment on said report by Virimai Projects (QP) as Zimbabwe published on SEDAR on July 2018 as per OSC directives.
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.

Ownership

Prior Ownership

Originally, the Buckreef Project was an advanced exploration project held by Iamgold Tanzania (“IAGT”) prior to July 2009. The Agreement to Redevelop the Buckreef Gold Mine (“ARBGM”) between IAGT and the Ministry for Energy and Minerals included at that point, a single Mining Licence and 12 Prospecting Licences covering 98.19km².

In July 2009, IAGT applied to surrender all licenses relating to the ARBGM, effective October 25, 2009 and the Commissioner for Minerals withdraw all license applications relating to the ARBGM.

39

Current Ownership, Property and Location

In December 2010, the Company signed a binding heads of agreement with Stamico for the Buckreef Project and on October 25, 2011 entered into a Definitive Joint Venture Agreement with Stamico for the development of the project. Through its wholly-owned subsidiary, Tanzam, the Company holds a 55% interest in the joint venture company, Buckreef Gold Company Limited, with Stamico holds the remaining 45%. The agreement provided for the formation and establishment of a joint venture company, Buckreef Gold Company Limited (“BGC Ltd.”). On 24^th of October 2011, BGC Ltd. was formed and incorporated under certificate of incorporation number 86681.

The Buckreef Project is located in north central Tanzania immediately to the south of Lake Victoria, in the Mwanza Provincial District. The Buckreef Project is situated 110km southwest of Mwanza, in the Geita District and is accessed by ferry across Smiths Sound and then via unpaved roads and an airstrip. The Buckreef Project comprises five gold deposits located within two geographically separated areas approximately 25km apart, termed the Buckreef Mining Area (“BRMA”) and the Buziba-Busolwa Mining Area (“BZMA”) and the individual gold deposits within these mining areas have been termed Prospects, as summarized below:-

● BRMA: includes the Buckreef Project, the Bingwa Prospect, Eastern Porphyry Prospect and the Tembo Prospect; and

● BZMA: includes the Buziba Prospect

An extended mining right was granted to Tanzam (Special Mining Licence 04/1992) encompassing the Buckreef, Bingwa, Eastern Porphyry and Tembo Prospect areas. The Buziba Prospect is held under a prospecting licence which is in the process of being converted into either a retention licence or a special mining. Within the BZMA small-scale miners operate under numerous primary mining licences adjacent to our main prospect.

Geology and Mineralisation

The BRMA and BZMA gold deposits are classified as low to medium grade orogenic gold deposits hosted by mafic volcanic sequences of the eastwest trending Archaean RGB within the L of the Tanzanian Craton. The BRMA gold deposits are hosted by a major steeply dipping, northeast-southwest trending brittle-ductile shear zone and subsidiary shears, with an early phase of iron rich carbonate alteration, re-brecciation, felsite intrusion and a later phase of auriferous quartz veining.

The BZMA deposit is located 25km east of the Buckreef Prospect in the RGB. The principal host lithologies include magnesium rich basalt, co-magmatic dolerite and a suite of quartz-albite felsic porphyries that have intruded the mafic sequence. Gold mineralisation is associated with quartz vein arrays that occur in altered shear zones in mafic lithologies and as extensive stock works in the felsic porphyries.

Regional Geological Setting

The Buckreef Project is situated within the 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).

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Gold mineralisation 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;

● mineralisation within major ductile shear zones;

● mineralisation associated with replacement of iron formation and ferruginous sediments; and

● Felsic (porphyry) hosted mineralisation, such as within the RGB.

Regardless of the geological environment, it is accepted that structural control on the emplacement of the mineralisation is critical. The following structural features have proven to be important foci of gold mineralisation:

● structural lineaments trending at 120º;

● flexures and splays to the 120º trend (such as at Golden Pride);

● structural lineaments at 70º (such as at Golden Ridge); and

● Granite-greenstone contacts (such as at the Ushirombo and RGB).

Local Geological Setting

The Buckreef Project area covers the eastern portion of the eastwest 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 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.

The tectonic evolution of the RGB is very poorly understood. 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 development, 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

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sub-tropical climate has resulted in deep laterisation and although there is evidence of localised gold enrichment in the shallow oxidation profiles in both BRMA or BZMA areas, major zones of supergene gold enrichment are not developed in either area. The RGB in general is covered by a thin layer of elluvial regolith, which is amenable to standard soil sampling techniques.

A non-penetrative deformation fabric is developed at Buziba, which dips steeply to the south, sub-parallel to the stratigraphy. Individual zones in which this fabric is well developed cannot be traced for distances of more than a few hundred metres on drill sections, but a number of such zones occur throughout the 200m of thickness of stratigraphy, which hosts the mineralisation.

Exploration Status and Project History

The Buckreef Gold Mine was an underground mine operated by the Tanzanian State during the late 1980s to early 1990s. A brief description of the historical work conducted during periods 1992-2011 (pre-Tanzanian Gold Royalty) and 2011-2019 (Tanzanian Gold era) is summarized in two sections below.

Pre-TRX era Project History

Apart from the state, several previous owners of the project undertook numerous exploration programs including aeromagnetic, helicopter borne IP, ground magnetic and soil geochemistry surveys, as well as extensive RC, Air Circulation (“AC”) and diamond drilling programs as highlighted below.

● 1994: Signing of Buckreef Redevelopment Agreement ( of the project undertook numerous exploration programs including aeromagnetic, helicopter borne IP, and ground magnetic.

● 1996: Spinifex Gold of Australia acquires East Africa Mines Ltd.

● 2003: Gallery Gold of Australia acquires Spinifex Gold

● 2006-2010: IAMGOLD Corporation (Canada) acquire Gallery Gold (project incorporated Buckreef, Buziba, Mawe Meru & Busolwa).

● Work done includes:

Ø 65,000m of exploration and reconnaissance drilling

Ø 70,000m of resource definition, metallurgical and hydrogeological drilling,

Ø Estimated expenditure of US$12 million on all four projects.

Ø Total Buckreef Project mineral resources increased from 1.1 to 1.9 MoZ.

● 2010: IAMGOLD Corporation surrendered project back to Stamico after decision to relocate and concentrate on projects in Mali.

● 2010: October, TRX Corporation (Canada) signs MOU with Stamico to acquire Buckreef Project.

Iamgold, the most recent historic owner of the project, verified the historic drilling data, undertook additional exploration and defined JORC compliant Mineral Resources in 2006. Historic metallurgical testwork programs were undertaken on both the BRMA and BZMA mineralisation types. The testwork on BMRA material indicated that oxide and transitional material are amenable to treatment using typical CIL processing techniques and fresh material may benefit from flotation and a finer grind with recoveries anticipated to be in the low 90%s. The testwork results for BZMA mineralisation indicated that it is amenable to treatment using gravity and CIL processing techniques. Metallurgical recoveries for BZMA mineralisation were anticipated to be in the low to mid 90%s. Heap leaching testwork indicated that, at a 25mm to 50mm crushing size fraction in oxide mineralisation, a 75% recovery could be anticipated, whilst transitional and fresh mineralisation recoveries were lower, at 35% to 50%.

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TRX era Project History and Development

The Company acquired the rights to the Buckreef Project early in 2011 and undertook further exploration work that mainly involved mineral resource confirmation drilling, mineral resource drilling, metallurgical and geotechnical diamond drilling programs as tabulated briefly below.

2011:

● October, TRX Corporation (Canada) acquire Buckreef Gold (project incorporated Buckreef, Buziba) through definitive JV Agreement (55/45% equity) with Stamico.

● TRX engaged Hellman & Schofield (Pty) Limited of Australia to prepare an independent NI 43-101 Preliminary Economic Assessment (PEA)-: pathfinder study

2012:

● TRX engaged Venmyn Independent Projects (Pty) Limited of South Africa to prepare an independent NI 43-101 Preliminary Economic Assessment (PEA)-: pathfinder study evaluating all historical technical and economic parameters of the Buckreef Project (Buckreef, Buziba, Busolwa).

● TRX successfully enalrges SML area from 4km2 to 16km2 to encompass Bingwa and Tembo prospects

2013:

● TRX commences infill exploration & additional resource definition drilling on four main prospects as follows:

● Buckreef Project: 684 drill-holes for 97,287m;

● Tembo Prospect: 74 drill-holes for 5,713m;

● Bingwa Prospect: 136 drill-holes for 12,537m &

● Eastern porphyry: 80 drill-holes for 10,814m.

● TRX engaged ENATA Resources to commence a National Environmental Management Council (NEMC) compliant Environmental Impact Assessment report. Final certification received in 0ctober 2014.

● TRX institutes bulk sample heap leach metallurgical testwork on ores from Bingwa and Tembo using SGS of South Africa.

2014:

● TRX engages Venymn to produce an updated NI 43-101 compliant Independent Technical and Valuation Report.

● ITVR incorporated new technical parameters, exploration results, Mineral Resources to update preliminary mine design, preliminary process design, environmental fatal flaw review and economic analysis on the 2012 PEA report.

● TRX engages contractors to construct Carbon-in-Column process plant and 4 heap leach pads.

● TRX completes 10,000m of Grade control drilling targeting oxide & transition ore on the pilot Buckreef South Prospect (delineated 5 major mineralized zones with a proved reserve of 206,551t @1.54g/t containing 10,225ozs Au within the original mineralization envelope).

● TRX commences pilot mining on Buckreef South (Oct. 2014).

2015/2016:

● TRX continues pilot mining, commences CIC process plant and heap leach pad operation.

● TRX commences the CIC pilot heap leaching on 3 loaded pads in April 2016. Leaching operations run for 9 months and subsequently stopped due to unfavourable un-agglomerated ore conditions.

● Process plant failure leads to Process Plant re-design planning (Emisha Mining Solution engaged).

● Renewal application for SML04/92 submitted (MEM).

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2017:

● TRX receives offer letter for the renewal of the Buckreef SML and pays all statutory dues as requested. License extended for a further 10-years to 2027.

● TRX smelts 6.6kg of gold dore from the Carbon-in-Column process plant.

● TRX submits 4-tonne bulk sample for further detailed metallurgical testwork with a laboratory in South Africa. TRX engages MaSS Resources Pvt Ltd. of Tanzania to commence and complete an NI 43-101 compliant Mining and Economic Feasibility study. The Report titled “Updated Independent Technical Mining Reserve Estimate and Economic Feasibility Study on the Buckreef Gold Mine Project, Tanzania, East Africa” is published on SEDAR with effective date April 27, 2017.)

● Emisha Mining Solutions continues with detailed CIL process plant designs.

● TRX hosts the new Minister of Mines, Hon. Angellah Kairuki at Buckreef Mine site.

● Buckreef mega-pit site area marked, cleared and surveyed as part of mine development.

● Mining and pit pre-development work on the ground halted while awaiting issuance of renewed SML certificate

2018:

● Detailed planning for 10,000m of close-spaced grade control drilling on the Buckreef main pit finalized.

● The Company engaged Virimai Projects Pvt Ltd. of Zimbabwe to complete Ontario Securities Commission recommended amendments to the NI 43-101 compliant Mining and Economic Feasibility study. Report entitled “ITR Mineral Reserve Estimation and Pre-Feasibility Study for the Buckreef Gold Mine Project” published on SEDAR with effective date June 26, 2018. This report supercedes all previous ITRs on the Buckreef Project.

● The Company commenced detailed planning for additional deep drilling (diamond core) and resource upgrade drilling (RC) on the main Buckreef Project.

● The Company was in constant engagement with the Ministry of Mines pertaining to the issuance of the renewed SML certificate.

● Mining and pit pre-development work on the ground still on halt while awaiting issuance of renewed SML certificate

2019:

● Under completed Phase I and partially completed Phase II of three phase drill program, the Company has drilled 10,592m (34,751 ft) to September 25, 2019 (34,751 ft), consisting of 6,446m RC and 4,145m diamond drilling. For further details and assay results, please refer to Plan of Operations – Exploration.

● Geophysical survey has been completed.

● Resource-geology model nearing completion.

● New surface map has been published.

● New interpretation of northwest extension.

● Metallurgical and rock mechanics testing.

● Currently evaluating pilot plant production at site.

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Mineral Resource and Mineral Reserve Estimates: Virimai Projects June 2018

On publication of MaSS’ report entitled “Updated Independent Technical Mining Reserve Estimate and Economic Feasibility Study on the Buckreef Gold Mine Project, Tanzania, East Africa”, the OSC conducted a routine review of the report’s contents and raised some queries that necessitated a review of the original report compiled by MaSS. Virimai Projects was then commissioned by Tanzam2000, to carry out an in-depth review of the original report by MaSS with the objective of amending and recompiling the ITR in compliance with NI 43-101.

Virimai Projects subsequently produced an amended Mining and Economic Analysis Pre-feasibility study of the Buckreef Gold Mine Project titled “ITR Mineral Reserve Estimation and Pre-feasibility Study on the Buckreef Gold Mine Project” that takes into account a number of refinements, optimizations and alternatives that will form the basis for TRX to move to Definitive Feasibility Study and development of the Buckreef Project as an open pit mine, which can be brought rapidly into production to benefit from the current favourable gold market conditions.

The scope of work for this study included the following:

● Confirmation of the Mineral Resources as first published by Venymn

● Estimation of Mineral Reserves

● Mining Method Analysis and Selection

● Development and Production Scheduling with Specialized Mining Software

● Optimization of Production rate and Sequencing

● Estimation of Equipment and manpower requirements

● Mining logistics and infrastructure design

● Project Execution Plan

● Capital and Operating cost estimation

● Benchmarking against current operations

● Financial analysis modeling and valuation

● Identification of opportunities, risks and risk mitigation

Virimai carried out a review of the four resource models (Buckreef Main, Eastern Porphyry, Tembo and Bingwa) used in the published estimates and found that the grade estimates were robust. For this reason, Virimai accepted and adopted the resource models for use in the current pre-feasibility study. However, Virimai re-stated the Mineral Resources for two of the resource areas as follows:

● Virimai declared about 10,000t less Inferred Mineral resources as a result of surface correction; and

● 85,0000t spread across the categories were removed for the declared Mineral Resources at Bingwa as a result of being located away from the main mineralised zone either located under overburden exceeding 40 m or existing as discrete non-contiguous bodies.

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The 85,000 tonnes remains in the Mineral Inventory outside the open-pitable mineral resource from current Mineral Resource projections as summarized in the table below.

NI 43-101 Compliant Re-stated Mineral Resource Estimate for BRMA as at June 26, 2018

Source: Virimai Projects 2018

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

Mineral Resources reported inclusive of Mineral Reserves

Cut-off Grade 0.5g/t Au

Estimates over variable widths to 1m to 40m

Specific Gravity ranges 2.0 to 2.8

Inconsistencies in totals are due to rounding

55% attributable to the Company

Having taken into account a number of economic costing and engineering refinements, optimizations and alternatives, Virimai Projects declared an open-pit optimized Mineral Reserve estimate of 19.08Mt grading at 1.54g/t (excluding the existing mined stockpile) and containing 943,851 troy ounce gold for the Buckreef Project as summarized in the table below.

NI 43-101 Compliant Pit Optimized Mineral Reserve Estimate for BRMA as at June 26, 2018

Source: Virimai Projects 2018

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

Mineral Resources reported inclusive of Mineral Reserves

Cut-off Grade: Oxide/Trans 0.38 g/t Au & Fresh rock 0.41g/t Au

Estimates over variable widths to 1m to 40m

Specific Gravity ranges 2.0 to 2.8

Inconsistencies in totals are due to rounding

55% attributable to the Company

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The major highlights from the Technical Mining Feasibility report include the following:

● Conventional open pit mining methods selected in pit designs.

● Over LoM, a total of 19.08Mt of ore with a strip ratio of 8.1:1 will be mined.

● Pre-existing stockpile (ROMPAD) ore totaling 119,726t grading 1.89g/t to be used for process plant commissioning.

● 0.944Moz of gold mined over the open-pit life of the project.

● Recoveries of 89% for primary ore and 93%for saprolite ore, utilizing a simple EDS comminution, flotation and leaching process with gravity recovery circuit for free Au component collection.

● 0.822Moz of gold will be produced over the open-pit life of the project.

● Initial capital cost outlay estimated at US$76.5 Million and sustaining capital of US$22.95 Million, including closure costs.

● Cash operating costs of $735/oz produced.

● Generation of a positive after-tax NPV of $130.96 million at a 5% discount rate and an IRR of 74%

The Company has incurred total net costs (after recoveries, if any) of $3,588,879 on the Buckreef Project for the year ended August 31, 2019.

Kigosi Project

Property Description and Location

The Kigosi Project area is principally located within the Kigosi Game Reserve controlled area. Through prospecting and mining option agreements, the Company has options to acquire interests in several Kigosi prospecting licenses. A comprehensive report summarizing exploration work done and results to date was submitted to the Director of Wildlife and Nature Conservation as part of the requisite and mandatory requirements for an application to renew the Kigosi game reserve access permit. It is a statutory requirement to have an access permit to conduct any exploration activities in an area designated as a forest and/or game reserve. On May 31^st, 2012, the Company was granted a two year permit from the Ministry of Wildlife and Nature Conservation to enter the Kigosi Game Reserve and continue with exploration activities. The Company is evaluating various alternatives for advancing the Kigosi Project by focusing on an area of near surface mineralization.

In December 2012, the Kigosi Access Agreement between the Company (through its subsidiary Tanzam) and the Director of Wildlife, Wildlife Division, Ministry of Natural Resources and Tourism was signed, and in February 23, 2013, the Company (through Tanzam), was awarded the Environmental Impact Assessment Certificate for the Kigosi gold project. Stamico has a 15% carried interest in the Kigosi Project.

On May 30, 2013 the Company announced it had been granted a Mineral Rights and Mining Licence through its wholly owned subsidiary, Tanzam. The Mineral Rights and Mining Licence covers the entire area applied for of 9.91 square kilometres of the Kigosi Project. The area remains subject to a Game Reserve Declaration Order. Upon repeal or amendment of that order by the Tanzanian government, the Company will be legally entitled to exercise its rights under the Mineral Rights and Mining Licence.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The property is accessed via air from the city of Dar Es Salaam on the Indian Ocean coast to the city of Mwanza on the southern shoreline of Lake Victoria. From Mwanza, a moderately maintained tar road accesses the town of Ushirombo, via the towns of Shinyanga and Kahama, around the southern part of the Lake, referred to as Smith Sound. This trip is approximately 400 km and takes some 5 hours. From the town of Ushirombo one keeps heading east along the main Burundi tar road for approximately 6 km, where a dirt track allows access into the Kigosi Game Reserve.

The southern bulk of the Kigosi Project area is wholly located within the northern sector of the Kigosi game reserve with a third of the licenses being located in the adjacent Nikonga-Ushirombo Forestry reserves further north. As per legal and mandatory requirements, the Company acquired respective renewable permits from the Departments of Game Reserves and Forestry Reserves of the Ministry of Wildlife and Tourism to conduct exploration activities in both the game and forestry reservation areas throughout the year. Access to the main Kigosi exploration camp via the dirt track has been substantially improved by the Company to allow access by four wheel drive vehicles during the rainy season.

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The exploration camp at Kigosi is predominantly a tented facility with larger semi-permanent structures employed for offices and storage facilities. Previous construction included the installation of metal containers which will be utilized as living and office quarters. Communications at the camp are via satellite, internet and telephone.

The access track passes over the Shiperenge River, a tributary to the Nikonga River and both are perennial rivers, typically dry in the winter months and overflowing during the October-May rainy season. Three large ponds located on the Nikonga River were the only close source of water until the Company drilled a highly productive water borehole located some 5km northwest of the camp. Drinking water for the camp is pumped via pipeline from the borehole to the camp. The Nikonga and Shiperenge rivers have played a major part in structuring the physiographic landscape in the area. These rivers drain southwards into the Moyowosi and Njingwe Swamps. Small undulating granite hills form the topographic highs, and generally trend northwest. These hills make up approximately 5% of the project area. The climate is typical of an African tropical climate, being hot during the day and cooling down in the evenings. Winters are very mild, but a blanket is needed in the early hours of the mornings. Kigosi falls within a malaria area, and precautions are necessary. Tsetse flies are also present in some parts of the project area. The region is heavily forested, but has only limited wildlife, chiefly small gazelle and baboons.

Geology and Mineralization

The Kigosi-Miyabi granite-greenstone belt and the Ushirombo greenstone belt, form part of two of the greenstone belts within the Nyanzian Archaean greenstone terrain in northwestern Tanzania. These belts host small-scale artisanal workings at Luhwaika and Igunda within the core project area at Kigosi and further to the southeast. The Ushirombo Greenstone Belt has been extensively explored by geologists and small scale miners. It consists predominantly of mafic volcanics with lesser meta-sedimentary rocks across an east-west trending belt some 50 kilometres in strike. Gold mineralization generally occurs in narrow quartz veins. The Kigosi-Miyabi Greenstone Belt has been less explored, mainly because of the location within the Kigosi Game Reserve.

Several prominent regional scale NW trending structural lineaments, interpreted as regional shear zones, appear to be the major conduits and controls for the localization of gold mineralization in the Kigosi area. There is also a prominent NNW trending set of regional scale lineaments that are believed to be deep seated sources of the gold bearing fluids.

The Company previously discovered three previously undocumented shear-zone hosted gold mineralized targets and it has also established the presence of a surface to sub-surface horizon of unconsolidated residual in-situ auriferous vein quartz rubble on the Kigosi Property, forming a part of the Company’s Lake Victoria Goldfield Properties held through its subsidiary, Tanzam.

The Kigosi Mineral Resource estimate September 2009 includes Mineral Resources from several prospects each with primary mineralisation in shears and secondary mineralisation in alluvial gravels. No cut-off grade was applied to the shear hosted mineralisation and a cut-off of 0.1g/t Au was applied in the case of the gravels just as nominal indicator of the presence of mineralisation. The Kigosi prospect is an early exploration project and no specific costing exercises have been yet been conducted that could be used in an economic cut-off grade calculation. Nonetheless, the effect of introducing and changing cut-off grades was provided in the document as an indicative exercise. The parameters pertaining to prospects for economic extraction in the Victoria Goldfields are well known, and the grades and style of mineralisation reported for the Kigosi prospect were considered relative to this benchmark.

Luhwaika Quartz Rubble Deposit

A brief summary of the work done on the Luhwaika Quartz Rubble Deposit and the Msonga Prospect are briefly summarized. Historical summaries for Luhwaika and Igunda Prospects are also briefly described.

During a previous detailed vertical RC-drilling program on the Luhwaika Prospect, the Company established the presence of a consistent and sizeable near-surface quartz-rubble bed with a potentially significant economic potential. The Luhwaika Prospect is host to a potentially economic quartz rubble deposit which is likely a direct result of surface collapse and erosion of the Luhwaika Main and West reefs. Artisanal mining activity has concentrated on this loose quartz rubble deposit which is easily accessible for mining. High grade quartz rubble has so far been identified in three areas: the Luhwaika West reef, the Luhwaika Main reef and the Luhwaika East area. The Company completed a detailed bulk sampling program on this potentially economic quartz rubble bed.

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Bulk Sampling Program

The Company initiated a pit bulk sampling campaign between September 2010 and February 2011. The nature of this exploration was the collection of composite channel sampling from the pit side walls as a way of providing an indication of the in-situ grade. The bulk sample itself was fed through a mobile modular gravity separation plant located at the main camp. The extent of the exploration was on a small scale and included 43 excavated and channel sampled pit bulk samples. Only 18 of these pit bulk samples underwent the full excavation, channel sampling and pilot plant testing within the four month period. The objective of the pit bulk sampling campaign was to provide confidence in the gold grades for the already finalised resource model for the quartz rubble deposit and to ascertain the free gold recoverability using a rudimentary pilot plant as a low cost exercise.

The Company utilised an in-house geologist and field assistants to carry out the pit bulk sampling. Excavation was conducted with a small excavator and a single dump truck. Excavation was monitored by the geologist to ensure uniformity of the excavation and to stop the hole once the mottled zone had been reached. The mottled zone was also dug out as part of the bulk sample to a further depth of ~0.5m below the quartz rubble.

The location of the bulk sampling pits was defined by the then Senior VP, Mr. R. Van Der Westhuizen, based on the earlier RAB drilling and various other requirements. The pit co-ordinates were emailed to the field geologist who then located the pit using a hand-held GPS and staked the limits on an east-west orientation. A 5.0m x 2.5m x 2.5m pit was measured out with tape and staked. The sizing of each pit was targeted to yield approximately 80t of bulk sample. No specific grid size or spacing was used for the pit location.

Luhwaika Prospect

Gold mineralization at the Luhwaika Prospect occurs in a series of sub-parallel and variably auriferous shear zones. The geological setting of the Luhwaika Gold Prospect shows many characteristics that are typical of classic mesothermal lode gold deposits.

At Luhwaika, two principal shear zones have been identified: the Luhwaika Main and Luhwaika West reefs. These reefs carry significant gold mineralization as evidenced by strike extensive small-scale mining and exploration shafts, and more recent drill results. The gold mineralization in the Luhwaika Main reef is structurally controlled, consisting mostly of lodes of laminated quartz veins impregnated in strongly sheared and altered quartz sericite schist with occasional massive tabular whitish-grey quartz vein blow-outs. These veins are shear hosted, with lesser extensional veins noted in outcrop in the granite host rock.

The Luhwaika West reef, located 100-200m in the hanging-wall and sub-parallel to the Luhwaika Main reef, consists mainly of shear-zone hosted tabular quartz veins that often contain irregular hematite filled fracture surfaces.

Igunda Prospect

The structural setting of the Igunda Gold Prospect is similar to that of the Luhwaika Prospect with the exception that the former is hosted in mafic greenstone rocks intruded by lenses of felsic granitoids including quartz-feldspar porphyry. At Igunda, two principal shear zones have been identified: the Igunda A and B reefs. Closely associated with the reefs are sub parallel quartz feldspar porphyry units.

Gold mineralization is structurally controlled and the Igunda Reefs are localized in two sub-vertical dipping northwest striking shear zones, dipping steeply (75º – 85º) to the northeast. Gold mineralization also occurs in the host wall rock up to over a meter and is not confined to the veins.

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Msonga Prospect

Drilling

The Msonga Prospect is situated in the far northeast of the Kigosi license area. The earlier geochemical and structural studies covering this area had identified the presence of a substantial (7 km long) Au-in-soil anomaly hosted in mafic greenstone rocks. Dominant regional structures in the area (Ushirombo greenstone belt) generally trend east-west and are associated with the development of swarms of auriferous quartz veins such as those being currently mined by small-scale miners in the Katente area at Ushirombo. The Msonga Prospect is located ~3-5km along strike from these artisanal workings, and as such it was considered conceivable that the Msonga Prospect represented a similar setting to the Igunda Prospect (i.e., a greenstone and shear zone hosted gold deposit).

During the period mid-2009 to early-2011, the Company conducted a single phase of widely spaced RAB drilling covering the 7km-long Au-in-soil anomaly outline. From early 2010 to June 2011, the Company conducted two phases of RC drilling. The first phase of RC drilling comprised short vertical RC drill-holes mainly investigating the area’s potential for gold mineralization in a distinctive auriferous surficial lateritic quartz rubble deposit. The second phase of RC drilling comprised inclined RC drill-holes to mainly investigate the east-west strike extension of the auriferous quartz veins associated with the nearby Katente Prospect. A total of 148 inclined RC holes were drilled on the Msonga Prospect.

Subsequent modelling and krigging was conducted on the deposit. However, no mineral resources could be declared for Msonga Prospect due to the very low average grade, the paucity of sampling and a lack of geological control for mineralisation. The current targets at Msonga prospect are therefore, classified as minor gold occurrences only.

Kigosi Exploration History

The exploration history of the Kigosi Property from 2006 to 2019 is summarized as follows:

Kigosi Exploration History Synopsis

Year	Operator	Work Performed
1990	Barth	Production of the regional geological map of granite-greenstone belt south of Lake Victoria
Early 1990s	Pangea Goldfields Inc/ Iscor	Rotary Air Blast (RAB) drilling in Msonga prospect area (Kigosi North). No records available
Early 1990s	Artisinal Miners	First evidence of artisanal working in the Kigosi area. No records available for gold extracted by the artisanals.
1994	Tan Range	Acquires gold properties for exploration in Tanzania.
1998	AngloGold	Acquired rights to nine licenses associated with the Kigosi area.
1999	Geodass	Conducted regional geophysical survey (airborne magnetics, radiometric and VLF-EM) over Ushirombo greenstone belt, including the Kigosi area.
1999	Tan Range	Helicopter visit to Luhwaika and Igunda artisanal workings. Signed option agreement with Anglo for the Kigosi North Property.
2003	Geoscientific and Exploration Services Ltd (Geoscientific)	Conducted a regional LandSat interpretation on the Kigosi Project area.
2003	J Klein (Independent Consultant	Reviewed and interpreted 1999 geophysical survey data
2003	AngloGold Ashanti	Detailed regional airborne geophysical survey and soil sampling survey
2004	AngloGold Ashanti & Tan Range	Follow up of anomalies with soil and termite mound sampling. Identification of Msonga, Bungoni, Luhwaika and Igunda Prospect area. Geological and regolith mapping conducted. Limited sampling from pits, streams and trenches.
2005-2006	AngloGold Ashanti & Tan Range	Temporary suspension of exploration activities due to permitting issues for access into Kigosi Game reserve area. JV arrangement maintained.

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Year	Operator	Work Performed
2007	Tan Range/ Tanzanian Gold	JV agreement with AngloGold Ashanti terminated & Tan Range changes name to Tanzanian Royalty Exploration Corp. Commenced with exploration at Kigosi in September. Exploration included biogeochemistry and induced polarisation surveys.
2008-2009	Tanzanian Gold	Continues with exploration and starts RAB, RC and DC drilling at Kigosi on the Luhwaika and Igunda Prospects. Completed drilling at Luhwaika and Igunda Prospects. 3D modelling completed and resources declared for both.
2010-2011	Tanzanian Gold	Commenced RAB and RC drilling at Msonga   and Commenced and subsequently ceased bulk sampling of Luhwaika quartz rubble deposit (four months later). Completed drilling at Msonga. 3D modelling completed. No resource declared on Msonga.
2013	Tanzanian Gold	Applied for and granted Mining License (ML496/2013) covering Luhwaika and Igunda Prospects
2014-2016	Tanzanian Gold	Kigosi game reserve access permitting issues forced a stop to all activities on the project.
2017-2018	Tanzanian Gold	Evacuation of Luhwaika base camp while access negotiations are pursued.
2019	Tanzanian Gold	Care and maintenance.

The Company has incurred total net costs (after recoveries, if any) of $45,945 on the Kigosi Project for the year ended August 31, 2019. The Kigosi Project is currently in the care and maintenance stage.

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 notice sent by the government did not follow due process under Tanzanian law and, as such, the Company filed an appeal to this notification subsequent to year-end and the Company remains confident that they will be successful in the appeal.. l. In light of the Company’s focus on the Buckreef Project, the Company recorded a write off of $12,769,216 related to the Kigois property pending the result of the appeal (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $124,717).

(year ended August 31, 2018 - $nil).

Lunguya Project Area

Property Description and Location

The Lunguya Property is located in the Kahama District of Tanzania. The Lunguya Property is situated in the Lake Victoria Greenstone Belts, approximately 100 kms by air to the southwest of Mwanza and about 15 kms south of Bulyanhulu. With respect to Lunguya PL 1766/01, in January, 2003, a Shareholder’s Agreement was entered into wherein a new company, Lunguya Mining Company Limited (“LMC”), was created to form a joint venture between Northern Mining and Consultancy Company Limited (“NMCCL”), Tanzam and LMC. Tanzam has a 60% shareholding and NMCCL has the remaining 40% shareholding in LMC.

In February 2010, the Company entered into an Option and Royalty Agreement with Joseph Magunila and Partners (“JMP”) over an area in the Kahama District of the Shinyanga Region in Tanzania 100% owned by JMP. The agreement grants the Company an option to acquire up to 90% of JMP’s interest and/or, at the sole discretion of the Company, to enter into a mining and exploration services agreement. The Company paid US$90,000 for this option.

In late 2015, the Option and Royalty Agreement between Joseph Magunila and the company became null and void as the Company relinquished its interest in the Primary Mining Licenses.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Lunguya Property can be reached by plane from Mwanza to an airstrip accommodating Bulyanhulu or by road via Geita up to the Bulyanhulu/Kahama road intersection. From Kahama, the property is located approximately 8 kms to the

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south, toward Lunguya village. Secondary roads and trails traverse the property. The Nyamakwenge Reef, located in the northeastern part of the property, can be accessed using a 12 kms dirt tract passing to the north of the property. Climate and elevation are similar to the Luhala Property.

Very little outcrop (less than 1%) has been identified at Lunguya. The entire property is flat and covered largely by granitic sands and grey orange laterities derived from granitic sources. Like Luhala, Lunguya is actively cultivated, but also is being actively mined by a few score artisanal miners along the trend of the Nyamakwenge Reefs. No significant infrastructure, power or water is available on site. However, the entire infrastructure of the region including electricity, air transport, health clinics, schools, and improved road networks, have been greatly improved due to the proximity to Barrick’s Bulyanhulu mine, some 20 kms to the north.

History

Lunguya Exploration History Synopsis

Year	Operator	Work Performed
1999-2001	Tan Range	Acquire prospecting licenses. Review of regional aeromagnetic data as part of regional prosctive target identification
2002	Tan Range	Regional scale soil surveys. 4 regional anomalies identified
2003-2004	Tan Range	Follow up detailed soil surveys, ground IP surveys, Biogeochemistry (BGC) surveys identified Luhawika North (Bulynhulu replica?) Shilela, Nyikoboko & Nyaamakwenge prospects.
2005-2006	Tan Range	Phase 1 auger drilling, RAB/RC/Core drilling on selected targets on 3 of the 4 prospects.
2007-2008	Tanzanian Gold	Conducted detailed ground magnetics and IP surveys on Shilela, Nyamakwenge & Nyikoboko prospects
2009	Tanzanian Gold	Signed Option & Royalty Agreement on Primary Mining Licenses covering the Nyamakwenge prospect
2010-2012	Tanzanian Gold	Detailed RC and diamond core drilling on Nyamakwenge prospect (Reef and gravel resource definition-internal report). Lost main license over Luhwaika North (Buly-type?) prospect inadvertently.
2013-2015	Tanzanian Gold	No field work conducted. JV agreement on Nyamakwenge terminated in late 2015.
2016-2019	Tanzanian Gold	No field work done. Review of project conducted internally.

Geology

The very limited outcrop exposures on the Lunguya concession necessitate development of a geological and interpretive environment largely based on geophysical interpretations.

Regionally, Lunguya is located near the eastern terminus of the inner volcanic arc, lower Nyanzian, of the Sukumaland Greenstone belt. The succession is dominated by tholeiitic volcanic rocks containing lesser felsic tuffaceous rocks and argillaceous horizons cut by thin quartz porphyry dykes and sills. The thick, banded iron formation and felsic flows characteristic of the outer arc Upper Nyanzian sequence are absent. Most of the map scale granite – greenstone contacts strike north-south. No information is available with respect to the orientation of sub-surface contacts.

At Lunguya, all currently known, auriferous structural zones track at an oblique angle, the eastern granodiorite-mafic volcanic contact. Auriferous veins strike at 020° to 030° with the dominant intrusive volcanic contact trending at approximately 360°. On the property scale, two 330° trending fault structures are interpreted to offset the Lunguya vein into two fault repeated vein segments, having strike lengths of approximately 180 and 300 m. A few score artisanal miners have exploited these veins to a depth not exceeding 30 verticalm subsurface. A second set of auriferous reefs, the Nyikoboko Reefs, are located 12 kilometres to the south. This area is associated with a smaller set of largely inactive artisanal dumps and workings.

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Based on the aeromagnetic data a model has been proposed whereby a large NS trending shear zone is believed to exist below a thick black cotton soil (mbuga) cover. The thin veins associated with the Nyikoboko and Nyamakwengwe reefs probably represent secondary structures from the main shear. This idea has been tested using biogeochemistry.

Mineralization

Lunguya is a mineralized brittle ductile strain zone, developing internal to a major granite-greenstone contact. Gold is associated with one fault offset vein which is likely broken into two segments, the Western and Eastern reefs. Lesser veins are also present. Initial sampling of artisanal vein waste dumps indicated the presence of well mineralized dump samples. The site contained greater than 200 of these small pits-shafts ranging from 1 to 20m deep.

Diamond drill and RC programs at Lunguya have demonstrated geological continuity of the Nyamakwenge West and East Reefs but weaker continuity of grade. The difficulty in obtaining representative gold grades from small core samples of vein material containing coarse particulate gold is a well documented phenomenon. Widths in these boreholes are approximately true widths and the boreholes have been collared roughly perpendicular to the strike and dip of the mineralized structural zones.

Exploration

In November 2010, the Company announced positive results from laboratory test work on surface quartz rubble collected from its Lunguya Primary Mining Licenses (PMLs) in northern Tanzania. The laboratory test work was intended to establish the mineralogical (physical) characteristics of gold contained within an extensive auriferous (gold bearing) quartz rubble bed identified at Lunguya, along with suitable gravity-based recovery methods to extract gold from the quartz rubble which is essentially broken and fractured surface rock.

Chemical analysis of sample material returned values of 3.58g/t, 5.75g/t, 2.33g/t and 3.31g/t, giving an average “head grade” for gold of 3.74g/t. (The “head grade” refers to the average grade of the material submitted for processing and analysis).

Bulk samples were collected from random pits within the Lunguya PML in February 2010.  RC drilling began at Lunguya in June 2011. The program was intended to confirm evidence of reef mineralization identified during the 2002 RC and diamond drilling program in the area.  A total of 14 drill holes consisting of 1,247m were completed during the month. A number of narrow, parallel, moderate dipping shear structures hosted in granite were intersected.  The shears are possibly related to those hosting gold mineralization in the area.

The RC drilling program continued at Lunguya in August 2011, demonstrating the continuity of Nyamakwenge reefs to the southwest of the prospect. Two sets of quartz vein in sheared granite were identified during the drilling program in 2002, with their thickness ranging from 1 – 8m thick. During 2011 RC program another two sets of quartz reefs were identified, with their thickness ranging from 2 to 20m. These two new sets of quartz reef have similar characteristics with the first sets of quartz veins identified.

During the period ended August 31, 2019, no direct property work was conducted on the Lunguya property. The Lunguya Property is currently in the care and maintenance stage.

The Lunguya Property is without known mineral reserves and any exploration program is an exploratory search for ore.

Itetemia Property

Property Description and Location

The Itetemia Property is located in the Mwanza Region of the Lake Victoria Greenstone Region, Tanzania, approximately 90 kilometres by air southwest of the city of Mwanza, situated on the south shore of Lake Victoria.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The property is accessed via local roads from Geita or by plane from Mwanza to an airstrip accommodating the neighbouring Bulyanhulu Mine, owned by Barrick. The Barrick airstrip is 3.75 km west of the western boundary of the Itetemia prospecting license, and approximately 4 km northeast of the Nyamykonze village. Local resources are available at Mwanza, located on the southern shore of Lake Victoria.

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The topography in the region and on the property consists of large flat-lying areas surrounded by numerous small hills. The hills have elevations of up to 100 m above local terrain. The hills are thickly vegetated and access is only possible along cut lines. Little outcrop exists on the property. The climate is similar to the rest of the region. The rainy season starts in November and lasts to the middle of April, but precipitation is irregular from one season to another. The dry seasons are usually hot. Mwanza, located along the southern shore of Lake Victoria, can, and has, provided limited supplies for mining and exploration operations in the area. Dwellers in the area of the Itetemia Property, such as the neighbouring Nyamykonze village, are traditionally subsistence farmers and ranchers, and have limited mining experience from the Bulyanhulu operation and numerous small scale activities. Water for the purpose of mining and processing is not readily available in the region; however, a pipeline from Lake Victoria built by Barrick for its Bulyanhulu Mine, provides an adequate supply.

The large, relatively flat terrain surrounding the known gold mineralization may be suitable for potential tailings and waste rock storage and for heap leach pads and a potential processing plant. Electric power is available via the national grid within 5 km; due to the unreliability of such power, alternative forms of residual or back-up power would be necessary for mining or processing operations, such as diesel power generation used by Barrick at its Bulyanhulu mine.

Ownership

Prior Ownership

With respect to one Itetemia prospecting license, the interest of the Company was acquired from Stamico pursuant to a joint venture agreement dated July 12, 1994 (the “Stamico Venture Agreement”). The Stamico Venture Agreement obligated the Company to make two initial payments of TSh$1,000,000 and US$7,200 to Stamico, both of which were satisfied.

The Company’s Interest

Through prospecting and mining option agreements, the Company has options to acquire interests in several Itetemia Property prospecting licenses. The prospecting licenses comprising the Itetemia Property are indirectly held by the Company through the Company’s subsidiaries, Tancan or Tanzam. In the case of one prospecting license, Tancan acquired its interest pursuant to the Stamico Venture Agreement, as amended June 18, 2001 and July 2005, which provides, among other things, that:

1. Tancan had to pay Stamico, on execution of the Stamico Venture Agreement, the sum of US$7,200 (as an advance against the 2% gross revenue royalty) and TSh1,000,000.

2. Tancan and Stamico were to form a joint venture company for the purpose of holding the prospecting license that shall be held 10% by Stamico (with no obligation to contribute) and 90% by Tancan, which was effected through the formation of Itetemia Mining Co.

3. Stamico is entitled to acquire an additional 20% interest in the joint venture company by paying a sum equal to 20% of the cost of placing the property into commercial production based on the feasibility study, if and when submitted to the Government of Tanzania for such purpose.

4. Tancan shall assist Stamico in raising the required capital to exercise the right referred to in (3) above.

5. Tancan was to expend the sum of US$25,000 in the first year and US$50,000 annually thereafter in relation to the training of Tanzanian personnel.

6. Upon commencement of commercial production, Stamico shall receive a 2% gross revenue royalty, which shall be increased to a 2.5% gross revenue royalty should a mine on the Itetemia prospecting license produce recoverable gold in excess of 12 grams per tonne.

7. Tancan shall pay to Stamico, as an advance against the 2% gross revenue royalty, the sum of US$7,200 on or before every anniversary of the Stamico Venture Agreement up until the development phase, upon and after which the annual sum of US$10,000 shall be paid as an advance against such royalty.

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8. Tancan shall show preference to Stamico for the provision of local materials and services during the period of mining operations.

9. As amended July 2005, Tancan had to pay to Stamico the sum of US$15,000 on or before July 12 of 2006 and 2007, and ending upon commercial production, provided that commercial production commences by December 31, 2007, failing which the aforementioned payment shall be revisited. As expected, commercial production did not commence by December 31, 2007. In 2008, the annual option fee was renegotiated to US$25,000 per annum until commercial production.

10. Tancan may assign its rights under the agreement, subject to the prior written consent of Stamico.

The Itetemia prospecting licences are adjacent to Barrick’s Bulyanhulu gold mine.

History

The exploration history of the Itetemia Property from 2006 to 2019 is summarized as follows:

Itetemia Exploration History Synopsis

Year	Operator	Work Performed
2006	Tancan	In-house evaluation. 4-hole diamond drill program
2007	Sloane	Planned 2000 m RC drill program and 3000 m infill diamond drilling program.
2008	Sloane	First phase drill program consisted of 10 Reverse Circulation (RC) aggregating 1,489m.  Eight diamond drill holes were drilled totalling 2,286.5m.
2009	Sloane	Data analysis
2010	Sloane	Data analysis
2013	Company	In-house evaluation
2014	Company	Digital Terrain Model (DTM) survey pickups using GPS to create topographical survey over the resource area for resource modelling, completion of study, which was contracted to MaSS Resources Company Ltd., submission of the Final Itetemia Gold Project (IGP) Study by MaSS Resources company, Environmental Impact Assessment (EIA) study on the Itetemia Gold Project (IGP), which was contracted to Efficient Consultants environmental experts. The EIA study is ongoing and completed activities include - Visit to site, conducting consultative meetings with stake holders, consultation with OSHA officials & Lake zone mines officer, project registration with NEMC, submission of brief project report to NEMC for project screening, preparation of Scoping Project Report and Terms of Reference (ToR) for management approval before submission and the submission of the Scoping Report to NEMC for approval.
2015	Company	EIA study report approved and ESIA certificate issued. Application to convert PL into Mining License procedures have commenced
2016-2019	Company	Itetemia Mining License Application no/01722 submitted on 4th November 2015 still under review by the Ministry of Energy and Minerals. No fieldwork conducted pending resolution on application.

Geology

The Lake Victoria area contains 12 Archean Nyanzian greenstone belts which are surrounded by and have been interrupted by numerous granitic intrusions. The Nyanzian belts comprise a volcano-sedimentary sequence composed of mafic to felsic volcanics (lavas and tuffs), BIF and shales. The greenstone belts have been grouped into locally distinct geographic regions. One of these regions is the Southwest Mwanza Region which includes a large area south of the town of Mwanza, located on the south shore of Lake Victoria. There are five greenstone belts in the Southwest Mwanza Region, one of which is the Ushirombo belt. The Ushirombo belt is an east-west trending belt, the eastern end of which is located approximately 25 km west of the southern end of Smith Sound on Lake Victoria. The eastern end of the belt is arcuate in shape and trends northerly tangential to the northwestern flank of the Siga Hills.

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The Itetemia Property is underlain by the northerly trending eastern portion of the Ushirombo Nyanzian greenstone belt. Granite underlies the eastern and northern portions of the property. The greenstone/granite contact trends northerly through the east-central portion of the Itetemia prospecting license and through the central portion of the Itetemia East prospecting license onto the Itetemia Village license; at which point, the contract tends westerly through the Mwingilo license cutting the northeast corner of the Ngula license. Sixty percent of the Itetemia, Itetemia North and Ngula licenses are underlain by the Nyanzian greenstone belt. The remaining 40% is underlain by granite. Granite variably underlies 90 to 100% of the Itetemia East, Itetemia Village and Mwingilo prospecting licenses. The Mbuga soil covers 10 to 40% of the property.

Mineralization

The sulphide mineralization encountered on the Itetemia Property comprises massive to semi-massive, stringers, veins and veinlets, disseminated and nodular mineralization. The types of mineralization are (i) sulphides associated with volcanism activity; (ii) remobilized sulphides associated with deformation (shear hosted); and (iii) sulphides associated with sedimentation. The gold and metallic contents associated with this mineralization are variable and the relation between the grades and the mineralized type is not well known at this stage.

The massive to semi-massive sulphide mineralization seems to be related to volcanism. It occurs in two areas on the Property. One area is located in the northern part of the licenses and has been intersected by the hole ITDD-06. More than 30 m. of sulphides were intersected at the contact between a QFP and an argillite horizon separating two pillowed basalts. The sulphide content ranges from 10 to 90% pyrrhotite, 2 to 5% pyrite, trace to 5% sphalerite, trace to 1% copper.

The Golden Horseshoe Reef mineralization occurs as massive sulphide veins locally ranging from 15-30 cm wide. Sulphides dominantly appear in veins/veinlets less than 5 cm wide in felsic volcanic rocks. Five to thirty percent pyrite-pyrrhotite is common over sections of 1 to 15 m along the holes. They are sub-concordant and parallel to the schistosity. The strong shearing at the Golden Horseshoe Reef probably represents a remobilization of the sulphides.

Exploration

The majority of the exploration work in 2007 consisted of RC and diamond drilling, along with limited ground geophysics. Exploration crews were mobilized to the Itetemia Property in August 2007 and drilling commenced in mid-September. The first phase drill program completed 10 RC holes aggregating 1,489m and eight diamond drill holes totaling 2,286.5m. The drill program targeted the shallowest part of the previously established Golden Horseshoe Reef with a view to developing an open pit resource with a notional floor level of 200m below surface. In support of preparation of a resource estimate, drill holes were sited to provide data at grid points at or below 50 x 50m spacing. A number of deeper holes were also sited to test the extent of the mineralized body at depth and along strike.

The Company is reviewing various alternatives for advancing its Itetemia Property. Previous studies have indicated that the Golden Horseshoe Reef (GHR) represents a small, yet robust, medium-grade, near surface gold deposit that warrants further feasibility investigations.

During the period ended August 31, 2019, no direct property work was conducted on the Itetemia property.

The Company has incurred total net costs (after any recoveries, if any) of $nil on the Itetemia Property for the year ended August 31, 2019. The Itetemia property is currently in the care and maintenance stage.

During 2019 the Company received a notice of rejection of the mining license application for the Itetemia Property, for failure to have complied with certain regulations.  The notice sent by the government did not follow due process under Tanzanian law and, as such, the Company filed an appeal to this notification subsequent to year-end and the Company remains confident, as confirmed by legal counsel, that the mining application was filed correctly and they were not in default of the claims listed in the rejection notification. In light of the Company’s focus on the development of the Buckreef Project, the Company recorded a write off of $6,059,044 related to the Itetemia Property (year ended August 31, 2018 - $nil).

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Luhala Property

Property Description and Location

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.

The target on the Luhala property is gold stockwork mineralization associated with felsic rock units in dilatational structures.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the Luhala Property is via the main Mwanza – Shinyanga road, which is a single lane, good to excellent quality, asphalt highway. To access the property, one drives approximately 45km to the south of Mwanza, where a dirt road from a junction at the settlement of Manawa, leads southwest to the town of Misasi. The property has year round access, although seasonal winter rains, December to March, may result in flooding in low lying areas which are dominated by mbuga (black organic rich laustrine flood soils). Most lowland areas are under active cultivation, corn, rice, beans and mixed crops, by subsistence farmers. Low scrub and thorn bushes cover the small hills. The area has been, for many years, deforested by local agricultural practices.

At Luhala, the mean elevation is approximately 1,200 m above sea level, with a series of small sub-rounded hills, rising up to one hundred meters above the surrounding plain. These hills are typically formed by either resistive iron formations or felsic volcanic rocks. Mafic volcanic rocks weather recessively and are typically only exposed in trenches through well formed laterite profiles. Laterite development is extensive with brick-red laterites overlying weak mottled zones and saprolites at a depth of approximately 3-5m. Deep weathering penetrates 45 - 60m vertically within the subsurface.

An enthusiastic and competent labor force is available through the surrounding villages, and local people have been routinely hired during the trenching, drilling and soil sampling programs conducted on this property. However, no other significant infrastructure is available.

History

Luhala has had a significantly more protracted exploration history than Lunguya, beginning with the initial exploration by the then Tanganyikan Geological Survey in 1947. The exploration history of Luhala since 2006 to 2019 is summarized as:

Luhala Exploration History Synopsis

Year	Operator	Work Performed
2006	Tancan	Diamond drilling, RC drilling
2007	Sloane	Follow-up exploration planning
2008	Sloane	Data analysis
2009	Sloane	Data analysis
2010	Sloane	Data analysis
2013	Company	In-house evaluation
2014	Company	Continued in-house evaluation
2015	Company	Continued in-house evaluation/property maintenance
2016-2019	Company	No fieldwork conducted. Property maintenance observed.

Geology

Luhala is found within the eastern portion of the Buhungukira Belt, a local place name assigned to one of the eight greenstone belts in the Lake Victoria District. These rocks are believed to be the eastern continuation of the Geita Greenstone Belt and consist of dominantly Upper Nyanzian rock sequences.

In the Luhala area, the predominant structural grain is dominated by an early deformational event which has deformed all supracrustal rocks into tight, south to southwest plunging, west overturned, synforms and antiforms. The short limbs of

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these folds may have east-west strikes and modest, 40 degree south dips. The long limbs of these folds have north to northeast strikes and generally much steeper, 60 – 80 degree, and east dips.

At Luhala, three principal mineralized zones have been identified. These include Kisunge Hill, Shilalo South, and Shilalo West. All of the three principal mineralized areas are linked by a common southwest plunging antiform, the limbs of which are separated by 500 to 800m and converge just south of Line 6200 E and 3800 N. Mineralization to Kisunge Hill is associated with a chert – felsic volcanic contact. As Shilalo South, structurally controlled gold mineralization closely tracks the position of a massive to locally well-bedded chert or cherty iron formation. The results of diamond drilling in Shilalo West strongly outline the importance of the felsic volcanic - chert – structural sites and gold association. For example, borehole LSD – 08A is collared in the hangingwall to the Shilalo West mineralized zone, traverses the host rhyolite-chert lithology, and terminates in the footwall. This borehole intersected significant gold mineralization of 3.55 g/t Au over 5 m near the hangingwall contact of the felsic volcanic rocks, and is mineralized repeatedly at over one gram ranges throughout much of the felsic host interval, which in this borehole is over 35m thick.

The felsic volcanic rock package at Shilalo West once again presents an excellent structural site for the development of dilatant sites and gold mineralization. As of Shilalo South, a well defined planar, brittle-ductile structural zone was not identified at Shilalo West. Gold distribution is likely related to the presence of extensional and shears extensional veinlets, which are developed within the felsic volcanic rocks at or near, the felsic volcanic “red tuff” contact.

Exploration

During the year ended August 31, 2019, no site-based exploration work was conducted on the Luhala Property.

At Luhala, three principal mineralized zones have been identified: Kisunge Hill, Shilalo South, and Shilalo West. Gold mineralization is associated with zones of diffuse silicification, localized around small scale fractures within competent chert and felsic volcanic rock units.

Mineralization

At Luhala, gold mineralization is associated with zones of diffuse silicification, localized around small cm and mm scale fractures within competent chert and felsic volcanic rock units. Major discordant vein structures are not identified and planar high strain zones are absent.

No specific gravity data have been calculated for any of the rocks cored in these intervals and without strong cross sectional control, no reliable resource estimates for any of the principal mineralized zones at Kisunge, Shilalo South and Shilalo West may be calculated.

Historical Drilling

The Phase 7 drill program at Luhala was completed in August 2006 and consisted of nine diamond drill holes aggregating 991m. All the holes tested the eastern limb of the Kisunge Main Zone. Among the better intercepts reported from this program was 3.07m @ 6.87 g/t. Within this intercept was a 1.44m interval averaging 10.95 g/t. Invaluable structural information was obtained from the Phase 7 diamond drilling program which will be utilized in the planning process for follow-up exploration.

The Company has incurred total net costs (net of recoveries, if any) of $2,733 for the year ended August 31, 2019. The Luhala Property is currently in the care and maintenance stage.

During the year ended August 31, 2019, the Company recorded a write off of $3,401,492 related to the property to reflect the Company’s intention to focus on and develop the Buckreef Project (year ended August 31, 2018 - $nil). The Company continues to hold and will develop the Luhala project in the future and fully expects the value to exceed the balance sheet value of $3,401,492 being written off during 2019.

The Luhala Property is without known mineral reserves and any exploration program is an exploratory search for ore.

Item 4A. Unresolved Staff Comments

None

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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, 2019 and 2018, and should be read in conjunction with the consolidated financial statements and the related notes attached hereto. Discussion and analysis of the financial condition and operating results of the Company for the years ended August 31, 2018 and 2017 are included the Company’s Form 20-F for the year ended August 31, 2018 as previously filed with the SEC.

Fiscal Year Ended August 31, 2019 Compared to Fiscal Year Ended August 31, 2018

Results of Operations

Net additions to mineral properties and deferred exploration costs for the year ended August 31, 2019 were $4,067,153 compared to $2,992,551 for the year ended August 31, 2018. Out of the net additions, $929,596 (2018 - $1,703,323 increase) represents an increase/decrease due to foreign exchange in the current period on functional currency. The increase excluding these amounts saw expenditures of $3,137,557 for the year ended August 31, 2019 compared to $1,289,228 during 2018. The expenditures increased compared with the prior year due to the ongoing drilling and exploration program initiated in the current fiscal year. The Company also recorded a write off of mineral properties in the amount of $22,229,752 during the year ended August 31, 2019 compared to $nil during the year ended August 31, 2018. The Company wrote off values for its non-core assets as it focuses on the development of the Buckreef Project. The Company has also taken a conservative stance while the properties are under appeal as described in note 4 of the audited consolidated financial statements for the years ended August 31, 2019 and 2018.

Net loss for the year ended August 31, 2019 was $29,317,517, compared to a net loss of $6,897,397 for the comparable year ended August 31, 2018. For the three month period ended August 31, 2019 and 2018, there was a net loss of $24,441,720 compared to a net loss of $1,876,711, respectively. Net loss increased during the current year primarily due to the write off of mineral properties in the amount of $22,229,752 during the three month and year ended August 31, 2019 compared to $nil during the year ended August 31, 2018. The Company wrote off values for its non-core assets as it focuses on the development of the Buckreef Project. The Company has also taken a conservative stance while the status of the properties is under appeal as described in note 4 of the audited consolidated financial statements for the years ended August 31, 2019 and 2018. Net loss also increased due to an increase in professional fees driven by an increase in legal fees in connection with outstanding litigation which increased the loss for the three month period and year ended August 31, 2019. These increases were offset by the decrease in share based payments, amounting to $236,000 during the year ended August 31, 2019 compared to $1,598,883 in the comparable year ended August 31, 2018.

Variances in expenditures are set out below:

For the year ended August 31, 2019, depreciation expense was $353,115, compared to $386,845 for the year ended August 31, 2018. The decrease of $33,730 is due to a lower overall capital assets base as there were minimal additions during the current and prior fiscal year.

Consulting fees for the year ended August 31, 2019 were $1,159,991, compared to $938,569 in the comparable year ended August 31, 2018. Consulting expenses were higher during the period due to timing of various consulting work, primarily related to the Buckreef Project as well as regulatory matters during the year. Consulting fees for the three months ended August 31, 2019 were $475,451 compared to $241,471 in the comparable period ended August 31, 2018. The reason for the increased expense during the three month period is due to reclassifications of expenses between accounts.

Directors’ fees for the year ended August 31, 2019 were $111,625, compared to $111,625 in the comparable year ended August 31, 2018. For the three month period ended August 31, 2019, director fees amounted to $27,906 (2018 - $27,906). The amounts were the same as prior year.

Office and general expenses for the year ended August 31, 2019 were $185,268, compared to $121,757 in the comparable year ended August 31, 2018. Office and general costs increased between the comparable period due to the increased activity at site with the current drill program which increased supporting office and general expenditures. For the three month period ended August 31, 2019, office and general expenses were $54,642 compared to $26,819 in the comparable period ended August 31, 2018. The reason for the increase is the same as for the year ended August 31, 2019.

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Shareholder information costs for the year ended August 31, 2019 increased to $378,177 from $343,658 for the comparable year ended August 31, 2018. The amounts were consistent between the two periods. For the three month period ended August 31, 2019, shareholder information costs were $113,970 compared to $58,340 for the three month period ended August 31, 2018. The amounts were lower due to the number and timing of various corporate filings and news releases.

Professional fees increased by $820,996 for the year ended August 31, 2019 to $1,666,920 from $845,924 for the year ended August 31, 2018. Professional fees increased mainly due to increased work surrounding current litigations as disclosed in the audited financial statements for the years ended August 31, 2019 and 2018, the shelf registration statement and other general corporate matters. For the three month period ended August 31, 2019 professional fees went from $280,841 for the three month period ended August 31, 2018 to $334,069. The amounts increased due to the same reason as the increase for the year.

Salaries and benefits expense increased to $718,669 for the year ended August 31, 2019 from $605,659 for the year ended August 31, 2018. Salaries and benefits increased in line with the overall increased activity due to the current drill and exploration program underway. The expenses for the corresponding three month period ending August 31, 2019 and 2018 were $200,497 and $124,943 respectively and increased for the same reason as the increase for the year.

Share based payments for the year ended August 31, 2019 were $236,000, compared to $1,598,883 in the comparable year ended August 31, 2018. The decrease is due to the Company issuing nil options (2018 – 3,682,000) with a value vested of $nil (2018 - $966,000) as well as the repricing of nil options (2018 – 3,750,000) options issued in 2016 which resulted in additional compensation of $nil (2018 - $240,000), see note 9 of the audited consolidated financial statements for the years ended August 31, 2019 and 2018 for details of stock options issued.

For the year ended August 31, 2019, travel and accommodation expense were higher at $43,052 compared to $24,335 in 2018. Travel and accommodation expense increased due to increased travel to site given the current exploration program. For the three months ended August 31, 2019 and 2018, travel and accommodation went from $1,098 in 2018 to $19,786. Travel and accommodation expense increased due to increased travel to site given the current exploration program.

For the year ended August 31, 2019, the foreign exchange loss was $207,042 compared to an exchange gain of $126,583 for the same year ended August 31, 2018. The primary reason is the foreign exchange effect on the US dollar denominated warrant liability.

The interest accretion expense for the year ended August 31, 2019 was $988,530, compared to $819,060 for the year ended August 31, 2018. Interest accretion increased due to additional loans closed during the year ended August 31, 2019.

The Company recorded a write off of mineral properties in the amount of $22,229,752 during the three month and year ended August 31, 2019 compared to $nil during the year ended August 31, 2018. The Company wrote off values for its non-core assets of primarily the Kigosi, Itetemia and Luhala properties as it focuses on the development of the Buckreef Project. The Company has also taken a conservative stance while the status of the properties is under appeal as described in note 4 of the audited consolidated financial statements for the years ended August 31, 2019 and 2018.

Liquidity and Capital Resources – Going Concern Discussion

The Company manages liquidity risk by maintaining adequate cash balances in order to meet short term business requirements. Because the Company does not currently derive any production revenue from operations, its ability to conduct exploration and development work on its properties is largely based upon its ability to raise capital by equity funding and loans. Historically, the Company obtained funding via private placements and public offerings..

Based on the Company’s current funding sources and taking into account the working capital position and capital requirements at August 31, 2019, these factors indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern and is dependent on the Company raising additional debt or equity financing. The Company must obtain additional funding in order to continue development and construction of the Buckreef Project. The Company presently does not have adequate resources to maintain its core activities for the next fiscal year or sufficient working capital to fund all of its planned activities. The Company is continuing to pursue additional financing to fund the construction of the Buckreef Project and additional projects. However there is no assurance that such additional funding and/or project financing will be obtained or obtained on commercially favourable terms.

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At August 31, 2019, the Company had a working capital deficiency of $9,095,970 (August 31, 2018 – $12,010,685 working capital deficiency), had not yet achieved profitable operations, has accumulated losses of $132,462,683 (August 31, 2018 – $103,263,959) and expects to incur further losses in the development of its business. The Company will require additional financing in order to conduct its planned work programs on mineral properties, meet its ongoing levels of corporate overhead and discharge its future liabilities as they come due.

Some of the Company’s mineral properties are being acquired over time by way of option payments. It is at the Company’s option as to whether to continue with the acquisition of the mineral properties and to incur these option payments.

Fiscal Year Ended August 31, 2018 Compared to Fiscal Year Ended August 31, 2017

Results of Operations

Net additions to mineral properties and deferred exploration costs for the year ended August 31, 2018 were $2,992,551 compared to $1,242,162 for the year ended August 31, 2017. Out of the net additions, $1,703,323 (2017 - $1,933,614 decrease) represents an increase/decrease due to foreign exchange in the current period on functional currency. The increase excluding these amounts saw expenditures of $1,289,228 for the year ended August 31, 2018 compared to $3,175,776 during 2017. The lower expenditure in 2018 is due to reduced financial resources currently available to the Company and a related reduction in exploration expenditures.

Net loss for the year ended August 31, 2018 was $6,897,397, compared to a net loss of $6,434,112 for the comparable year ended August 31, 2017. For the three month period ended August 31, 2018 and 2017, there was a net loss of $1,876,711 compared to a net loss of $1,307,313, respectively. Net loss and related expenditures were consistent between the two periods.

Variances in expenditures are set out below:

For the year ended August 31, 2018, depreciation expense was $386,845, compared to $421,983 for the year ended August 31, 2017. The decrease of $35,138 is due to a lower overall capital assets base as there were minimal additions during the period and prior fiscal year.

Consulting fees for the year ended August 31, 2018 were $938,569, compared to $805,943 in the comparable year ended August 31, 2017. Consulting expenses increased during the current period as the Company hired consultants in an effort to advance its Buckreef project. The consultants were hired to advise in regards to the status of the processing plant and any modifications and changes to the operational process, and many were hired in replacement of salaried management and personnel that resigned or were let go during the course of the last year resulting in a decrease in salaries and benefits expenses discussed below. Consulting fees for the three months ended August 31, 2018 were $241,471 compared to $272,597 in the comparable period ended August 31, 2017. The amount remained consistent for the three month period.

Directors’ fees for the year ended August 31, 2018 were $111,625, compared to $186,826 in the comparable year ended August 31, 2017. The amount decreased as compared to the same period in the prior year due to director resignations during the prior year as well as no RSU issuances during the current year. For the three month period ended August 31, 2018, director fees amounted to $27,906 (2017 - $27,907). The amount was the same for the three month period.

Office and general expenses for the year ended August 31, 2018 were $121,757, compared to $197,457 in the comparable year ended August 31, 2017. Office and general costs decreased between the comparable periods due to continued cost reduction measures across all areas of the Company. For the three month period ended August 31, 2018, office and general expenses were $26,819 compared to $44,777 in the comparable period ended August 31, 2017. The reason for the decrease for the three month period is the same as above.

Shareholder information costs for the year ended August 31, 2018 decreased to $343,658 from $476,285 for the comparable year ended August 31, 2017. The amounts decreased due to reduced spending on investor relation services for the period. For the three month period ended August 31, 2018, shareholder information costs were $58,340 compared to $113,838 for the three month period ended August 31, 2017. The decrease is due to the same reason as the decrease for the year.

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Professional fees increased by $91,186 for the year ended August 31, 2018 to $845,924 from $754,738 for the year ended August 31, 2017. Professional fees increased mainly due to increased work surrounding the adoption of the stock option plan incurred in the comparative period. For the three month period ended August 31, 2018 professional fees went from $17,001 for the three month period ended May 31, 2017 to $280,841. The increase is due to an increase in general corporate matters during the period.

Salaries and benefits expense increased to $605,659 for the year ended August 31, 2018 from $458,700 for the year ended August 31, 2017. Salaries and benefits increased due to an increase in payroll tax assessment in Tanzania. The expenses for the corresponding three month period ending August 31, 2018 and 2017 were $124,943 and $116,309 respectively and remained consistent between the two periods.

Share based payments for the year ended August 31, 2018 were $1,598,883, compared to $1,772,663 in the comparable year ended August 31, 2017. The decrease is due to the Company issuing 3,682,000 options (2017 – 3,750,000) with a value vested of $966,000 (2017 - $1,725,000) offset by the forfeiture of RSU’s of $65,098 (2017 - $(123,569)) as well as the repricing of the 3,750,000 options issued in 2016 which resulted in additional compensation of $240,000 (2017 - $nil), see Note 7 of the unaudited interim condensed consolidated financial statements for the years ended August 31, 2018 and 2017 for details of stock options issued.

For the year ended August 31, 2018, travel and accommodation expense were lower at $24,335 compared to $31,267 in 2017. Travel and accommodation expense decreased due to cost cutting measures across all areas of the Company. For the three months ended August 31, 2018 and 2017, travel and accommodation went from $(4,103) in 2017 to $1,098. Travel and accommodation expense were minimal during the period.

For the year ended August 31, 2018, the foreign exchange gain was $126,583 compared to an exchange gain of $161,593 for the same year ended August 31, 2017. The primary reason is the US Dollar exchange rate decreasing from 1.258 at August 31, 2017 to 1.3055 at August 31, 2018.

The interest accretion expense for the year ended August 31, 2018 was $819,060, compared to $725,696 for the year ended August 31, 2017. Interest accretion generally decreases as loans approach their maturity date. The amount increased due to additional loans issued during the course of fiscal 2017 and in the first quarter of fiscal 2018.

Liquidity and Capital Resources – Going Concern Discussion

The Company manages liquidity risk by maintaining adequate cash balances in order to meet short term business requirements. Because the Company does not currently derive any production revenue from operations, its ability to conduct exploration and development work on its properties is largely based upon its ability to raise capital by equity funding. Previously, the Company obtained funding via private placements, public offering and various sources, including the Company’s President and former CEO who is currently still a director.

Based on the Company’s current funding sources and taking into account the working capital position and capital requirements at August 31, 2018, these factors indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern and is dependent on the Company raising additional debt or equity financing. The Company must obtain additional funding in order to continue development and construction of the Buckreef Project. The Company presently does not have adequate resources to maintain its core activities for the next fiscal year or sufficient working capital to fund all of its planned activities. The Company is continuing to pursue additional financing to fund the construction of the Buckreef Project and additional projects. However there is no assurance that such additional funding and/or project financing will be obtained or obtained on commercially favourable terms.

At August 31, 2018 the Company had a working capital deficiency of $12,010,685 (August 31, 2017 – $6,552,376 working capital deficiency), had not yet achieved profitable operations, has accumulated losses of $103,263,959 (August 31, 2017 – 96,566,577) and expects to incur further losses in the development of its business. The Company will require additional financing in order to conduct its planned work programs on mineral properties, meet its ongoing levels of corporate overhead and discharge its future liabilities as they come due.

Some of the Company’s mineral properties are being acquired over time by way of option payments. It is at the Company’s option as to whether to continue with the acquisition of the mineral properties and to incur these option payments.

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Commitments:

In order to maintain the existing site of mining and exploration licenses, the Company is required to pay annual license fees. The Company has not paid certain of its annual license fees since October 2014 with exception of Buckreef and Kigosi mining licenses. As at August 31, 2019 an accrual of $650,000 (August 31, 2018 - $260,000) has been recorded relating to unpaid license fees and resultant penalties. These licenses remain in good standing until a letter of demand is received from Ministry of Energy and Minerals requesting payment of any unpaid license fees plus 50% penalty, and the Company fails to respond within 30 days. The Company has not received a letter of demand. The potential penalty relating to unpaid license fees is approximately $211,000 (August 31, 2018 - $125,000). The Company has recorded an accrual for all valid and active mining licenses.

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 6 of the August 31, 2019 audited consolidated financial statements for full disclosure.

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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.

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.

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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.

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, 2019 and 2018, 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.

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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, 2019, or August 31, 2018.

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, 2019, a 1% increase/decrease in interest rates would decrease/increase net loss for the period by approximately $34,000 (2018 - $4,000).

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, 2019, the Company had current assets of $4,135,316 (August 31, 2018 - $1,322,307) and current liabilities of $13,231,286 (August 31, 2018 - $13,332,992). 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 deficiency of the Company is $9,095,970 (August 31, 2018 - $12,010,685 working capital 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 Project, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.

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, 2019, 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, a 10% movement in the foreign exchange rate will have an impact of approximate $859,000 on the statements of comprehensive loss.

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

Not applicable.

D.       Trend Information

No known trend.

E.       Off Balance Sheet Arrangements

The Company has no material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition.

F.       Tabular Disclosure of Contractual Obligations

The Company has no contractual obligations as of the latest fiscal year end which have a term of more than one year.

Item 6. Directors, Senior Management and Employees

A.       Directors and Senior Management

Directors and Senior Management

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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 28, 2019. 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
Jeffrey Duval Sharon, Connecticut Acting Chief Executive Officer	Acting CEO of the Company; licensed General Engineering Contractor	Officer only
James E. Sinclair Sharon, Connecticut Executive Chairman and Director	Executive Chairman 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
William Harvey Sharon, Connecticut Director	Clinical Psychologist	April 30, 2002
Rosalind Morrow Toronto, Ontario Director	Lawyer; Partner, Borden Ladner Gervais LLP	October 20, 2003
Ulrich E. Rath Toronto, Ontario Director	Formerly President and CEO and Director of Chariot Resources Ltd.	October 7, 2003
Marco Guidi Toronto, Ontario Chief Financial Officer	Chartered Professional Accountant, currently serving as Chief Financial Officer, Controller and Accountant for a number of junior mining companies.	Officer only
Donna M. Moroney Vancouver, BC Corporate Secretary	President and Owner of Wiklow Corporate Services Inc.	Officer only
Peter Zizhou Tanzanian General Manager	General Manager	Officer only

Directors and Senior Management

Jeffrey Duval, Acting Chief Executive Officer

Jeffrey Duval, Mr. Duval is a licensed General Engineering Contractor with over a quarter-century of experience working with several construction firms in the US southwest. His experience in corporate executive management, project development and project management, excavation, movement of material, earthworks, and related skills is a valuable asset to the Company as it aggressively moves to monetize the in-ground assets on its various licenses. Mr. Duval’s management skills, efforts and involvement were instrumental in the Company furthering its planned objectives over the past 12 months. Mr. Duval, age 56, devotes 100% of his time in the roll of Acting Chief Executive Officer for the Company.

James E. Sinclair, Executive Chairman and Director

Mr. Sinclair is the Executive Chairman and a director of the Company. He was also previously served as CEO. Mr. Sinclair, age 75, devotes his full time to the business and affairs of the Company.

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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 Chairman 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 Chairman of the Advisory Board to the Singapore Precious Metals Exchange, a physical metal exchange.

Dr. Norman Betts, Ph.D., Director

Dr. Betts is an associate professor, Faculty of Business Administration, University of New Brunswick (UNB) and a Chartered Accountant Fellow (FCA). Dr. Betts serves as a Chair of the board of directors of Starfield Resources Inc. and as a director and member of the audit committees of Tembec Inc., New Brunswick Power Corporation, Export Development Canada and Adex Mining Inc. He is also a co-chair of the board of trustees of the UNB Pension Plan for Academic Employees. He is a former Finance Minister and Minister of Business New Brunswick with the Province of New Brunswick. He was awarded a PhD in Management from the School of Business at Queen’s University in 1992. Dr. Betts, age 62, devotes approximately 10% of his time to the business and affairs of the Company.

Dr. William Harvey, B.A., Ph.D., 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 86, 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., 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, Ms. Morrow specializes 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. Since the inception of the program in 2001, Ms. Morrow has been lead external counsel to Canada Mortgage and Housing Corporation on over $250 billion in fully underwritten global bond issuances under its Canada Mortgage Bond Program, and during the financial crisis has represented the Canadian federal government on its $125 billion Insured Mortgage Purchase Program, the Canadian equivalent of the U.S. TARP Program. 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 65, devotes approximately 10% of her time to the business and affairs of the Company.

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Ulrich E. Rath, Director

Mr. Rath has a wide range of experience in the mining industry, and has specific experience in North America, South America including Argentina, Chile and Peru and in South Africa. Mr. Rath was the President and CEO and Director of Chariot Resources Ltd., a junior resource company focused on the exploration, acquisition and development of copper and precious metal mineral deposits in the Andes region of Latin America. In June 2010, Mr. Rath facilitated the sale of Chariot Resources following a global auction. The sale was approved by over 98% of the shareholders of Chariot Resources. As the former President, CEO and Director of Chimera Gold Corp. (previously known as EAGC Ventures), Ulrich Rath was responsible for facilitating the $US67 million acquisition of gold operations in the East Rand region of South Africa that now produce more than 200,000 ounces gold per annum. Subsequently, the Board of Chimera agreed to a 1:1 merger with Bema Gold Corp.  He was formerly CEO and director of Compania Minera Milpo, a medium sized Peruvian zinc mining company.   Mr. Rath was also formerly Vice-President, Corporate Development, for Rio Algom Ltd. from December 1992 to October 1998.  Rio Algom Ltd. was a U.S. reporting issuer, whose common shares were listed on the American Stock Exchange.  Mr. Rath, age 70, devotes approximately 10% of his time to the business and affairs of the Company.

Marco Guidi, B.Com (Hons), CPA, CA, Chief Financial Officer

Mr. Guidi is a Chartered Professional Accountant and holds an Honours Bachelor degree in Business Administration from Wilfrid Laurier University. Mr. Guidi began his career with an accounting firm where he was as an audit supervisor specializing in serving the audit and tax needs of clients in a variety of industries. He has worked with publicly listed junior mining companies, technology companies, and privately-owned and entrepreneurial companies. In 2010, Mr. Guidi transitioned out of public accounting and is currently serving as Chief Financial Officer, Controller and Accountant for a number of junior mining companies. Mr. Guidi, age 35, devotes 30% 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.

Peter Zizhou, General Manager

Mr. Zizhou is a holder of BSc (General-Geology/Geography), BSc (Hons-Geology) and MSc (Exploration Geology) degrees acquired from the University of Zimbabwe over the period 1988-2002. He is a registered Professional Natural Scientist (Geology) with the South African Council for Scientific Professions (SACNASP-REG NO. 400028/08). He commenced his career in 1992, conducting regional field mapping for the Geological Survey of Zimbabwe. Mr. Zizhou subsequently joined the gold mining and exploration private sector with Kinross Gold (Zimbabwe) Corporation and subsequently with Caledonia Resources attaining the position of Exploration Manager by 2004. In 2007, he relocated to Tanzania, where he joined the Company as a Senior Exploration Geologist but subsequently rose through the ranks as Exploration Manager (2009) and finally as General Manager (2010). As GM, he successfully steered the Company through the preliminary economic assessment study of the Buckreef Project on behalf of the Company with external consultants. At the same time, he instituted a resource drilling program on several prospects associated with the Buckreef Project, the results of which are currently posted on the Company website. After brief stints (2012-2014) with Kinross Gold Corporation-Mauritania), AngloGold Ashanti (Geita Gold Mine, Tanzania) and Mawarid Mining Tanzania, he rejoined the Company as General Manager (Operations) and successfully conducted pilot mining on the Buckreef South Pit as well as assist with the recently published Mining Pre-Feasibility Report on the Buckreef Project. Mr. Zizhou, age 52, works full-time for 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

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

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

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), William Harvey and Ulrich Rath, 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: base salary, incentive bonus plan, and 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.

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”.

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 $150,000 for that financial year; and

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(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.

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, 2019, 2017 and 2016:

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Share-based awards ($)		Option- based awards ($)	Non- equity incentive plan compen- sation ($)	Pension Value ($)	All other compen- sation ($)	Total compen- sation ($)
			Annual incentive plans (RSU)	Long term incen- tive plans (ESOP)
Jeffrey Duval, Acting CEO	2019 2018 2017	238,749 (1) 331,599 (2) 222,378 (3)	Nil Nil Nil	Nil Nil Nil	Nil 321,000 (4) 460,000 (5)	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	238,749 652,599 682,378
James Sinclair, Executive Chairman and Director	2019 2018 2017	198,955 (1) 192,145 (2) 167,624 (3)	Nil Nil Nil	Nil Nil Nil	Nil 150,000 (4) 138,000 (5)	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	198,955 342,145 305,624
Marco Guidi, CFO	2019 2018 2017	75,000 75,000 75,000	Nil Nil N/A	Nil Nil N/A	Nil 32,000 (4) 27,600 (5)	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	75,000 107,000 102,600
Donna M. Moroney, (6) Corporate Secretary	2019 2018 2017	41,560 Nil 60,000	Nil Nil 24,100	Nil Nil Nil	Nil Nil 13,800 (5)	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A	41,560 Nil 97,900
Peter Zizhou, General Manager	2019 2018 2017	214,682 213,746 213,746	Nil N/A N/A	Nil N/A N/A	Nil Nil N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A	214,862 213,746 213,746

(1)	US$ exchange average for the year = $1.3255.
(2)	US$ exchange average for the year = $1.2771.
(3)	US$ exchange average for the year = $1.3205.
(4)	Valued using the Black-Scholes model with the following variables: volatility – 84%, life – 9 years, risk free rate – 0.95%, dividend yield – 0%.
(5)	Valued using the Black-Scholes model with the following variables: volatility – 76%, life – 9 years, risk free rate – 1.98%, dividend yield – 0%.
(6)	Donna Moroney resigned as Corporate Secretary on August 29, 2017 was reappointed as Corporate Secretary on April 1, 2019.

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.

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Incentive Plan Awards

Outstanding share-based awards and option-based awards

Option-based Awards					Share-based Awards
Name	Year	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money RSUs ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)
Jeffrey Duval, Acting CEO	2019 2018 2017	Nil 1,000,000 1,000,000	Nil $0.43 $0.40	Oct. 11, 2026 Sep. 29, 2026 N/A	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A
James Sinclair, Executive Chairman and Director	2019 2018 2017	Nil 467,000 300,000	Nil $0.43 $0.40	Oct. 11, 2026 Sep. 29, 2026 N/A	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A
Marco Guidi, CFO	2019 2018 2017	Nil 100,000 60,000	Nil $0.43 $0.40	Nil Oct. 11, 2026 Sep. 29, 2026	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A
Donna M. Moroney, Corporate Secretary	2019 2018 2017	Nil N/A 30,000	Nil N/A $0.40	Nil N/A Sep. 29, 2026	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A
Peter Zizhou, General Manager	2019 2018 2017	Nil Nil N/A	Nil N/A N/A	Nil N/A N/A	Nil Nil Nil	N/A N/A N/A	N/A N/A N/A

Incentive plan awards – Value vested or earned during the year

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Jeffrey Duval, CEO	Nil	Nil	Nil
James Sinclair, Executive Chairman and Director	Nil	Nil	Nil
Marco Guidi CFO	Nil	Nil	Nil
Donna M. Moroney, Corporate Secretary	Nil	Nil	Nil
Peter Zizhou, General Manager	Nil	Nil	Nil

Long Term Incentive Plan Awards to NEOs

The Company has made long-term incentive plan awards during the fiscal year ended August 31, 2019 to NEOs of the Company. See “Restricted Stock Unit Plan” and “Employee Share Ownership Plan” below.

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.

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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.

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

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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 or the copy of the Omnibus Plan included with this 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.

RSUs Granted to Directors and Named Executive Officers During the Fiscal Year Ended August 31, 2019:

During the fiscal year ended August 31, 2019, there were no were no RSUs granted to directors and Named Executive Officers, nor did any RSUs vest.

Outstanding RSUs

There are no RSUs outstanding as of August 31, 2019.

Pension Plan Benefits

The Company has not set aside or accrued any funds for pension, retirement or similar benefits.

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)	7,352,000	$0.41 CAD	7,687,155
Total	7,352,000	$0.41 CAD	7,687,155

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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 ($)	Stock Options granted (1) (#)	Cash Compensation Election ($)	All Other Compensation ($)	Total ($)
Norman Betts	36,000	Nil	Nil	Nil	36,000
William Harvey	37,813	Nil	Nil	Nil	37,813
Rosalind Morrow	37,813	Nil	Nil	Nil	37,813
Ulrich Rath	Nil	Nil	Nil	Nil	Nil

Annual compensation for outside directors is $68,750 per year, plus $6,875 per year for serving on Committees, plus $3,437.50 per year for serving as Chair of a Committee. On April 11, 2012, the Board approved that at the election of each individual director, up to one half of the annual compensation may be received in cash, paid quarterly. The remainder of the director’s annual compensation (at least one half and up to 100%) will be awarded as RSUs in accordance with the terms of the RSU Plan and shall vest within a minimum of one year and a maximum of three years, at the election of the director, subject to the conditions of the Amended RSU Plan with respect to earlier vesting. In 2016, outside directors had the option to elect to receive 100% of their compensation in RSUs. If 100% compensation in RSUs is elected, the compensation on which the number of RSUs granted in excess of the required one half shall be increased by 20%.

There were no RSUs granted to the directors under the Amended RSU Plan during the fiscal year ended August 31, 2019.

Termination and Change of Control Benefits

There are currently no contracts for outside management services. There are currently no employment contracts in place whereby any person is entitled to termination or change of control benefits.

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 March 21, 2019, the shareholders elected James Sinclair, William Harvey, Rosalind Morrow, Norman Betts and Ulrich Rath as directors. The officers of the Company are elected by the Board and serve at the pleasure of the Board.

The Company has an audit committee consisting of Ulrich Rath, William Harvey and Norman Betts. The roles and responsibilities of the audit committee have been specifically defined as described below under Audit Committee Information, and include responsibilities for overseeing management reporting on internal control. The audit committee has direct communication channels with the external auditors.

The Company also has a compensation committee. The audit committee and compensation committee is collectively referred to as the “Audit and Compensation Committee”.

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), William Harvey and Ulrich Rath, 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 nominating committee (the “Nominating Committee”) comprised of Ulrich Rath, William Harvey and Norman Betts. The Nominating 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 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.

The Company has a technical committee (“Technical Committee”) currently comprised of Ulrich Rath, Peter Zizhou and Jeff Duval. The Technical Committee has approved a Technical Committee Manual defining Composition and Terms of Reference. Among other things, the Technical Committee reviews with management any exploration, geological, mining, metallurgical and other technical issues and reviews technical and financial issues associated with new and existing projects that require Board approval with respect to their technical and financial impact on the Company. The Technical Committee reports directly to the Board of Directors.

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 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 and Compensation Committee

Following are the members of the Audit and Compensation Committee:

Norman Betts (Chair)	Independent (1)	Financial expert (3)
Ulrich Rath	Independent (1)	Financially literate (2)
William Harvey	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 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; Mr. Rath was the President and CEO of a Canadian resource company; and Dr. William Harvey is a psychologist and businessman.

4.6.       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.

7.       Audit and Compensation Committee Oversight

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.

8.       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 Chairman of the Audit and Compensation Committee deems is necessary, and

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the Chairman 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.

9.       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
2019	Canada – $113,000 Tanzania - $Nil	Nil Nil	Nil Nil	Nil Nil
2018	Canada – $88,000 Tanzania - $15,000	Nil Nil	Nil Nil	Nil Nil

D.       Employees

The Company employs 11 full time employees located in Buckreef, Tanzania, and one full time employee located in Dares Salaam, Tanzania. [See disclosure below regarding Sinclair Financial of providing certain administrative services]

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

Location	Category	Full Time Employees	Temporary Employees	Full Time Consultants	Part Time Consultants
Buckreef, Tanzania	Administration	5	Nil	Nil	Nil
	Exploration	8	14	Nil	Nil
Dares Salaam, Tanzania	Administration	4	Nil	Nil	Nil
	Exploration	Nil	Nil	Nil	Nil
Connecticut	Administration	3	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, 2019.

Name of Owner	Number of Shares Owned	Percentage (1)
Betts, Norman	125,799	0.08%
Duval, Jeff	180,000	0.12%
Guidi, Marco	50,000 (2)	0.03%
Harvey, William	190,424	0.13%
Morrow, Rosalind	669,784	0.45%
Rath, Ulrich E.	229,034 (3)	0.15%
Sinclair, James E.	2,593,992 (4)	1.72%
Moroney, Donna	Nil	N/A
Zizhou, Peter	Nil	N/A
All directors and named executive officers as a group	4,039,033	2.68%

(1) Calculation based on 150,391,558 shares of common shares outstanding as of August 31, 2019.

(2) 50,000 shares held by ITCA Consulting Inc.

(3) 57,031 shares held by Focus-Rath & Associates.

(4) 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, 2019, 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, 2019:

Jurisdiction of Shareholders of Record	Number of Shareholders	Number of Common Shares	Percentage of Total Issued Shares	Percentage of Total Holders
United States	1,398	113,962,224	75.78%	81.75%
Canada	205	32,682,415	21.73%	11.99%
Other Countries	107	3,746,919	2.49%	6.26%
TOTAL	1,710	150,391,558	100.00%	100.00%

B.       Related Party Transactions

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

(a)        The Company entered into the following transactions with related parties:

Year ended August 31	Notes	2019	2018
Legal services	(i)	$Nil	$Nil
Consulting	(ii)	$229,414	$215,108
Consulting	(iii)	$246,602	$Nil
Consulting	(iv)	$170,718	$Nil

(i) The Company engages a legal firm for professional services in which one of the Company’s directors is a partner. During the year ended August 31, 2019, the legal expense charged by the firm was $nil (2018 - $nil). As at August 31, 2019, $335,940 remains payable (August 31, 2018 - $335,940).

(ii) During the year ended August 31, 2019, $229,414 (2018 - $215,108) was paid for consulting and website/data back-up services to companies controlled by individuals associated with the former CEO and current director.

(iii) During the year ended August 31, 2019, $246,602 (2018 - $nil) was paid for drill mobilization, and advances on drilling services to Stamico, the Company’s joint venture partner on the Buckreef Gold Project.

(iv) During the year ended August 31, 2019, $170,718 (2018 - $nil) was paid for consulting services to a company controlled by a director.

As at August 31, 2019, the Company has a receivable of $45,368 (August 31, 2018 - $40,086) from an organization associated with the Company’s President and former CEO and current director and from current officers and directors. The Company also has a receivable of $33,071 (August 31, 2018 - $nil) from Stamico.

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During the year ended August 31, 2015, the Company sold automotive and mining equipment in the amount of $243,805 to directors of the Company and $333,700 to the Company’s former CEO and current director for total proceeds of $577,505 as described in Note 5. Pursuant to the agreements, the Company entered into 1-year lease agreements on the automotive and mining equipment with effective dates in May 2015. Per the terms of the leases, the Company agreed to purchase back the automotive and mining equipment at the end of the lease periods for a lump sum payment of USD$74,848. The initial base payments vary between the agreements and range between $3,500 and $8,000 payable monthly. The effective interest rate on the capital lease obligation outstanding is between 20% and 30%.

On December 1, 2016, the Company entered into settlement agreements whereby a total of $343,623 in principal and accrued interest was settled through the issuance of 458,329 shares issued at an average price of $0.63 per share for total issued value of $288,747, resulting in a gain on settlement of debt of $54,876 for the year ended August 31, 2017.

As at August 31, 2019, the remaining balance outstanding under finance lease obligations after the settlements described above is $78,784 (August 31, 2018 - $67,819) and is repayable within 1 year, as such, the finance lease obligation is classified as a current liability.

(b) Remuneration of Directors and key management personnel (being the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer) of the Company was as follows:

Year ended August 31,	2019				2018
	Fees, salaries and benefits (1)		Share based payments (2), (3)		Fees, salaries and benefits (1)		Share based payments (2), (3)
Management	$	576,264	$	nil	$	636,744	$	773,348
Directors		111,625		nil		111,625		414,000
Total	$	687,889	$	nil	$	748,369	$	1,187,348

(1) Salaries and benefits include 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 RSU’s for their services.

(2) Compensation shares may carry restrictive legends.

(3) All stock option share based compensation is based on the accounting expense recorded in the year.

As at August 31, 2019, included in trade and other payables is $927,000 (August 31, 2018 - $863,000) due to these key management personnel with no specific terms of repayment.

Mr. James Sinclair, the Company’s Executive Chairman, through James Sinclair dba Sinclair Financial, provides certain management and administrative services to the Company through three employees that Sinclair Financial employs. Sinclair Financial is reimbursed by the Company at cost for the administrative and management services provided. There is no formal agreement between Sinclair Financial and the Company as to this arrangement.

C.       Interests of Experts and Counsel

Not applicable.

Item 8. Financial Statements

A.       Consolidated Statements and Other Financial Information

This Form 20-FAnnual Report contains the audited consolidated financial statements of the Company for the fiscal years ended August 31, 2019, 2018 and 2017 with the Report of Independent Registered Public Accounting Firm, comprised of:

(a) Consolidated Statements of Financial Position as of August 31, 2019 and 2018;

(b) Consolidated Statements of Comprehensive Loss for the years ended August 31, 2019, 2018 and 2017;

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(c) Consolidated Statements of Changes in Equity for the years ended August 31, 2019, 2018 and 2017;

(d) Consolidated Statements of Cash Flows for the years ended August 31, 2019, 2018 and 2017; and

(e) Notes to the consolidated financial statements.

Dividend Policy

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

Legal Proceedings

The Company is not a party to any material legal proceedings.

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”. Computershare Trust Company is the registrar and transfer agent for the Company’s common shares.

B.       Plan of Distribution

Not applicable.

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, 2019, there were 150,391,558 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.

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

	No. of Shares	$ Amount
Total Outstanding as of August 31, 2016	109,068,492	122,380,723
Add: Issued for private placements, net of warrants	7,197,543	(1,094,499)
Issued pursuant to Restricted Share Unit Plan	695,991	1,040,990
Shares issued for interest on gold loans	814,089	542,447
Finders fees on convertible loans	132,577	92,805
Shares issued for settlement of lease obligations	458,329	288,747
Shares issued for amounts due to related parties	187,321	131,998
Shares issued for settlement of convertible loans	83,333	49,166
Cashless exercise of warrants	3,146,944	1,742,000
Total Outstanding as of August 31, 2017	121,784,619	$125,174,377
Add: Issued pursuant to Restricted Share Unit Plan	385,147	188,722
Shares issued for interest on gold loans and convertible loans	1,172,128	612,900
Finders fees on convertible loans and gold loans	466,504	234,752
Shares issued for settlement of convertible loans	1,354,405	792,381
Total Outstanding as of August 31, 2018	125,162,803	$ 127,003,132
Add: Issued for private placements, net of share issue costs	13,435,503	8,911,230
Shares issued for interest on gold and convertible loans	1,836,229	699,651
Shares issued for settlement of convertible and gold loans	7,789,895	2,781,473
Transfer of conversion component on conversion of convertible loans	-	1,402,631
Finders fees on convertible and gold bullion loans	686,446	581,181
Stock options exercised	63,333	26,333
Transfer of reserve on exercise of stock options	-	27,722
Warrants exercised	85,127	215,000
Issued in trust for legal appeal	1,332,222	603,556
Total Outstanding as of August 31, 2019	150,391,558	$ 142,251,909

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, 2019, there are a total of 150,391,558 common shares issued and a further 7, 352,000 common shares reserved for issuance under outstanding share purchase options and 4,305,758 reserved for issuance under share purchase warrants.

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

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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).

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.

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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.

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. Secured Gold Loan Agreements

Date	Name of Lender	Interest Rate	Terms	Conversion Rate	Loan Amount
April 9, 2019	Kelly Mckennon	8%	One year, with extension for successive terms of one year	US$0.05232	US$47,857
January 28, 2019	Hoyle Julian	8%	One year, with extension for one year with mutual consent	US$0.3357	US$169,000
June 11, 2018	Kelly McKennon	8%	One year, with extension for one year with mutual consent	US$0.3446	US$180,000
March 1, 2018	Dennis and Jane Smith	8%	One year, with extension for successive terms of one year	US$0.2670	US$330,000
January 19, 2018	Dennis and Jane Smith	8%	One year, with extension for successive terms of one year	US$0.2853	US$417,206.50
January 19, 2018	Structural Logistics, LLC	8%	One year, with extension for successive terms of one year	US$0.2853	US$100,726.86
June 28, 2016	David Ponelli	8%	One year, with extension for one year with mutual consent	US$0.26	US$100,000
June 27, 2016	Edward F. Marin Family LLC	8%	One year, with extension for one year with mutual consent	US$0.26	US$100,000
May 16, 2016	Structural Logistics, LLC	8%	One year, with extension for successive terms of one year	US$0.26	US$104,540

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Date	Name of Lender	Interest Rate	Terms	Conversion Rate	Loan Amount
October 19, 2015	Edward F. Marin Family LLC	8%	Three years with extension for successive terms of one year	US$0.26	US$500,000
October 19, 2015	David Ponelli	8%	Three years with extension for successive terms of one year	US$0.26	US$500,000
June 22, 2015	William Holter	8%	One year, with extension for successive terms of one year	US$0.26	US$515,000
June 22, 2015	Hoffman Heritage Ranch	8%	One year, with extension for successive terms of one year	US$0.26	US$765,000

B. Secured Loan Agreements

Date	Names of Lender	Interest Rate	Term	Conversion Rate	Loan Amount
October 18, 2018	Allen and Connie Duplantis	8%	One year, with extension for one year with mutual consent	US$0.34	US$100,000
October 18, 2018	William J. and Sharon B. Keating	8%	One year, with extension for one year with mutual consent	US$0.34	US$200,000
September 10, 2018	Vimco Holdings Pty Ltd.	8%	One year, with extension for one year with mutual consent	US$0.27	US$270,019.75
September 10, 2018	Echelon Super Pty Ltd.	8%	One year, with extension for one year with mutual consent	US$0.27	US$135,000
September 10, 2018	William J. and Sharon B. Keating	8%	One year, with extension for one year with mutual consent	US$0.27	US$200,769.62
September 10, 2018	Nancy Kamali	8%	One year, with extension for one year with mutual consent	US$0.27	US$75,000
September 10, 2018	The Witt Family Trust	8%	One year, with extension for one year with mutual consent	US$0.27	US$100,000
September 10, 2018	Steven Lane	8%	One year, with extension for one year with mutual consent	US$0.27	US$150,000
August 21, 2018	Dennis and Jane Smith	8%	One year, with extension for one year with mutual consent	US$0.27	US$100,000
August 21, 2018	William Holter	8%	One year, with extension for one year with mutual consent	US$0.274	US$100,000
July 30, 2018	Jeff and Linda Lane	8%	One year, with extension for one year with mutual consent	US$0.31	US$100,000
July 30, 2018	SATYA, LLC	8%	One year, with extension for one year with mutual consent	US$0.31	US$100,000
April 16, 2018	William Holter	8%	One year, with extension for one year with mutual consent	US$0.346935	US$200,000
April 16, 2018	Dennis and Jane Smith	8%	One year, with extension for one year with mutual consent	US$0.346935	US$250,000
January 19, 2018	The Witt Family Trust	8%	One year, with extension for one year with mutual consent	US$0.2853	US$200,000
June 1, 2017	New Direction IRA	8%	One year, with extension for one year with mutual consent	US$0.26	US$339,709.87
June 1, 2017	The Witt Family Trust	8%	One year, with extension for one year with mutual consent	US$0.26	US$433,301.99
March 31, 2017	Structural Logistics, LLC	8%	One year, with extension for one year with mutual consent	US$0.26	US$100,776
March 31, 2017	William Holter	8%	One year, with extension for one year with mutual consent	US$0.26	US$100,000

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Date	Names of Lender	Interest Rate	Term	Conversion Rate	Loan Amount
March 31, 2017	New Direction IRA	8%	One year, with extension for one year with mutual consent	US$0.26	US$100,000
March 31, 2017	The Witt Family Trust	8%	One year, with extension for one year with mutual consent	US$0.26	US$150,000
June 30, 2016	David Schectman	8%	One year, with extension for one year with mutual consent	US$0.26	US$100,000
May 15, 2016	William Holter	8%	One year, with extension for one year with mutual consent	US$0.26	US$104,900

C. Financing Agreements.

Date	Name
May 2, 2019	Sales Agreement with R.F. Lafferty (“Agent”) 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.
August 9, 2019	Underwriting Agreement 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.

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 $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 $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

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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.

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 take into account 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.

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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.

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

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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.

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

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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.

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, 2018, 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

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“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.

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.

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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.

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,

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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.

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 financial 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.

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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 Effect Of Comprehensive U.S. Tax Reform Legislation On The Company, Whether Adverse Or Favorable, Is Uncertain.

On December 22, 2017, President Trump signed into law H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (informally titled the “Tax Cuts and Jobs Act”). Among a number of significant changes to the U.S. federal income tax rules, the Tax Cuts and Jobs Act reduces the marginal U.S. corporate income tax rate from 35% to 21%, limits the deduction for net interest expense, shifts the United States toward a more territorial tax system, and imposes new taxes to combat erosion of the U.S. federal income tax base. The effect of the Tax Cuts and Jobs Act on the Company and its subsidiaries, whether adverse or favorable, is uncertain, and may not become evident for some period of time. Each U.S. Holder is urged to consult its own tax adviser regarding the implications of the Tax Cuts and Jobs Act of holding of our common shares.

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.

The minimum annual income tax threshold is TShs. 2,040,000 or TShs. 170,000 per month. Income Tax Rates vary from Nil up to 30%. Prevailing corporate income tax rate is 30%.

Value Added Tax (“VAT”)

Taxable Supplies	Rate
Supply of goods and services in Mainland Tanzania	18%
Import of goods and services in Mainland Tanzania	18%
Export of goods and services from Mainland Tanzania	0%
Special relief to some entities/items	10%

VAT registrable threshold is TShs. 40 Million (or about US$25,000 at prevailing exchange rates).

Withholding Tax

Withholding tax is charged at the rates specified below:

	Resident	Non-Resident
Dividend	10%	10%
Dividend from  listed on the Dar es Salaam Stock Exchange	5%	5%
Interest	10%	10%

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	Resident	Non-Resident
Royalties	0%	15%
Management Fees	5%	15%
Professional Fees	5%	15%
Rent, Premium for Use of Property	10%	15%
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	0%	15%

Capital Gains Taxation

0% applies to capital gains on the sale of shares listed at the DSM Stock Exchange. 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%.

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.

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.

For companies investing in the Mining Industries (Mineral mining Rights Holders) specific tax incentives are applicable to their investments. These are:-

(i) Indefinite carry forward of losses.

(iii) 15% additional Capital Expenditure on unredeemed qualifying Capital Expenditure for Mining Operators who had entered into Agreement with the Government before 1^st July 2001, under the Mining Acts.

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).

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Double Taxation Agreement

Tanzania has tax treaties to prevent double taxation with Canada, Denmark, Finland, India, Italy, Norway, South Africa, Sweden and Zambia. Tanzania is also in the process of negotiating treaties with several countries including Belgium, Burundi, Iran, Lebanon, Malaysia, Mauritius, Pakistan, and Rwanda.

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. You may read and copy any document that it files at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the Public Reference Rooms. The SEC also 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 Canadian dollar as its reporting currency, but the Company converts Canadian dollars to U.S. dollars, and then 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.

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 3,137,557 and $1,289,228 for the years ended August 31, 2019 and 2018 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.

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

The Company adopted a Common Share Shareholder Rights Plan (the “Rights Plan”), which Rights Plan has previously filed with the SEC. The Rights Plan became effective on November 2011 and was approved by the shareholders of the Company at the shareholders meeting on March 1, 2012. To continue to be effective, the Rights Plan is required to be approved by the majority of the shareholders every three years. In the event the Rights Plan is not approved by the shareholders at the meeting every three years, the Rights Plan terminates as of the date of the Company’s meeting on which the vote was supposed to take place. The extension of the Rights Plan for an additional three years was subsequently approved by the shareholders of the Company at the shareholders meeting on May 28, 2015. The extension of the Rights Plan was not subsequently submitted for approval by the shareholders of the Company at the annual meeting of the shareholders for the year ended August 31, 2017. Therefore, the Rights Plan is no longer in effect. The Company may readopt the Rights Plan in the future, subject to shareholder approval.

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, our principal executive officer and principal financial officer evaluated our 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, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our 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 our Company’s management, including our Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.  The conclusion that our 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.  Our 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 our 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 our Company. Our 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 International Financial Reporting Standards. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, and that our Company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Management, including our principal executive officer and principal financial officer conducted an evaluation of the design and operation of our internal control over financial reporting as of August 31, 2019 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, our management concluded our internal control over financial reporting was not effective as at August 31, 2019 due to the following material weaknesses:.(i) review and approval of certain supplier and vendor invoices and the related oversight and accuracy of recording the associated charges in the Company’s books; and (ii) lack of adequate oversight related to

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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.

We intend to take steps to enhance and improve the design of our internal controls over financial reporting; however during the period covered by this Annual Report on Form 20-F, we have 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.

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

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our 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, 2019, 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 National Association of Securities Dealers (NASD) Rule 4200(a)(15) (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.tanzanianroyalty.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, Suite 202, 5626 Larch Street, Vancouver, BC, V6M 4E1.

Item 16 C. Principal Accountant Fees and Services

The Company’s independent auditor for the fiscal year ended August 31, 2019 and 2018 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 committee.

The following summarizes the significant professional services rendered by Dale Matheson Carr-Hilton Labonte LLP for the year ended August 31, 2019 and 2018.

Fiscal Year Ending August 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2019	Canada – $113,000 Tanzania - $Nil	Nil Nil	Nil Nil	Nil Nil
2018	Canada – $88,000 Tanzania - $15,000	Nil Nil	Nil Nil	Nil Nil

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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.

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 will 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 stage and its mining properties are located outside the United States.

Part III

Item 17. Financial Statements

Not applicable.

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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 Canadian dollars.

Item 19. Exhibits

Exhibit No.	Name
1.1	Articles and Bylaws of Tan Range Exploration Corporation, as amended. (1)
1.2	Certificate of Amendment for Change of Name dated February 28, 2006 (3)
1.3	Certificate of Amendment and Registration of Restated Articles dated March 7, 2008 for increase in the maximum number of directors to eleven (3)
2.1	Employee Share Ownership Plan (2003) (1)
2.5	Restricted Stock Unit Incentive Plan (2)
2.6	Amended Restricted Stock Unit Incentive Plan (4)
4.16	Heads of Agreement dated December 16, 2010 between the Company and State Mining Corporation (4)
4.17	Joint Venture Agreement dated October 25, 2011 between the Company and State Mining Corporation (4)
4.18	Kigosi Access Agreement dated December 10, 2012 between the Company and The Director of Wildlife, Wildlife Division, Ministry of Natural Resources and Tourism (5)
4.24	Continuing Guaranty from Itetemia Mining Company Limited, Lunguya Mining Company Ltd., Tancan Mining Company Limited, Tanzania American International Development Corporation 2000 Limited, Buckreef Gold Company Limited and Northwest Basemetals Company Limited (6)
4.25	Secured Gold Loan Agreement dated June 22, 2015 with Hoffman Heritage Ranches LLC (7)
4.26	Secured Gold Loan Agreement dated June 22, 2015 with William L. Holter (7)
4.27	Secured Gold Loan Agreement dated October 19, 2015 with Edward F. Marin Family LLC (8)
4.28	Secured Gold Loan Agreement dated October 19, 2015 with David Ponelli (8)
4.29	Secured Gold Loan Agreement dated May 16, 2016 with Structural Logistics, LLC (8)
4.30	Secured Loan Agreement dated May 16, 2016 with William L. Holter (8)
4.31	Secured Gold Loan Agreement dated June 27, 2016 with Edward F. Marin Family LLC (8)
4.32	Secured Gold Loan Agreement dated June 28, 2016 with David Ponelli (8)
4.33	Secured Loan Agreement dated June 30, 2016 with David Schectman (8)
4.34	Securities Purchase Agreement dated September 1, 2016 (9)
4.35	Registration Rights Agreement (9)
4.36	Secured Gold Loan Agreement dated January 19, 2018 with Structural Logistics, LLC (10)
4.37	Form of Loan Agreement Amendment (10)
4.38	Secured Gold Loan Agreement dated January 19, 2018 with Dennis and Jane Smith (10)
4.39	Secured Gold Loan Agreement dated March 1, 2018 with Dennis and Jane Smith (10)
4.40	Secured Gold Loan Agreement dated June 11, 2018 with Kelly Mckennon (10)
4.41	Form of Secured Loan Agreement (10)
4.42	Secured Loan Agreement dated March 31, 2017 with New Direction IRA (F. Graziano) *
4.43	Secured Loan Agreement dated March 31, 2017 with William Holter *
4.44	Secured Gold Loan Agreement dated March 31, 2017 with The Witt Family Trust *
4.45	Secured Loan Agreement dated March 31, 2017 with Structural Logistics, LLC *
4.46	Secured Loan Agreement dated June 1, 2017 with The Witt Family Trust *
4.47	Secured Loan Agreement dated June 1, 2017 with New Direction IRA (Lawrence Witt) *
4.48	Secured Loan Agreement dated January 19, 2018 with Witt Family Trust *
4.49	Secured Loan Agreement dated April 16, 2018 with William Holter *
4.50	Secured Loan Agreement dated April 16, 2018 with Dennis and Jane Smith *
4.51	Secured Loan Agreement dated July 30, 2018 with SATYA, LLC *

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Exhibit No.	Name
4.52	Secured Loan Agreement dated July 30, 2018 with Jeff and Linda Lane *
4.53	Secured Loan Agreement dated August 21, 2018 with William Holter *
4.54	Secured Loan Agreement dated August 21, 2018 with Dennis and Jane Smith *
4.55	Secured Loan Agreement dated September 10, 2018 with The Witt Family Trust *
4.56	Secured Loan Agreement dated September 10, 2018 with Nancy Kamali *
4.57	Secured Loan Agreement dated September 10, 2018 with William J. and Sharon B. Keating *
4.58	Secured Loan Agreement dated September 10, 2018 with Steven Lane and Amendment dated January 18, 2019*
4.59	Secured Loan Agreement dated September 10, 2018 with Echelon Super Pty Ltd. *
4.60	Secured Loan Agreement dated September 10, 2018 with Vimco Holdings Pty Ltd. *
4.61	Secured Loan Agreement dated October 18, 2018 with Allen and Connie Duplantis *
4.62	Secured Loan Agreement dated October 18, 2018 with William J. and Sharon B. Keating *
4.63	Secured Gold Loan Agreement dated January 28, 2019 with Hoyle Julian *
4.64	Secured Gold Loan Agreement dated April 9, 2019 with Kelly Mckennon *
4.65	Sales Agreement dated May 2, 2019 with R.F. Lafferty (“Agent”) 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. (12)
4.66	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. (13)
8.1	List of Subsidiaries *
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, 2019 and 2018 *
15.2	Management’s Discussion and Analysis for the years ended August 31, 2019 and 2018 *
15.3	Consent of DMCL Chartered Professional Accountants LLP dated November 29, 2019 *
15.4	Omnibus Equity Compensation Plan *
15.5	Consent of Crundwell Metallurgy (Crundwell) *
15.5	Consent of Virimai Projects (Virimai) *
101.1	Interactive Data Files (XBRL-Related Documents).*

* Filed herewith

(1) Previously filed with the SEC on Form 20-F Registration Statement on March 15, 2004

(2) Previously filed with the SEC on Form 20-F Annual Report on November 30, 2006

(3) Previously filed with the SEC on Form 20-F Annual Report on November 27, 2009

(4) Previously filed with the SEC on Form 20-F Annual Report on December 12, 2011

(5) Previously filed with the SEC on Form 20-F Annual Report on November 15, 2013

(6) Previously filed with the SEC on Form 6-K filed on December 15, 2014

(7) Previously filed with the SEC on Form 20-F/A Annual Report on April 11, 2016

(8) Previously filed with the SEC on Form 20-F filed on November 28, 2016

(9) Previously filed with the SEC on Form 6-K filed on September 7, 2016

(10) Previously filed with the SEC on Form 20-F filed on November 30, 2018

(11) Previously filed with the SEC on Form 20-F/A filed on December 5, 2017

(12) Previously filed with the SEC on Form 6-K filed on May 3, 2019

(13) Previously filed with the SEC on Form 6-K filed on August 9, 2019

104

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, 2019

TANZANIAN GOLD CORPORATION
By:	“James E. Sinclair”
	James E. Sinclair,
	Executive Chairman and Director
	(Principal Executive Officer)

105

EX-4.42

Exhibit 4.42

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 31st day of March, 2017, by and among New Direction IRA, Inc., FBO Frank Graziano Jr., IRA, located in the State of Colorado (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on March 31^st, 2018 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.38/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.38/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.34/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Colorado and will be construed in accordance with and governed by the laws of the State of Colorado, without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of _____________________.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 31^st day of March, 2017.

EX-4.43

Exhibit 4.43

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 31st day of March, 2017, by and among William L. Holter, a Texas resident (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows;

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,00.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on March 31^st, 2018 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.38/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.38/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.34/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Texas and will be construed in accordance with and governed by the laws of the State of Texas without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of Lender’s wife, Kathryn Ann Holter, a Texas resident.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 31^st day of March, 2017.

EX-4.44

Exhibit 4.44

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 31st day of March, 2017, by and among The Witt Family Trust, located in the State of California (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $150,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $150,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on March 31^st, 2018 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.38/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.38/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.34/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of California and will be construed in accordance with and governed by the laws of the State of California without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of _____________________.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 31^st day of March, 2017.

EX-4.45

Exhibit 4.45

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 31st day of March, 2017, by and among Structural Logistics, LLC, located in the State of Ohio (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,776.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,776.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on March 31^st, 2018 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”). Loan repayment shall be made by Borrower in one or a combination of the two (2) manners below, the manner selected at the sole discretion of the Lender:

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.38/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.38/share.

3. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

4. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.34/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

5. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

6. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (c) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

7. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Ohio and will be construed in accordance with and governed by the laws of the State of Ohio without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of      N/A                                     .

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 31^st day of March, 2017.

EX-4.46

Exhibit 4.46

SECURED LOAN AGREEMENT (Amended 6-22-17)

This Secured Loan Agreement (this “Agreement”) is entered into as of the 1^st day of June, 2017, by and among The Witt Family Trust, located in the State of California (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $433,301.99 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $433,301.99 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on June 1^st, 2018 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.36/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.36/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.36/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of California and will be construed in accordance with and governed by the laws of the State of California without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of                                              .

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 1^st of June, 2017.

EX-4.47

Exhibit 4.47

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 1^st day of June, 2017, by and among New Direction IRA, Inc., FBO Lawrence Witt,, IRA, located in the State of California (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $340,210.88 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $340,210.88.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on June 1^st, 2018 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.36/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.36/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.36/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of California and will be construed in accordance with and governed by the laws of the State of California, without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of                                              .

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 1^st day of June, 2017.

EX-4.48

Exhibit 4.48

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 19th day of January, 2018, by and among The Witt Family Trust, located in the State of California (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $200,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $200,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on January 19^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.2853/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.2853/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.2853/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of California and will be construed in accordance with and governed by the laws of the State of California without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of The Witt Family Trust.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 19^th of January, 2018.

EX-4.49

Exhibit 4.49

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 16^th day of April, 2018, by and among William L. Holter, a Texas resident (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“‘Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $200,00.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $200,00.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on April 16^th, 2018 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“‘Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.346935/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.346935/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.346935/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Texas and will be construed in accordance with and governed by the laws of the State of Texas without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of Lender’s wife, Kathryn Ann Holter, a Texas resident.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 16^th day of April, 2018.

EX-4.50

Exhibit 4.50

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 16^th day of April, 2018, by and among Dennis P. Smith and Jane M. Smith, residents of Indiana, (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $250,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $250,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on April 16^th, 2018 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”)

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.346935/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.346935/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.346935/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Indiana and will be construed in accordance with and governed by the laws of the State of Indiana without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 16^th day of April, 2018.

EX-4.51

Exhibit 4.51

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 30^th day of July, 2018, by and among SATYA, LLC, located in New Mexico, (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on July 30^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.310/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.310/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.310/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of New Mexico and will be construed in accordance with and governed by the laws of the State of New Mexico without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit                                    .

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 30^th of July, 2018.

EX-4.52

Exhibit 4.52

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 30^th day of July, 2018, by and among Jeff and Linda Lane, located in Georgia, (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on July 30^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.310/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.310/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.310/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Georgia and will be construed in accordance with and governed by the laws of the State of Georgia without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit                                    .

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 30^th of July, 2018.

EX-4.53

Exhibit 4.53

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 21st day of August, 2018 by and among William L. Holter, a Texas resident (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on 21^st day of August, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.274/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.274/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.310/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Texas and will be construed in accordance with and governed by the laws of the State of Texas without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of Lender’s wife Kathryn Ann Holter, a Texas resident.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 30^th day of July, 2018.

EX-4.54

Exhibit 4.54

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 21^st day of August, 2018, by and among Dennis P. Smith and Jane M. Smith, residents of Indiana, (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,000 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,000 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on 21^st day of August, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.274/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.274/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.274/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Indiana and will be construed in accordance with and governed by the laws of the State of Indiana without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 21^st day of August, 2018.

EX-4.55

Exhibit 4.55

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 10^th day of September, 2018, by and among The Witt Family Trust, located in the State of California (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on September 10^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.27/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.27/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.27/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of California and will be construed in accordance with and governed by the laws of the State of California without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of _____________________.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 10^th of September, 2018.

EX-4.56

Exhibit 4.56

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 10^th day of September, 2018, by and among Nancy KamalL located in the State of California (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $75,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $75,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on September 10^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.27/share (the “Share Value”).

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.27/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.27/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of California and will be construed in accordance with and governed by the laws of the State of California without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of Parham Kamali - 80%, Jay Mosher - 20%.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 10^th of September, 2018.

EX-4.57

Exhibit 4.57

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 10^th day of September, 2018, by and among William J. and Sharon B. Keating located in State of Georgia (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $200,769.62 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $200,769.62 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on September 10^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3. Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.27/share (the “Share Value”).

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.27/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.27/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

9. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

10. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

11. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

12. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of

electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14. Governing Law. This Agreement has been made, executed and delivered in the State of California and will be construed in accordance with and governed by the laws of the State of California without regard to conflict of law principles.

15. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

16. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

17. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

18. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

19. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

20. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

21. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of                                          .

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 10^th of September, 2018.

EX-4.58

Exhibit 4.58

SECURED LOAN AGREEMENT
AMENDMENT NO. 1

This document constitutes amendment no. 1 to the Secured Loan Agreement between Steven L. Lane (“Lender”) and Tanzanian Royalty Exploration Corporation (“Borrower”) dated September, 10, 2018. The effective date of this amendment is January 18, 2019.

The above parties hereby agree as follows:

► Page 1, Paragraph 2: Change “$450,000.00” to read “$150,000.00”; and

► Page 1, Paragraph 3, Sub-Paragraph 1: Change “$450,000.00” to read “$150,000.00”

All other terms and conditions remain unchanged.

SECURED LOAN AGREEMENT (amended)

This Secured Loan Agreement (this “Agreement”) is entered into as of the 10^th day of September, 2018, by and among Steven L. Lane, located in the State of Arizona (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $150,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $150,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on September 10^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3. Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.27/share (the “Share Value”).

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.27/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.27/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Arizona and will be construed in accordance with and governed by the laws of the State of Arizona without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of                                          .

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 10^th of September, 2018.

EX-4.59

Exhibit 4.59

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 10^th day of September, 2018, by and among Echelon Super Pty Ltd. as Trustee for Solomons Investment Trust, located in Australia (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $135,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $135,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on September 10^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3. Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.27/share (the “Share Value”).

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.27/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.27/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

9. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

10. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

11. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

12. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14. Governing Law. This Agreement has been made, executed and delivered in Australia and will be construed in accordance with and governed by the laws of Australia without regard to conflict of law principles.

15. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

16. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

17. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

18. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

19. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

20. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

21. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 10^th of September, 2018.

EX-4.60

Exhibit 4.60

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 10^th day of September, 2018, by and among Vimco Holdings Pty Ltd. as Trustee for Solomons Investment Trust, located in Australia (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $270,029.75 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $270,029.75 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on September 10^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3. Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.27/share (the “Share Value”).

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.27/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.27/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

9. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

10. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

11. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

12. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14. Governing Law. This Agreement has been made, executed and delivered in Australia and will be construed in accordance with and governed by the laws of Australia without regard to conflict of law principles.

15. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

16. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

17. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

18. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

19. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

20. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

21. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of _____________________.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 10^th of September, 2018.

EX-4.61

Exhibit 4.61

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 18^th day of October, 2018, by and among Allen Duplantis and Connie Duplantis, located in the State of Arkansas (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $100,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $100,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on October 18^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3. Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.34/share (the “Share Value”).

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.34/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.34/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

9. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

10. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

11. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

12. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of

electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14. Governing Law. This Agreement has been made, executed and delivered in the State of Arkansas and will be construed in accordance with and governed by the laws of the State of Arkansas without regard to conflict of law principles.

15. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

16. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

17. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

18. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

19. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

20. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

21. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of _____________________.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 18^th of September, 2018.

EX-4.62

Exhibit 4.62

SECURED LOAN AGREEMENT

This Secured Loan Agreement (this “Agreement”) is entered into as of the 18^th day of October, 2018, by and among William J. and Sharon B. Keating located in the State of Georgia (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan US $200,000.00 dollars to Borrower, and Borrowers desires to borrow such amount from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) $200,000.00 US Dollars.

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on October 18^th, 2019 (the “Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3. Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

a) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

b) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $0.34/share (the “Share Value”).

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.34/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.34/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

9. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

10. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

11. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

12. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of

electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14. Governing Law. This Agreement has been made, executed and delivered in the State of Georgia and will be construed in accordance with and governed by the laws of the State of Georgia without regard to conflict of law principles.

15. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

16. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

17. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

18. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

19. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

20. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

21. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of _____________________.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 18^th of October, 2018.

EX-4.63

Exhibit 4.63

SECURED GOLD LOAN AGREEMENT

This Secured Gold Loan Agreement (this “Agreement”) is entered into as of the 28^th day of January, 2019. by and among Hoyle Julian, located in the State of Texas (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan certain gold bullion coins (valued at US $169,000.00) to Borrower, and Borrower desires to borrow such coins from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Tender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) gold bullion coins described as 130(1 oz) Gold Krugerrand (valued at $169,000.00).

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on January 28^th, 2020 (the “Maturity Date”). On the Maturity Date. Borrower shall repay the Loan to Lender without notice or other demand (“Loan Repayment”).

3. Lender shall notify Borrower of the manner of Loan Repayment by email within live (5) days of the Maturity Date. Borrower’s delivery of the Cash or Slock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender, setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

a) Coin Return - Physical delivery of the Coins (the same type and condition as that Loaned) by Lender to Borrower.

b) Cash - Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

c) Stock - Shares of common stock of the borrower (“Stock”) having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be US $.3357/share (the “Share Value”).

At any time during the term of this agreement, the Lender has the right to convert the Shares at a rate of US $0.3357/share.

4. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for one (1) year.

5. Interest. During the Term (or any renewal term), Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the manners described below, the method to be selected at the sole discretion of the Lender:

b) Cash - Cash payment in U.S. Dollars in the amount of quarterly Interest due (“Quarterly Cash Interest”); or

c) Stock - Stock in the number of shares equal to the Quarterly Cash Interest divided by the Share Value of US $0.3357/share.

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due date.

6. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest (b) of Borrower’s Default (as herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcorporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

7. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured or un-matured, direct or indirect, primary or secondary, related or unrelated or due or to become due, arising under this Agreement, and any extensions, modifications, substitutions, increases and renewals thereof, and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, delivery, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this

Agreement (the “Collateral”). Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the plant site, and shall be used only in the conduct in the ordinary course of Borrower’s business; (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use, as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not be used in violation of any applicable statue, law, rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral), wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:

a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, has full power and authority to execute, deliver and comply with this Agreement, and to carry on its business as it is now being conducted and is duly licenses or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

b) Pending Litigation or Proceedings. There are no judgements outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement: (i) have been duly authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statue, law, rule, regulation or ordinance, or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgement or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

f) Stock of Borrower. Borrower has sufficient shares of Stock authorized an available to make any Stock payments set forth in this Agreement. Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no tact which Borrower knows or should know and has not disclosed to Lender, which does or may materially and adversely affect Borrower or its operations.

9. Event of Default. A Party’s material breach of any representation, warranty or covenant under this Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”. Any monetary Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest.

10. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Lender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgements arising out of the obligations required under this Agreement or relating to an Event of Default.

11. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

12. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein, and supersede all prior agreements and understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement, A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14. Governing Law. This Agreement has been made, executed and delivered in State of Texas and will be construed in accordance with and governed by the laws of State of Texas without regard to conflict of law principles.

15. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

16. Severability. The provisions of this Agreement are deemed to be severable, and the invalidity or unenforccability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

17. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day.

18. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

19. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

20. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

21. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of Patricia Lebow my Niece by marriage.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Loan Agreement to be duly executed, seal and delivered as of the 28^th day of January, 2019.

EX-4.64

Exhibit 4.64

SECURED GOLD LOAN AGREEMENT

This Secured Gold Loan Agreement (this “Agreement”) is entered into as of the April 9^th, 2019, by and among Kelly Mckennon, a resident of Washington, (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).

WHEREAS, Lender desires to loan certain gold bullion coins to Borrower, and Borrower desires to borrow such coins from Lender, under the terms and conditions set forth herein.

NOW THEREFORE, the Parties, each intending to be legally bound by this Agreement, hereby agree as follows:

1. Loan. Lender hereby loans Borrower, and Borrower hereby borrows from Lender (the “Loan”) gold bullion coins described as 40 ounces of gold (the “Coins”).

Lender shall physically deliver, or have delivered, the Coins to Borrower’s account Miles Franklin Ltd. in Wayzata, Minnesota (“the Custodian”). The date on which such delivery occurs is the “Loan Commencement Date”. The Custodian will confirm the quantity and authenticity of the Coins. The Parties have established that the market value of the Coins as of the Loan Commencement Date, based on the greater of the COMEX spot price of gold (with respect to the gold content of the Coins) or the trading value of the Coins (including numismatic value) at the time of delivery, the “Loan Value”.)

2. Maturity Date. The Loan shall be for a period of one (1) year (the “Term”) beginning on the Loan Commencement Date and maturing on April 9^th, 2020 (“Maturity Date”). On the Maturity Date, Borrower shall repay the Loan to Lender without notice (other than the form of repayment as set forth below) or other demand (“Loan Repayment”). Loan Repayment shall be made by Borrower in one of the three (3) manners described below, the manner to be selected at the sole discretion of Lender:

(a) Bullion Return – Physical delivery of 40 ounces of bullion by Lender to Borrower.

(b) Cash – Cash payment in U.S. Dollars in the amount of the Loan Value as of the Loan Commencement Date; or

(c) Stock – Shares of common stock (“Stock”) of the Borrowers equal to the Loan Value. For purposes of this paragraph the market value of each share of Stock shall be $0.5232/share.

- 2 -

Lender shall notify Borrower of the manner of Loan Repayment by email within five (5) days of the Maturity Date. Borrower’s delivery of the Coins, Cash or Stock as Loan Repayment shall be made within fifteen (15) days of Borrower’s receipt of notice from Lender setting forth the manner of the Loan Repayment. No deductions shall be made with respect to the Loan Repayment, Borrower being solely responsible for any transaction costs or fees associated therewith.

Notwithstanding any other provision in this Agreement, Lender shall he authorized upon any takeover attempt of Borrower to terminate this Agreement immediately and require that Stock at a rate of 0.5232/share be the Loan Repayment.

At any time during the term of this Agreement, the Lender has the right to convert the Loan into Shares at a rate of $0.5232/share which terminates this Agreement immediately.

3. Loan Extension. By mutual consent of the Parties, the Term of the Loan may be extended for successive renewal terms of one (1) year each.

4. Interest. During the Term (or any renewal term). Borrower shall pay Lender simple interest on the Loan at a rate of eight percent (8%) of the Loan Value per annum (“Interest”). Interest shall be paid on a quarterly basis, in equal installments in arrears, and shall be made by Borrower in either of the two (2) manners described below, the method to be selected at the sole discretion of the Lender:

(a) Bullion Return – Physical delivery by Lender to Borrower: or

(b) Stock – Shares of Stock of the Borrower having an aggregate market value equal to the Loan Value on the Loan Commencement Date. For purposes of this paragraph the market value of each share of Stock shall be $0.5232/share (the “Share Value”).

Lender shall notify Borrower of the manner of Interest payment by email within five (5) days prior to each quarterly Interest due dale.

5. Email Notifications. Lender’s notification to Borrower (a) of Lender’s selection of the manner of Loan Repayment or payment of Interest; and (b) of Borrower’s Default (us herein defined) shall be made by email. Borrower’s email address for these purposes is tnxcoiporate@tanzanianroyalty.com Lender’s email notifications are deemed irrefutably received by Borrower upon email delivery confirmation.

6. Security Interest. As security for the full and timely payment and performance of all Borrower’s payment obligations hereunder, whether now existing or hereafter incurred, matured

- 3 -

or un-matured, direct or indirect primary or secondary, related or unrelated or due or to become due, arising under this Agreement and any extensions, modifications, substitutions, increases and renewals thereof and substitutions therefor, Borrower does hereby collaterally pledge, assign, transfer, convey, mortgage, deliver, and grant to Lender a security interest in and first lien on the new CIL Plant, pad loadings, gold on pads, gold in form of dore, gold in plant process and gold at refinery, to secure Borrower’s payment obligations under this Agreement (the “Collateral”) Borrower shall take all reasonable steps to protect the Collateral, and in pursuance thereof Borrower agrees that the Collateral: (a) shall be kept at the CII, Plant site and shall be used only in the conduct in the ordinary course of Borrower’s business: (b) shall not be misused, wasted or allowed to deteriorate, except for the ordinary wear and tear resulting from its use. as aforesaid; (c) shall at all times be insured against loss, damage, theft and such other risks; (d) shall not he used in violation of any applicable statute, law. rule, regulation or ordinance; (e) shall be kept free of all encumbrances other than as created by this Agreement and (f) may be examined and inspected by Lender (upon reasonable prior notice, either written or oral) wherever located. Borrower will not sell, lease, transfer or otherwise dispose of any of Collateral, except for sales of Collateral that is worn out and replaced in the ordinary course of Borrower’s business.

7. Use of the Coins. Borrower may use the Coins for any legal purposes.

8. Borrower’s Representations and Warranties. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the following:

(a) Valid Organization, Good Standing and Qualification. Borrower is a corporation, duly created, validly existing and in good standing under the laws of Ontario, Canada, and has full power and authority to execute, deliver and comply with this Agreement and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign company in good standing under the laws of each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification.

(b) Pending Litigation or Proceedings. There are no judgments outstanding or actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting Borrower, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that would have a material adverse effect on Borrower’s ongoing business prospects or Borrower’s ability to enter into this Agreement or the performance by Borrower of its obligations hereunder.

(c) Due Authorization; No Legal Restrictions. The execution and delivery by Borrower of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and

- 4 -

provisions of this Agreement: (i) have been duty authorized by all requisite corporate action of Borrower; (ii) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of any applicable statute, law, rule, regulation or ordinance or Borrower’s organizational documents or any indenture, mortgage, loan, credit agreement or instrument to which Borrower is a party or by which Borrower may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument except liens in favor of Lender.

(d) Enforceability. This Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

(e) Title to Collateral. The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

(f) Stock of Borrower. Borrower has sufficient shares of Stock authorized and available to make any Stock payments set forth in this Agreement, Borrower has taken all necessary corporate action to authorize any payments hereunder to be made with shares of Stock.

(g) Accuracy of Representations of Warranties. No representation or warranty by Borrower contained herein or in any certificate or other document furnished by Borrower pursuant hereto or in connection herewith fails to contain any statement of material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. There is no fact which Borrower knows or should know and has not disclosed to Lender which does or may materially and adversely affect Borrower or its operations.

9. Lender’s Acknowledgments, Representations and Warranties. As of the date of execution of this Agreement. Lender hereby acknowledges, represents and warrants to Borrower the following:

- 5 -

(a) Title to the Coins. The Coins are owned by Lender free and clear of all liens and other encumbrances of any kind.

(b) Authenticity. The Coins are authentic gold coins. None of the Coins is a replica of an original.

(c) No Legal Restrictions. The execution and delivery by Lender of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms, conditions and provisions of this Agreement will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any applicable statutes, law, rule regulation, ordinance or any indenture, mortgage, loan, credit agreement or other document or instrument to which Lender is a party or by which Lender may be bound or affected or any judgment or order of any court or governmental department, commission, hoard, bureau, agency or instrumentality, domestic or foreign.

(d) No Registration. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended. Accordingly, any offer or sales in the United States or to such nationals or residents thereof must be pursuant to the registration requirements of the Securities Act of 1933, as amended, or an exemption therefrom. The Borrower does not make any representation with respect to, nor has it assumed any responsibility for, the registration of the Shares or the availability of any such exemption; and the Borrower does not make any representation as to when, if at any time, the Shares may be resold in the United States or to such nationals or residents thereof.

(e) Resale Restrictions. If the Lender is a resident of the United States of America, the Shares will be subject to resale restrictions pursuant to Rule 144 promulgated under the United States Securities Act of 1933 and the Lender has sought and obtained independent legal advice regarding this Agreement and the resale of the Shares.

(f) Lender is Principal. The Lender is entering into this Agreement as principal and not for the benefit of any other person and not with a view to the resale or distribution of all or any of the Shares.

(g) Accredited Investor. The Lender is an “accredited investor” as defined under National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) and the Lender has signed and delivered to the Borrower the Accredited Investor Certificate attached hereto as Schedule “A”.

- 6 -

(h) Private Placement. This Agreement has been privately negotiated and arranged and the Lender or its agent has been invited and afforded the opportunity to conduct a review of all of the Borrower’s affairs and records in order that the Lender may he properly and fully aware of all of the facts relevant to the Borrower’s affairs.

(i) Legend. The certificates representing the Shares will contain a legend or legends denoting restrictions on transfer as referred to herein and, where applicable, the resale restrictions under Rule 144 of the United States Securities Act of 1933.

(j) Due Authorization. The Lender has the legal capacity and competence to enter into and to execute and deliver this Loan and to take all actions required pursuant hereto, and where the Lender is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Loan on behalf of the Lender.

(k) Enforceability. This Agreement has been duly executed and delivered by the Lender and constitutes a valid obligation of the Lender legally binding upon the Lender and enforceable against the Lender in accordance with its terms.

10. Event of Default. A Party’s material breach of any representation, warranty or covenant under tills Agreement shall be a “Default”. With respect to any nonmonetary Default, the defaulting Party, upon email notification from the non-defaulting Party thereof, shall have fifteen (15) days to cure such Default. If the defaulting fails to cure a nonmonetary Default within such fifteen (15) day period, then such Default shall ripen into an “Event of Default”, Any monetary’ Default by Borrower under this Agreement shall constitute an Event of Default when amounts hereunder are not paid when due. Upon an Event of Default, Lender may accelerate the Loan, and in such case Borrower shall immediately effect a Loan Repayment and shall pay Lender all then accrued Interest,

11. Indemnification. To the extent permitted by Law, Borrower agrees to indemnify and hold harmless Tender and Lender’s successors, and assigns from any liability, loss or damage, including without limitation, reasonable attorneys’ fees, he or it may suffer as a result of claims, demands, costs or judgments arising out of the obligations required under this Agreement or relating to an Event of Default.

12. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

13. Integration. This Agreement contains the entire understanding of the Parties with respect to the matters contained therein and supersedes all prior agreements and

- 7 -

understandings between the Parties with respect to the subject matter thereof and do not require parol or extrinsic evidence in order to reflect the intent of the Parties.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. Governing Law. This Agreement has been made, executed and delivered in the State of Washington and will be construed in accordance with and governed by the laws of the State of Washington without regard to conflict of law principles.

16. Binding Effect. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

17. Severability. The provisions of (his Agreement are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

18. Holidays. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action shall be the next succeeding business day.

19. Headings. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

20. No Assignment by Borrower. Borrower may not assign this Agreement or any of its rights hereunder without the prior written consent of Lender, and without which any such assignment shall be void and of no force or effect.

21. Assignment or Sale by Lender. Lender may sell, assign or participate all or a portion of its interest in this Agreement and in connection therewith may make available to any prospective purchases, assignee or participant any information relative to Borrower in its possession.

22. No Third Party Beneficiaries. The rights and benefits of this Agreement shall not inure to the benefit of any third party. Notwithstanding the foregoing, if Lender dies

- 8 -

prior the Loan Repayment, then all of Lender’s rights, benefits and interest in this Agreement (and the proceeds thereof) shall automatically transfer and inure to the benefit of Blanche Michiya McKennon.

IN WITNESS WHEREOF, the Parties hereto have caused this Secured Gold Loan Agreement to be duly executed, seal and delivered as of the 9th day of April, 2019.

EX-8.1

Exhibit 8.1

TANZANIAN GOLD

CORPORATION

LIST OF 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	Republic of Tanzania, Africa	90%  (1) common shares	N/A
Lunguya Mining Company Ltd.	Republic of Tanzania, Africa	60% (2) common shares	N/A
Tancan Mining Company Limited	Republic of Tanzania, Africa	100% common shares	N/A
Tanzania American International Development Corporation 2000 Limited	Republic of Tanzania, Africa	100% common shares	N/A
Buckreef Gold Company Limited (BGCL)	Republic of Tanzania, Africa	55% (3) common shares	N/A
Northwest Basemetals Company Limited	Republic of Tanzania, Africa	75% (4) common shares	N/A
BGCL/AGC Joint Venture (6)	Republic of Tanzania, Africa	40% (5) common shares	N/A

(1)

The remaining 10% interest is held by State Mining Corporation.

(2)

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

(3)

The remaining 45% interest is held by State Mining Corporation.

(4)

The remaining interest is held 15% by State Mining Corporation and 10% by Songshan.

(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.

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Jeffrey Duval, 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 officer 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, 2019

/s/ Jeffrey Duval

Jeffrey Duval,

Acting Chief Executive Officer

(Principal Executive Officer)

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Marco Guidi, 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 officer 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, 2019

/s/ Marco Guidi

Marco Guidi,

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, 2019 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, 2019

/s/ Jeffrey Duval

Jeffrey Duval,

Acting Chief Executive Officer

(Principal Executive Officer)

/s/ Marco Guidi

Marco Guidi

Chief Financial Officer

(Principal Financial Officer)

EX-15.1

Exhibit 15.1

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Consolidated Financial Statements

For the years ended

August 31, 2019, 2018 and 2017

(expressed in Canadian dollars)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of Tanzanian Gold Corporation (formerly Tanzanian Royalty Exploration 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.

“Jeffrey R. Duval”	“Marco Guidi”
Jeffrey R. Duval	Marco Guidi
Acting Chief Executive Officer	Chief Financial Officer

2

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of

Tanzanian Gold Corporation (formerly Tanzanian Royalty Exploration 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, 2019 and 2018, the related consolidated statements of comprehensive loss, changes in equity, and cash flows, for the years ended August 31, 2019, 2018, and 2017, 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, 2019, and 2018 and its financial performance and its cash flows for the years ended August 31, 2019, 2018, and 2017, 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, 2019, 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, 2019 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.

3

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.

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2016

Vancouver, Canada

November 29, 2019

4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Tanzanian Gold Corporation (formerly Tanzanian Royalty Exploration 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, 2019, 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, 2019, 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, 2019 of the Company and our report dated November 29, 2019, 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.

5

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)       Review and approval of invoices and the related oversight and accuracy of recording the associated charges in the Company’s books.

(b)       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.

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, 2019, 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, 2019

6

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934.  Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  The Company’s management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of August 31, 2019.  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, our management concluded our internal control over financial reporting was not effective as at August 31, 2019 due to the following material weaknesses (i) review and approval of invoices and the related oversight and accuracy of recording the associated charges in the Company’s books; and (ii) 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.

7

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

As at	August 31, 2019			August 31, 2018
Assets
Current Assets
Cash (Note 16)	$	3,389,319		$	426,062
Other receivables (Note 12)		625,519			264,803
Inventory (Note 15)		-			515,391
Prepaid and other assets (Note 13)		120,478			116,051
		4,135,316			1,322,307
Property, plant and equipment (Note 5)		1,710,575			1,999,979
Inventory (Note 15)		522,779			-
Mineral properties and deferred exploration (Note 4)		31,750,255			49,912,854
	$	38,118,925		$	53,235,140
Liabilities
Current Liabilities
Trade, other payables and accrued liabilities (Note 14)	$	6,225,131		$	5,767,402
Leases payable (Note 5)		78,784			67,819
Convertible loan (Note 23)		1,929,244			2,875,420
Gold bullion loans (Note 21)		4,998,127			4,622,351
		13,231,286			13,332,992
Warrant liability (Note 6)		4,486,444			4,850,000
Asset Retirement Obligation (Note 19)		737,404			726,143
		18,455,134			18,909,135
Shareholders’ equity
Share capital (Note 6)		142,251,909			127,003,132
Share based payment reserve (Note 8)		8,374,041			9,394,394
Warrants reserve (Note 7)		1,033,037			1,248,037
Accumulated other comprehensive loss		(114,030	)		(755,909	)
Accumulated deficit		(132,462,683	)		(103,263,959	)
Equity attributable to owners of the Company		19,082,274			33,625,695
Non-controlling interests (Note 20, 4(a))		581,517			700,310
Total shareholders’ equity		19,663,791			34,326,005
	$	38,118,925		$	53,235,140

Nature of operations and Going Concern (Note 1)

Segmented information (Note 17)

Commitments and Contingencies (Notes 4 and 18)

The accompanying notes are an integral part of these consolidated financial statements

8

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Consolidated Statements of Comprehensive Loss

(Expressed in Canadian Dollars)

Year ended August 31,	2019			2018			2017
Administrative expenses
Depreciation (Note 5)	$	353,115		$	386,845		$	421,983
Consulting (Note 9)		1,159,991			938,569			805,943
Directors’ fees (Note 9)		111,625			111,625			186,826
Office and general		185,268			121,757			197,457
Shareholder information		378,177			343,658			476,285
Professional fees (Note 9)		1,666,920			845,924			754,738
Salaries and benefits (Note 6)		718,669			605,659			458,700
Share based payments (Note 6)		236,000			1,598,883			1,772,663
Travel and accommodation		43,052			24,335			31,267
		(4,852,817	)		(4,977,255	)		(5,105,862	)
Other income (expenses)
Foreign exchange gain		(207,042	)		126,583			161,593
Interest, net		(17,784	)		(15,518	)		(22,528	)
Interest accretion (Notes 21 and 23)		(988,530	)		(819,060	)		(725,696	)
Accretion on asset retirement obligation (Note 19)		(11,261	)		(11,086	)		(10,934	)
Finance costs (Note 22)		(605,775	)		(549,213	)		(347,418	)
Exploration costs		(190,786	)		(22,625	)		(53,194	)
Interest on leases (Note 5)		(10,248	)		(10,034	)		(24,362	)
Settlement of lawsuit		(154,316	)		(95,241	)		-
Gain (loss) on disposal of property, plant and equipment		-			(775	)		2,030
Loss on shares issued for settlement of debt		-			(522,226	)		(141,108	)
Write off of mineral properties and deferred exploration costs (Note 4)		(22,229,752	)		-			(124,717	)
Withholding tax costs		(49,206	)		(947	)		(41,916	)
Net loss	$	(29,317,517	)	$	(6,897,397	)	$	(6,434,112	)
Other comprehensive loss
Foreign currency translation		641,879			1,420,443			(2,176,352	)
Comprehensive loss	$	(28,675,638	)	$	(5,476,954	)	$	(8,610,464	)
Loss attributable to:
Parent		(29,198,724	)		(6,697,382	)		(5,965,758	)
Non-controlling interests		(118,793	)		(200,015	)		(468,354	)
	$	(29,317,517	)	$	(6,897,397	)	$	(6,434,112	)
Comprehensive loss attributable to:
Parent		(28,964,484	)		(6,116,153	)		(7,983,689	)
Non-controlling interests		288,846			639,199			(626,775	)
	$	(28,675,638	)	$	(5,476,954	)	$	(8,610,464	)
Loss per share – basic and diluted attributable to Parent	$	(0.22	)	$	(0.06	)	$	(0.05	)
Weighted average # of shares outstanding – basic and diluted		136,050,492			122,905,190			117,699,647

The accompanying notes are an integral part of these consolidated financial statements

9

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars)

	Share Capital					Reserves
							Share						Accumulated other									Non-
		Number of					based						comprehensive			Accumulated			Owner’s			controlling			Total
		Shares		Amount			payments			Warrants			income			deficit			equity			interests			equity
Balance at September 1, 2016		109,068,492	$	122,380,723		$	1,066,863		$	941,037		$	-		$	(90,600,819	)	$	33,787,804		$	1,368,679		$	35,156,483
Issued for private placement, net of issuance costs		7,197,543		5,589,501			-			-			-			-			5,589,501			-			5,589,501
Warrants issued on private placement				(6,592,000	)		-			-			-			-			(6,592,000	)		-			(6,592,000	)
Agent warrants issued on private placement				(92,000	)		-			92,000			-			-			-			-			-
Issued pursuant to Restricted Share Unit (“RSU”) Plan (Note 6)		695,991		1,040,990			(1,040,990	)		-			-			-			-			-			-
Shares issued for interest on gold loans and convertible loans (Notes 21 & 23)		814,089		542,447			-			-			-			-			542,447			-			542,447
Issued for settlement of leases (Note 5)		458,329		288,747			-			-			-			-			288,747			-			288,747
Issued for settlement of amounts due to related parties (Note 9)		187,321		131,998			-			-			-			-			131,998			-			131,998
Issued for settlement of convertible loans (Note 23)		83,333		49,166			-			-			-			-			49,166			-			49,166
Shares issued as financing fee for convertible loans (Note 23)		132,577		92,805			-			-			-			-			92,805			-			92,805
Exercise of warrants		3,146,944		1,742,000			-			-			-			-			1,742,000			-			1,742,000
Conversion component of convertible loans (Note 23)				-			625,000			-			-			-			625,000			-			625,000
Reversal of warrant liability upon change of functional currency to USD				-			-			215,000			-			-			215,000			-			215,000
Reversal of derivative in gold bullion loans upon change of functional  currency to USD (Note 21)				-			5,051,000			-			-			-			5,051,000			-			5,051,000
Reversal of derivative in gold convertible loans upon change of functional currency to USD (Note 23)				-			108,000			-			-			-			108,000			-			108,000
Share based compensation - RSU				-			262,929			-			-			-			262,929			-			262,929
Share based compensation - Stock options				-			1,725,000			-			-			-			1,725,000			-			1,725,000
RSU shares forfeited (Note 6)				-			(123,569	)		-			-			-			(123,569	)		-			(123,569	)
Exchange on translation of foreign subsidiaries				-			-			-			(2,176,352	)		-			(2,176,352	)		-			(2,176,352	)
Total comprehensive loss for the year				-			-			-			-			(5,965,758	)		(5,965,758	)		(468,354	)		(6,434,112	)
Balance at September 1, 2017		121,784,619	$	125,174,377		$	7,674,233		$	1,248,037		$	(2,176,352	)	$	(96,566,577	)	$	35,353,718		$	900,325		$	36,254,043
Issued pursuant to RSU Plan (Note 6)		385,147		188,722			(188,722	)		-			-			-			-			-			-
Shares issued for interest on gold loans and convertible loans (Notes 21 & 23)		1,172,128		612,900			-			-			-			-			612,900			-			612,900
Shares issued as financing fee for convertible loans (Note 23)		466,504		234,752			-			-			-			-			234,752			-			234,752
Issued for settlement of convertible loans (Note 23)		1,354,405		792,381			-			-			-			-			792,381			-			792,381
Conversion component of convertible loans (Note 23)				-			310,000			-			-			-			310,000			-			310,000
Share based compensation - Stock options				-			1,614,000			-			-			-			1,614,000			-			1,614,000
Share based compensation - RSU				-			49,981			-			-			-			49,981			-			49,981
RSU shares forfeited (Note 6)				-			(65,098	)		-			-			-			(65,098	)		-			(65,098	)
Exchange on translation of foreign subsidiaries				-			-			-			1,420,443			-			1,420,443			-			1,420,443
Total comprehensive loss for the year				-			-			-			-			(6,697,382	)		(6,697,382	)		(200,015	)		(6,897,397	)
Balance at August 31, 2018		125,162,803	$	127,003,132		$	9,394,394		$	1,248,037		$	(755,909	)	$	(103,263,959	)	$	33,625,695		$	700,310		$	34,326,005
Issued for cash, net of share issue costs		13,435,503		8,911,230			-			-			-			-			8,911,230			-			8,911,230
Shares issued for interest on gold loans and convertible loans (Notes 21 & 23)		1,836,229		699,651			-			-			-			-			699,651			-			699,651
Shares issued as financing fee for loans (Note 21)		686,446		581,181			-			-			-			-			581,181			-			581,181
Issued for settlement of loans (Note 21 and 23)		7,789,895		2,781,473			-			-			-			-			2,781,473			-			2,781,473
Transfer of conversion component on conversion of convertible loans				1,402,631			(1,402,631	)		-			-			-			-			-			-
Stock options exercised		63,333		26,333			-			-			-			-			26,333			-			26,333
Transfer of reserve on exercise of stock options				27,722			(27,722	)		-			-			-			-			-			-
Warrants exercised		85,127		215,000			-			(215,000	)		-			-			-			-			-
Issued in trust for legal appeal (Note 18)		1,332,222		603,556			-			-			-			-			603,556			-			603,556
Conversion component of convertible loans (Note 23)				-			174,000			-			-			-			174,000			-			174,000
Share based compensation - Stock options				-			236,000			-			-			-			236,000			-			236,000
Exchange on translation of foreign subsidiaries				-			-			-			641,879			-			641,879			-			641,879
Total comprehensive loss for the year				-			-			-			-			(29,198,724	)		(29,198,724	)		(118,793	)		(29,317,517	)
Balance at August 31, 2019		150,391,558	$	142,251,909		$	8,374,041		$	1,033,037		$	(114,030	)	$	(132,462,683	)	$	19,082,274		$	581,517		$	19,663,791

The accompanying notes are an integral part of these consolidated financial statements

10

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Consolidated Statements of Cash Flow

(Expressed in Canadian Dollars)

Year ended August 31,	2019			2018			2017
Operating
Net loss	$	(29,317,517	)	$	(6,897,397	)	$	(6,434,112	)
Adjustments to reconcile net loss to cash flow from operating activities:
Depreciation		353,115			386,845			421,984
Write-off of mineral properties and deferred exploration costs		22,229,752			-			124,717
Share based payments		236,000			1,598,883			1,772,663
Accretion on asset retirement obligation		11,261			11,086			10,934
Interest accretion		988,530			819,060			725,696
Foreign exchange		99,780			(14,011	)		(384,216	)
Shares issued for payment of interest on bullion loans		605,775			425,717			429,426
Loss on shares issued for settlement of debt		-			522,281			141,108
Loss on settlement of lawsuit		-			95,241			-
Gain on sale of property, plant and equipment		-			-			(2,030	)
Non cash directors’ fees		-			-			75,200
Net change in non-cash operating working capital items:
Other receivables		(360,716	)		64,205			(74,619	)
Inventory		(7,388	)		(7,902	)		32,119
Prepaid expenses		(4,427	)		(41,753	)		79,111
Trade, other payables and accrued liabilities		347,912			686,545			(1,201,470	)
Cash used in operating activities		(4,817,923	)		(2,351,200	)		(4,283,489	)
Investing
Mineral properties and deferred exploration costs, net of recoveries		(3,027,380	)		(1,305,094	)		(1,568,614	)
Purchase of property, plant and equipment		(24,169	)		(7,076	)		13,803
Cash used in investing activities		(3,051,549	)		(1,312,170	)		(1,554,811	)
Financing
Issuance of common shares for cash, net of issue costs		8,937,563			-			5,589,501
Repayment of loans from related parties		-			-			(32,686	)
Interest on leases		10,965			11,188			25,872
Proceeds from issuance of convertible loans		1,596,401			1,754,291			1,181,993
Proceeds from gold bullion loans		287,800			1,312,660			-
Cash provided by financing activities		10,832,729			3,078,139			6,764,680
Net increase (decrease) in cash		2,963,257			(585,231	)		926,380
Cash, beginning of year		426,062			1,011,293			84,913
Cash, end of year	$	3,389,319		$	426,062		$	1,011,293

The accompanying notes are an integral part of these consolidated financial statements

11

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Consolidated Statements of Cash Flow

(Expressed in Canadian Dollars)

Supplementary information:	2019		2018		2017
Non-cash transactions:
Share based payments capitalized to mineral properties	$	-	$	-	$	16,497
Shares issued pursuant to RSU plan		-		188,722		1,040,990
Shares issued for interest on loans		699,651		612,900		542,447
Shares issued as financing fee for loans		581,181		234,752		92,805
Shares on conversion of loans		2,781,473		792,381		-
Exercise of warrants – cashless exercise		-		-		1,742,000

The accompanying notes are an integral part of these consolidated financial statements

12

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

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 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 changed again to Tanzanian Gold Corporation on April 11, 2019 (“Tanzanian” or the “Company”). The address of the Company’s registered office is 82 Richmond Street East, Suite 208, Toronto, Ontario, M5C 1P1, 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 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.

At August 31, 2019 the Company had a working capital deficiency of $9,095,970 (August 31, 2018 – $12,010,685), had not yet achieved profitable operations, has accumulated losses of $132,462,683 (August 31, 2018 – $103,263,959). The Company will require additional financing in order to conduct its planned work programs on mineral properties, meet its ongoing levels of corporate overhead and discharge its future liabilities as they come due.

The Company’s current funding sources and taking into account the working capital position and capital requirements at August 31, 2019, indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern and is dependent on the Company raising additional debt or equity financing. The Company must obtain additional funding in order to continue development and construction of the Buckreef Project. The Company is continuing to pursue additional financing to fund the construction of the Buckreef Project and additional projects. Whilst the Company has been successful in obtaining financing in the past, there is no assurance that such additional funding and/or project financing will be obtained or obtained on commercially favourable terms.

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.

13

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

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, 2019.

These consolidated financial statements were approved and authorized by the Board of Directors of the Company on November 26, 2019.

2.2 Basis of presentation

The consolidated financial statements of the Company as at and for the years ended August 31, 2019 and 2018 comprise of the Company and its subsidiaries (together referred to as 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.

2.3 Adoption of new and revised standards and interpretations

Adoption of New Accounting Standards

The adoption of the following new standards, interpretations and amendments where included in the financial statements for the year beginning September 1, 2018.

IFRS 9 Financial Instruments (“IFRS 9”) – In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9’s key changes include but are not limited to eliminating the previous IAS 39 categories for financial assets of held to maturity, loans and receivables, and available for sale and (ii) replacing IAS 39’s incurred loss model with the expected credit loss model in evaluating certain financial assets for impairment. In implementing IFRS 9, the Company updated the financial instrument classifications within its accounting policy as follows:

	IAS 39	IFRS 9
Cash	Fair Value through profit or loss	Fair Value through profit or loss
Other receivables	Loans and Receivables, measured at amortized cost	Amortized cost
Accounts payable and accrued liabilities, leases payable, convertible loan, gold bullion loans	Financial liabilities at amortized cost	Financial liabilities at amortized cost

There was no material impact on the Company’s consolidated financial statements upon adoption of this standard.

14

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

2. Basis of Preparation (continued)

2.3 Adoption of new and revised standards and interpretations (continued)

Adoption New Accounting Standards (continued)

IFRS 15 Revenue From Contracts with Customers

The Company has adopted all of the requirements of IFRS 15 as of September 1, 2018. IFRS 15 replaced IAS 18 Revenue, IAS 11 Construction Contracts, and related interpretations on revenue. The Company has used the modified retrospective transition method, which had no impact on the Company’s consolidated financial statements as the Company has not yet reached commercial production and had no revenue recorded in the financial statements. The following is the Company’s new accounting policy for revenue recognition under IFRS 15: 

Revenue recognition

During the development stage of a mine up until the determination of commercial production, incidental revenues earned are credited against the mineral property and deferred development costs. Once commercial production is declared, revenue from the sales of gold and silver is recognized based on the identification of contracts with a customer, the determination of performance obligation under the contract and the related transaction price, and the point at which the Company satisfies its performance obligation.

New standards and interpretations to be adopted in future

At the date of authorization of these Financial Statements, the IASB and IFRIC has issued the following new and revised standards and interpretations which are not yet effective for the relevant reporting periods and which the Company has not early adopted these standards, amendments and interpretations.

IFRS 16 - In 2016, the IASB issued IFRS 16, Leases (“IFRS 16”), replacing IAS 17, Leases and related interpretations. The standard introduces a single on-balance sheet recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessors continue to classify leases as finance and operating leases. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019, and is to be applied retrospectively. The Company is assessing the impact of the implementation of IFRS 16 on its consolidated financial statements, but does not anticipate that the impact will be significant.

15

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

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”), Buckreef Gold Company Ltd. (“Buckreef”), and Northwestern Base Metals Company Limited (“NWBM”). 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 continued 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	2019	2018
Tanzam	Tanzania	100%	100%
Tancan	Tanzania	100%	100%
Buckreef	Tanzania	55%	55%
NWBM	Tanzania	75%	75%

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.

16

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

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 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 its 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 mineral properties earned prior to the commercial production stage are deducted from capitalized costs.

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.

17

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

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 declining balance and straight line methods:

	Rate
Machinery and equipment	20% to 30%
Automotive	30%
Computer equipment	30%
Drilling equipment and automotive equipment	6.67%
Leasehold improvements	20%
Heap leach pads	Over 5 years

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 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.

18

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

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.

19

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

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.

20

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

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 recognised 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 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 period. 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

1. 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.

(1.1) FVTPL

Financial assets are classified at FVTPL if they are acquired for the purpose of selling in the near term. Gains or losses on these items are recognized in net earnings or loss.

21

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

3. Summary of Significant Accounting Policies (continued)

(1.2) 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.

(1.3) 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.

22

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

3. Summary of Significant Accounting Policies (continued)

(1.4) 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.

2. Financial liabilities

For financial liabilities, IFRS 9 retains most of the IAS 39 requirements and since the Company does not have any financial liabilities designated at FVTPL, the adoption of IFRS 9 did not impact the Company’s accounting policies for financial liabilities. Trade, other payables and accrued liabilities, gold and convertible loans payable, and lease payable are accounted for at amortized cost.

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.

3.11 Impairment of non-financial assets

At the 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 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 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 the asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount 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.

3.12 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.

3.13 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.

23

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

3. Summary of Significant Accounting Policies (continued)

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.

3.14 Foreign currency transactions

Functional and presentation currency

Items included in the financial statements of each of the Company’s entities 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 Canadian 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 that have a functional currency different from the Company’s presentation currency 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.

3.15 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,

24

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

3. Summary of Significant Accounting Policies (continued)

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 and the determination of functional currencies.

3.16 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.

3.17 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.

4. 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 Company’s mineral interests in Tanzania are initially held under prospecting licenses granted pursuant to the Mining Act, 2010 (Tanzania) for a period of up to four years, and are renewable two times for a period of up to two years each. Annual rental fees for prospecting licenses are based on the total area of the license measured in square kilometres, multiplied by US$100/sq.km for the initial period, US$150/sq.km for the first renewal and US$200/sq.km for the second renewal. With each renewal at least 50% of the licensed area, if greater than 20 square kilometres, must be relinquished and if the Company wishes to keep the relinquished one-half portion, it must file a new application for the relinquished portion. There is also an initial one-time “preparation fee” of US$500 per license. Upon renewal, there is a renewal fee of US$300 per license.

25

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

4. Mineral Properties and Deferred Exploration (continued)

Section 30 of the Mining Act states that the amount that is to be spent on prospecting operations is to be prescribed by Regulation.

Period	Minimum expenditure (US$)
Initial period (4 years)	$500 per sq km for annum
First renewal (3 years)	$1,000 per sq km for annum
Second renewal (2 years)	$2,000 per sq km for annum

Certain of the Company’s prospecting licenses are currently being renewed.

The Company assessed the carrying value of mineral properties and deferred exploration costs as at August 31, 2019 and recorded a write-down of $22,229,752 during the year ended August 31, 2019 (2018 - $nil, 2017 - $124,717) which is further explained below.

26

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

4. Mineral Properties and Deferred Exploration (continued)

The continuity of expenditures on mineral properties is as follows:

	Buckreef		Kigosi			Itetemia			Luhala
	(a)		(b)			(c)			(d)			Total
Balance, September 1, 2017	$	26,061,442	$	11,903,553		$	5,735,611		$	3,219,697		$	46,920,303
Exploration expenditures:
Camp, field supplies and travel		237,264		39,462			4,494			-			281,220
License fees and exploration and field overhead		687,004		115,597			-			-			802,601
Geological consulting and field wages		191,327		-			-			-			191,327
Geophysical and geochemical		-		-			-			-			-
Property acquisition costs		-		-			-			-			-
Trenching and drilling		14,080		-			-			-			14,080
Recoveries		-		-			-			-			-
Foreign exchange translation		946,218		432,029			208,156			116,920			1,703,323
		2,075,893		587,088			212,650			116,920			2,992,551
		28,137,335		12,490,641			5,948,261			3,336,617			49,912,854
Write-offs		-		-			-			-			-
Balance, August 31, 2018	$	28,137,335	$	12,490,641		$	5,948,261		$	3,336,617		$	49,912,854
Exploration expenditures:
Camp, field supplies and travel		186,634		-			-			-			186,634
License fees and exploration and field overhead		829,148		45,945			-			2,733			877,826
Geological consulting and field wages		71,166		-			-			-			71,166
Geophysical and geochemical		-		-			-			-			-
Property acquisition costs		-		-			-			-			-
Trenching and drilling		2,001,931		-			-			-			2,001,931
Recoveries		-		-			-			-			-
Foreign exchange translation		524,041		232,630			110,783			62,142			929,596
		3,612,920		278,575			110,783			64,875			4,067,153
		31,750,255		12,769,216			6,059,044			3,401,492			53,980,007
Write-offs		-		(12,769,216	)		(6,059,044	)		(3,401,492	)		(22,229,752	)
Balance, August 31, 2019	$	31,750,255	$	-		$	-		$	-		$	31,750,255

27

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

4. Mineral Properties and Deferred Exploration (continued)

(a) Buckreef Gold Project:

On December 21, 2010, the Company announced it was the successful bidder for the Buckreef Gold Mine Re-development Project in northern Tanzania (the “Buckreef Project”). Pursuant to the agreement dated December 16, 2010, the Company paid US$3,000,000 to the State Mining Company (“Stamico”). On October 25, 2011, a Definitive Joint Venture Agreement was entered into with Stamico for the development of the Buckreef Gold Project. Through its wholly-owned subsidiary, Tanzam, the Company holds a 55% interest in the joint venture company, Buckreef Gold Company Limited, with Stamico holding the remaining 45%.

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 Company’s obligations and commitments include completing a preliminary economic assessment, feasibility study and mine development. Stamico’s involvement is to contribute the licences and rights to the property and receive a 45% interest in Buckreef Project.

The joint venture agreement contains an obligation clause regarding the commissioning date for the plant. The clause becomes effective only in the event the property is not brought into production before a specified future date which was originally estimated to be in December 2015. The Company shall be entitled to extend the date for one additional year:  

i) for the extension year, on payment to Stamico of US$500,000;

ii) for the second extension year, on payment to Stamico of US$625,000; and

iii) for each subsequent extension year, on payment to Stamico of US$750,000.

The Company has received a request letter from Stamico regarding the status of the penalty payment and has responded that no penalty is due at this time. The Company has received a subsequent letter from Stamico regarding request for payment. It remains the Company’s position that no penalty is due at this time, but the Company and Stamico have been engaged in settlement discussions to resolve this issue, and a payment of $172,330 has been made in connection with the settlement discussions to be applied towards the amount owing with the remainder to be paid out of proceeds of production.

The Company has recognized a non-controlling interest (NCI) in respect of Stamico’s 45% interest in the consolidated financial statements based on the initial payment by the Company to Stamico and will be adjusted based on annual exploration and related expenditures. Stamico has a free carried interest and does not contribute to exploration expenses.

There is a supervisory board made up of 4 directors of Tanzam and 3 directors of Stamico, whom are updated with periodic reports and review major decisions. Amounts paid to Stamico and subsequent expenditures on the property are capitalized to mineral properties or inventory for costs directly related to the extraction and processing of ore and reported under Buckreef Gold Company Limited.

(b) Kigosi:

The Kigosi Project is principally located within the Kigosi Game Reserve controlled area. Through prospecting and mining option agreements, the Company has options to acquire interests in several Kigosi prospecting licenses (the “Kigosi Mining License”). The Company has an agreement with Stamico providing Stamico a 15% carried interest in the Kigosi Project.

28

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

4. Mineral Properties and Deferred Exploration (continued)

(b) Kigosi:

The Kigosi Mining License was granted by the Ministry of Energy and Minerals of Tanzania to Tanzam, (wholly owned subsidiary of Tanzanian). The official signing ceremony of the Kigosi Mining License was held in October 2013 and was attended by the Company and Ministry for Energy and Minerals representatives. The area remains subject to a Game Reserve Declaration Order. Upon repeal or amendment of that order by degazzeting the respective license by the Tanzanian government, the Company will be legally entitled to exercise its rights under the Mineral Rights and Mining Licence.

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 subsequent to year-end. The Company recorded a write off of $12,769,216 related to the property pending the result of the appeal (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $124,717).

(c) Itetemia Project:

Through prospecting and mining option agreements, the Company has options to acquire interests in several ltetemia property prospecting licenses. The licenses are held by the Company; through the Company’s subsidiaries, Tancan or Tanzam. In the case of one prospecting license, Tancan acquired its interest pursuant to the Stamico Venture Agreement dated July 12, 1994, as amended June 18, 2001, July 2005, and October 13, 2008.

Stamico retains a 2% royalty interest as well as a right to earn back an additional 20% interest in the prospecting license by meeting 20% of the costs required to place the property into production. The Company retains the right to purchase one-half of Stamico’s 2% royalty interest in exchange for US$1,000,000.

The Company is required to pay Stamico an annual option fee of US$25,000 per annum until commercial production.

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 subsequent to year-end. The Company recorded a write off of $6,059,044 related to the property pending the result of the appeal (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $nil).

(d) Luhala Project:

The Company has selected a consultant to prepare the resource report for the Luhala Project in anticipation of filing for a Mining License for development of the site. Once funds are available the contract to engage the consultant to carry out the development work will be initiated.

During the year ended August 31, 2019, the Company recorded a write off of $3,401,492 related to the property to reflect the Company’s intentions on focusing and developing the Buckreef project (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $nil)).

29

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

5. Property, plant and equipment

	Drilling						Computer			Machinery and			Leasehold		Heap leach		Construction-
	equipment			Automotive			Equipment			equipment			improvements		pads		in-progress *		Total
Cost
As at September 1, 2017	$	444,825		$	135,458		$	63,095		$	1,552,941		$	96,113	$	1,431,816	$	1,316,857	$	5,041,105
Additions		-			-			3,731			-			-		-		3,345		7,076
Disposals		(462,455	)		(125,595	)		(3,484	)		(310,725	)		-		-		-		(902,259	)
Foreign exchange		17,630			4,920			2,628			58,505			3,719		59,035		61,767		208,204
As at August 31, 2018	$	-		$	14,783		$	65,970		$	1,300,721		$	99,832	$	1,490,851	$	1,381,969	$	4,354,126
Additions		-			-			4,950			-			21,147		-		-		26,097
Disposals		-			-			(7,142	)		-			-		-		-		(7,142	)
Foreign exchange		-			319			1,676			28,457			3,079		32,528		36,732		102,791
As at August 31, 2019	$	-		$	15,102		$	65,454		$	1,329,178		$	124,058	$	1,523,379	$	1,418,701	$	4,475,872
Accumulated depreciation
As at September 1, 2017	$	287,300		$	128,569		$	43,830		$	1,278,884		$	70,300	$	721,525	$	-	$	2,530,408
Depreciation expense		10,502			54			5,757			60,573			5,629		304,330		-		386,845
Disposals		(308,660	)		(118,667	)		(2,710	)		(245,340	)		-		-		-		(675,377	)
Foreign exchange		10,858			4,596			2,034			49,114			2,830		42,839		-		112,271
As at August 31, 2018	$	-		$	14,552		$	48,911		$	1,143,231		$	78,759	$	1,068,694	$	-	$	2,354,147
Depreciation expense		-			12			7,191			36,718			4,956		304,238		-		353,115
Disposals		-			-			(5,214	)		-			-		-		-		(5,214	)
Foreign exchange		-			312			1,394			25,817			1,867		33,859		-		63,249
As at August 31, 2019	$	-		$	14,876		$	52,282		$	1,205,766		$	85,582	$	1,406,791	$	-	$	2,765,297
Net book value
As at August 31, 2017	$	157,525		$	6,889		$	19,265		$	274,057		$	25,813	$	710,291	$	1,316,857	$	2,510,697
As at August 31, 2018	$	-		$	231		$	17,059		$	157,490		$	21,073	$	422,157	$	1,381,969	$	1,999,979
As at August 31, 2019	$	-		$	226		$	13,172		$	123,412		$	38,476	$	116,588	$	1,418,701	$	1,710,575

* Construction in progress represents construction of the Company’s processing plant.

30

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

5. Property, plant and equipment (continued)

Sale-leaseback transaction:

During the year ended August 31, 2015, the Company sold automotive and mining equipment for proceeds of $577,505 to various officers and directors. Pursuant to the agreements, the Company entered into 1-year lease agreements on the automotive and mining equipment with effective dates in May 2015. Per the terms of the leases, the Company agrees to purchase back the automotive and mining equipment at the end of the lease periods for a lump sum payment of USD$74,848. The Company has classified and is accounting for the leases as finance leases. The initial base payments vary between the agreements and range between $3,500 and $8,000 payable monthly. The effective interest rate on the finance lease obligations outstanding is between 20% and 30%. The gain on sale of $250,108 was deferred and is being recognized on a straight-line basis over the lease term as a reduction in amortization expense. The total deferred gain has been presented as a reduction of the finance asset. Under the lease, the Company is responsible for the costs of utilities, insurance, taxes and maintenance expenses.

Outstanding balance:

As at August 31, 2019, the remaining balance outstanding under finance lease obligations after the settlements described above is $78,784 (August 31, 2018 - $67,819) and is repayable within 1 year, as such, the finance lease obligation is classified as a current liability.

Interest expense for the year ended August 31, 2019 related to the leases amounted to $10,248 (2018 - $10,034, 2017 - $24,362), and is recorded in the statement of comprehensive loss.

31

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

6. Capital Stock

Share Capital

The Company’s Restated Articles of Incorporation authorize the Company to issue an unlimited number of common shares.

	Number		Amount ($)
Balance at September 1, 2017		121,784,619	$	125,174,377
Issued pursuant to Restricted Share Unit Plan		385,147		188,722
Shares issued for interest on gold and convertible loans		1,172,128		612,900
Finders fees on convertible and gold bullion loans (Note 21 and 23)		466,504		234,752
Shares issued for settlement of convertible loans (Note 21 and 23)		1,354,405		792,381
Balance at August 31, 2018		125,162,803	$	127,003,132
Issued for private placements, net of share issue costs		13,435,503		8,911,230
Shares issued for interest on gold and convertible loans		1,836,229		699,651
Shares issued for settlement of convertible and gold loans (Note 21 and 23)		7,789,895		2,781,473
Transfer of conversion component on conversion of convertible loans		-		1,402,631
Finders fees on convertible and gold bullion loans (Note 21 and 23)		686,446		581,181
Stock options exercised		63,333		26,333
Transfer of reserve on exercise of stock options		-		27,722
Warrants exercised		85,127		215,000
Issued in trust for legal appeal (Note 18)		1,332,222		603,556
Balance at August 31, 2019		150,391,558	$	142,251,909

Activity during the year ended August 31, 2019:

During the year ended August 31, 2019, the Company completed the sale of 13,435,503 common shares at an average price of US $0.53 per common share, raising an aggregate net proceeds, net of share issue costs of $349,709, of $8,911,230 (US $7,158,934).

During the year ended August 31, 2019, 257,143 warrants expiring on December 9, 2019 were exercised by way of cashless exercise into 85,127 common shares of the Company which resulted in the transfer of the associated value of $215,000 from reserve for warrants to share capital.

During the year ended August 31, 2019, 1,836,229 shares were issued at an average price of $0.38 per share for total issued value of $699,969 for payment of interest (see Notes 21 and 23 for details).

During the year ended August 31, 2019, the Company issued 686,446 common shares at a price of $0.85 per share for total issued value of $581,181 for payment of finders fees in connection with the convertible and gold bullion loans (see Notes 21 and 23 for details).

Activity during the year ended August 31, 2018:

During the year ended August 31, 2018, 385,147 shares were issued pursuant to the Company’s Restricted Share Unit Plan at an average price of $0.49 for total issued value $188,722.

During the year ended August 31, 2018, 1,172,128 shares were issued at an average price of $0.52 per share for total issued value of $612,900 for payment of interest of $425,717, resulting in a loss of $187,183, in connection with the gold loans and convertible loans (see Notes 21 and 23 for details).

32

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

6. Capital Stock (continued)

During the year ended August 31, 2018, the Company issued 466,504 common shares at a price of $0.50 per share for total issued value of $234,752 for payment of finders fees in connection with the convertible loans (see Note 23 for details).

Warrant issuances:

Activity during the year ended August 31, 2019:

There were no warrant issuances during the year ended August 31, 2019.

Activity during the year ended August 31, 2018:

There were no warrant issuances during the year ended August 31, 2018.

Warrants and Compensation Options outstanding:

At August 31, 2019, the following warrants and compensation warrants were outstanding:

	Number of  Warrants	Exercise price	Expiry date
Private placement financing agent warrants - September 26, 2016	214,285	USD$0.9515	September 26, 2021
Private placement financing - September 26, 2016	4,017,857	USD$1.10	September 26, 2021
Private placement financing agent warrants - September 1, 2016	73,616	USD$0.8718	September 1, 2021
Balance,    August 31, 2019	4,305,758	-	-

The outstanding warrants have weighted average price of US$1.09 and weighted average remaining contractual life of 2.07 years.

33

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

6. Capital Stock (continued)

Warrant liability:

Foreign currency denominated warrants (not including compensation warrants), are considered a derivative as they are not indexed solely to the entity’s own stock.

The warrant liability at August 31, 2019 and August 31, 2018 relates to the 4,017,857 warrants that which were issued as part of the September 26, 2016 private placement and are exercisable at the option of the holder into common shares that have a current market value of approximately $4,850,000, for no consideration. This cashless exercise right is only in effect if the current market price is less than the exercise price of US$1.10.

On August 18, 2019, the Company was required by the Supreme Court of the State of New York, County of New York, as a condition for its appeal more fully described in note 18, to deposit 1,332,222 common shares in the name of Crede CG III, Ltd. with the court pending appeal to serve as security in the event that the Company is unsuccessful with its appeal. As a result, the Company decreased the liability as at August 31, 2019 by the amount of shares held as a deposit in trust and reduced the liability to $4,486,444.

Restricted share units:

The Restricted Stock Unit Plan (the “RSU Plan”) is intended to enhance the Company’s and its affiliates’ abilities to attract and retain highly qualified officers, directors, key employees and other persons, and to motivate such officers, directors, key employees and other persons to serve the Company and its affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the RSU Plan provides for the grant of restricted stock units (RSUs). Each RSU represents an entitlement to one common share of the Company, upon vesting. Under the RSU Plan, a maximum of 2,500,000 shares are authorized for issuance. RSU awards may, but need not, be subject to performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms of the RSU Plan. Any such performance goals are specified in the award agreement.

The Board of Directors implemented the RSU Plan under which officers, directors, employees and others are compensated for their services to the Company. Annual compensation for outside directors is $68,750 per year, plus $6,875 per year for serving on Committees, plus $3,437 per year for serving as Chair of a Committee. On April 11, 2012, the board approved that at the election of each individual director, up to one half of the annual compensation may be received in cash, paid quarterly. The remainder of the director’s annual compensation (at least one half, and up to 100%) will be awarded as RSUs in accordance with the terms of the RSU Plan and shall vest within a minimum of one (1) year and a maximum of three (3) years, at the election of the director, subject to the conditions of the RSU Plan with respect to earlier vesting. In 2012, the outside directors had the option to elect to receive 100% of their compensation in RSUs. If 100% compensation in RSUs is elected, the compensation on which the number of RSUs granted in excess of the required one half shall be increased by 20%.

The Company uses the fair value method to recognize the obligation and compensation expense associated with the RSU’s. The fair value of RSU’s issued is determined on the grant date based on the market price of the common shares on the grant date multiplied by the number of RSUs granted. The fair value is expensed over the vesting term. Upon redemption of the RSU the carrying amount is recorded as an increase in common share capital and a reduction in the share based payment reserve.

34

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

6. Capital Stock (continued)

Restricted share units (continued)

Of the 2,500,000 shares authorized for issuance under the RSU Plan, 2,500,000 (August 31, 2018 - 2,500,000) shares have been issued as at August 31, 2019.

Total share-based payment expense related to the issue of RSUs was $nil for the year ended August 31, 2019 (2018 - $49,981, 2017 - $262,931). The amount capitalized to mineral properties for the year ended August 31, 2019 was $nil (2018 - $nil, 2017 - $16,497). The amount charged to directors fees for the year ended August 31, 2019 was $nil (2018 - $nil, 2017 - $75,200). During the year ended August 31, 2019, RSUs were forfeited resulting in $nil (2018 - $65,098, 2017 - 2017 - $123,571) in a reduction in share-based compensation expense related to the reversal of the expense related to forfeited RSUs.

The following table summarizes changes in the number of RSUs outstanding:

		Weighted average fair
	Number of RSU’s	value at issue date
Balance, August 31, 2017	520,000	$ 0.49
Redeemed for common shares	(385,147)	$ 0.49
Forfeited/cancelled	(134,853)	$ 0.49
Balance, August 31, 2018 and August 31, 2019	-	$      -

Stock options:

The Company has a stock option plan (the “Plan”) under which the Company may grant options to directors, officers, employees and consultants. The maximum number of common shares reserved for issue under the Plan at any point in time may not exceed 10% of the number of shares issued and outstanding. The purpose of the Plan is to attract, retain and motivate directors, officers, employees, and certain third party service providers by providing them with the opportunity to acquire a proprietary interest in the Company and benefit from its growth. Options granted under the Plan are non-assignable and vest over various terms up to 24 months from the date of grant. As at August 31, 2019, the Company had 7,687,155 (August 31, 2018 – 5,084,280) options available for issuance under the Plan.

The continuity of outstanding stock options for the year ended August 31, 2019 and 2018 is as follows:

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2017		3,750,000		$	0.71
Cancelled (i)		(3,750,000	)		(0.71	)
Re-issued (i)		3,750,000			0.40
Granted (ii)		3,682,000			0.43
Balance – August 31, 2018		7,432,000			0.41
Exercised		(63,333	)		(0.42	)
Cancelled		(16,667	)		(0.43	)
Balance – August 31, 2019		7,352,000		$	0.41

35

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

6. Capital Stock (continued)

(i) On November 28, 2016, the Company granted 3,750,000 stock options to directors, officers and employees of the Company. The options are exercisable at CAD$0.71 per share expiring on November 28, 2025. The resulting fair value of $2,133,000 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 84%; a risk-free interest rate of 0.95% and an expected average life of 9 years. Volatility and expected life were based on historical experience. The options are subject to a vesting period whereby 1/3 of the options vest immediately, 1/3 vest on September 1, 2017 with the remaining 1/3 vesting on September 1, 2018.

Share based payments based on the portion vested during the year ended August 31, 2019 amounted to $nil (2018 - $408,000, 2017 - $1,725,000).

Cancellation and re-issue of options:

On October 11, 2017, the Company cancelled the options originally issued on November 28, 2016 and re-issued the same number of options at an exercise price of CAD$0.40 per share, with 1/3 of the options vesting immediately, 1/3 vesting on October 11, 2018 with the remaining 1/3 vesting on October 11, 2019. The options expire on October 11, 2026.

The new options issued were accounted for as modifications in accordance with IFRS 2, where the incremental value was recorded as additional cost measured by the difference between the fair value of the cancelled options calculated on the modification date and the value of the reissued options at the modification date.   The modification resulted in an increased value of $240,000. The amount is recognized over the vesting period of the reissued option.   Any remaining cost for the unvested cancelled options is recognized over the new vesting period.

Share based payments based on the portion vested during the year ended August 31, 2019 amounted to $nil (2018 - $240,000, 2017 - $nil).

(ii) On September 29, 2017, the Company granted 3,582,000 stock options to directors, officers and employees of the Company. The options are exercisable at CAD$0.43 per share expiring on September 29, 2026. The resulting fair value of $1,183,000 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 76%; a risk-free interest rate of 1.98% and an expected average life of 9 years. Volatility and expected life were based on historical experience. The options are subject to a vesting period whereby 1/3 of the options vest immediately, 1/3 vest on September 29, 2018 with the remaining 1/3 vesting on September 29, 2019.

Share based payments based on the portion vested during the year ended August 31, 2019 amounted to $233,000 (2018 - $939,000, 2017 - $nil).

(iii) On January 2, 2018, the Company granted 100,000 stock options to a consultant of the Company. The options are exercisable at CAD$0.35 per share expiring on January 2, 2028. The resulting fair value of $31,000 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 96%; a risk-free interest rate of 2.08% and an expected average life of 10 years. Volatility and expected life were based on historical experience. The options are subject to a vesting period whereby 1/4 of the options vest every three months through to January 2, 2019.

Share based payments based on the portion vested during the year ended August 31, 2019 amounted to $3,000 (2018 - $27,000, 2017 - $nil).

36

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

6. Capital Stock (continued)

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)
CAD0.35		100,000		100,000	January 2, 2028	8.34
CAD0.40		3,720,000		2,480,000	September 29, 2026	7.08
CAD0.43		3,532,000		2,354,667	October 11, 2026	7.12
CAD0.41		7,352,000		4,934,667		7.12

(1) Total represents weighted average.

7. Reserve for warrants

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	1,248,037		$	1,248,037
Exercise of warrants		(215,000	)		-
Balance at end of year	$	1,033,037		$	1,248,037

8. Reserve for share based payments

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	9,394,394		$	7,674,233
Shares issued pursuant to RSU plan		-			(188,722	)
Share based compensation – RSUs		-			49,981
Share based compensation – Stock options		236,000			1,614,000
RSU forfeited		-			(65,098	)
Conversion component of convertible loans		174,000			310,000
Transfer of reserve on conversion of convertible loans		(1,402,631	)		-
Transfer of reserve on exercise of stock options		(27,722	)		-
Balance at end of year	$	8,374,041		$	9,394,394

37

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

9. Related party transactions and key management compensation

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

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

Year ended August 31,	Notes	2019	2018	2017
Legal services	(i)	$Nil	$Nil	$82,455
Consulting	(ii)	$229,414	$215,108	$203,274
Consulting	(iii)	$246,602	$Nil	$172,330
Consulting	(iv)	$170,718	$Nil	$Nil

(i) The Company engages a legal firm for professional services in which one of the Company’s directors is a partner. During the year ended August 31, 2019, the legal expense charged by the firm was $nil (2018 - $nil, 2017 - $82,455). As at August 31, 2019, $335,940 remains payable (August 31, 2018 - $335,940).

(ii) During the year ended August 31, 2019, $229,414 (2018 - $215,108, 2017 - $203,274) was paid for consulting and website/data back-up services to companies controlled by individuals associated with the former CEO and current director.

(iii) During the year ended August 31, 2019, $246,602 (2018 - $nil, 2017 - $172,330) was paid for drill mobilization, and advances on drilling services to Stamico, the Company’s joint venture partner on the Buckreef Gold Project.

(iv) During the year ended August 31, 2019, $170,718 (2018 - $nil, 2018 - $nil) was paid for consulting services to a company controlled by a director.

As at August 31, 2019, the Company has a receivable of $45,368 (August 31, 2018 - $40,086) from an organization associated with the Company’s President and former CEO and current director and from current officers and directors. The Company also has a receivable of $33,071 (August 31, 2018 - $nil) from Stamico.

During the year ended August 31, 2015, the Company sold automotive and mining equipment in the amount of $243,805 to directors of the Company and $333,700 to the Company’s former CEO and current director for total proceeds of $577,505 as described in Note 5. Pursuant to the agreements, the Company entered into 1-year lease agreements on the automotive and mining equipment with effective dates in May 2015. Per the terms of the leases, the Company agrees to purchase back the automotive and mining equipment at the end of the lease periods for a lump sum payment of USD$74,848. The initial base payments vary between the agreements and range between $3,500 and $8,000 payable monthly. The effective interest rate on the capital lease obligation outstanding is between 20% and 30%.

As at August 31, 2019, the remaining balance outstanding under finance lease obligations after the settlements described above is $78,784 (August 31, 2018 - $67,819) and is repayable within 1 year, as such, the finance lease obligation is classified as a current liability. 

38

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

9. Related party transactions and key management compensation (continued)

(b) Remuneration of Directors and key management personnel (being the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer) of the Company was as follows:

Year ended August 31,	2019				2018						2017
	Fees, salaries and benefits (1)		Share based payments (2), (3))		Fees, salaries and benefits (1)		Share based payments (2), (3)		Fees, salaries and benefits (1)		Share based payments (2), (3)
Management	$	576,264		$                nil	$	636,744	$	773,348	$	525,102	$	1,175,439
Directors		111,625		nil		111,625		414,000		111,625		673,200
Total	$	687,889		$                nil	$	748,369	$	1,187,348	$	636,727	$	1,848,639

⁽¹⁾ Salaries and benefits include 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 RSU’s for their services.

⁽²⁾ Compensation shares may carry restrictive legends.

⁽³⁾ All stock option share based compensation is based on the accounting expense recorded in the year.

As at August 31, 2019, included in trade and other payables is $927,000 (August 31, 2018 - $863,000) due to these key management personnel with no specific terms of repayment.

10. Management of Capital

The Company’s objective when managing capital is to obtain adequate levels of funding to support its exploration 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 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, 2019. 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, 2019 totaled $19,082,274 (August 31, 2018 - $33,625,695).

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.

39

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

10. Management of Capital (continued)

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

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 Canadian financial institutions and Canadian treasury deposits.

11. 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, 2019 and 2018, 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 short-term bank investments are with Schedule 1 banks or equivalents. The other receivables consist of amounts due from related parties. The Company has not recorded an impairment or allowance for credit risk as at August 31, 2019, or August 31, 2018.

40

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

11. Financial Instruments (continued)

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, 2019, a 1% increase/decrease in interest rates would decrease/increase net loss for the period by approximately $34,000 (2018 - $4,000).

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, 2019, the Company had current assets of $4,135,316 (August 31, 2018 - $1,322,307) and current liabilities of $13,231,286 (August 31, 2018 - $13,332,992). 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 deficiency of the Company is $9,095,970 (August 31, 2018 - $12,010,685). 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 Project, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.

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, 2019, 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, a 10% movement in the foreign exchange rate will have an impact of approximate $859,000 on the statements of comprehensive loss.

12. Other receivables

The Company’s other receivables arise from two main sources: receivables due from related parties and harmonized services tax (“HST”) and value added tax (“VAT”) receivable from government taxation authorities. These are broken down as follows:

	August 31, 2019		August 31, 2018
Receivable from related parties	$	78,439	$	40,086
HST and VAT receivable		526,983		171,837
Other		20,097		52,880
Other Receivables	$	625,519	$	264,803

Below is an aged analysis of the Company’s other receivables:

	August 31, 2019		August 31, 2018
Less than 1 month	$	88,143	$	4,390
1 to 3 months		111,239		47,036
Over 3 months		426,137		213,377
Total Other Receivables	$	625,519	$	264,803

41

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

12. Other receivables (continued)

At August 31, 2019, 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 11.

The Company holds no collateral for any receivable amounts outstanding as at August 31, 2019.

13. Prepaid and other assets

	August 31, 2019		August 31, 2018
Insurance	$	13,500	$	17,820
Listing fees		39,114		30,368
Other		67,864		67,863
Total Prepaid Expenses	$	120,478	$	116,051

14. 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, 2019		August 31, 2018
Less than 1 month	$	839,215	$	704,776
1 to 3 months		403,532		210,648
Over 3 months		4,982,384		4,851,978
Total Trade, Other Payables and Accrued Liabilities	$	6,225,131	$	5,767,402

15. Inventory

Inventory consists of stockpiled ore 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, 2019		August 31, 2018
Stockpiled ore and work in progress	$	518,375	$	511,050
Supplies		4,404		4,341
Total Inventory	$	522,779	$	515,391

16. Cash

As at August 31, 2019, cash total $3,389,319 (August 31, 2018 - $426,062), consisting of cash on deposit with banks in general minimum interest bearing accounts.

42

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

17. Segmented information

Operating Segments

At August 31, 2019 the Company’s operations comprise of a single reporting operating segment engaged in mineral exploration 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, 2019		As at August 31, 2018
Identifiable assets
Canada	$	3,567,316	$	373,960
Tanzania		34,551,609		52,861,180
	$	38,118,925	$	53,235,140
Non-current assets
Canada	$	14,731	$	9,757
Tanzania		33,968,878		51,903,076
	$	33,983,609	$	51,912,833

18. Commitments and Contingencies

Commitments:

In order to maintain the existing site of mining and exploration licenses, the Company is required to pay annual license fees. The Company has not paid certain of its annual license fees since October 2014 with exception of Buckreef and Kigosi mining licenses. As at August 31, 2019 an accrual of $680,000 (August 31, 2018 - $260,000) has been recorded relating to unpaid license fees and resultant penalties. These licenses remain in good standing until a letter of demand is received from Ministry of Energy and Minerals requesting payment of any unpaid license fees plus 50% penalty, and the Company fails to respond within 30 days. The Company has not received a letter of demand. The potential penalty relating to unpaid license fees is approximately $211,000 (August 31, 2018 - $125,000). The Company has recorded an accrual for all valid and active mining licenses.

43

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

18. Commitments and Contingencies (continued)

Contingencies:

Due to the size, complexity and nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events.

On January 19, 2018, Crede CG III, LTD (“Crede”) filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming, among other things, breach of contract for failure to allow Crede to exercise 1,300,000 Series A Warrants, as described in Note 5, to acquire 3,100,751 common shares. The Series A Warrants were issued, along with Series B Warrants (the Series A Warrants and Series B Warrants, collectively “Warrants), in connection with a Securities Purchase Agreement entered into on September 1, 2016. In response to the complaint, the Company’s attorneys initiated correspondence with Crede’s attorneys regarding Crede’s January 19, 2018 complaint. On February 27, 2018, Crede dismissed its complaint against us without prejudice. On March 12, 2018, Crede filed suit against the Company in the Supreme Court of the State of New York, County of New York (Index No. 651156/2018) (“State Claim”), claiming breach of contract (including specific performance and injunctive relief); declaratory judgment that the Securities Purchase Agreement and Warrants are binding obligations; and, in the event injunctive and declaratory relief is not ordered, awarding compensatory and punitive damages, and attorney fees and costs for failure to allow Crede to exercise 500,000 Series B Warrants to acquire 1,332,222 common shares. On August 21, 2019, the Company filed a notice of appeal and seeking a stay of the summary judgement order in the State Claim pending appeal. On October 17, 2019, the court in the State Claim order the delivery of 1,332,222 shares of common stock with an officer designated by the court and that a bond of US$200,000 be posted. The Company has appealed the Supreme Court of the State of New York’s authority to require the Company to post a bond. In the event that the Company is required to post the US$200,000 and the Company is unable to do so, Crede will have right to sell the 1,332,222 common shares and to exercise its rights under the Securities Purchase Agreement notwithstanding our appeal.

The Federal Claim is in its initial stage and discovery has been initiated. In the event that the Company is forced to allow Crede to exercise the Warrants pursuant to the Supreme Court of the State of New York’s order and/or are subject to damages, the Company may be required to issue additional common shares under the Securities Purchase Agreement. Under the terms of the Securities Purchase Agreement, the maximum number of common shares that may be issued in the transaction is limited to 21,704,630, of which 10,344,487 have been issued. Pursuant to the Securities Purchase Agreement, the Company hasve also agreed to register the common shares that may be issued to Crede pursuant to a registration rights agreement. The issuance of additional common shares will have a dilutive effect to our shareholders and the payment of damages and legal expenses may adversely affect the Company’s financial condition.

While the outcomes of this matter is uncertain, based upon the information currently available, the Company does not believe that these matters in aggregate will have a material adverse effect on its consolidated financial position, cash flows or results of operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

44

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

19. Asset Retirement Obligation

The Company’s asset retirement obligation relates to the cost of removing and restoring of the Buckreef 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 environmentally acceptable mine closure plan.

A reconciliation for asset retirement obligations is as follows:

	August 31, 2019		August 31, 2018
Balance, beginning of year	$	726,143	$	715,057
Accretion expense		11,261		11,086
Balance, end of the year	$	737,404	$	726,143

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 US$522,000.

b) Risk-free rate at 1.58%.

c) Expected timing of cash outflows required to settle the obligation is for the full amount to be paid in 2025.

d) Inflation over the period from is estimated to be 1.5% per annum.

20. Non-Controlling Interest

The changes to the non-controlling interest for the year ended August 31, 2019 and 2018 are as follows:

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	700,310		$	900,325
Non-controlling interest’s 45% share of Buckreef’s comprehensive loss		(118,793	)		(202,547	)
Non-controlling interest’s 25% share of NWBM’s comprehensive income (loss)		-			2,532
Balance at end of year	$	581,517		$	700,310

The following is summarized financial information for Buckreef:

	August 31, 2019			August 31, 2018
Current assets	$	522,780		$	673,074
Long term assets	$	22,331,000		$	19,773,205
Current liabilities	$	(16,446	)	$	(22,183	)
Asset retirement obligation	$	(737,404	)	$	(726,143	)
Advances from parent	$	(25,585,385	)	$	(22,374,445	)
Net income (loss) for the year	$	(263,984	)	$	(451,057	)

45

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

20. Non-Controlling Interest (continued)

The following is summarized financial information for NWBM:

	August 31, 2019			August 31, 2018
Current assets	$	-		$	-
Long term assets	$	-		$	-
Current liabilities	$	-		$	-
Advances from parent	$	(1,531,491	)	$	(1,502,491	)
Net income (loss) for the year	$	-		$	10,164

21. Gold Bullion Loans

Activity during the year ended August 31, 2019:

During the year ended August 31, 2019, the Company closed $287,800 (US $216,857) 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. If the bullion loans are paid back by bullion, the valuation date for such bullion will be the date of the loan agreements. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of US$0.3357 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.3357 per share. There is no prepayment penalty.

During the year ended August 31, 2019 the Company settled $130,670 (US$100,000) of principal amount of outstanding loans through the issuance of 402,077 shares.

Activity during the year ended August 31, 2018:

During the year ended August 31, 2018, the Company closed $1,310,660 (US $1,027,727) 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. If the bullion loans are paid back by bullion, the valuation date for such bullion will be the date of the loan agreements. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of US$0.267 - $0.3446 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.267 - $0.3446 per share. There is no prepayment penalty.

On June 8, 2018, the Company repriced the exercise price to convert the loans and interest into common shares at a price of US$0.26.

On August 27, 2018, the Company settled $324,475 (US$250,000) of principal amount of outstanding loans through the issuance of 961,538 shares with a value of $605,769 resulting on a loss on settlement of $281,294.

46

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

21. Gold Bullion Loans (continued)

Outstanding balance:

The balance of the gold bullion loans is as follows:

	August 31, 2019			August 31, 2018
Balance at beginning of year	$	4,622,351		$	3,394,998
Loans received		287,800			1,310,660
Less: repayment of loans converted to shares		(130,670	)		(324,475	)
Less: conversion component of convertible loans and finders fees		(120,000	)		(151,000	)
Interest accrued		375,921			337,012
Issuance of shares for interest payment		(311,015	)		(236,369	)
Interest accretion		268,280			272,991
Foreign exchange translation adjustment		5,460			18,534
Balance at end of year	$	4,998,127		$	4,622,351

In connection with the convertible loans described in note 23 and the gold loans, the Company paid a finder’s fee via the issuance of an aggregate of 686,446 common shares with a value of $581,181. The finders fee was allocated proportionally between the gold loans and convertible loans, the portion allocated to the gold bullion loans amounted to $87,000.

Interest expense related to the gold bullion loan amounted to $375,921 (2018 - $337,012, 2017 - $293,278), for the year ended August 31, 2019 and is recorded as finance charge in the statements of comprehensive loss. Accretion expense during the year ended August 31, 2019 totaled $268,280 (2018 - $272,991, 2017 - $449,460).

22. Finance costs

Finance costs comprises of the following:

	Year ended August 31, 2019		Year ended August 31, 2018		Year ended August 31, 2017
Interest on Gold Bullion Loans (Note 21)	$	375,921	$	337,012	$	293,278
Interest on Convertible Loans (Note 23)		229,854		212,201		54,140
	$	605,775	$	549,213	$	347,418

47

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

23. Convertible loans

Activity during the year ended August 31, 2019:

During the year ended August 31, 2019, the Company received loans in the amount of $1,596,401 (US$1,230,799) 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 US$0.27 - US$0.34 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.27 - US$0.34 per share.

During the year ended August 31, 2019, the Company settled $2,614,343 (US$2,028,768) of principal amount of outstanding loans through the issuance of 7,387,818 shares.

In connection with the gold loans described in note 21 and the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 686,446 common shares with a value of $581,181. The finders fee was allocated proportionally between the gold loans and convertible loans, the portion allocated to the convertible loans amounted to $494,000.

Activity during the year ended August 31, 2018:

During the year ended August 31 2018, the Company received loans in the amount of $1,754,291 (US$1,389,710) 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 US$0.274 - US$0.3469 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.274 - US$0.3469 per share.

In connection with the gold loans described in note 21 and the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 466,504 common shares with a value of $234,752. The finders fee was allocated proportionally between the gold loans and convertible loans, the portion allocated to the convertible loans amounted to $135,000.

On August 27, 2018, the Company settled $131,028 (US$100,776) of principal amount of outstanding loans through the issuance of 392,867 shares with a value of $184,832 resulting on a loss on settlement of $53,804.

On July 19, 2017, the Company settled $63,075 (US$50,000) of principal amount of outstanding loans through the issuance of 83,333 shares with a value of $49,166 resulting on a gain on settlement of $13,909.

48

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

23. Convertible loans (continued)

The balance of the convertible loans is as follows:

	August 31, 2019			August 31, 2018
Balance at beginning of year	$	2,875,420		$	865,656
Proceeds from convertible loans		1,596,401			1,754,291
Conversion of convertible loan to shares		(2,614,343	)		(131,028	)
Less: conversion component of convertible loans		(141,000	)		(159,000	)
Less: finders fee		(494,000	)		(135,000	)
Interest accrued		229,854			212,201
Issuance of shares for interest payment		(206,962	)		(155,487	)
Interest accretion		720,250			549,069
Foreign exchange		(36,376	)		74,718
Balance at end of year	$	1,929,244		$	2,875,420

Interest accretion expense related to these loans during the year ended August 31, 2019 totaled $720,250 (2018 - $549,069, 2017 - $276,234).

24. 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:

	2019			2018			2017
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	$	(7,769,000	)	$	(1,828,000	)	$	(1,075,000	)
Increase (decrease) in provision for income taxes:
Foreign tax rates different from statutory rate		(816,000	)		(57,000	)		(156,000	)
Permanent differences and other items		(968,000	)		583,000			789,000
Benefit of tax losses not recognized		9,553,000			1,302,000			1,072,000
Provision for income taxes	$	-		$	-		$	-

The enacted tax rates in Canada of 26.50% (26.50% - 2018, 26.50% - 2017) and Tanzania of 30% (2018 - 30%, 2017 - 30%) where the Company operates are applied in the tax provision calculation. The combined Canadian federal and provincial statutory rate has increased from the prior period due to a scheduled enacted rate increase.

49

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

24. Taxes (continued)

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, 2019 and 2018 are as follows:

Deferred Income Tax Liabilities	Mineral properties			Debt issuance cost			Total
At August 31, 2017	$	(10,822,000	)	$	(126,000	)	$	(10,948,000	)
Charged  to the consolidated statement of comprehensive loss		(293,000	)		(128,000	)		(421,000	)
At August 31, 2018	$	(11,115,000	)	$	(254,000	)	$	(11,369,000	)
Charged  to the consolidated statement of comprehensive loss		460,000			(35,000	)		425,000
At August 31, 2019	$	(10,655,000	)	$	(289,000	)	$	(10,944,000	)
Deferred Income Tax Assets	Non-capital losses			Non-capital losses			Total
At August 31, 2017	$	10,822,000		$	126,000		$	10,948,000
Charged  to the consolidated statement of comprehensive loss		293,000			128,000			421,000
At August 31, 2018	$	11,115,000		$	254,000		$	11,369,000
Charged  to the consolidated statement of comprehensive loss		(460,000	)		35,000			(425,000	)
At August 31, 2019	$	10,655,000		$	289,000		$	10,944,000
Net deferred tax assets (liabilities)	$	-		$	-		$	-

The following temporary differences have not been recognized in the Company’s consolidated financial statements:

	August 31, 2019		August 31, 2018
Non capital losses	$	91,799,000	$	44,744,000
Property, plant and equipment		217,000		208,000
Capital losses		2,000		127,000
	$	92,018,000	$	45,079,000

At August 31, 2019, the Company has Tanzanian non-capital losses of $60,086,000 (2018 - $17,544,000), 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.

50

Tanzanian Gold Corporation

(formerly Tanzanian Royalty Exploration Corporation)

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2019 and 2018

(Expressed in Canadian dollars)

24. Taxes (continued)

At August 31, 2019, the Company has non-capital losses of $31,713,000 (2018 - $27,198,000), 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	$	1,711,000
2027		1,388,000
2028		1,512,000
2029		1,967,000
2030		1,427,000
2031		2,378,000
2032		2,496,000
2033		2,352,000
2034		2,195,000
2035		1,983,000
2036		2,050,000
2037		2,866,000
2038		3,735,000
2039		3,653,000
	$	31,713,000

At August 31, 2019, $nil (2018 - $nil) was recognized as a deferred tax liability for taxes that would be payable as the Company’s subsidiaries have a deficit.

51

EX-15.2

Exhibit 15.2

Management Discussion and Analysis

August 31, 2019

The following Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations for Tanzanian Gold Corporation (the “Company”) should be read in conjunction with the audited consolidated financial statements for the years ended August 31, 2019 and 2018. The MD&A was prepared as of November 29, 2019. All amounts are in Canadian dollars, unless otherwise specified.

Highlights – for the year ended August 31, 2019

Financial:

● On August 13, 2019, the Company closed a public offering of 4,000,000 common shares at US$0.75 raising US $3,000,000.

● On July 1, 2019, the Company closed a registered direct offering of 1,916,379 common shares at US$0.58 per share raising US $1,111,500.

● On May 3, 2019, the Company completed the sale of 2,316,084 common shares at US $0.66 per share raising US $1,530,700 in the aggregate in a registered direct offering.

● On April 18, 2019, the Company completed the sale of 606,165 common shares at US $0.58 per share raising US $350,000 in the aggregate with three investors in a registered direct offering.

● On March 4, 2019, the Company completed the sale of 625,557 common shares at a price of US $0.45 per common share, raising an aggregate of US $281,000 in a registered direct offering.

On January 16, 2019, the Company completed the sale of 3,924,386 common shares at a price of US $0.23 per common share, raising an aggregate of $1,172,798 (US $885,734) in a registered direct offering. Share issue costs amounted to $103,591 for net proceeds of $1,069,207.

● During the year ended August 31, 2019, the Company closed $287,800 (US $216,857) 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. If the bullion loans are paid back by bullion, the valuation date for such bullion will be the date of the loan agreements. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of US$0.3357 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.3357 per share. There is no prepayment penalty.

During the year ended August 31, 2019 the Company settled $130,670 (US$100,000) of principal amount of outstanding loans through the issuance of 402,077 common shares.

1

Management Discussion and Analysis

August 31, 2019

● During the year ended August 31, 2019, the Company received loans in the amount of $1,596,401 (US$1,230,799) with a one year term with a right to extend by one 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 exercise prices ranging from US$0.27 to US$0.34 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at prices ranging from US$0.27 - US$0.34 per share.

During the year ended August 31, 2019, the Company settled $2,614,343 (US$2,028,768) of principal amount of outstanding loans through the issuance of 7,387,818 common shares.

● In connection with the gold loans described in note 21 and the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 686,446 common shares with a value of $581,181. The finder’s fee was allocated proportionally between the gold loans and convertible loans.

● During the year ended August 31 2018, the Company received loans in the amount of $1,754,291 (US$1,389,710) 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 US$0.274 - US$0.3469 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.274 - US$0.3469 per share.

In connection with the gold loans and the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 466,504 common shares with a value of $234,752.

● During the year ended August 31, 2018, the Company closed $1,310,660 (US $1,027,727) 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. If the bullion loans are paid back by bullion, the valuation date for such bullion will be the date of the loan agreements. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of US$0.267 - $0.3446 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.267 - $0.3446 per share. There is no prepayment penalty.

On June 8, 2018, the Company repriced the exercise price to convert the loans and interest into common shares at a price of US$0.26.

On August 27, 2018, the Company settled $324,475 (US$250,000) of principal amount of outstanding loans through the issuance of 961,538 shares with a value of $605,769 resulting on a loss on settlement of $281,294.

2

Management Discussion and Analysis

August 31, 2019

● The Company entered into extension agreements in regards to USD$1,530,000 in gold loans closed on June 22, 2015, extending the term by one year to June 22, 2018, but modifying no other terms of the 2015 loans.

Operational:

● Phase 2 Reverse Circulation (RC) resource upgrade drilling comprising seven (7) RC drill-holes with a combined total metreage of 1,503m all drilled by Coreworthy mainly as RC pre-collaring was completed during the reporting period.

● Phase 2 Diamond Core (DD) resource upgrade drilling continued during the reporting period. Eight (8) DD drill-holes with a combined total metreage of 2,716.12m (all done by Coreworthy) were completed during the reporting period.

● Notable drill results in the reporting period include:

○ L91_2 (BMDD217): 1m@1.16g/t Au from 255m; 66.7m@4.51g/t Au from 357.30m including 3m@4.85g/t Au from 358m; & 31m@7.10g/t Au from 385m including 7m@17.00g/t Au from 398m.

○ L21_3 (BMRCD295): 65.21m@0.42g/t Au from 252.31m including 1.50m@1.18g/t (298.50m), 5m@1.05g/t (317m) & 1m@1.34g/t (342m); 65.45m@1.06g/t Au from 361.45m including 6.69m@3.41g/t (364m), 13.07m@1.88g/t (393m) with 3.56m@3.68g/t (402m); 1.20m@2.34g/t (428.50m) & 3m@1.07g/t (462m).

3

Management Discussion and Analysis

August 31, 2019

○ U22.5_1 (BMDD218): 4m@1.36g/t Au from 29m; 8m@1.36g/t Au from 305m including 1m@5.41g/t (307m) & 3m@1.37g/t Au from 364m.

● No mining or ore processing activities were conducted at South Pit and Plant during the quarter. Cumulative Total Ore mined from the Buckreef South Pit (ROMPad + Pad#1-Pad#3+Crusher pad) as of 31^st August 2019 remains at 119,725.59 tonnes averaging 1.86g/t Au with total contained metal ounces of 7,161.24.

● The disposition of the Ore stockpiled as of 31^st August 2019, remain as follows: ROMPAD: 72,315.66t @1.39g/t Au (3,237.96 Ozs); Pad#1: 20,931.75t @2.29g/t Au (1,541.77 Ozs); Pad#2: 12,943.78t @2.78g/t Au (1,155.55 Ozs); Pad#3: 9,237.90t @3.85g/t Au (1,143.49 Ozs) & Crusher Pad: 4,245t @ 3.86 g/t Au (526.62 Ozs).

● The list of Company’s license holdings portfolio now comprises 37 active licenses split into three main categories as Retain (15), JV (6) & Discard (16). The Itetemia ML application was arbitrarily cancelled by the Mining Commission without any formal communications on the outcome of the Company’s original application submitted in November 2015. A formal appeal has been lodged to get a reversal of that decision.

● Buckreef Mining licenses have been duly paid, are presently current and in full force and effect. The Company has withheld payment for certain annual license fees since 2014. The cumulative annual fees and sanctions through 31 August 2019 for the entire portfolio is USD $ 531,674 which has been reconciled with governments records.  The total includes all amounts for payments and includes sanctions in the amount of USD $ 165,247 as of 31st August 2019.

● Based on the new regulations that have been enacted by the Mining Commission, some of the Company’s forfeited licenses might still carry an outstanding debt (incurred before and by the time of the forfeiture). The Company is making all efforts to establish the amount of such debt and will arrange for a suitable payment schedule with the Ministry of Mines once the actual figures have been released by the Ministry.

4

Management Discussion and Analysis

August 31, 2019

Overall Performance

As at August 31, 2019, the Company had current assets of $4,135,316, compared to $1,322,307 on August 31, 2018. The increase is mainly due to inflows from proceeds of convertible loans issued of $1,596,401 (2018 - $1,754,291), inflows from proceeds of gold loans issued of $287,800 (2018 - $1,312,660), as well as inflows from proceeds of the sale of common shares, net of issue costs, of $8,937,563 (2018 - $nil), which are offset by outflows in regard to expenditures on exploration of $3,027,380 (2018 - $1,305,094) and cash used in operations of $4,817,923 (2018 - $2,351,200). Mineral properties and deferred exploration assets were $31,750,255 as at August 31, 2019, compared to $49,912,854 at August 31, 2018.

Net loss for the year ended August 31, 2019 was $29,317,517, compared to a net loss of $6,897,397 in the year ended August 31, 2018. Net loss increased between the two years primarily due to the write off of the Kigosi, Itetemia and Luhala mineral properties in the amount of $22,229,752 during the year ended August 31, 2019, compared to $nil during the year ended August 31, 2018. The Company wrote off values for its non-core assets as it focuses on the development of the Buckreef Project. The Company has also taken a conservative stance while the status of the properties is under appeal as described in note 4 of the audited consolidated financial statements for the years ended August 31, 2019 and 2018. There was also an increase in professional fees to $1,666,920 during the year ended August 31, 2019, compared to $845,924 during the year ended August 31, 2018. These large increases were offset by the decrease in share based payments, amounting to $236,000 during the year ended August 31, 2019, compared to $1,598,883 in the comparable year ended August 31, 2018, Variances in expenses are discussed below.

Share Capital:

During the year ended August 31, 2019, the Company issued 1,836,229 (2018 – 1,172,128) common shares with a value of $699,651 (2018 - $612,900) in connection with interest payments related to the convertible loans and gold bullion loans outstanding. The Company also completed financings during the year ended August 31, 2019 issuing 13,435,503 (2018 - nil) common shares for proceeds, net of issue costs, of $8,911,230 (2018 - $nil). The Company issued 7,789,895 common shares (2018 – 1,354,405) with a value of $2,781,473 (2018 - $792,381) for settlement of convertible loans as well. The Company also issued 85,127 (2018 - nil) common shares pursuant to cashless exercise of warrants and issued 1,332,322 (2018 – nil) common shares in trust in connection with the legal appeal more fully described herein. During the comparable year ended August 31, 2018, the Company issued 385,147 common shares pursuant to the RSU plan with a value of $188,722. In the current period, capital was utilized for the Buckreef Project development, property acquisition, exploration, capital equipment purchases and general operating expenses as tabulated below. The remaining funds/cash liquid assets, when available, are invested in interest bearing investments, which are highly liquid.

5

Management Discussion and Analysis

August 31, 2019

	C$ (000)
Funds available August 31, 2018	426
Net proceeds from convertible loans and gold bullion loans	1,884
Net proceeds from private placements, net of issue cost, and shares to be issued	8,938
Mineral property expenditures including licences, environmental and exploration, net of recoveries	(3,527)
General corporate expenses	(4,332)
Funds available August 31, 2019	$3,389

Based on the Company’s current funding sources and taking into account the working capital position and capital requirements at August 31, 2019, these factors indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern and is dependent on the Company raising additional debt or equity financing. The Company must obtain additional funding in order to continue development and construction of the Buckreef Project. The Company presently does not have adequate resources to maintain its core activities for the next fiscal year or sufficient working capital to fund all of its planned activities. The Company is continuing to pursue additional financing to fund the construction of the Buckreef Project and additional projects. However there is no assurance that such additional funding and/or project financing will be obtained or obtained on commercially favourable terms.

Additional funding may be derived from revenues generated in the future from anticipated completion and operation of its Buckreef mine currently under development. Management continues to explore alternative financing sources in the form of equity, debt or a combination thereof; however, the current economic uncertainty and financial market volatility make it difficult to predict success. Risk factors potentially influencing the Company’s ability to raise equity or debt financing include: the outcome of the feasibility study at the Buckreef Project, mineral prices, the risk of operating in a foreign country, including, without limitation, risks relating to permitting, and the buoyancy of the credit and equity markets. For a more detailed list of risk factors, refer to the Company’s Form 20-F Annual Report for the year ended August 31, 2019, which is filed on SEDAR as the Company’s Annual Information Form.

Due to the current low interest rate environment and lack of funds, interest income is not expected to be a significant source of income or cash flow. Management intends to monitor spending and assess results on an ongoing basis and will make appropriate changes as required.

TRENDS

● There are significant uncertainties regarding the prices of precious and base metals and other minerals and the availability of equity and debt financing for the purposes of mineral exploration and development. The prices of precious and base metals have been subject to extreme volatility over recent periods, as such the Company remains cautious;

● The Company’s future performance is largely tied to development of the Buckreef project and other main projects and outcome of future drilling results; and

6

Management Discussion and Analysis

August 31, 2019

● Current financial markets are likely to be volatile in Canada and the United States for the remainder of the fiscal year, reflecting ongoing concerns about the stability of the global economy. As well, concern about global growth may lead to future drops in the commodity markets. Uncertainty in the credit markets has also led to increased difficulties in borrowing or raising funds. Companies worldwide have been negatively affected by these trends. As a result, the Company may have difficulties raising equity and debt financing for the purposes of base and precious metals exploration and development.

These trends may limit the Company’s ability to discover and develop an economically viable mineral deposit.

Selected Financial Information

	As at and for the year ended August 31, 2019			As at and for the year ended August 31, 2018			As at and for the year ended August 31, 2017
Total Revenues	$	0		$	0		$	0
Net income (loss) for the period	$	(29,317,517	)	$	(6,897,397	)	$	(6,434,112	)
Basic income (loss) per share	$	(0.22	)	$	(0.06	)	$	(0.05	)
Diluted income (loss) per share	$	(0.22	)	$	(0.06	)	$	(0.05	)
Total assets	$	38,618,925		$	53,235,140		$	51,353,088
Total long term financial liabilities	$	737,404		$	726,143		$	1,774,581
Cash dividends declared per share	$	0		$	0		$	0

Results of Operations

Net additions to mineral properties and deferred exploration costs for the year ended August 31, 2019 were $4,067,153 compared to $2,992,551 for the year ended August 31, 2018. Out of the net additions, $929,596 (2018 - $1,703,323 increase) represents an increase/decrease due to foreign exchange in the current period on functional currency. The increase excluding these amounts saw expenditures of $3,137,557 for the year ended August 31, 2019 compared to $1,289,228 during 2018. The expenditures increased compared with the prior year due to the ongoing drilling and exploration program initiated in the current fiscal year. The Company also recorded a write off of mineral properties in the amount of $22,229,752 during the year ended August 31, 2019 compared to $nil during the year ended August 31, 2018. The Company wrote off values for its non-core assets as it focuses on the development of the Buckreef Project. The Company has also taken a conservative stance while the properties are under appeal as described in note 4 of the audited consolidated financial statements for the years ended August 31, 2019 and 2018.

Net loss for the year ended August 31, 2019 was $29,317,517, compared to a net loss of $6,897,397 for the comparable year ended August 31, 2018. For the three month period ended August 31, 2019 and 2018, there was a net loss of $24,441,720 compared to a net loss of $1,876,711, respectively. Net loss increased during the current year primarily due to the write off of mineral properties in the amount of $22,229,752 during the three month and year ended August 31, 2019 compared to $nil during the year ended August 31, 2018. The Company wrote off values for its non-core assets as it focuses on the development of the Buckreef Project. The Company has also taken a conservative stance while the status of the properties is under appeal as described in note 4 of the audited consolidated financial

7

Management Discussion and Analysis

August 31, 2019

statements for the years ended August 31, 2019 and 2018. Net loss also increased due to an increase in professional fees driven by an increase in legal fees in connection with outstanding litigation which increased the loss for the three month period and year ended August 31, 2019. These increases were offset by the decrease in share based payments, amounting to $236,000 during the year ended August 31, 2019 compared to $1,598,883 in the comparable year ended August 31, 2018.

Variances in expenditures are set out below:

For the year ended August 31, 2019, depreciation expense was $353,115, compared to $386,845 for the year ended August 31, 2018. The decrease of $33,730 is due to a lower overall capital assets base as there were minimal additions during the current and prior fiscal year.

Consulting fees for the year ended August 31, 2019 were $1,159,991, compared to $938,569 in the comparable year ended August 31, 2018. Consulting expenses were higher during the period due to timing of various consulting work, primarily related to the Buckreef Project as well as regulatory matters during the year. Consulting fees for the three months ended August 31, 2019 were $475,451 compared to $241,471 in the comparable period ended August 31, 2018. The reason for the increased expense during the three month period is due to reclassifications of expenses between accounts.

Directors’ fees for the year ended August 31, 2019 were $111,625, compared to $111,625 in the comparable year ended August 31, 2018. For the three month period ended August 31, 2019, director fees amounted to $27,906 (2018 - $27,906). The amounts were the same as prior year.

Office and general expenses for the year ended August 31, 2019 were $185,268, compared to $121,757 in the comparable year ended August 31, 2018. Office and general costs increased between the comparable period due to the increased activity at site with the current drill program which increased supporting office and general expenditures. For the three month period ended August 31, 2019, office and general expenses were $54,642 compared to $26,819 in the comparable period ended August 31, 2018. The reason for the increase is the same as for the year ended August 31, 2019.

Shareholder information costs for the year ended August 31, 2019 increased to $378,177 from $343,658 for the comparable year ended August 31, 2018. The amounts were consistent between the two periods. For the three month period ended August 31, 2019, shareholder information costs were $113,970 compared to $58,340 for the three month period ended August 31, 2018. The amounts were lower due to the number and timing of various corporate filings and news releases.

Professional fees increased by $820,996 for the year ended August 31, 2019 to $1,666,920 from $845,924 for the year ended August 31, 2018. Professional fees increased mainly due to increased work surrounding current litigations as disclosed in the audited financial statements for the years ended August 31, 2019 and 2018, the shelf registration statement and other general corporate matters. For the three month period ended August 31, 2019 professional fees went from $280,841 for the three month period ended August 31, 2018 to $334,069. The amounts increased due to the same reason as the increase for the year.

8

Management Discussion and Analysis

August 31, 2019

Salaries and benefits expense increased to $718,669 for the year ended August 31, 2019 from $605,659 for the year ended August 31, 2018. Salaries and benefits increased in line with the overall increased activity due to the current drill and exploration program underway. The expenses for the corresponding three month period ending August 31, 2019 and 2018 were $200,497 and $124,943 respectively and increased for the same reason as the increase for the year.

Share based payments for the year ended August 31, 2019 were $236,000, compared to $1,598,883 in the comparable year ended August 31, 2018. The decrease is due to the Company issuing nil options (2018 – 3,682,000) with a value vested of $nil (2018 - $966,000) as well as the repricing of nil options (2018 – 3,750,000) options issued in 2016 which resulted in additional compensation of $nil (2018 - $240,000), see note 9 of the audited consolidated financial statements for the years ended August 31, 2019 and 2018 for details of stock options issued.

For the year ended August 31, 2019, travel and accommodation expense were higher at $43,052 compared to $24,335 in 2018. Travel and accommodation expense increased due to increased travel to site given the current exploration program. For the three months ended August 31, 2019 and 2018, travel and accommodation went from $1,098 in 2018 to $19,786. Travel and accommodation expense increased due to increased travel to site given the current exploration program.

For the year ended August 31, 2019, the foreign exchange loss was $207,042 compared to an exchange gain of $126,583 for the same year ended August 31, 2018. The primary reason is the foreign exchange effect on the US dollar denominated warrant liability.

The interest accretion expense for the year ended August 31, 2019 was $988,530, compared to $819,060 for the year ended August 31, 2018. Interest accretion increased due to additional loans closed during the year ended August 31, 2019.

The Company recorded a write off of mineral properties in the amount of $22,229,752 during the three month and year ended August 31, 2019 compared to $nil during the year ended August 31, 2018. The Company wrote off values for its non-core assets of primarily the Kigosi, Itetemia and Luhala properties as it focuses on the development of the Buckreef Project. The Company has also taken a conservative stance while the status of the properties is under appeal as described in note 4 of the audited consolidated financial statements for the years ended August 31, 2019 and 2018.

Details of the write down are as follows:

Kigosi:

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 notice sent by the government did not follow due process under Tanzanian law, as such, the Company filed an appeal to this notification subsequent to year-end and the Company remains confident that they will be successful in the appeal. The Company recorded a write off of $12,769,216 related to the property pending the result of the appeal (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $124,717).

Itetemia Project:

During 2019 the Company received a notice of rejection of the mining license application for Itetamia, for failure to have complied with regulations.  The notice sent by the government did not follow due process under Tanzanian law, as such, the Company filed an appeal to this notification subsequent to year-end and the Company remains confident, as confirmed by legal counsel, that the mining application was filed correctly and they were not in default of the claims listed in the rejection notification. The Company recorded a write off of $6,059,044 related to the property pending the result of the appeal (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $nil).

Luhala Project:

During the year ended August 31, 2019, the Company recorded a write off of $3,401,492 related to the property to reflect the Company’s intentions on focusing and developing the Buckreef project (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $nil)). The Company continues to hold and will develop the Luhala project in the future and fully expects the value to exceed the balance sheet value of $3,401,492 being written off during 2019.

Summary of Quarterly Results (unaudited)

(Expressed in thousands of dollars, except per share amounts)

	2019 Q4			2019 Q3			2019 Q2			2019 Q1			2018 Q4			2018 Q3			2018 Q2			2018 Q1
Total revenues	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Net Income (Loss)	$	(24,442	)	$	(2,144	)	$	(1,339	)	$	(1,392	)	$	(1,877	)	$	(1,698	)	$	(1,493	)	$	(1,830	)
Basic and diluted income (loss) per share	$	(0.18	)	$	(0.02	)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

9

Management Discussion and Analysis

August 31, 2019

Liquidity and Capital Resources – Going Concern Discussion

The Company manages liquidity risk by maintaining adequate cash balances in order to meet short term business requirements. Because the Company does not currently derive any production revenue from operations, its ability to conduct exploration and development work on its properties is largely based upon its ability to raise capital by equity funding and loans. Historically, the Company obtained funding via private placements and public offerings.

Based on the Company’s current funding sources and taking into account the working capital position and capital requirements at August 31, 2019, these factors indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern and is dependent on the Company raising additional debt or equity financing. The Company must obtain additional funding in order to continue development and construction of the Buckreef Project. The Company presently does not have adequate resources to maintain its core activities for the next fiscal year or sufficient working capital to fund all of its planned activities. The Company is continuing to pursue additional financing to fund the construction of the Buckreef Project and additional projects. However there is no assurance that such additional funding and/or project financing will be obtained or obtained on commercially favourable terms.

At August 31, 2019, the Company had a working capital deficiency of $9,095,970 (August 31, 2018 – $12,010,685 working capital deficiency), had not yet achieved profitable operations, has accumulated losses of $132,462,683 (August 31, 2018 – $103,263,959) and expects to incur further losses in the development of its business. The Company will require additional financing in order to conduct its planned work programs on mineral properties, meet its ongoing levels of corporate overhead and discharge its future liabilities as they come due.

Some of the Company’s mineral properties are being acquired over time by way of option payments. It is at the Company’s option as to whether to continue with the acquisition of the mineral properties and to incur these option payments.

Commitments:

In order to maintain the existing site of mining and exploration licenses, the Company is required to pay annual license fees. The Company has not paid certain of its annual license fees since October 2014 with exception of Buckreef and Kigosi mining licenses. As at August 31, 2019 an accrual of $680,000 (August 31, 2018 - $260,000) has been recorded relating to unpaid license fees and resultant penalties. These licenses remain in good standing until a letter of demand is received from Ministry of Energy and Minerals requesting payment of any unpaid license fees plus 50% penalty, and the Company fails to respond within 30 days. The Company has not received a letter of demand. The potential penalty relating to unpaid license fees is approximately $211,000 (August 31, 2018 - $125,000). The Company has recorded an accrual for all valid and active mining licenses.

10

Management Discussion and Analysis

August 31, 2019

Contingencies:

Due to the size, complexity and nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events.

On January 19, 2018, Crede CG III, LTD (“Crede”) filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming, among other things, breach of contract for failure to allow Crede to exercise 1,300,000 Series A Warrants, as described in Note 5, to acquire 3,100,751 common shares. The Series A Warrants were issued, along with Series B Warrants (the Series A Warrants and Series B Warrants, collectively “Warrants), in connection with a Securities Purchase Agreement entered into on September 1, 2016. In response to the complaint, the Company’s attorneys initiated correspondence with Crede’s attorneys regarding Crede’s January 19, 2018 complaint. On February 27, 2018, Crede dismissed its complaint against us without prejudice. On March 12, 2018, Crede filed suit against the Company in the Supreme Court of the State of New York, County of New York (Index No. 651156/2018) (“State Claim”), claiming breach of contract (including specific performance and injunctive relief); declaratory judgment that the Securities Purchase Agreement and Warrants are binding obligations; and, in the event injunctive and declaratory relief is not ordered, awarding compensatory and punitive damages, and attorney fees and costs for failure to allow Crede to exercise 500,000 Series B Warrants to acquire 1,332,222 common shares. On August 21, 2019, the Company filed a notice of appeal and seeking a stay of the summary judgement order in the State Claim pending appeal. On October 17, 2019, the court in the State Claim order the delivery of 1,332,222 shares of common stock with an officer designated by the court and that a bond of $200,000 be posted. The Company has appealed the Supreme Court of the State of New York’s authority to require the Company to post a bond. In the event that the Company is required to post the $200,000 and the Company is unable to do so, Crede will have right to sell the 1,332,222 common shares and to exercise its rights under the Securities Purchase Agreement notwithstanding our appeal.

The Federal Claim is in its initial stage and discovery has been initiated. In the event that the Company is forced to allow Crede to exercise the Warrants pursuant to the Supreme Court of the State of New York’s order and/or are subject to damages, the Company may be required to issue additional common shares under the Securities Purchase Agreement. Under the terms of the Securities Purchase Agreement, the maximum number of common shares that may be issued in the transaction is limited to 21,704,630, of which 10,344,487 have been issued. Pursuant to the Securities Purchase Agreement, the Company hasve also agreed to register the common shares that may be issued to Crede pursuant to a registration rights agreement. The issuance of additional common shares will have a dilutive effect to our shareholders and the payment of damages and legal expenses may adversely affect the Company’s financial condition.

While the outcomes of this matter is uncertain, based upon the information currently available, the Company does not believe that these matters in aggregate will have a material adverse effect on its consolidated financial position, cash flows or results of operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

11

Management Discussion and Analysis

August 31, 2019

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, close family members and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

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

Year ended August 31,	Notes	2019		2018		2017
Legal services	(i)	$	Nil	$	Nil	$	82,455
Consulting	(ii)	$	229,414	$	215,108	$	203,274
Consulting	(iii)	$	246,602	$	Nil	$	172,330
Consulting	(iv)	$	170,718	$	Nil	$	Nil

(i) The Company engages a legal firm for professional services in which one of the Company’s directors is a partner. During the year ended August 31, 2019, the legal expense charged by the firm was $nil (2018 - $nil, 2017 - $82,455). As at August 31, 2019, $335,940 remains payable (August 31, 2018 - $335,940).

(ii) During the year ended August 31, 2019, $229,414 (2018 - $215,108, 2017 - $203,274) was paid for consulting and website/data back-up services to companies controlled by individuals associated with the former CEO and current director.

(iii) During the year ended August 31, 2019, $246,602 (2018 - $nil, 2017 - $172,330) was paid for drill mobilization, and advances on drilling services to Stamico, the Company’s joint venture partner on the Buckreef Gold Project.

(iv) During the year ended August 31, 2019, $170,718 (2018 - $nil, 2018 - $nil) was paid for consulting services to a company controlled by a director.

As at August 31, 2019, the Company has a receivable of $45,368 (August 31, 2018 - $40,086) from an organization associated with the Company’s President and former CEO and current director and from current officers and directors. The Company also has a receivable of $33,071 (August 31, 2018 - $nil) from Stamico.

During the year ended August 31, 2015, the Company sold automotive and mining equipment in the amount of $243,805 to directors of the Company and $333,700 to the Company’s former CEO and current director for total proceeds of $577,505 as described in Note 5. Pursuant to the agreements, the Company entered into 1-year lease agreements on the automotive and mining equipment with effective dates in May 2015. Per the terms of the leases, the Company agrees to purchase back the automotive

12

Management Discussion and Analysis

August 31, 2019

and mining equipment at the end of the lease periods for a lump sum payment of USD$74,848. The initial base payments vary between the agreements and range between $3,500 and $8,000 payable monthly. The effective interest rate on the capital lease obligation outstanding is between 20% and 30%.

As at August 31, 2019, the remaining balance outstanding under finance lease obligations after the settlements described above is $78,784 (August 31, 2018 - $67,819) and is repayable within 1 year, as such, the finance lease obligation is classified as a current liability.

(b) Remuneration of Directors and key management personnel (being the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer) of the Company was as follows:

Year ended August 31,	2019				2018				2017
	Fees, salaries and benefits (1)		Share based payments (2), (3)		Fees, salaries and benefits (1)		Share based payments (2), (3)			Fees, salaries and benefits (1)		Share based payments (2), (3)
Management	$	576,264		$                nil	$	636,744	$	773,348		$	525,102	$	1,175,439
Directors		111,625		nil		111,625		414,000			111,625		673,200
Total	$	687,889		$                nil	$	748,369	$	1,187,348		$	636,727	$	1,848,639

⁽¹⁾ Salaries and benefits include 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 RSU’s for their services.

⁽²⁾ Compensation shares may carry restrictive legends.

⁽³⁾ All stock option share based compensation is based on the accounting expense recorded in the year.

As at August 31, 2019, included in trade and other payables is $927,000 (August 31, 2018 - $863,000) due to these key management personnel with no specific terms of repayment.

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.

13

Management Discussion and Analysis

August 31, 2019

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, 2019.

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 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.

14

Management Discussion and Analysis

August 31, 2019

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 6 of the August 31, 2019 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.

15

Management Discussion and Analysis

August 31, 2019

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.

16

Management Discussion and Analysis

August 31, 2019

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.

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.

17

Management Discussion and Analysis

August 31, 2019

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, 2019 and 2018, 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, 2019, or August 31, 2018.

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, 2019, a 1% increase/decrease in interest rates would decrease/increase net loss for the period by approximately $34,000 (2018 - $4,000).

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, 2019, the Company had current assets of $4,135,316 (August 31, 2018 - $1,322,307) and current liabilities of $13,231,286 (August 31, 2018 - $13,332,992). 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 deficiency of the Company is $9,095,970 (August 31, 2018 - $12,010,685 working capital 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 Project, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.

18

Management Discussion and Analysis

August 31, 2019

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, 2019, 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, a 10% movement in the foreign exchange rate will have an impact of approximate $859,000 on the statements of comprehensive loss.

Disclosure of Outstanding Share Data

As at the date of this MD&A, there were 144,631,897 common shares outstanding, 4,305,758 share purchase warrants outstanding, nil RSUs outstanding, and 7,352,000 stock options outstanding.

Outlook

The Company’s Board of Directors has confirmed the strategic objective of the Company is to develop the Buckreef Project based on the conceptual production plan as published in the NI43-101 compliant Mining Feasibility Report (June 2018). The exploration plans including financial analysis projections on the Buckreef encompassing the Buckreef Main, South, Eastern Porphyry, Bingwa and Tembo open pit mines. Recommendations for further resource upgrade drilling as stated in the June 26, 2018 NI43-101 pre-feasibility report were implemented during this reporting period. In addition to the in-fill drilling the Corporation also implemented the start of metallurgical, rock stress and other tests with the intent of determining the best plan to bringing the Buckreef project into production.

The Company continues to monitor its other various mineral properties in the portfolio, notable among them being Itetemia, Luhala and Kigosi. However, the Company suffered a setback on its Itetemia’s Golden Horseshoe Reef (GHR) that represented a modest, yet robust, medium-grade, near surface gold deposit and is currently in the care and maintenance stage. In the Company’s normal monthly review of the Government portal it became aware of changes made to the Itetamia Mining License Application. No official correspondence has been received; however, it appears that our application had been denied and 5 PML’s were issued under another name based on the Government’s portal. Management has engaged the Mining Commission as well as the Minister of Mines to determine what’s taken place, and the course of action required to remedy the situation and is pursuing all necessary actions to do so. The Company also has the option of referring the situation should it not resolve in its favor to the Tanzanian anti-corruption bureau or possibly seeking remedy under the Tanzanian / Canadian economic treaty of 2013.

The Luhala property holds modest but low-cost gold extraction potential and is still classified as an advanced stage exploration project.

19

Management Discussion and Analysis

August 31, 2019

The Company also suffered a setback on its Kigosi project, a pre-production mining project whereby development has been delayed due to recently enacted laws on mining in areas designated as game reserves. During the reporting period, the Mining Commission assumed 100% control of the Kigosi ML96/2013 while the protracted negotiations for access to the restricted Kigosi game reserve area are ongoing. Management has engaged the Mining Commission as well as the Minister of Mines to determine what’s taken place, and the course of action required to remedy the situation and is pursuing all necessary actions to do so. Despite the setback, the Company has paid all outstanding annual fees to the Ministry of Mines as a show of good faith while negotiations for access with the Ministry of Natural Resources and Tourism continue.

Based on the Management’s adoption and implementation of the recommendations from the Executive Technical team to classify of all the Company’s various Prospecting License (PL) holdings under three project categories identified as PLs to Retain, PLs for joint venture and PLs to Discard/Abandon, efforts to pay up all outstanding annual fees on the PLs in the PLs to Retain and/or JV category progressed well but mainly targeted the Special Mining License and Mining licenses.

The five critical target projects were identified as Buckreef project, Buziba project, Kigosi project, Itetemia project and Luhala project. The Buziba project was traditionally included under Buckreef Project in previous annual reports but will now be treated as a standalone project. Brief descriptions of PL holdings and financial obligation status for each respective project area are summarized in the sections below. Actual field-work was mainly concentrated on the Buckreef Project during the reporting period.

20

Management Discussion and Analysis

August 31, 2019

Exploration Summary

The continuity of expenditures on mineral properties is as follows:

	Buckreef		Kigosi			Itetemia			Luhala
	(a)		(b)			(c)			(d)			Total
Balance, September 1, 2017	$	26,061,442	$	11,903,553		$	5,735,611		$	3,219,697		$	46,920,303
Exploration expenditures:
Camp, field supplies and travel		237,264		39,462			4,494			-			281,220
License fees and exploration and field overhead		687,004		115,597			-			-			802,601
Geological consulting and field wages		191,327		-			-			-			191,327
Geophysical and geochemical		-		-			-			-			-
Property acquisition costs		-		-			-			-			-
Trenching and drilling		14,080		-			-			-			14,080
Recoveries		-		-			-			-			-
Foreign exchange translation		946,218		432,029			208,156			116,920			1,703,323
		2,075,893		587,088			212,650			116,920			2,992,551
		28,137,335		12,490,641			5,948,261			3,336,617			49,912,854
Write-offs		-		-			-			-			-
Balance, August 31, 2018	$	28,137,335	$	12,490,641		$	5,948,261		$	3,336,617		$	49,912,854
Exploration expenditures:
Camp, field supplies and travel		186,634		-			-			-			186,634
License fees and exploration and field overhead		829,148		45,945			-			2,733			877,826
Geological consulting and field wages		71,166		-			-			-			71,166
Geophysical and geochemical		-		-			-			-			-
Property acquisition costs		-		-			-			-			-
Trenching and drilling		2,001,931		-			-			-			2,001,931
Recoveries		-		-			-			-			-
Foreign exchange translation		524,041		232,630			110,783			62,142			929,596
		3,612,920		278,575			110,783			64,875			4,067,153
		31,750,255		12,769,216			6,059,044			3,401,492			53,980,007
Write-offs		-		(12,769,216	)		(6,059,044	)		(3,401,492	)		(22,229,752	)
Balance, August 31, 2019	$	31,750,255	$	-		$	-		$	-		$	31,750,255

Buckreef Project

Mine Development and Operations

The Buckreef Project is in the Geita District of the Geita Region south of Lake Victoria, some 110km southwest of the city of Mwanza (see Figure, overleaf). The project area can be accessed by ferry across Smiths Sound, via tarred national road and thereafter via unpaved but well-maintained gravel roads. The Project comprises five prospects namely Buckreef, Bingwa, Tembo, Eastern Porphyry and Buziba. The Buckreef Project encompasses three ore zones namely Buckreef South, Buckreef Main and Buckreef North. The Buckreef Project is fully-licensed for mining and extraction of gold.

21

Management Discussion and Analysis

August 31, 2019

Mining Buckreef South Pilot Pit

The following cumulative work on mining and process plant operations was completed up to 31^st August 2019:

● No mining or ore processing activities conducted at the Buckreef project during the reporting period.

● Historical cumulative total ore mined from the Buckreef South pilot pit as of 31^st November 2018 remains at 119,725.59t averaging 1.86g/t Au with total contained metal ounces of 7,161.24.

● The disposition of the Ore stockpiled as of 31^st November 2018, remains as follows: ROMPAD: 72,315.66t @1.39g/t Au (3,237.96 Ozs); Pad#1: 20,931.75t @2.29g/t Au (1,541.77 Ozs); Pad#2: 12,943.78t @2.78g/t Au (1,155.55 Ozs); Pad#3: 9,237.90t @ 3.85g/t Au (1,143.49 Ozs) & Crusher Pad: 4,245t @ 3.86 g/t Au (526.62 Ozs).

Resource Drilling on the Buckreef Main Pit Area

The following cumulative work on mining and process plant operations was completed up to 31^st August 2019:

● Continued Phase 2 resource upgrade Diamond Core (DD) drilling program.

● Commenced Phase 2 RC pre-collaring for deeper DD resource upgrade drill-holes.

Reverse Circulation (RC) Drilling (Pre-collaring)

● Phase 2 Reverse Circulation (RC) resource upgrade drilling comprising seven (7) RC drill-holes with a combined total metreage of 1,503m all drilled by Coreworthy mainly as RC pre-collaring was completed during the reporting period.

Diamond Core (DD) Drilling

● An additional eight (8) DD drill-holes with a combined total metreage of 2,716.12m (all done by Coreworthy) were completed during the reporting period.

Drilling Assay Results

During the reporting period, assays results included significant intercepts as follows:

○ L91_2 (BMDD217): 1m@1.16g/t Au from 255m; 66.7m@4.51g/t Au from 357.30m including 3m@4.85g/t Au from 358m; & 31m@7.10g/t Au from 385m including 7m@17.00g/t Au from 398m.

○ L21_3 (BMRCD295): 65.21m@0.42g/t Au from 252.31m including 1.50m@1.18g/t (298.50m), 5m@1.05g/t (317m) & 1m@1.34g/t (342m); 65.45m@1.06g/t Au from 361.45m including 6.69m@3.41g/t (364m), 13.07m@1.88g/t (393m) with 3.56m@3.68g/t (402m); 1.20m@2.34g/t (428.50m) & 3m@1.07g/t (462m).

○ U22.5_1 (BMDD218): 4m@1.36g/t Au from 29m; 8m@1.36g/t Au from 305m including 1m@5.41g/t (307m) & 3m@1.37g/t Au from 364m.

22

Management Discussion and Analysis

August 31, 2019

Mineral Resource and Mineral Reserve Estimates

The Buckreef Gold project mineral resources as at 31^st August 2019 using a cut-off grade of 0.5g/t is as summarized in the table below:

Buckreef Gold Project Mineral Resource Estimate as of 31^st August 2019 (Source Virimai Projects, 2018)

The Buckreef Gold project pit-optimized mineral reserves as at 31^st August 2019 using a cut-off grade of 0.3g/t is as summarized in the table below:

Buckreef Gold Project Mineral Reserve Estimate as of 31^st August 2019 (Source Virimai Projects, 2018)

Buziba Project

During the reporting period, no fieldwork was conducted in the project area.

The Buziba Project comprises a single prospecting license (PL6545/2010) located some 25km east of the Buckreef project in the Geita district (see Figure, overleaf). The project area can be accessed from Buckreef via unpaved and poorly maintained gravel roads. The Project is a pre-development stage medium grade gold deposit and principal host lithologies include basalt, co-magmatic dolerite and a suite of intrusive quartz-albite felsic porphyries. Gold mineralization associated with shear-hosted vein quartz arrays in meta-basalts and as extensive stock works in the felsic porphyries. Geometry of the mineralization is highly irregular, forming a zone 200m thick and extending E-W for at least 2,500m.

Based on an NI43-101 compliant Preliminary Economic Report published in 2012 and subsequently in 2014, the global gold resources (Measured, Indicated & Inferred) estimated over approximately 2.5km

23

Management Discussion and Analysis

August 31, 2019

strike length and to a depth of 230 metres below surface amounts to 29Mt@1.04g/t containing 984,144ozs of gold.

License Holding and Status (Buckreef & Buziba)

At the end of Q4_2019, the Buckreef Project technically comprises one PL and one SML covering a surface area of 21.64km2. However, due to ongoing discussions for the continuance of the original JV land-holdings, the 12 other PLs whose 8-year tenure expired are still safeguarded on the Ministry of Minerals License Portal record and the license status and statutory liabilities for the Buckreef project is as shown in the table below:

Buckreef Gold Project PL Portfolio Status – License Status and Liabilities as of 31^st August 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Buckreef

Buckreef

Stamico

PL6427/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

2.1

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6428/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

3.0

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6429/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

20.0

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6430/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

8.9

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6549/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

2.7

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6432/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

2.0

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6431/10

12-Mar-10

21-Jun-10

20-Jun-18

20-Jun-18

2.7

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6544/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

2.6

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6546/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

17.4

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6547/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

5.3

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6548/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

1.9

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL6545/10

30-Mar-10

12-Jul-10

11-Jul-18

11-Jul-18

5.3

8yr-tenure Expired

$0.00

Buckreef

Buckreef

Stamico

PL9968/14

21-Oct-13

10-Jul-14

9-Jul-20

9-Jul-21

5.6

Active

$0.00

$0.00

Buckreef

Buckreef

Stamico

SML04/92

12-Jun-00

12-Jun-00

11-Jun-20

11-Jun-27

16.0

Active

$0.00

$0.00

Grand Total

$0.00

$0.00

$0.00

$0.00

● According to the updated Government Records the Buckreef-Buziba Project Annual Fees Liability as of 31st August is USD0.00.

● The Company, through its JV partner, Stamico, is still in the process of negotiating with the Mining Commission to issue new Licenses to preserve the PL holdings for the JV agreement.

● The Company still has not received any information back from the Government on its request to review the proposed land compensation for villagers affected by the expanded Buckreef Special Mining Lease area.

Itetemia Project

During the reporting period, no fieldwork was conducted in the project area.

The Itetemia gold deposit includes the mineral resources of the Golden Horseshoe Reef (“GHR”), and is an advanced stage exploration project focusing on the development of the GHR. A total of 9,833m of diamond core drilling (51 holes) and 8,339m of RC drilling (138 holes) was completed on the project. Modeling and processing of assay results from both the core drilling and RC drilling so far completed over the GHR and surrounding areas culminated in the estimation of the following Mineral Resources by CSA Australia Pty (Ltd) (“CSA”). The gold resource numbers for the GHR are as at 30th May 2016 using a cut-off grade of 1.0g/t:

24

Management Discussion and Analysis

August 31, 2019

The process to convert the PL covering the Horseshoe Gold Prospect at Itetemia into a Mining License (ML) commenced on 4^th November 2015. Despite numerous enquiries by the Company, no official feedback has been received from authorities in the Ministry of Mines or the Mining Commission on the status of this application during the reporting quarter. In the Company’s normal monthly review of the Government portal it became aware of changes made to the Itetamia Mining License Application. No official correspondence has been received, however it appears that our application has been denied and 5 PML’s reverted back into another name based on Government’s portal. Management has engaged the Mining Commission as well as the Minister of Mines to determine what’s taken place, and the course of action required to remedy the situation and is pursuing all necessary actions to do so. The Company also has the option of referring the situation should it not resolve in our favor to the Tanzanian anti-corruption bureau or possibly seeking remedy under the Tanzanian / Canadian economic treaty of 2013.

As of 31^st August 2019, the retained portion of the Itetemia project area now has 4 active PLs all covering a surface area of 13.37km2. However, as of May 2019, the area covered by the ML application has five PMLs already granted over the ML application area and now the subject of a court case filed by the Company to redress the situation.

Itetemia Gold Project PL Portfolio Status – License Status and Liabilities as of 31st August 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Itetemia

Tanzam

Stamico

PL8638/2012

02-Nov-10

21-Dec-12

20-Dec-19

20-Dec-19

4.21

Active

$300.00

$842.00

$1,142.00

Itetemia

Tancan

Stamico

PL8661/2012

18-May-09

24-Dec-12

23-Dec-19

23-Dec-19

4.62

Active

$300.00

$924.00

$1,224.00

Itetemia

Tanzam

Stamico

PL8958/2013

14-Jun-10

08-Feb-13

7-Feb-20

07-Feb-20

2.27

Active

$300.00

$0.00

$300.00

Itetemia

Tanzam

PL9564/2014

29-Jun-09

27-Jan-14

26-Jan-18

26-Jan-18

1.47

Active

$0.00

Grand Total

$900.00

$0.00

$1,766.00

$2,666.00

● All three of the critical PLs were successfully renewed.

● Current liability (no penalties) on the Itetemia licenses totals US$2,666 mainly related to planned renewal applications and attendant annual fees for the renewal period as itemized in the table above.

25

Management Discussion and Analysis

August 31, 2019

Kigosi Project

During the reporting period, no fieldwork was conducted in the project area.

Kigosi Project area remains subject to a Game Reserve Declaration Order. Upon repeal or amendment of that order by the Tanzanian Government, the Kigosi Mining Company will be legally entitled to exercise its rights under the Mineral Rights and Mining License. A recent pronouncement by the Honorable President of Tanzania to local villagers in Ushirombo stated that his government had commenced procedures for de-gazetting part of the Kigosi-Moyowosi game reserve area to afford villagers extended land for agriculture and mining activities.

Mine development plans at Kigosi continue to be shelved since under the 2010 Mining Act, only exploration and mining of energy minerals, including uranium, gas and petroleum is permitted in any game reserve. Historical exploration on the project established a resource as shown in table below.

Kigosi Gold Project: Historical published Resource/Reserve results

The table below shows the status (as of 31st August 2019) of the Kigosi Project license portfolio (identified as critical to the project) has 4 active PLs all covering a surface area of 61.98km² (excluding the Kigosi ML096/2013 that was put under Mining Commission protector ship while access negotiations are underway) The license status and statutory liabilities are as shown in the table below:

Kigosi Gold Project PL Portfolio Status – License Status and Liabilities as of 31st May 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Kigosi

Tanzam

Abby Mining

PL10170/2014

15-Oct-13

29-Aug-14

28-Aug-18

28-Aug-18

14.90

Pending Renewal

$300.00

$5,587.50

$5,887.50

Kigosi

Tanzam

Abby Mining

PL10171/2014

13-Dec-13

29-Aug-14

28-Aug-18

28-Aug-18

22.69

Pending Renewal

$300.00

$8,508.75

$8,808.75

Kigosi

Tanzam

Abby Mining

PL10184/2014

15-Oct-13

29-Aug-14

28-Aug-18

28-Aug-18

19.50

Pending Renewal

$300.00

$7,312.50

$7,612.50

Kigosi

Tanzam

Bazos

PL10187/2014

13-Apr-12

29-Aug-14

29-Aug-18

28-Aug-18

4.89

Active

$300.00

$300.00

$489.00

$1,089.00

Grand Total

$1,200.00

$300.00

$21,897.75

$23,397.75

● Applications for renewal of three (3) of the critical licenses were successfully submitted.

● Current liability (no penalties) on the Active licenses totals US$23,397.75 mainly related to planned renewal applications and attendant annual fees for the renewal period as itemized in the table above.

● There is an anticipated liability that will stem from some of the forfeited licenses whose outstanding annual fees at the time of forfeiture is being tabulated by the Ministry.

26

Management Discussion and Analysis

August 31, 2019

Luhala Project

During the reporting period, no fieldwork was conducted in the project area.

The Luhala Project is an advanced stage exploration project focusing on the development of the Luhala gold deposit which consists of five anomalous hilltops. The mineralization is stratabound shear-zone hosted gold mineralization (stratigraphic and structural control) within a distinct unit of felsic rocks with associated ferruginized mafic and felsic rocks.

Drilling at the Luhala Project has been concentrated on the Luhala Hills (Luhala Hill, Kisunge Hill, Shilalo Hill South and Shilalo Hill West). A total of 3,279m of diamond core drilling (26 holes) and 8,665m of RC drilling (144 holes) was completed on the project. Modeling and processing of assay results from both the core drilling and RC drilling conducted over the various deposits at Luhala, has to-date resulted in the estimation, by CSA, of the following Mineral Resources for Luhala as at 8th March 2011 using a cut-off grade of 1.0g/t:

Luhala Gold Project: Historical published exploration results

The process of selecting a consultant to carry out feasibility study at the Luhala gold project has been completed and once funds are available the contract to engage the consultant to carry out the study will be signed to initiate the FS study reporting.

27

Management Discussion and Analysis

August 31, 2019

At the end of this reporting period critical Luhala project area had 1 PL covering a surface area of 3.45km². The Luhala Project license status and statutory liabilities are as shown in the table below:

Luhala Gold Project PL Portfolio Status – License Status and Liability as of 31st August 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Luhala

Tancan

PL8937/2013

14-Jun-10

08-Feb-13

07-Feb-20

07-Feb-20

3.45

Active

$300.00

$0.00

$300.00

Grand Total

$300.00

$0.00

$0.00

$300.00

● The single PL has been renewed.

● Current liability (no penalties) on the Active license totals US$300 mainly related to planned renewal applications and attendant annual fees for the renewal period as itemized in the table above.

● There is an anticipated liability that will stem from some of the forfeited licenses whose outstanding annual fees at the time of forfeiture is being tabulated by the Ministry.

Exploration Projects Updates: Other PLs (JV/Discard)

Following the Company’s decision to include mine development to its strategy of generating maximum revenue from its extensive portfolio of properties and with the rising costs of maintaining prospecting and other licences in Tanzania, management continues to streamline its license portfolio in Tanzania.

During the reporting period, the Company managed to pay off the bulk of the liabilities (as per the last government published debtors’ list of January 31, 2019) for Prospecting Licenses proposed for possible Joint Venture partnerships (blue text) and/or discard (purple text) and subsequently discarded the bulk of the licenses that were considered surplus (Discard category). The entire portfolio covers a combined area of 67.52km².

Rest of Gold Project PL Portfolio Status – License Status and Liabilities as of 31st August 2019

Project_ID

Company_ID

Vendor_ID

PL_ID

Application Date

Granted Date

Rent Paid To

Expiry Date

Area (km2)

Status

Application Fee

Preparation fee

Annual Rent 2019/20

Total Cost

Lunguya

Tanzam

PL10145/2014

30-Dec-12

29-Aug-14

28-Aug-15

28-Aug-18

8.53

Pending Renewal

$300.00

$3,198.75

$3,498.75

Biharamulo

Tanzam

PL8963/2013

24-Dec-09

08-Feb-13

7-Feb-17

07-Feb-17

22.15

Active-in default

$0.00

Kanegele

Tanzam

PL10186/2014

30-Mar-12

29-Aug-14

28-Jan-18

28-Aug-18

2.32

Active

$0.00

Kanegele

Tanzam

PL8664/2012

17-Sep-09

21-Dec-12

20-Dec-16

20-Dec-16

3.19

Active

$0.00

Kibara

Tanzam

PL9231/2013

30-Oct-09

21-Jun-13

20-Jun-17

20-Jun-17

22.48

Active-in default

$0.00

Tulawaka

Tanzam

PL10331/2014

06-Sep-10

20-Oct-14

19-0ct-18

19-Oct-18

8.85

Active - In Default

$0.00

Grand Total

$300.00

$0.00

$3,198.75

$3,498.75

● All the PLs have outstanding annual fees and penalty fee payments were paid up during the reporting period.

● Current liability (no penalties) on the Active license totals US$3,498.75 mainly related to planned renewal applications and attendant annual fees for the renewal period as itemized in the table above.

● There is an anticipated liability that will stem from some of the forfeited licenses whose outstanding annual fees at the time of forfeiture is being tabulated by the Ministry.

28

Management Discussion and Analysis

August 31, 2019

Summary

As of 30^th September 2019, and based on the continuing streamlining of the PL-holdings exercise, all outstanding, current and future financial liabilities and obligations arising from our total current land-holdings (including forfeited PLs all of which no longer appear on our portal) in unpaid rents including the penalties is ~US$511,548 made up as follows:

● Forfeited Licenses Outstanding Annual Fees: US$353,009 &

● Forfeited Penalty Fees: US$158,538

The table below summarizes the liability by company.

TRX All Project PL Portfolio Status – License Status and Liabilities as of 30^th September 2019

TANZANIAN GOLD CORPORATION LICENSE PORTFOLIO BUDGET: 30 SEPTEMBER 2019
	CATEGORIZED TOTALS		LIABILITY US$
Project_ID	ACTIVE	FORFEITED	Annual (Debt)	Applic	Prep	Annual (2020)	Comment
Buckreef	3		$0				All paid up
Chomoza		2	$3,789				Historical Debt: Forfeited PLs MOM Files
Pamwe Tutafika		2	$8,843				Historical Debt: Forfeited PLs MOM Files
Tancan	3	47	$240,980				Historical Debt: Forfeited PLs MOM Files
Tanzam2000	14	60	$277,370				Historical Debt: Forfeited PLs MOM Files
Wakawaka		1	$693				Historical Debt: Forfeited PLs MOM Files
TOTAL	20	112	$531,674	$0	$0	$0
GRAND TOTAL	132		$531,674

Risk 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, 2019 filed on SEDAR as the Company’s Annual Information Form.

Disclosure Controls and Procedures (“DC&P”)

Requirements of NI 52-109 include conducting an evaluation of the effectiveness of DC&P. Management conducted an assessment of the effectiveness of the DC&P in place as of August 31, 2019 and concluded that such procedures are adequate and effective to ensure accurate and complete disclosures in filings. Any system control over disclosure procedures, particularly for junior exploration companies, no matter how well designed and implemented, has inherent limitations and may not prevent or detect all inaccuracies. These limitations include limited personnel available for such work, geographical logistics and human error among others. The Board of Directors assess the integrity of the public financial disclosures through the oversight of the Audit Committee.

29

Management Discussion and Analysis

August 31, 2019

Internal Control Over Financial Reporting (“ICFR”)

Requirements of NI 52-109 include conducting an evaluation of the effectiveness of ICFR. Management conducted an assessment of the effectiveness of the ICFR in place as of August 31, 2019 and concluded that such procedures are adequate and effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in compliance with International Financial Reporting Standards. Any system of internal control over financial reporting, no matter how well designed and implemented, has inherent limitations and may not prevent or detect all misstatements.

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are responsible for the design and effectiveness of disclosure controls and procedures (“DC&P”) and the design of internal control over financial reporting (“ICFR”) to provide reasonable assurance that material information related to the Company is made known to the Company’s certifying officers. The Company’s controls are based on the Committee of Sponsoring Organizations (“COSO”) 2013 framework. The Company’s CEO and the CFO have evaluated the design and effectiveness of the Company’s DC&P as of August 31, 2019 and have concluded that these controls and procedures are not effective in providing reasonable assurance that material information relating to the Company is made known to them by others within the Company in light of the material weakness in the Company’s ICFR as further discussed. The CEO and CFO have also evaluated the design and effectiveness of the Company’s ICFR as of August 31, 2019 and concluded that ICFR was not effective as at August 31, 2019 due to the following material weaknesses; (i) review and approval of certain invoices and the related oversight and accuracy of recording the associated 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 ICFR; however during the fiscal year ended August 31, 2019, 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.

During the current period there have been no other changes in the Company’s DC&P or ICFR that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

30

Management Discussion and Analysis

August 31, 2019

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 MKT LLC 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.tanzanianroyalty.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

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. 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.

31

EX-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, 2019 relating to the consolidated financial statements of Tanzanian Gold Corporation for the years ended August 31, 2019, 2018 and 2017, which appears in Tanzanian Gold Corporation’s Annual Report on Form 20-F for the year ended August 31, 2019 and which is incorporated by reference to Tanzanian Gold Corporation’s Registration Statements on Form F-3 (File Nos. 333-213604; 333-213834 and 333-226949) 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

November 29, 2019

EX-15.4

TANZANIAN GOLD CORPORATION

OMNIBUS EQUITY INCENTIVE PLAN

June 26, 2019

TABLE OF CONTENTS

Page

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);

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“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

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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;

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(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;

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“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;

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“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;

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“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

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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.

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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-

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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

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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

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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.

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(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

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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

14

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

15

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.

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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.

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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.

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(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

19

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.

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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

21

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.

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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

23

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.

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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.

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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.

26

(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

27

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

28

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

29

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

30

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.

31

SCHEDULE

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

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

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-15.5

EX-15.6

XML

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018
Tanzam [member]
Ownership interest in subsidiary	100.00%	100.00%
Tancan [member]
Ownership interest in subsidiary	100.00%	100.00%
Buckreef [member]
Ownership interest in subsidiary	55.00%	55.00%
NWBM [member]
Ownership interest in subsidiary	75.00%	75.00%

XML

Mineral Properties and Deferred Exploration (Details Narrative)					12 Months Ended
	Oct. 25, 2012 USD ($)	Oct. 25, 2011	Dec. 21, 2010 USD ($)	Oct. 13, 2008 USD ($)	Aug. 31, 2019 CAD ($)	Aug. 31, 2018 CAD ($)	Aug. 31, 2017 CAD ($)
Write-downs of mineral properties and deferred exploration costs					$ 22,229,752		$ 124,717
Kigosi Project [member]
Write-downs of mineral properties and deferred exploration costs					12,769,216
Write-downs of licenses							$ 124,717
Itelemia Project [member]
Write-downs of mineral properties and deferred exploration costs					6,059,044
Proportion of royalty interest in joint operation by noncontrolling owner				2.00%
Proportion of additional royalty interest in joint operation by noncontrolling owner, contingent on meeting minimum costs				20.00%
Joint operation, annual option fee				$ 25,000
Luhala Project [member]
Write-downs of mineral properties and deferred exploration costs					3,401,492
Stamico [member]
Payments for grade control drilling, license fees and other consulting services					172,330
USD | Itelemia Project [member]
Joint operation, amount to be exchanged for royalty interest				$ 1,000,000
Buckreef Gold Project [member]
Write-downs of mineral properties and deferred exploration costs
Proportion of ownership interest in joint venture		55.00%
Proportion of ownership interest in joint venture by noncontrolling owners		45.00%
Proportion of voting rights held in joint venture		100.00%
Number of directors in joint venture		4
Number of directors in joint venture, noncontrolling owner		3
Buckreef Gold Project [member] | USD
Other cash payments to acquire interests in joint ventures			$ 3,000,000
Buckreef Gold Project [member] | USD | Stamico [member]
Joint venture, payments for extension year	$ 500,000
Joint venture, payments for second extension year	625,000
Joint venture, payments for each subsequent after the second extension year	$ 750,000

XML

Capital Stock (Details 2)	12 Months Ended
	Aug. 31, 2019 $ / shares shares
Number of warrants (in shares)	4,305,758
Private placement financing agent warrants dated September 26, 2016 [Member]
Number of warrants (in shares)	214,285
Exercise price (in dollars per share) | $ / shares	$ 0.9515
Private placement financing warrant [Member]
Number of warrants (in shares)	4,017,857
Exercise price (in dollars per share) | $ / shares	$ 1.10
Private placement financing agent warrants dated September 1, 2016 [Member]
Number of warrants (in shares)	73,616
Exercise price (in dollars per share) | $ / shares	$ 0.8718

XML

Taxes (Details 2) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018
Balance, start of period	$ (11,369,000)	$ (10,948,000)
Charged to the consolidated statement of comprehensive loss	425,000	(421,000)
Balance, end of period	(10,944,000)	(11,369,000)
Deferred tax liabilities, mineral properties [member]
Balance, start of period	(11,115,000)	(10,822,000)
Charged to the consolidated statement of comprehensive loss	460,000	(293,000)
Balance, end of period	(10,655,000)	(11,115,000)
Deferred tax liabilities, debt issuance cost [member]
Balance, start of period	(254,000)	(126,000)
Charged to the consolidated statement of comprehensive loss	(35,000)	(128,000)
Balance, end of period	(289,000)	(254,000)
Non-capital losses [member]
Balance, start of period	11,115,000	10,822,000
Charged to the consolidated statement of comprehensive loss	(460,000)	293,000
Balance, end of period	10,655,000	11,115,000
Deferred tax assets, debt issuance cost [member]
Balance, start of period	254,000	126,000
Charged to the consolidated statement of comprehensive loss	35,000	128,000
Balance, end of period	$ 289,000	$ 254,000

XML

Asset Retirement Obligation (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Disclosure Asset Retirement Obligation Details Abstract
Balance, beginning of year	$ 726,143	$ 715,057
Accretion expense	11,261	11,086	$ 10,934
Balance, end of the year	$ 737,404	$ 726,143	$ 715,057

XML

Inventory (Details) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Disclosure Inventory Details Abstract
Stockpiled ore and work in progress	$ 518,375	$ 511,050
Supplies	4,404	4,341
Total Inventory	$ 522,779	$ 515,391

XML

Finance Costs (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Finance costs	$ 605,775	$ 549,213	$ 347,418
Gold bullion loans [member]
Finance costs	375,921	337,012	297,278
Convertible loans [member]
Finance costs	$ 229,584	$ 212,201	$ 54,140

XML

Reserve for Warrants

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Reserve for warrants

7. Reserve for warrants

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	1,248,037		$	1,248,037
Exercise of warrants		(215,000	)		-
Balance at end of year	$	1,033,037		$	1,248,037

XML

Financial Instruments

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Financial Instruments

11. 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, 2019 and 2018, 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 short-term bank investments are with Schedule 1 banks or equivalents. The other receivables consist of amounts due from related parties. The Company has not recorded an impairment or allowance for credit risk as at August 31, 2019, or August 31, 2018.

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, 2019, a 1% increase/decrease in interest rates would decrease/increase net loss for the period by approximately $34,000 (2018 - $4,000).

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, 2019, the Company had current assets of $4,135,316 (August 31, 2018 - $1,322,307) and current liabilities of $13,231,286 (August 31, 2018 - $13,332,992). 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 deficiency of the Company is $9,095,970 (August 31, 2018 - $12,010,685). 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 Project, meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.

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, 2019, 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, a 10% movement in the foreign exchange rate will have an impact of approximate $859,000 on the statements of comprehensive loss.

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Prepaid and Other Assets (Tables)

12 Months Ended

Aug. 31, 2019

Prepaid And Other Assets

Schedule of Prepaid and Other Assets

	August 31, 2019		August 31, 2018
Insurance	$	13,500	$	17,820
Listing fees		39,114		30,368
Other		67,864		67,863
Total Prepaid Expenses	$	120,478	$	116,051

XML

Reserve for Warrants (Tables)

12 Months Ended

Aug. 31, 2019

Reserve For Warrants

Schedule of Reserve for warrants

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	1,248,037		$	1,248,037
Exercise of warrants		(215,000	)		-
Balance at end of year	$	1,033,037		$	1,248,037

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Aug. 31, 2019

Summary Of Significant Accounting Policies

Schedule of Consolidated Financial Statement

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	2019	2018
Tanzam	Tanzania	100%	100%
Tancan	Tanzania	100%	100%
Buckreef	Tanzania	55%	55%
NWBM	Tanzania	75%	75%

Schedule of Depreciation Rate for Property, Plant and Equipment

Depreciation is provided at the following rates calculated to write off the cost of PPE, less their estimated residual value, using the declining balance and straight line methods:

	Rate
Machinery and equipment	20% to 30%
Automotive	30%
Computer equipment	30%
Drilling equipment and automotive equipment	6.67%
Leasehold improvements	20%
Heap leach pads	Over 5 years

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Inventory

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Inventory

15. Inventory

Inventory consists of stockpiled ore 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, 2019		August 31, 2018
Stockpiled ore and work in progress	$	518,375	$	511,050
Supplies		4,404		4,341
Total Inventory	$	522,779	$	515,391

XML

Asset Retirement Obligation

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Asset Retirement Obligation

19. Asset Retirement Obligation

The Company’s asset retirement obligation relates to the cost of removing and restoring of the Buckreef 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 environmentally acceptable mine closure plan.

A reconciliation for asset retirement obligations is as follows:

	August 31, 2019		August 31, 2018
Balance, beginning of year	$	726,143	$	715,057
Accretion expense		11,261		11,086
Balance, end of the year	$	737,404	$	726,143

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 US$522,000.
b)	Risk-free rate at 1.58%.
c)	Expected timing of cash outflows required to settle the obligation is for the full amount to be paid in 2025.
d)	Inflation over the period from is estimated to be 1.5% per annum.

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Convertible Loans

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Convertible Loans

23. Convertible loans

Activity during the year ended August 31, 2019:

During the year ended August 31, 2019, the Company received loans in the amount of $1,596,401 (US$1,230,799) 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 US$0.27 - US$0.34 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.27 - US$0.34 per share.

During the year ended August 31, 2019, the Company settled $2,614,343 (US$2,028,768) of principal amount of outstanding loans through the issuance of 7,387,818 shares.

In connection with the gold loans described in note 21 and the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 686,446 common shares with a value of $581,181. The finders fee was allocated proportionally between the gold loans and convertible loans, the portion allocated to the convertible loans amounted to $494,000.

Activity during the year ended August 31, 2018:

During the year ended August 31 2018, the Company received loans in the amount of $1,754,291 (US$1,389,710) 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 US$0.274 - US$0.3469 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.274 - US$0.3469 per share.

In connection with the gold loans described in note 21 and the convertible loans, the Company paid a finder’s fee via the issuance of an aggregate of 466,504 common shares with a value of $234,752. The finders fee was allocated proportionally between the gold loans and convertible loans, the portion allocated to the convertible loans amounted to $135,000.

On August 27, 2018, the Company settled $131,028 (US$100,776) of principal amount of outstanding loans through the issuance of 392,867 shares with a value of $184,832 resulting on a loss on settlement of $53,804.

On July 19, 2017, the Company settled $63,075 (US$50,000) of principal amount of outstanding loans through the issuance of 83,333 shares with a value of $49,166 resulting on a gain on settlement of $13,909.

The balance of the convertible loans is as follows:

	August 31, 2019			August 31, 2018
Balance at beginning of year	$	2,875,420		$	865,656
Proceeds from convertible loans		1,596,401			1,754,291
Conversion of convertible loan to shares		(2,614,343	)		(131,028	)
Less: conversion component of convertible loans		(141,000	)		(159,000	)
Less: finders fee		(494,000	)		(135,000	)
Interest accrued		229,854			212,201
Issuance of shares for interest payment		(206,962	)		(155,487	)
Interest accretion		720,250			549,069
Foreign exchange		(36,376	)		74,718
Balance at end of year	$	1,929,244		$	2,875,420

Interest accretion expense related to these loans during the year ended August 31, 2019 totaled $720,250 (2018 - $549,069, 2017 - $276,234).

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Nature of Operations and Going Concern (Details Narrative) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Nature Of Operations And Going Concern
Working capital deficiency	$ 9,095,970	$ 12,010,685
Retained earnings	$ 132,462,683	$ 103,263,959

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Summary of Significant Accounting Policies

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

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”), Buckreef Gold Company Ltd. (“Buckreef”), and Northwestern Base Metals Company Limited (“NWBM”). 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 continued 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	2019	2018
Tanzam	Tanzania	100%	100%
Tancan	Tanzania	100%	100%
Buckreef	Tanzania	55%	55%
NWBM	Tanzania	75%	75%

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 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 its 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 mineral properties earned prior to the commercial production stage are deducted from capitalized costs.

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 declining balance and straight line methods:

	Rate
Machinery and equipment	20% to 30%
Automotive	30%
Computer equipment	30%
Drilling equipment and automotive equipment	6.67%
Leasehold improvements	20%
Heap leach pads	Over 5 years

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 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 recognised 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 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 period. 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

1. 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.

(1.1) FVTPL

Financial assets are classified at FVTPL if they are acquired for the purpose of selling in the near term. Gains or losses on these items are recognized in net earnings or loss.

(1.2) 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.

(1.3) 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.

(1.4) 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.

2. Financial liabilities

For financial liabilities, IFRS 9 retains most of the IAS 39 requirements and since the Company does not have any financial liabilities designated at FVTPL, the adoption of IFRS 9 did not impact the Company’s accounting policies for financial liabilities. Trade, other payables and accrued liabilities, gold and convertible loans payable, and lease payable are accounted for at amortized cost.

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.

3.11 Impairment of non-financial assets

At the 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 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 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 the asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount 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.

3.12 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.

3.13 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.

3.14 Foreign currency transactions

Functional and presentation currency

Items included in the financial statements of each of the Company’s entities 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 Canadian 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 that have a functional currency different from the Company’s presentation currency 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.

3.15 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 and the determination of functional currencies.

3.16 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.

3.17 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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Consolidated Statements of Changes in Equity - CAD ($)	Issued capital [member]	Reserve of share-based payments [member]	Reserve for warrants [member]	Accumulated other comprehensive income [member]	Retained earnings [member]	Equity attributable to owners of parent [member]	Non-controlling interests [member]	Total
Balance, amount at Aug. 31, 2016	$ 122,380,723	$ 1,066,863	$ 941,037		$ (90,600,819)	$ 33,787,804	$ 1,368,679	$ 35,156,483
Balance, number (in shares) at Aug. 31, 2016	109,068,492
Statement Line Items [Line Items]
Issued for private placement, net of issuance costs	$ 5,589,501					5,589,501		5,589,501
Issued for private placement, net of issuance costs (in shares)	7,197,543
Warrants issued on private placement	$ (6,592,000)					(6,592,000)		(6,592,000)
Agent warrants issued on private placement	(92,000)		92,000
Issued pursuant to Restricted Share Unit ("RSU") Plan	$ 1,040,990	(1,040,990)
Issued pursuant to Restricted Share Unit ("RSU") Plan (in shares)	695,991
Shares issued for interest on gold loans and convertible loans	$ 542,447					542,447		542,447
Shares issued for interest on gold loans and convertible loans (in shares)	814,089
Issued for settlement of leases	$ 288,747					288,747
Issued for settlement of leases (in shares)	458,329
Issued for settlement of amounts due to related parties	$ 131,998					131,998		131,998
Issued for settlement of amounts due to related parties (in shares)	187,321
Issued for settlement of convertible loans	$ 49,166					49,166		49,166
Issued for settlement of convertible loans (in shares)	83,333
Shares issued as financing fee for convertible loans	$ 92,805					92,805		92,805
Shares issued as financing fee for convertible loans (in shares)	132,577
Stock options exercised	$ 1,742,000					1,742,000		1,742,000
Stock options exercised (in Shares)	3,146,944
Conversion component of convertible loans		625,000				625,000		625,000
Reversal of warrant liability upon change of functional currency to USD			215,000			215,000		215,000
Reversal of derivative in gold bullion loans upon change of functional currency to USD		5,051,000				5,051,000		5,051,000
Reversal of derivative in gold convertible loans upon change of functional currency to USD		108,000				108,000		108,000
Share based compensation - RSU		262,929				262,929		262,929
Share based compensation - Stock options		1,725,000				1,725,000		1,725,000
RSU shares forfeited		(123,569)				(123,569)		(123,569)
Exchange on translation of foreign subsidiaries				(2,176,352)		(2,176,352)		(2,176,352)
Total comprehensive loss for the year					(5,965,758)	(5,965,758)	(468,354)	(6,434,112)
Balance, amount at Aug. 31, 2017	$ 125,174,377	7,674,233	1,248,037	(2,176,352)	(96,566,577)	35,353,718	900,325	36,254,043
Balance, number (in shares) at Aug. 31, 2017	121,784,619
Statement Line Items [Line Items]
Issued pursuant to Restricted Share Unit ("RSU") Plan	$ 188,722	(188,722)
Issued pursuant to Restricted Share Unit ("RSU") Plan (in shares)	385,147							385,147
Shares issued for interest on gold loans and convertible loans	$ 612,900					612,900		$ 612,900
Shares issued for interest on gold loans and convertible loans (in shares)	1,172,128
Issued for settlement of leases						234,752		792,381
Issued for settlement of convertible loans	$ 792,381					792,381		792,381
Issued for settlement of convertible loans (in shares)	1,354,405
Shares issued as financing fee for convertible loans	$ 234,752
Shares issued as financing fee for convertible loans (in shares)	466,504
Exercise of warrants
Conversion component of convertible loans		310,000				310,000		310,000
Share based compensation - RSU		49,981				49,981		49,981
Share based compensation - Stock options		1,614,000				1,614,000		1,614,000
RSU shares forfeited		(65,098)				(65,098)		(65,098)
Exchange on translation of foreign subsidiaries				1,420,443		1,420,443		1,420,443
Total comprehensive loss for the year					(6,697,382)	(6,697,382)	(200,015)	(6,897,397)
Balance, amount at Aug. 31, 2018	$ 127,003,132	9,394,394	1,248,037	(755,909)	(103,263,959)	33,625,695	700,310	34,326,005
Balance, number (in shares) at Aug. 31, 2018	125,162,803
Statement Line Items [Line Items]
Issued for private placement, net of issuance costs	$ 8,911,230					8,911,230		8,911,230
Issued for private placement, net of issuance costs (in shares)	13,435,503
Issued pursuant to Restricted Share Unit ("RSU") Plan
Shares issued for interest on gold loans and convertible loans	$ 699,651					699,651		699,651
Shares issued for interest on gold loans and convertible loans (in shares)	1,836,229
Issued for settlement of leases	$ 2,781,473					2,781,473		2,781,473
Issued for settlement of leases (in shares)	7,789,895
Shares issued as financing fee for convertible loans	$ 581,181					581,181		581,181
Shares issued as financing fee for convertible loans (in shares)	686,446
Transfer of conversion component on conversion of convertible loans	$ 1,402,631	(1,402,631)
Stock options exercised	$ 26,333					26,333		26,333
Stock options exercised (in Shares)	63,333
Transfer of reserve on exercise of stock options	$ 27,722	(27,722)
Issued in trust for legal appeal	$ 603,556					603,556		603,556
Issued in trust for legal appeal (in Shares)	1,332,222
Exercise of warrants	$ 215,000		(215,000)
Exercise of warrants (in shares)	85,127
Conversion component of convertible loans		174,000				174,000		174,000
Share based compensation - RSU
Share based compensation - Stock options		236,000				236,000		236,000
RSU shares forfeited
Exchange on translation of foreign subsidiaries				641,879		641,879		641,879
Total comprehensive loss for the year					(29,198,724)	(29,198,724)	(118,793)	(29,317,517)
Balance, amount at Aug. 31, 2019	$ 142,251,909	$ 8,374,041	$ 1,033,037	$ (114,030)	$ (132,462,683)	$ 19,082,274	$ 581,517	$ 19,663,791
Balance, number (in shares) at Aug. 31, 2019	150,391,558

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Gold Bullion Loans (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Gold Bullion Loans Tables Abstract

Schedule of gold bullion loans

The balance of the gold bullion loans is as follows:

	August 31, 2019			August 31, 2018
Balance at beginning of year	$	4,622,351		$	3,394,998
Loans received		287,800			1,310,660
Less: repayment of loans converted to shares		(130,670	)		(324,475	)
Less: conversion component of convertible loans and finders fees		(120,000	)		(151,000	)
Interest accrued		375,921			337,012
Issuance of shares for interest payment		(311,015	)		(236,369	)
Interest accretion		268,280			272,991
Foreign exchange translation adjustment		5,460			18,534
Balance at end of year	$	4,998,127		$	4,622,351

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Inventory (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Inventory Tables Abstract

Schedule of Inventory

Inventory consists of stockpiled ore 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, 2019		August 31, 2018
Stockpiled ore and work in progress	$	518,375	$	511,050
Supplies		4,404		4,341
Total Inventory	$	522,779	$	515,391

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Reserve for Warrants (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018
Balance, amount	$ 34,326,005	$ 36,254,043
Exercise of warrants
Balance, amount	19,663,791	34,326,005
Reserve for warrants [member]
Balance, amount	1,248,037	1,248,037
Exercise of warrants	(215,000)
Balance, amount	$ 1,033,037	$ 1,248,037

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Related Party Transactions and Key Management Compensation (Details Narrative)	1 Months Ended	12 Months Ended
	May 31, 2015 USD ($)	Aug. 31, 2015 CAD ($)	Aug. 31, 2019 CAD ($)	Aug. 31, 2018 CAD ($)
Amounts receivable, related party transactions			$ 45,368	$ 40,086
Current finance lease liabilities			78,784	67,819
Automotive and mining equipment [member] | USD
Sale leaseback transaction, purchase price	$ 74,848
State Mining Company [Member]
Amounts receivable, related party transactions			33,071
Key management personnel of entity or parent [member]
Amounts payable, related party transactions			$ 927,000	$ 863,000
Key management personnel of entity or parent [member] | Automotive and mining equipment [member]
Sales of property and other assets, related party transactions		$ 577,505
Directors [Member] | Automotive and mining equipment [member]
Sales of property and other assets, related party transactions		243,805
Former CEO and current director [Member] | Automotive and mining equipment [member]
Sales of property and other assets, related party transactions		$ 333,700

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Taxes

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Taxes

24. 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:

	2019			2018			2017
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	$	(7,769,000	)	$	(1,828,000	)	$	(1,075,000	)
Increase (decrease) in provision for income taxes:
Foreign tax rates different from statutory rate		(816,000	)		(57,000	)		(156,000	)
Permanent differences and other items		(968,000	)		583,000			789,000
Benefit of tax losses not recognized		9,553,000			1,302,000			1,072,000
Provision for income taxes	$	-		$	-		$	-

The enacted tax rates in Canada of 26.50% (26.50% - 2018, 26.50% - 2017) and Tanzania of 30% (2018 - 30%, 2017 - 30%) where the Company operates are applied in the tax provision calculation. The combined Canadian federal and provincial statutory rate has increased from the prior period due to a scheduled enacted rate increase.

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, 2019 and 2018 are as follows:

Deferred Income Tax Liabilities	Mineral properties			Debt issuance cost			Total
At August 31, 2017	$	(10,822,000	)	$	(126,000	)	$	(10,948,000	)
Charged  to the consolidated statement of comprehensive loss		(293,000	)		(128,000	)		(421,000	)
At August 31, 2018	$	(11,115,000	)	$	(254,000	)	$	(11,369,000	)
Charged  to the consolidated statement of comprehensive loss		460,000			(35,000	)		425,000
At August 31, 2019	$	(10,655,000	)	$	(289,000	)	$	(10,944,000	)
Deferred Income Tax Assets	Non-capital losses			Non-capital losses			Total
At August 31, 2017	$	10,822,000		$	126,000		$	10,948,000
Charged  to the consolidated statement of comprehensive loss		293,000			128,000			421,000
At August 31, 2018	$	11,115,000		$	254,000		$	11,369,000
Charged  to the consolidated statement of comprehensive loss		(460,000	)		35,000			(425,000	)
At August 31, 2019	$	10,655,000		$	289,000		$	10,944,000
Net deferred tax assets (liabilities)	$	-		$	-		$	-

The following temporary differences have not been recognized in the Company’s consolidated financial statements:

	August 31, 2019		August 31, 2018
Non capital losses	$	91,799,000	$	44,744,000
Property, plant and equipment		217,000		208,000
Capital losses		2,000		127,000
	$	92,018,000	$	45,079,000

At August 31, 2019, the Company has Tanzanian non-capital losses of $60,086,000 (2018 - $17,544,000), 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, 2019, the Company has non-capital losses of $31,713,000 (2018 - $27,198,000), 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	$	1,711,000
2027		1,388,000
2028		1,512,000
2029		1,967,000
2030		1,427,000
2031		2,378,000
2032		2,496,000
2033		2,352,000
2034		2,195,000
2035		1,983,000
2036		2,050,000
2037		2,866,000
2038		3,735,000
2039		3,653,000
	$	31,713,000

At August 31, 2019, $nil (2018 - $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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Cash

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Cash

16. Cash

As at August 31, 2019, cash total $3,389,319 (August 31, 2018 - $426,062), consisting of cash on deposit with banks in general minimum interest bearing accounts.

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Non-Controlling Interest

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Non-Controlling Interest

20. Non-Controlling Interest

The changes to the non-controlling interest for the year ended August 31, 2019 and 2018 are as follows:

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	700,310		$	900,325
Non-controlling interest’s 45% share of Buckreef’s comprehensive loss		(118,793	)		(202,547	)
Non-controlling interest’s 25% share of NWBM’s comprehensive income (loss)		-			2,532
Balance at end of year	$	581,517		$	700,310

The following is summarized financial information for Buckreef:

	August 31, 2019			August 31, 2018
Current assets	$	522,780		$	673,074
Long term assets	$	22,331,000		$	19,773,205
Current liabilities	$	(16,446	)	$	(22,183	)
Asset retirement obligation	$	(737,404	)	$	(726,143	)
Advances from parent	$	(25,585,385	)	$	(22,374,445	)
Net income (loss) for the year	$	(263,984	)	$	(451,057	)

The following is summarized financial information for NWBM:

	August 31, 2019			August 31, 2018
Current assets	$	-		$	-
Long term assets	$	-		$	-
Current liabilities	$	-		$	-
Advances from parent	$	(1,531,491	)	$	(1,502,491	)
Net income (loss) for the year	$	-		$	10,164

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Consolidated Statements of Cash Flow - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Operating
Net loss	$ (29,317,517)	$ (6,897,397)	$ (6,434,112)
Adjustments to reconcile net loss to cash flow from operating activities:
Depreciation	353,115	386,845	421,984
Write-off of mineral properties and deferred exploration costs	22,229,752		124,717
Share based payments	236,000	1,598,883	1,772,663
Accretion on asset retirement obligation	11,261	11,086	10,934
Interest accretion	988,530	819,060	725,696
Foreign exchange	99,780	(14,011)	(384,216)
Shares issued for payment of interest on bullion loans	605,775	425,717	429,426
Loss on shares issued for settlement of debt		522,281	141,108
Loss on settlement of lawsuit		95,241
Gain on sale of property, plant and equipment			(2,030)
Non cash directors' fees			75,200
Other receivables	(360,716)	64,205	(74,619)
Inventory	(7,388)	(7,902)	32,119
Prepaid expenses	(4,427)	(41,753)	79,111
Trade, other payables and accrued liabilities	347,912	686,545	(1,201,470)
Cash used in operating activities	(4,817,923)	(2,351,200)	(4,283,489)
Investing
Mineral properties and deferred exploration costs, net of recoveries	(3,027,380)	(1,305,094)	(1,568,614)
Property, plant and equipment, net of proceeds from sale	(24,169)	(7,076)	13,803
Cash used in investing activities	(3,051,549)	(1,312,170)	(1,554,811)
Financing
Proceeds - private placements	8,937,563		5,589,501
Repayment of loans from related parties			(32,686)
Interest on leases	10,965	11,188	25,872
Proceeds from issuance of convertible loans	1,596,401	1,754,291	1,181,993
Proceeds from issuance of gold bullion loans	287,800	1,312,660
Cash provided by financing activities	10,832,729	3,078,139	6,764,680
Net increase (decrease) in cash	2,963,257	(585,231)	926,380
Cash, beginning of year	426,062	1,011,293	84,913
Cash, end of year	3,389,319	426,062	1,011,293
Non-cash transactions:
Share based payments capitalized to mineral properties			16,497
Shares issued pursuant to RSU plan		188,722	1,040,990
Shares issued for interest on gold loans	699,651	612,900	542,447
Shares issued as financing fee for convertible loans	581,181	234,752	92,805
Shares on conversion of loans	2,781,473	792,381
Exercise of warrants - cashless exercise			$ 1,742,000

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Non-controlling Interest (Tables)

12 Months Ended

Aug. 31, 2019

Schedule of Changes to the non-controlling interest

The changes to the non-controlling interest for the year ended August 31, 2019 and 2018 are as follows:

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	700,310		$	900,325
Non-controlling interest’s 45% share of Buckreef’s comprehensive loss		(118,793	)		(202,547	)
Non-controlling interest’s 25% share of NWBM’s comprehensive income (loss)		-			2,532
Balance at end of year	$	581,517		$	700,310

Buckreef [member]

Schedule of summarized financial information

The following is summarized financial information for Buckreef:

	August 31, 2019			August 31, 2018
Current assets	$	522,780		$	673,074
Long term assets	$	22,331,000		$	19,773,205
Current liabilities	$	(16,446	)	$	(22,183	)
Asset retirement obligation	$	(737,404	)	$	(726,143	)
Advances from parent	$	(25,585,385	)	$	(22,374,445	)
Net income (loss) for the year	$	(263,984	)	$	(451,057	)

NWBM [member]

Schedule of summarized financial information

The following is summarized financial information for NWBM:

	August 31, 2019			August 31, 2018
Current assets	$	-		$	-
Long term assets	$	-		$	-
Current liabilities	$	-		$	-
Advances from parent	$	(1,531,491	)	$	(1,502,491	)
Net income (loss) for the year	$	-		$	10,164

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Trade, Other Payables and Accrued Liabilities (Tables)

12 Months Ended

Aug. 31, 2019

Trade Other Payables And Accrued Liabilities

Schedule of Aged analysis of Trade, Other Payables and Accrued Liabilities

The following is an aged analysis of the trade, other payables and accrued liabilities:

	August 31, 2019		August 31, 2018
Less than 1 month	$	839,215	$	704,776
1 to 3 months		403,532		210,648
Over 3 months		4,982,384		4,851,978
Total Trade, Other Payables and Accrued Liabilities	$	6,225,131	$	5,767,402

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Document and Entity Information	12 Months Ended
	Aug. 31, 2019 shares
Document And Entity Information
Entity Registrant Name	Tanzanian Gold Corp
Entity Central Index Key	0001173643
Document Type	20-F
Document Period End Date	Aug. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	false
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	150,391,558
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Entity Shell Company	false

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Taxes (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Taxes Tables Abstract

Schedule of Income Tax Provision

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:

	2019			2018			2017
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	$	(7,769,000	)	$	(1,828,000	)	$	(1,075,000	)
Increase (decrease) in provision for income taxes:
Foreign tax rates different from statutory rate		(816,000	)		(57,000	)		(156,000	)
Permanent differences and other items		(968,000	)		583,000			789,000
Benefit of tax losses not recognized		9,553,000			1,302,000			1,072,000
Provision for income taxes	$	-		$	-		$	-

Schedule of Deferred Tax Assets and Liabilities

The tax effects of significant temporary differences which would comprise deferred income tax assets and liabilities at August 31, 2019 and 2018 are as follows:

Deferred Income Tax Liabilities	Mineral properties			Debt issuance cost			Total
At August 31, 2017	$	(10,822,000	)	$	(126,000	)	$	(10,948,000	)
Charged  to the consolidated statement of comprehensive loss		(293,000	)		(128,000	)		(421,000	)
At August 31, 2018	$	(11,115,000	)	$	(254,000	)	$	(11,369,000	)
Charged  to the consolidated statement of comprehensive loss		460,000			(35,000	)		425,000
At August 31, 2019	$	(10,655,000	)	$	(289,000	)	$	(10,944,000	)
Deferred Income Tax Assets	Non-capital losses			Non-capital losses			Total
At August 31, 2017	$	10,822,000		$	126,000		$	10,948,000
Charged  to the consolidated statement of comprehensive loss		293,000			128,000			421,000
At August 31, 2018	$	11,115,000		$	254,000		$	11,369,000
Charged  to the consolidated statement of comprehensive loss		(460,000	)		35,000			(425,000	)
At August 31, 2019	$	10,655,000		$	289,000		$	10,944,000
Net deferred tax assets (liabilities)	$	-		$	-		$	-

Schedule of temporary difference, unused tax losses and unused tax credits

The following temporary differences have not been recognized in the Company’s consolidated financial statements:

	August 31, 2019		August 31, 2018
Non capital losses	$	91,799,000	$	44,744,000
Property, plant and equipment		217,000		208,000
Capital losses		2,000		127,000
	$	92,018,000	$	45,079,000

Schedule of Net Operation Losses

At August 31, 2019, the Company has non-capital losses of $31,713,000 (2018 - $27,198,000), 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	$	1,711,000
2027		1,388,000
2028		1,512,000
2029		1,967,000
2030		1,427,000
2031		2,378,000
2032		2,496,000
2033		2,352,000
2034		2,195,000
2035		1,983,000
2036		2,050,000
2037		2,866,000
2038		3,735,000
2039		3,653,000
	$	31,713,000

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Mineral Properties and Deferred Exploration

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Mineral Properties and Deferred Exploration

4. 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 Company’s mineral interests in Tanzania are initially held under prospecting licenses granted pursuant to the Mining Act, 2010 (Tanzania) for a period of up to four years, and are renewable two times for a period of up to two years each. Annual rental fees for prospecting licenses are based on the total area of the license measured in square kilometres, multiplied by US$100/sq.km for the initial period, US$150/sq.km for the first renewal and US$200/sq.km for the second renewal. With each renewal at least 50% of the licensed area, if greater than 20 square kilometres, must be relinquished and if the Company wishes to keep the relinquished one-half portion, it must file a new application for the relinquished portion. There is also an initial one-time “preparation fee” of US$500 per license. Upon renewal, there is a renewal fee of US$300 per license.

Section 30 of the Mining Act states that the amount that is to be spent on prospecting operations is to be prescribed by Regulation.

Period	Minimum expenditure (US$)
Initial period (4 years)	$500 per sq km for annum
First renewal (3 years)	$1,000 per sq km for annum
Second renewal (2 years)	$2,000 per sq km for annum

Certain of the Company’s prospecting licenses are currently being renewed.

The Company assessed the carrying value of mineral properties and deferred exploration costs as at August 31, 2019 and recorded a write-down of $22,229,752 during the year ended August 31, 2019 (2018 - $nil, 2017 - $124,717) which is further explained below.

The continuity of expenditures on mineral properties is as follows:

	Buckreef		Kigosi			Itetemia			Luhala
	(a)		(b)			(c)			(d)			Total
Balance, September 1, 2017	$	26,061,442	$	11,903,553		$	5,735,611		$	3,219,697		$	46,920,303
Exploration expenditures:
Camp, field supplies and travel		237,264		39,462			4,494			-			281,220
License fees and exploration and field overhead		687,004		115,597			-			-			802,601
Geological consulting and field wages		191,327		-			-			-			191,327
Geophysical and geochemical		-		-			-			-			-
Property acquisition costs		-		-			-			-			-
Trenching and drilling		14,080		-			-			-			14,080
Recoveries		-		-			-			-			-
Foreign exchange translation		946,218		432,029			208,156			116,920			1,703,323
		2,075,893		587,088			212,650			116,920			2,992,551
		28,137,335		12,490,641			5,948,261			3,336,617			49,912,854
Write-offs		-		-			-			-			-
Balance, August 31, 2018	$	28,137,335	$	12,490,641		$	5,948,261		$	3,336,617		$	49,912,854
Exploration expenditures:
Camp, field supplies and travel		186,634		-			-			-			186,634
License fees and exploration and field overhead		829,148		45,945			-			2,733			877,826
Geological consulting and field wages		71,166		-			-			-			71,166
Geophysical and geochemical		-		-			-			-			-
Property acquisition costs		-		-			-			-			-
Trenching and drilling		2,001,931		-			-			-			2,001,931
Recoveries		-		-			-			-			-
Foreign exchange translation		524,041		232,630			110,783			62,142			929,596
		3,612,920		278,575			110,783			64,875			4,067,153
		31,750,255		12,769,216			6,059,044			3,401,492			53,980,007
Write-offs		-		(12,769,216	)		(6,059,044	)		(3,401,492	)		(22,229,752	)
Balance, August 31, 2019	$	31,750,255	$	-		$	-		$	-		$	31,750,255

(a) Buckreef Gold Project:

On December 21, 2010, the Company announced it was the successful bidder for the Buckreef Gold Mine Re-development Project in northern Tanzania (the “Buckreef Project”). Pursuant to the agreement dated December 16, 2010, the Company paid US$3,000,000 to the State Mining Company (“Stamico”). On October 25, 2011, a Definitive Joint Venture Agreement was entered into with Stamico for the development of the Buckreef Gold Project. Through its wholly-owned subsidiary, Tanzam, the Company holds a 55% interest in the joint venture company, Buckreef Gold Company Limited, with Stamico holding the remaining 45%.

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 Company’s obligations and commitments include completing a preliminary economic assessment, feasibility study and mine development. Stamico’s involvement is to contribute the licences and rights to the property and receive a 45% interest in Buckreef Project.

The joint venture agreement contains an obligation clause regarding the commissioning date for the plant. The clause becomes effective only in the event the property is not brought into production before a specified future date which was originally estimated to be in December 2015. The Company shall be entitled to extend the date for one additional year:  

i) for the extension year, on payment to Stamico of US$500,000;

ii) for the second extension year, on payment to Stamico of US$625,000; and

iii) for each subsequent extension year, on payment to Stamico of US$750,000.

The Company has received a request letter from Stamico regarding the status of the penalty payment and has responded that no penalty is due at this time. The Company has received a subsequent letter from Stamico regarding request for payment. It remains the Company’s position that no penalty is due at this time, but the Company and Stamico have been engaged in settlement discussions to resolve this issue, and a payment of $172,330 has been made in connection with the settlement discussions to be applied towards the amount owing with the remainder to be paid out of proceeds of production.

The Company has recognized a non-controlling interest (NCI) in respect of Stamico’s 45% interest in the consolidated financial statements based on the initial payment by the Company to Stamico and will be adjusted based on annual exploration and related expenditures. Stamico has a free carried interest and does not contribute to exploration expenses.

There is a supervisory board made up of 4 directors of Tanzam and 3 directors of Stamico, whom are updated with periodic reports and review major decisions. Amounts paid to Stamico and subsequent expenditures on the property are capitalized to mineral properties or inventory for costs directly related to the extraction and processing of ore and reported under Buckreef Gold Company Limited.

(b) Kigosi:

The Kigosi Project is principally located within the Kigosi Game Reserve controlled area. Through prospecting and mining option agreements, the Company has options to acquire interests in several Kigosi prospecting licenses (the “Kigosi Mining License”). The Company has an agreement with Stamico providing Stamico a 15% carried interest in the Kigosi Project.

The Kigosi Mining License was granted by the Ministry of Energy and Minerals of Tanzania to Tanzam, (wholly owned subsidiary of Tanzanian). The official signing ceremony of the Kigosi Mining License was held in October 2013 and was attended by the Company and Ministry for Energy and Minerals representatives. The area remains subject to a Game Reserve Declaration Order. Upon repeal or amendment of that order by degazzeting the respective license by the Tanzanian government, the Company will be legally entitled to exercise its rights under the Mineral Rights and Mining Licence.

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 subsequent to year-end. The Company recorded a write off of $12,769,216 related to the property pending the result of the appeal (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $124,717).

(c) Itetemia Project:

Through prospecting and mining option agreements, the Company has options to acquire interests in several ltetemia property prospecting licenses. The licenses are held by the Company; through the Company’s subsidiaries, Tancan or Tanzam. In the case of one prospecting license, Tancan acquired its interest pursuant to the Stamico Venture Agreement dated July 12, 1994, as amended June 18, 2001, July 2005, and October 13, 2008.

Stamico retains a 2% royalty interest as well as a right to earn back an additional 20% interest in the prospecting license by meeting 20% of the costs required to place the property into production. The Company retains the right to purchase one-half of Stamico’s 2% royalty interest in exchange for US$1,000,000.

The Company is required to pay Stamico an annual option fee of US$25,000 per annum until commercial production.

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 subsequent to year-end. The Company recorded a write off of $6,059,044 related to the property pending the result of the appeal (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $nil).

(d) Luhala Project:

The Company has selected a consultant to prepare the resource report for the Luhala Project in anticipation of filing for a Mining License for development of the site. Once funds are available the contract to engage the consultant to carry out the development work will be initiated.

During the year ended August 31, 2019, the Company recorded a write off of $3,401,492 related to the property to reflect the Company’s intentions on focusing and developing the Buckreef project (year ended August 31, 2018 - $nil, year ended August 31, 2017 - $nil)).

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Reserve for Share Based Payments (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Balance, amount	$ 34,326,005	$ 36,254,043	$ 35,156,483
Issue of restricted stock unit
Share based compensation - RSUs		49,981	262,929
Share based compensation - Stock options	236,000	1,614,000	1,725,000
RSU forfeited		(65,098)	(123,569)
Conversion component of convertible loans	174,000	310,000	625,000
Transfer of reserve on conversion of convertible loans
Transfer of reserve on exercise of stock options
Balance, amount	19,663,791	34,326,005	36,254,043
Reserve of share-based payments [member]
Balance, amount	9,394,394	7,674,233	1,066,863
Issue of restricted stock unit		(188,722)	(1,040,990)
Share based compensation - RSUs		49,981	262,929
Share based compensation - Stock options	236,000	1,614,000	1,725,000
RSU forfeited		(65,098)	(123,569)
Conversion component of convertible loans	174,000	310,000	625,000
Transfer of reserve on conversion of convertible loans	(1,402,631)
Transfer of reserve on exercise of stock options	(27,722)
Balance, amount	$ 8,374,041	$ 9,394,394	$ 7,674,233

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Management of Capital (Details Narrative) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Management Of Capital
Total equity attributable to owners of parent	$ 19,082,274	$ 33,625,695

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Capital Stock (Details 3) - RSU [member]	12 Months Ended
	Aug. 31, 2018 $ / shares shares
Balance | shares	520,000
Redeemed for common shares | shares	(385,147)
Forfeited/cancelled | shares	(134,853)
Balance | shares
Balance, weighted average fair value | $ / shares	$ .49
Redeemed for common shares, weighted average fair value | $ / shares	0.49
Forfeited/cancelled, weighted average fair value | $ / shares	0.49
Balance, weighted average fair value | $ / shares

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Summary of Significant Accounting Policies (Details 2)	12 Months Ended
	Aug. 31, 2019
Machinery [member] | Bottom of range [member]
Depreciation rate	20.00%
Machinery [member] | Top of range [member]
Depreciation rate	30.00%
Automotive [member]
Depreciation rate	30.00%
Computer equipment [member]
Depreciation rate	30.00%
Drilling equipment and automotive equipment [member]
Depreciation rate	6.67%
Leasehold improvements [member]
Depreciation rate	20.00%

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Property, Plant and Equipment (Details) - CAD ($)		12 Months Ended
		Aug. 31, 2019	Aug. 31, 2018
As at September 30		$ 1,999,979	$ 2,510,697
Depreciation expense
As at August 31		1,710,575	1,999,979
Drilling equipment [member]
As at September 30			157,525
As at August 31
Automotive [member]
As at September 30		231	6,889
As at August 31		226	231
Computer equipment [member]
As at September 30		17,059	19,265
As at August 31		13,172	17,059
Machinery [member]
As at September 30		157,490	274,057
As at August 31		123,412	157,490
Leasehold improvements [member]
As at September 30		21,073	25,813
As at August 31		38,476	21,073
Heap leach pads [member]
As at September 30		422,157	710,291
As at August 31		116,588	422,157
Construction in progress [member]
As at September 30	[1]	1,381,969	1,316,857
As at August 31	[1]	1,418,701	1,381,969
Gross carrying amount [member]
As at September 30		4,354,126	5,041,105
Additions		26,097	7,076
Disposals		(7,142)	(902,259)
Foreign exchange		102,791	208,204
As at August 31		4,475,872	4,354,126
Gross carrying amount [member] | Drilling equipment [member]
As at September 30			444,825
Additions
Disposals			(462,455)
Foreign exchange			17,630
As at August 31
Gross carrying amount [member] | Automotive [member]
As at September 30		14,783	135,458
Additions
Disposals			(125,595)
Foreign exchange		319	4,920
As at August 31		15,102	14,783
Gross carrying amount [member] | Computer equipment [member]
As at September 30		65,970	63,095
Additions		4,950	3,731
Disposals		(7,142)	(3,484)
Foreign exchange		1,676	2,628
As at August 31		65,454	65,970
Gross carrying amount [member] | Machinery [member]
As at September 30		1,300,721	1,552,941
Additions
Disposals			(310,725)
Foreign exchange		28,457	58,505
As at August 31		1,329,178	1,300,721
Gross carrying amount [member] | Leasehold improvements [member]
As at September 30		99,832	96,113
Additions		21,147
Disposals
Foreign exchange		3,079	3,719
As at August 31		124,058	99,832
Gross carrying amount [member] | Heap leach pads [member]
As at September 30		1,490,851	1,431,816
Additions
Disposals
Foreign exchange		32,528	59,035
As at August 31		1,523,379	1,490,851
Gross carrying amount [member] | Construction in progress [member]
As at September 30	[1]	1,381,969	1,316,857
Additions	[1]		3,345
Disposals	[1]
Foreign exchange	[1]	36,732	61,767
As at August 31	[1]	1,418,701	1,381,969
Accumulated depreciation and amortisation [member]
As at September 30		2,354,147	2,530,408
Depreciation expense		353,115	386,845
Disposals		(5,214)	(675,377)
Foreign exchange		63,249	112,271
As at August 31		2,765,297	2,354,147
Accumulated depreciation and amortisation [member] | Drilling equipment [member]
As at September 30			287,300
Depreciation expense			10,502
Disposals			(308,660)
Foreign exchange			10,858
As at August 31
Accumulated depreciation and amortisation [member] | Automotive [member]
As at September 30		14,552	128,569
Depreciation expense		12	54
Disposals			(118,667)
Foreign exchange		312	4,596
As at August 31		14,876	14,552
Accumulated depreciation and amortisation [member] | Computer equipment [member]
As at September 30		48,911	43,830
Depreciation expense		7,191	5,757
Disposals		(5,214)	(2,710)
Foreign exchange		1,394	2,034
As at August 31		52,282	48,911
Accumulated depreciation and amortisation [member] | Machinery [member]
As at September 30		1,143,231	1,278,884
Depreciation expense		36,718	60,573
Disposals			(245,340)
Foreign exchange		25,817	49,114
As at August 31		1,205,766	1,143,231
Accumulated depreciation and amortisation [member] | Leasehold improvements [member]
As at September 30		78,759	70,300
Depreciation expense		4,956	5,629
Disposals
Foreign exchange		1,867	2,830
As at August 31		85,582	78,759
Accumulated depreciation and amortisation [member] | Heap leach pads [member]
As at September 30		1,068,694	721,525
Depreciation expense		304,238	304,330
Disposals
Foreign exchange		33,859	42,839
As at August 31		1,406,791	1,068,694
Accumulated depreciation and amortisation [member] | Construction in progress [member]
As at September 30	[1]
Depreciation expense	[1]
Disposals	[1]
Foreign exchange	[1]
As at August 31	[1]

[1] Construction in progress represents construction of the Company's processing plant.

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Taxes (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Disclosure Taxes Details Abstract
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	$ (7,769,000)	$ (1,828,000)	$ (1,075,000)
Foreign tax rates different from statutory rate	(816,000)	(57,000)	(156,000)
Permanent differences and other items	(968,000)	583,000	789,000
Benefit of tax losses not recognized	9,553,000	1,302,000	1,072,000
Provision for income taxes

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Commitments (Details Narrative) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Commitments
Unapaid license fees, accrual	$ 680,000	$ 260,000
Unpaid license fees, potential penalty	$ 211,000	$ 125,000

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Trade, Other Payables and Accrued Liabilities (Details) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Trade, other payables and accrued liabilities	$ 6,225,131	$ 5,767,402
Not later than one month [member]
Trade, other payables and accrued liabilities	839,215	704,776
Later than one month and not later than three months [member]
Trade, other payables and accrued liabilities	403,532	210,648
Later than three months and not later than one year [member]
Trade, other payables and accrued liabilities	$ 4,982,384	$ 4,851,978

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Gold Bullion Loans (Details Narrative)		12 Months Ended
	Aug. 27, 2018 CAD ($) shares	Aug. 31, 2019 CAD ($)	Aug. 31, 2019 USD ($)	Aug. 31, 2018 CAD ($)	Aug. 31, 2018 USD ($)	Aug. 31, 2017 CAD ($)	Aug. 27, 2019 CAD ($)	Aug. 27, 2019 USD ($)	Jun. 08, 2019 $ / shares
Finance income (cost)		$ 605,775		$ 549,213		$ 347,418
Interest accretion expense		988,530		819,060		725,696
Gold bullion loans [member]
Proceeds from loan		287,800		1,310,660
Loan, exercise price per share | $ / shares									$ 0.26
Loans Settled							$ 324,475
Equity issued, settlement of debt, Shares | shares	961,538
Issue of equity, settlement of debt	$ 605,769
Gain (loss) on settlement of debt	$ 281,294
Finance income (cost)		375,921		337,012		297,278
Interest accretion expense		$ 268,280		$ 272,991		$ 449,460
Gold bullion loans [member] | USD
Proceeds from loan			$ 216,857		$ 1,027,727
Loans Settled								$ 250,000

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Reserve for Share Based Payments

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Reserve for share based payments

8. Reserve for share based payments

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	9,394,394		$	7,674,233
Shares issued pursuant to RSU plan		-			(188,722	)
Share based compensation – RSUs		-			49,981
Share based compensation – Stock options		236,000			1,614,000
RSU forfeited		-			(65,098	)
Conversion component of convertible loans		174,000			310,000
Transfer of reserve on conversion of convertible loans		(1,402,631	)		-
Transfer of reserve on exercise of stock options		(27,722	)		-
Balance at end of year	$	8,374,041		$	9,394,394

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Other Receivables

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Other Receivables

12. Other receivables

The Company’s other receivables arise from two main sources: receivables due from related parties and harmonized services tax (“HST”) and value added tax (“VAT”) receivable from government taxation authorities. These are broken down as follows:

	August 31, 2019		August 31, 2018
Receivable from related parties	$	78,439	$	40,086
HST and VAT receivable		526,983		171,837
Other		20,097		52,880
Other Receivables	$	625,519	$	264,803

Below is an aged analysis of the Company’s other receivables:

	August 31, 2019		August 31, 2018
Less than 1 month	$	88,143	$	4,390
1 to 3 months		111,239		47,036
Over 3 months		426,137		213,377
Total Other Receivables	$	625,519	$	264,803

At August 31, 2019, 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 11.

The Company holds no collateral for any receivable amounts outstanding as at August 31, 2019.

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Capital Stock (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Capital Stock Tables Abstract

Schedule of Share Capital Activity

The Company’s Restated Articles of Incorporation authorize the Company to issue an unlimited number of common shares.

	Number		Amount ($)
Balance at September 1, 2017		121,784,619	$	125,174,377
Issued pursuant to Restricted Share Unit Plan		385,147		188,722
Shares issued for interest on gold and convertible loans		1,172,128		612,900
Finders fees on convertible and gold bullion loans (Note 21 and 23)		466,504		234,752
Shares issued for settlement of convertible loans (Note 21 and 23)		1,354,405		792,381
Balance at August 31, 2018		125,162,803	$	127,003,132
Issued for private placements, net of share issue costs		13,435,503		8,911,230
Shares issued for interest on gold and convertible loans		1,836,229		699,651
Shares issued for settlement of convertible and gold loans (Note 21 and 23)		7,789,895		2,781,473
Transfer of conversion component on conversion of convertible loans		-		1,402,631
Finders fees on convertible and gold bullion loans (Note 21 and 23)		686,446		581,181
Stock options exercised		63,333		26,333
Transfer of reserve on exercise of stock options		-		27,722
Warrants exercised		85,127		215,000
Issued in trust for legal appeal (Note 18)		1,332,222		603,556
Balance at August 31, 2019		150,391,558	$	142,251,909

Schedule of warrants outstanding

At August 31, 2019, the following warrants and compensation warrants were outstanding:

	Number of  Warrants	Exercise price	Expiry date
Private placement financing agent warrants - September 26, 2016	214,285	USD$0.9515	September 26, 2021
Private placement financing - September 26, 2016	4,017,857	USD$1.10	September 26, 2021
Private placement financing agent warrants - September 1, 2016	73,616	USD$0.8718	September 1, 2021
Balance,    August 31, 2019	4,305,758	-	-

Schedule of restricted stock units outstanding

The following table summarizes changes in the number of RSUs outstanding:

		Weighted average fair
	Number of RSU’s	value at issue date
Balance, August 31, 2017	520,000	$ 0.49
Redeemed for common shares	(385,147)	$ 0.49
Forfeited/cancelled	(134,853)	$ 0.49
Balance, August 31, 2018 and August 31, 2019	-	$      -

Schedule of Stock Option Outstanding

The continuity of outstanding stock options for the year ended August 31, 2019 and 2018 is as follows:

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2017		3,750,000		$	0.71
Cancelled (i)		(3,750,000	)		(0.71	)
Re-issued (i)		3,750,000			0.40
Granted (ii)		3,682,000			0.43
Balance – August 31, 2018		7,432,000			0.41
Exercised		(63,333	)		(0.42	)
Cancelled		(16,667	)		(0.43	)
Balance – August 31, 2019		7,352,000		$	0.41

Schedule of Options to purchase common shares carry exercise prices and terms to maturity

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)
CAD0.35		100,000		100,000	January 2, 2028	8.34
CAD0.40		3,720,000		2,480,000	September 29, 2026	7.08
CAD0.43		3,532,000		2,354,667	October 11, 2026	7.12
CAD0.41		7,352,000		4,934,667		7.12

(1) Total represents weighted average.

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Significant Accounting Policies (Policies)

12 Months Ended

Aug. 31, 2019

Significant Accounting Policies

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”), Buckreef Gold Company Ltd. (“Buckreef”), and Northwestern Base Metals Company Limited (“NWBM”). 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 continued 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	2019	2018
Tanzam	Tanzania	100%	100%
Tancan	Tanzania	100%	100%
Buckreef	Tanzania	55%	55%
NWBM	Tanzania	75%	75%

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 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 its 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 mineral properties earned prior to the commercial production stage are deducted from capitalized costs.

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 declining balance and straight line methods:

	Rate
Machinery and equipment	20% to 30%
Automotive	30%
Computer equipment	30%
Drilling equipment and automotive equipment	6.67%
Leasehold improvements	20%
Heap leach pads	Over 5 years

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 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 recognised 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 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 period. 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

1. 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.

(1.1) FVTPL

Financial assets are classified at FVTPL if they are acquired for the purpose of selling in the near term. Gains or losses on these items are recognized in net earnings or loss.

(1.2) 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.

(1.3) 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.

(1.4) 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.

2. Financial liabilities

For financial liabilities, IFRS 9 retains most of the IAS 39 requirements and since the Company does not have any financial liabilities designated at FVTPL, the adoption of IFRS 9 did not impact the Company’s accounting policies for financial liabilities. Trade, other payables and accrued liabilities, gold and convertible loans payable, and lease payable are accounted for at amortized cost.

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

3.11 Impairment of non-financial assets

At the 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 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 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 the asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount 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.

Cash and cash equivalents

3.12 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

3.13 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

3.14 Foreign currency transactions

Functional and presentation currency

Items included in the financial statements of each of the Company’s entities 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 Canadian 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 that have a functional currency different from the Company’s presentation currency 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

3.15 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 and the determination of functional currencies.

Inventory

3.16 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

3.17 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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Other Receivables (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Other Receivables Tables Abstract

Schedule of Summary of Receivables

The Company’s other receivables arise from two main sources: receivables due from related parties and harmonized services tax (“HST”) and value added tax (“VAT”) receivable from government taxation authorities. These are broken down as follows:

	August 31, 2019		August 31, 2018
Receivable from related parties	$	78,439	$	40,086
HST and VAT receivable		526,983		171,837
Other		20,097		52,880
Other Receivables	$	625,519	$	264,803

Schedule of Aged analysis of Receivables

Below is an aged analysis of the Company’s other receivables:

	August 31, 2019		August 31, 2018
Less than 1 month	$	88,143	$	4,390
1 to 3 months		111,239		47,036
Over 3 months		426,137		213,377
Total Other Receivables	$	625,519	$	264,803

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Commitments and Contingencies

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Commitments and Contingencies

18. Commitments and Contingencies

Commitments:

In order to maintain the existing site of mining and exploration licenses, the Company is required to pay annual license fees. The Company has not paid certain of its annual license fees since October 2014 with exception of Buckreef and Kigosi mining licenses. As at August 31, 2019 an accrual of $680,000 (August 31, 2018 - $260,000) has been recorded relating to unpaid license fees and resultant penalties. These licenses remain in good standing until a letter of demand is received from Ministry of Energy and Minerals requesting payment of any unpaid license fees plus 50% penalty, and the Company fails to respond within 30 days. The Company has not received a letter of demand. The potential penalty relating to unpaid license fees is approximately $211,000 (August 31, 2018 - $125,000). The Company has recorded an accrual for all valid and active mining licenses.

Contingencies:

Due to the size, complexity and nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events.

On January 19, 2018, Crede CG III, LTD (“Crede”) filed suit against the Company in the Supreme Court of the State of New York, County of New York, claiming, among other things, breach of contract for failure to allow Crede to exercise 1,300,000 Series A Warrants, as described in Note 5, to acquire 3,100,751 common shares. The Series A Warrants were issued, along with Series B Warrants (the Series A Warrants and Series B Warrants, collectively “Warrants), in connection with a Securities Purchase Agreement entered into on September 1, 2016. In response to the complaint, the Company’s attorneys initiated correspondence with Crede’s attorneys regarding Crede’s January 19, 2018 complaint. On February 27, 2018, Crede dismissed its complaint against us without prejudice. On March 12, 2018, Crede filed suit against the Company in the Supreme Court of the State of New York, County of New York (Index No. 651156/2018) (“State Claim”), claiming breach of contract (including specific performance and injunctive relief); declaratory judgment that the Securities Purchase Agreement and Warrants are binding obligations; and, in the event injunctive and declaratory relief is not ordered, awarding compensatory and punitive damages, and attorney fees and costs for failure to allow Crede to exercise 500,000 Series B Warrants to acquire 1,332,222 common shares. On August 21, 2019, the Company filed a notice of appeal and seeking a stay of the summary judgement order in the State Claim pending appeal. On October 17, 2019, the court in the State Claim order the delivery of 1,332,222 shares of common stock with an officer designated by the court and that a bond of $200,000 be posted. The Company has appealed the Supreme Court of the State of New York’s authority to require the Company to post a bond. In the event that the Company is required to post the $200,000 and the Company is unable to do so, Crede will have right to sell the 1,332,222 common shares and to exercise its rights under the Securities Purchase Agreement notwithstanding our appeal.

The Federal Claim is in its initial stage and discovery has been initiated. In the event that the Company is forced to allow Crede to exercise the Warrants pursuant to the Supreme Court of the State of New York’s order and/or are subject to damages, the Company may be required to issue additional common shares under the Securities Purchase Agreement. Under the terms of the Securities Purchase Agreement, the maximum number of common shares that may be issued in the transaction is limited to 21,704,630, of which 10,344,487 have been issued. Pursuant to the Securities Purchase Agreement, the Company hasve also agreed to register the common shares that may be issued to Crede pursuant to a registration rights agreement. The issuance of additional common shares will have a dilutive effect to our shareholders and the payment of damages and legal expenses may adversely affect the Company’s financial condition.

While the outcomes of this matter is uncertain, based upon the information currently available, the Company does not believe that these matters in aggregate will have a material adverse effect on its consolidated financial position, cash flows or results of operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

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Finance Costs

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Finance Costs

22. Finance costs

Finance costs comprises of the following:

	Year ended August 31, 2019		Year ended August 31, 2018		Year ended August 31, 2017
Interest on Gold Bullion Loans (Note 21)	$	375,921	$	337,012	$	293,278
Interest on Convertible Loans (Note 23)		229,854		212,201		54,140
	$	605,775	$	549,213	$	347,418

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Capital Stock (Details 5)	12 Months Ended
	Aug. 31, 2019 $ / shares
Exercise price	$ 0.41
Number of options outstanding	7,352,000
Number of options exercisable	4,934,667
Remaining contractual life	7 years 1 month 13 days	[1]
Range 1 [Member]
Exercise price	$ 0.35
Number of options outstanding	100,000
Number of options exercisable	100,000
Remaining contractual life	8 years 4 months 2 days	[1]
Range 2 [Member]
Exercise price	$ 0.40
Number of options outstanding	3,720,000
Number of options exercisable	2,480,000
Remaining contractual life	7 years 28 days	[1]
Range 3 [Member]
Exercise price	$ 0.43
Number of options outstanding	3,532,000
Number of options exercisable	2,354,667
Remaining contractual life	7 years 1 month 13 days	[1]

[1] Total represents weighted average.

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Related Party Transactions and Key Management Compensation (Details 2) - CAD ($)		12 Months Ended
		Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Fees, salaries and benefits	[1]	$ 687,889	$ 748,369	$ 636,727
Share based payments	[2],[3]		1,187,348	1,848,639
Key management personnel of entity or parent [member]
Fees, salaries and benefits	[1]	576,264	636,744	525,102
Share based payments	[2],[3]		773,348	1,175,439
Directors [Member]
Fees, salaries and benefits	[1]	111,625	111,625	111,625
Share based payments	[2],[3]		$ 414,000	$ 673,200

[1] Salaries and benefits include 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 RSU's for their services.

[2] All stock option share based compensation is based on the accounting expense recorded in the year.

[3] Compensation shares may carry restrictive legends.

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Other Receivables (Details) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Disclosure Other Receivables Details Abstract
Receivable from related parties	$ 78,439	$ 40,086
HST and VAT receivable	526,983	171,837
Other	20,097	52,880
Other Receivables	$ 625,519	$ 264,803

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Basis of Preparation

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

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, 2019.

These consolidated financial statements were approved and authorized by the Board of Directors of the Company on November 26, 2019.

2.2 Basis of presentation

The consolidated financial statements of the Company as at and for the years ended August 31, 2019 and 2018 comprise of the Company and its subsidiaries (together referred to as 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.

2.3 Adoption of new and revised standards and interpretations

Adoption of New Accounting Standards

The adoption of the following new standards, interpretations and amendments where included in the financial statements for the year beginning September 1, 2018.

IFRS 9 Financial Instruments (“IFRS 9”) – In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9’s key changes include but are not limited to eliminating the previous IAS 39 categories for financial assets of held to maturity, loans and receivables, and available for sale and (ii) replacing IAS 39’s incurred loss model with the expected credit loss model in evaluating certain financial assets for impairment. In implementing IFRS 9, the Company updated the financial instrument classifications within its accounting policy as follows:

	IAS 39	IFRS 9
Cash	Fair Value through profit or loss	Fair Value through profit or loss
Other receivables	Loans and Receivables, measured at amortized cost	Amortized cost
Accounts payable and accrued liabilities, leases payable, convertible loan, gold bullion loans	Financial liabilities at amortized cost	Financial liabilities at amortized cost

There was no material impact on the Company’s consolidated financial statements upon adoption of this standard.

IFRS 15 Revenue From Contracts with Customers

The Company has adopted all of the requirements of IFRS 15 as of September 1, 2018. IFRS 15 replaced IAS 18 Revenue, IAS 11 Construction Contracts, and related interpretations on revenue. The Company has used the modified retrospective transition method, which had no impact on the Company’s consolidated financial statements as the Company has not yet reached commercial production and had no revenue recorded in the financial statements. The following is the Company’s new accounting policy for revenue recognition under IFRS 15: 

Revenue recognition

During the development stage of a mine up until the determination of commercial production, incidental revenues earned are credited against the mineral property and deferred development costs. Once commercial production is declared, revenue from the sales of gold and silver is recognized based on the identification of contracts with a customer, the determination of performance obligation under the contract and the related transaction price, and the point at which the Company satisfies its performance obligation.

New standards and interpretations to be adopted in future

At the date of authorization of these Financial Statements, the IASB and IFRIC has issued the following new and revised standards and interpretations which are not yet effective for the relevant reporting periods and which the Company has not early adopted these standards, amendments and interpretations.

IFRS 16 - In 2016, the IASB issued IFRS 16, Leases (“IFRS 16”), replacing IAS 17, Leases and related interpretations. The standard introduces a single on-balance sheet recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessors continue to classify leases as finance and operating leases. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019, and is to be applied retrospectively. The Company is assessing the impact of the implementation of IFRS 16 on its consolidated financial statements, but does not anticipate that the impact will be significant.

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Finance Costs (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Finance Costs Tables Abstract

Schedule of Finance Costs

Finance costs comprises of the following:

	Year ended August 31, 2019		Year ended August 31, 2018		Year ended August 31, 2017
Interest on Gold Bullion Loans (Note 21)	$	375,921	$	337,012	$	293,278
Interest on Convertible Loans (Note 23)		229,854		212,201		54,140
	$	605,775	$	549,213	$	347,418

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Segmented Information (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Segmented Information Tables Abstract

Schedule of operating 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, 2019		As at August 31, 2018
Identifiable assets
Canada	$	3,567,316	$	373,960
Tanzania		34,551,609		52,861,180
	$	38,118,925	$	53,235,140
Non-current assets
Canada	$	14,731	$	9,757
Tanzania		33,968,878		51,903,076
	$	33,983,609	$	51,912,833

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Consolidated Statements of Comprehensive Loss - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Administrative expenses
Depreciation	$ 353,115	$ 386,845	$ 421,983
Consulting	1,159,991	938,569	805,943
Directors' fees	111,625	111,625	186,826
Office and general	185,268	121,757	197,457
Shareholder information	378,177	343,658	476,285
Professional fees	1,666,920	845,924	754,738
Salaries and benefits	718,669	605,659	458,700
Share based payments	236,000	1,598,883	1,772,663
Travel and accommodation	43,052	24,335	31,267
Operating expense	(4,852,817)	(4,977,255)	(5,105,862)
Other income (expenses)
Foreign exchange gain	(207,042)	126,583	161,593
Interest, net	(17,784)	(15,518)	(22,528)
Interest accretion	(988,530)	(819,060)	(725,696)
Accretion on asset retirement obligation	(11,261)	(11,086)	(10,934)
Finance costs	(605,775)	(549,213)	(347,418)
Exploration costs	(190,786)	(22,625)	(53,194)
Interest on leases	(10,248)	(10,034)	(24,362)
Gain (loss) on disposal of property, plant and equipment		(775)	2,030
Loss on settlement of lawsuit	(154,316)	(95,241)
Loss on shares issued for settlement of debt		(522,226)	(141,108)
Write off of mineral properties and deferred exploration costs	(22,229,752)		(124,717)
Withholding tax costs	(49,206)	(947)	(41,916)
Net loss	(29,317,517)	(6,897,397)	(6,434,112)
Other comprehensive loss
Foreign currency translation	641,879	1,420,443	(2,176,352)
Comprehensive loss	(28,675,638)	(5,476,954)	(8,610,464)
Parent	(29,198,724)	(6,697,382)	(5,965,758)
Non-controlling interests	(118,793)	(200,015)	(468,354)
Net loss	(29,317,517)	(6,897,397)	(6,434,112)
Parent	(28,964,484)	(6,116,153)	(7,983,689)
Non-controlling interests	288,846	639,199	(626,775)
Comprehensive income	$ (28,675,638)	$ (5,476,954)	$ (8,610,464)
Loss per share - basic and diluted attributable to Parent (in CAD per share)	$ (0.22)	$ (0.06)	$ (0.05)
Weighted average # of shares outstanding - basic and diluted (in shares)	136,050,492	122,905,190	117,699,647

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Asset Retirement Obligation (Details Narrative)	12 Months Ended
	Aug. 31, 2019 CAD ($)
Disclosure Asset Retirement Obligation Details Narrative Abstract
Future retirement costs	$ 522,000
Risk free interest rate, retirement obligations	1.58%
Annual inflation assumption	1.50%

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Taxes (Details 3) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Temporary Differences	$ 92,018,000	$ 45,079,000
Non-capital losses [member]
Temporary Differences	91,799,000	44,744,000
Property, plant and equipment [member]
Temporary Differences	217,000	208,000
Capital losses [member]
Temporary Differences	$ 2,000	$ 127,000

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Convertible Loans (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Balance	$ 2,875,420
Proceeds from issuance of convertible loans	1,596,401	$ 1,754,291	$ 1,181,993
Interest accretion	988,530	819,060	725,696
Balance	1,929,244	2,875,420
Convertible loans [member]
Balance	2,875,420	865,656
Proceeds from issuance of convertible loans	1,596,401	1,754,291
Conversion of convertible loan to shares	(2,614,343)	(131,028)
Less: conversion component of convertible loans	(141,000)	(159,000)
Less: finders fee	(494,000)	(135,000)
Interest accrued	229,854	212,201
Issuance of shares for interest payment	(206,962)	(155,487)
Interest accretion	720,250	549,069	276,234
Foreign exchange translation adjustment	(36,376)	74,718
Balance	$ 1,929,244	$ 2,875,420	$ 865,656

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Cash (Details Narrative) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017	Aug. 31, 2016
Disclosure Cash Details Narrative Abstract
Total cash	$ 3,389,319	$ 426,062	$ 1,011,293	$ 84,913

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Other Receivables (Details 2) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Other receivables	$ 625,519	$ 264,803
Not later than one month [member]
Other receivables	88,143	4,390
Later than one month and not later than three months [member]
Other receivables	111,239	47,036
Later than three months and not later than one year [member]
Other receivables	$ 426,137	$ 213,377

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Non-controlling Interest (Details 2) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Current assets	$ 4,135,316	$ 1,322,307
Long term assets	33,983,609	51,912,833
Current Liabilities	13,231,286	13,332,992
Asset retirement obligation	737,404	726,143
Net loss	(29,317,517)	(6,897,397)	$ (6,434,112)
Non-controlling interests [member]
Net loss	(118,793)	(200,015)	$ (468,354)
Non-controlling interests [member] | Buckreef [member]
Current assets	522,780	673,074
Long term assets	22,331,000	19,773,205
Current Liabilities	(16,446)	22,183
Asset retirement obligation	(737,404)	726,143
Advances from parent	(25,585,385)	(22,374,445)
Net loss	(263,984)	(451,057)
Non-controlling interests [member] | NWBM [member]
Current assets
Long term assets
Current Liabilities
Advances from parent	(1,531,491)	(1,502,491)
Net loss		$ 10,164

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Mineral Properties and Deferred Exploration (Details 2) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Balance	$ 49,912,854	$ 46,920,303
Camp, field supplies and travel	186,634	281,220
License fees and exploration and field overhead	877,826	802,601
Geological consulting and field wages	71,166	191,327
Geophysical and geochemical
Property acquisition costs
Trenching and drilling	2,001,931	14,080
Recoveries
Foreign exchange translation	929,596	1,703,323
Change in Exploration and Evaluation Expenses	4,067,153	2,992,551
Balance before Write-offs	53,980,007	49,912,854
Write-offs	(22,229,752)		$ (124,717)
Balance	31,750,255	49,912,854	46,920,303
Buckreef Gold Project [member]
Balance	28,137,335	26,061,442
Camp, field supplies and travel	186,634	237,264
License fees and exploration and field overhead	829,148	687,004
Geological consulting and field wages	71,166	191,327
Geophysical and geochemical
Property acquisition costs
Trenching and drilling	2,001,931	14,080
Recoveries
Foreign exchange translation	524,041	946,218
Change in Exploration and Evaluation Expenses	3,612,920	2,075,893
Balance before Write-offs	31,750,255	28,137,335
Write-offs
Balance	31,750,255	28,137,335	26,061,442
Kigosi Project [member]
Balance	5,948,261	5,735,611
Camp, field supplies and travel		4,494
License fees and exploration and field overhead	45,945
Geological consulting and field wages
Geophysical and geochemical
Property acquisition costs
Trenching and drilling
Recoveries
Foreign exchange translation	232,630	208,156
Change in Exploration and Evaluation Expenses	278,575	212,650
Balance before Write-offs	12,769,216	5,948,261
Write-offs	(12,769,216)
Balance		5,948,261	5,735,611
Itelemia Project [member]
Balance	3,336,617	3,219,697
Camp, field supplies and travel
License fees and exploration and field overhead
Geological consulting and field wages
Geophysical and geochemical
Property acquisition costs
Trenching and drilling
Recoveries
Foreign exchange translation	110,783	116,920
Change in Exploration and Evaluation Expenses	110,783	116,920
Balance before Write-offs	6,059,044	3,336,617
Write-offs	(6,059,044)
Balance		3,336,617	3,219,697
Luhala Project [member]
Balance	12,490,641	11,903,553
Camp, field supplies and travel		39,462
License fees and exploration and field overhead	2,733	115,597
Geological consulting and field wages
Geophysical and geochemical
Property acquisition costs
Trenching and drilling
Recoveries
Foreign exchange translation	62,142	432,029
Change in Exploration and Evaluation Expenses	64,875	587,088
Balance before Write-offs	3,401,492	12,490,641
Write-offs	(3,401,492)
Balance		$ 12,490,641	$ 11,903,553

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Capital Stock (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Balance, amount	$ 34,326,005	$ 36,254,043	$ 35,156,483
Issued for private placements, net of share issue costs, amount	8,911,230		5,589,501
Issued pursuant to Restricted Share Unit Plan, amount
Issued pursuant to Restricted Share Unit Plan, number (in shares)		385,147
Shares issued for interest on gold loans, amount	699,651	$ 612,900	542,447
Finders fees on convertible loans, amount	581,181		92,805
Shares issued for settlement of leases, amount	2,781,473	792,381
Transfer of conversion component on conversion of convertible loans
Stock options exercised	26,333		1,742,000
Transfer of reserve on exercise of stock options
Shares issued for settlement of convertible loans, amount		792,381	49,166
Exercise of warrants, amount
Balance, amount	19,663,791	34,326,005	36,254,043
Issued capital [member]
Balance, amount	$ 127,003,132	$ 125,174,377	$ 122,380,723
Balance, number (in shares)	125,162,803	121,784,619	109,068,492
Issued for private placements, net of share issue costs, amount	$ 8,911,230		$ 5,589,501
Issued for private placements, net of share issue costs, number (in shares)	13,435,503		7,197,543
Issued pursuant to Restricted Share Unit Plan, amount		$ 188,722	$ 1,040,990
Issued pursuant to Restricted Share Unit Plan, number (in shares)		385,147	695,991
Shares issued for interest on gold loans, amount	$ 699,651	$ 612,900	$ 542,447
Shares issued for interest on gold loans, number (in shares)	1,836,229	1,172,128	814,089
Finders fees on convertible loans, amount	$ 581,181	$ 234,752	$ 92,805
Finders fees on convertible loans, number (in shares)	686,446	466,504	132,577
Shares issued for settlement of leases, amount	$ 2,781,473		$ 288,747
Shares issued for settlement of leases, number (in shares)	7,789,895		458,329
Transfer of conversion component on conversion of convertible loans	$ 1,402,631
Stock options exercised	$ 26,333		$ 1,742,000
Stock options exercised (in Shares)	63,333		3,146,944
Transfer of reserve on exercise of stock options	$ 27,722
Shares issued for settlement of convertible loans, amount		$ 792,381	$ 49,166
Shares issued for settlement of convertible loans, number (in shares)		1,354,405	83,333
Exercise of warrants, amount	$ 215,000
Exercise of warrants, number (in shares)	85,127
Balance, amount	$ 142,251,909	$ 127,003,132	$ 125,174,377
Balance, number (in shares)	150,391,558	125,162,803	121,784,619

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Reserve for Share Based Payments (Tables)

12 Months Ended

Aug. 31, 2019

Reserve For Share Based Payments

Disclosure of share-based payment arrangement activity [text block]

Year ended	August 31, 2019			August 31, 2018
Balance at beginning of year	$	9,394,394		$	7,674,233
Shares issued pursuant to RSU plan		-			(188,722	)
Share based compensation – RSUs		-			49,981
Share based compensation – Stock options		236,000			1,614,000
RSU forfeited		-			(65,098	)
Conversion component of convertible loans		174,000			310,000
Transfer of reserve on conversion of convertible loans		(1,402,631	)		-
Transfer of reserve on exercise of stock options		(27,722	)		-
Balance at end of year	$	8,374,041		$	9,394,394

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Mineral Properties and Deferred Exploration (Tables)

12 Months Ended

Aug. 31, 2019

Mineral Properties And Deferred Exploration

Schedule of prospecting operations

Section 30 of the Mining Act states that the amount that is to be spent on prospecting operations is to be prescribed by Regulation.

Period	Minimum expenditure (US$)
Initial period (4 years)	$500 per sq km for annum
First renewal (3 years)	$1,000 per sq km for annum
Second renewal (2 years)	$2,000 per sq km for annum

Schedule of continuity of expenditures on mineral properties

The continuity of expenditures on mineral properties is as follows:

	Buckreef		Kigosi			Itetemia			Luhala
	(a)		(b)			(c)			(d)			Total
Balance, September 1, 2017	$	26,061,442	$	11,903,553		$	5,735,611		$	3,219,697		$	46,920,303
Exploration expenditures:
Camp, field supplies and travel		237,264		39,462			4,494			-			281,220
License fees and exploration and field overhead		687,004		115,597			-			-			802,601
Geological consulting and field wages		191,327		-			-			-			191,327
Geophysical and geochemical		-		-			-			-			-
Property acquisition costs		-		-			-			-			-
Trenching and drilling		14,080		-			-			-			14,080
Recoveries		-		-			-			-			-
Foreign exchange translation		946,218		432,029			208,156			116,920			1,703,323
		2,075,893		587,088			212,650			116,920			2,992,551
		28,137,335		12,490,641			5,948,261			3,336,617			49,912,854
Write-offs		-		-			-			-			-
Balance, August 31, 2018	$	28,137,335	$	12,490,641		$	5,948,261		$	3,336,617		$	49,912,854
Exploration expenditures:
Camp, field supplies and travel		186,634		-			-			-			186,634
License fees and exploration and field overhead		829,148		45,945			-			2,733			877,826
Geological consulting and field wages		71,166		-			-			-			71,166
Geophysical and geochemical		-		-			-			-			-
Property acquisition costs		-		-			-			-			-
Trenching and drilling		2,001,931		-			-			-			2,001,931
Recoveries		-		-			-			-			-
Foreign exchange translation		524,041		232,630			110,783			62,142			929,596
		3,612,920		278,575			110,783			64,875			4,067,153
		31,750,255		12,769,216			6,059,044			3,401,492			53,980,007
Write-offs		-		(12,769,216	)		(6,059,044	)		(3,401,492	)		(22,229,752	)
Balance, August 31, 2019	$	31,750,255	$	-		$	-		$	-		$	31,750,255

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Capital Stock

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Capital Stock

6. Capital Stock

Share Capital

The Company’s Restated Articles of Incorporation authorize the Company to issue an unlimited number of common shares.

	Number		Amount ($)
Balance at September 1, 2017		121,784,619	$	125,174,377
Issued pursuant to Restricted Share Unit Plan		385,147		188,722
Shares issued for interest on gold and convertible loans		1,172,128		612,900
Finders fees on convertible and gold bullion loans (Note 21 and 23)		466,504		234,752
Shares issued for settlement of convertible loans (Note 21 and 23)		1,354,405		792,381
Balance at August 31, 2018		125,162,803	$	127,003,132
Issued for private placements, net of share issue costs		13,435,503		8,911,230
Shares issued for interest on gold and convertible loans		1,836,229		699,651
Shares issued for settlement of convertible and gold loans (Note 21 and 23)		7,789,895		2,781,473
Transfer of conversion component on conversion of convertible loans		-		1,402,631
Finders fees on convertible and gold bullion loans (Note 21 and 23)		686,446		581,181
Stock options exercised		63,333		26,333
Transfer of reserve on exercise of stock options		-		27,722
Warrants exercised		85,127		215,000
Issued in trust for legal appeal (Note 18)		1,332,222		603,556
Balance at August 31, 2019		150,391,558	$	142,251,909

Activity during the year ended August 31, 2019:

During the year ended August 31, 2019, the Company completed the sale of 13,435,503 common shares at an average price of US $0.53 per common share, raising an aggregate net proceeds, net of share issue costs of $349,709, of $8,911,230 (US $7,158,934).

During the year ended August 31, 2019, 257,143 warrants expiring on December 9, 2019 were exercised by way of cashless exercise into 85,127 common shares of the Company which resulted in the transfer of the associated value of $215,000 from reserve for warrants to share capital.

During the year ended August 31, 2019, 1,836,229 shares were issued at an average price of $0.38 per share for total issued value of $699,969 for payment of interest (see Notes 21 and 23 for details).

During the year ended August 31, 2019, the Company issued 686,446 common shares at a price of $0.85 per share for total issued value of $581,181 for payment of finders fees in connection with the convertible and gold bullion loans (see Notes 21 and 23 for details).

Activity during the year ended August 31, 2018:

During the year ended August 31, 2018, 385,147 shares were issued pursuant to the Company’s Restricted Share Unit Plan at an average price of $0.49 for total issued value $188,722.

During the year ended August 31, 2018, 1,172,128 shares were issued at an average price of $0.52 per share for total issued value of $612,900 for payment of interest of $425,717, resulting in a loss of $187,183, in connection with the gold loans and convertible loans (see Notes 21 and 23 for details).

During the year ended August 31, 2018, the Company issued 466,504 common shares at a price of $0.50 per share for total issued value of $234,752 for payment of finders fees in connection with the convertible loans (see Note 23 for details).

Warrant issuances:

Activity during the year ended August 31, 2019:

There were no warrant issuances during the year ended August 31, 2019.

Activity during the year ended August 31, 2018:

There were no warrant issuances during the year ended August 31, 2018.

Warrants and Compensation Options outstanding:

At August 31, 2019, the following warrants and compensation warrants were outstanding:

	Number of  Warrants	Exercise price	Expiry date
Private placement financing agent warrants - September 26, 2016	214,285	USD$0.9515	September 26, 2021
Private placement financing - September 26, 2016	4,017,857	USD$1.10	September 26, 2021
Private placement financing agent warrants - September 1, 2016	73,616	USD$0.8718	September 1, 2021
Balance,    August 31, 2019	4,305,758	-	-

The outstanding warrants have weighted average price of US$1.09 and weighted average remaining contractual life of 2.07 years.

Warrant liability:

Foreign currency denominated warrants (not including compensation warrants), are considered a derivative as they are not indexed solely to the entity’s own stock.

The warrant liability at August 31, 2019 and August 31, 2018 relates to the 4,017,857 warrants that which were issued as part of the September 26, 2016 private placement and are exercisable at the option of the holder into common shares that have a current market value of approximately $4,850,000, for no consideration. This cashless exercise right is only in effect if the current market price is less than the exercise price of US$1.10.

On August 18, 2019, the Company was required by the Supreme Court of the State of New York, County of New York, as a condition for its appeal more fully described in note 18, to deposit 1,332,222 common shares in the name of Crede CG III, Ltd. with the court pending appeal to serve as security in the event that the Company is unsuccessful with its appeal. As a result, the Company decreased the liability as at August 31, 2019 by the amount of shares held as a deposit in trust and reduced the liability to $4,486,444.

Restricted share units:

The Restricted Stock Unit Plan (the “RSU Plan”) is intended to enhance the Company’s and its affiliates’ abilities to attract and retain highly qualified officers, directors, key employees and other persons, and to motivate such officers, directors, key employees and other persons to serve the Company and its affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the RSU Plan provides for the grant of restricted stock units (RSUs). Each RSU represents an entitlement to one common share of the Company, upon vesting. Under the RSU Plan, a maximum of 2,500,000 shares are authorized for issuance. RSU awards may, but need not, be subject to performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms of the RSU Plan. Any such performance goals are specified in the award agreement.

The Board of Directors implemented the RSU Plan under which officers, directors, employees and others are compensated for their services to the Company. Annual compensation for outside directors is $68,750 per year, plus $6,875 per year for serving on Committees, plus $3,437 per year for serving as Chair of a Committee. On April 11, 2012, the board approved that at the election of each individual director, up to one half of the annual compensation may be received in cash, paid quarterly. The remainder of the director’s annual compensation (at least one half, and up to 100%) will be awarded as RSUs in accordance with the terms of the RSU Plan and shall vest within a minimum of one (1) year and a maximum of three (3) years, at the election of the director, subject to the conditions of the RSU Plan with respect to earlier vesting. In 2012, the outside directors had the option to elect to receive 100% of their compensation in RSUs. If 100% compensation in RSUs is elected, the compensation on which the number of RSUs granted in excess of the required one half shall be increased by 20%.

The Company uses the fair value method to recognize the obligation and compensation expense associated with the RSU’s. The fair value of RSU’s issued is determined on the grant date based on the market price of the common shares on the grant date multiplied by the number of RSUs granted. The fair value is expensed over the vesting term. Upon redemption of the RSU the carrying amount is recorded as an increase in common share capital and a reduction in the share based payment reserve.

Of the 2,500,000 shares authorized for issuance under the RSU Plan, 2,500,000 (August 31, 2018 - 2,500,000) shares have been issued as at August 31, 2019.

Total share-based payment expense related to the issue of RSUs was $nil for the year ended August 31, 2019 (2018 - $49,981, 2017 - $262,931). The amount capitalized to mineral properties for the year ended August 31, 2019 was $nil (2018 - $nil, 2017 - $16,497). The amount charged to directors fees for the year ended August 31, 2019 was $nil (2018 - $nil, 2017 - $75,200). During the year ended August 31, 2019, RSUs were forfeited resulting in $nil (2018 - $65,098, 2017 - 2017 - $123,571) in a reduction in share-based compensation expense related to the reversal of the expense related to forfeited RSUs.

The following table summarizes changes in the number of RSUs outstanding:

		Weighted average fair
	Number of RSU’s	value at issue date
Balance, August 31, 2017	520,000	$ 0.49
Redeemed for common shares	(385,147)	$ 0.49
Forfeited/cancelled	(134,853)	$ 0.49
Balance, August 31, 2018 and August 31, 2019	-	$      -

Stock options:

The Company has a stock option plan (the “Plan”) under which the Company may grant options to directors, officers, employees and consultants. The maximum number of common shares reserved for issue under the Plan at any point in time may not exceed 10% of the number of shares issued and outstanding. The purpose of the Plan is to attract, retain and motivate directors, officers, employees, and certain third party service providers by providing them with the opportunity to acquire a proprietary interest in the Company and benefit from its growth. Options granted under the Plan are non-assignable and vest over various terms up to 24 months from the date of grant. As at August 31, 2019, the Company had 7,687,155 (August 31, 2018 – 5,084,280) options available for issuance under the Plan.

The continuity of outstanding stock options for the year ended August 31, 2019 and 2018 is as follows:

	Number of stock options			Weighted average exercise price per share
Balance – August 31, 2017		3,750,000		$	0.71
Cancelled (i)		(3,750,000	)		(0.71	)
Re-issued (i)		3,750,000			0.40
Granted (ii)		3,682,000			0.43
Balance – August 31, 2018		7,432,000			0.41
Exercised		(63,333	)		(0.42	)
Cancelled		(16,667	)		(0.43	)
Balance – August 31, 2019		7,352,000		$	0.41

(i) On November 28, 2016, the Company granted 3,750,000 stock options to directors, officers and employees of the Company. The options are exercisable at CAD$0.71 per share expiring on November 28, 2025. The resulting fair value of $2,133,000 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 84%; a risk-free interest rate of 0.95% and an expected average life of 9 years. Volatility and expected life were based on historical experience. The options are subject to a vesting period whereby 1/3 of the options vest immediately, 1/3 vest on September 1, 2017 with the remaining 1/3 vesting on September 1, 2018.

Share based payments based on the portion vested during the year ended August 31, 2019 amounted to $nil (2018 - $408,000, 2017 - $1,725,000).

Cancellation and re-issue of options:

On October 11, 2017, the Company cancelled the options originally issued on November 28, 2016 and re-issued the same number of options at an exercise price of CAD$0.40 per share, with 1/3 of the options vesting immediately, 1/3 vesting on October 11, 2018 with the remaining 1/3 vesting on October 11, 2019. The options expire on October 11, 2026.

The new options issued were accounted for as modifications in accordance with IFRS 2, where the incremental value was recorded as additional cost measured by the difference between the fair value of the cancelled options calculated on the modification date and the value of the reissued options at the modification date.   The modification resulted in an increased value of $240,000. The amount is recognized over the vesting period of the reissued option.   Any remaining cost for the unvested cancelled options is recognized over the new vesting period.

Share based payments based on the portion vested during the year ended August 31, 2019 amounted to $nil (2018 - $240,000, 2017 - $nil).

(ii) On September 29, 2017, the Company granted 3,582,000 stock options to directors, officers and employees of the Company. The options are exercisable at CAD$0.43 per share expiring on September 29, 2026. The resulting fair value of $1,183,000 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 76%; a risk-free interest rate of 1.98% and an expected average life of 9 years. Volatility and expected life were based on historical experience. The options are subject to a vesting period whereby 1/3 of the options vest immediately, 1/3 vest on September 29, 2018 with the remaining 1/3 vesting on September 29, 2019.

Share based payments based on the portion vested during the year ended August 31, 2019 amounted to $233,000 (2018 - $939,000, 2017 - $nil).

(iii) On January 2, 2018, the Company granted 100,000 stock options to a consultant of the Company. The options are exercisable at CAD$0.35 per share expiring on January 2, 2028. The resulting fair value of $31,000 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 96%; a risk-free interest rate of 2.08% and an expected average life of 10 years. Volatility and expected life were based on historical experience. The options are subject to a vesting period whereby 1/4 of the options vest every three months through to January 2, 2019.

Share based payments based on the portion vested during the year ended August 31, 2019 amounted to $3,000 (2018 - $27,000, 2017 - $nil).

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)
CAD0.35		100,000		100,000	January 2, 2028	8.34
CAD0.40		3,720,000		2,480,000	September 29, 2026	7.08
CAD0.43		3,532,000		2,354,667	October 11, 2026	7.12
CAD0.41		7,352,000		4,934,667		7.12

(1) Total represents weighted average.

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Management of Capital

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Management of Capital

10. Management of Capital

The Company’s objective when managing capital is to obtain adequate levels of funding to support its exploration 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 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, 2019. 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, 2019 totaled $19,082,274 (August 31, 2018 - $33,625,695).

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.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

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 Canadian financial institutions and Canadian treasury deposits.

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Trade, Other Payables and Accrued Liabilities

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Trade, Other Payables and Accrued Liabilities

14. 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, 2019		August 31, 2018
Less than 1 month	$	839,215	$	704,776
1 to 3 months		403,532		210,648
Over 3 months		4,982,384		4,851,978
Total Trade, Other Payables and Accrued Liabilities	$	6,225,131	$	5,767,402

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Convertible Loans (Details Narrative)			12 Months Ended
	Aug. 27, 2018 CAD ($) shares	Jul. 19, 2017 CAD ($) shares	Aug. 31, 2019 CAD ($) shares	Aug. 31, 2019 USD ($) shares	Aug. 31, 2018 CAD ($)	Aug. 31, 2018 USD ($)	Aug. 31, 2017 CAD ($)	Aug. 31, 2019 USD ($)	Aug. 27, 2018 USD ($)	Jul. 19, 2017 USD ($)
Interest accretion expense			$ 988,530		$ 819,060		$ 725,696
Convertible loans [member]
Proceeds from loan			1,596,401		1,754,291
Loans, finder's fee, Common Shares issued			494,000		135,000
Loans Settled			$ 2,614,343
Equity issued, settlement of debt, Shares | shares	392,867	83,333	7,387,818	7,387,818
Issue of equity, settlement of debt	$ 184,832	$ 49,166
Gain (loss) on settlement of debt	$ 53,804	$ 13,909
Interest accretion expense			$ 720,250		$ 549,069		$ 276,234
Convertible loans [member] | USD
Proceeds from loan				$ 1,230,799		$ 1,389,710
Loans Settled								$ 2,028,768	$ 100,776	$ 50,000

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Segmented Information (Details) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Assets	$ 38,118,925	$ 53,235,140
Long term assets	33,983,609	51,912,833
Canada
Assets	3,567,316	373,960
Long term assets	14,731	9,757
Tanzania
Assets	34,551,609	52,861,180
Long term assets	$ 33,968,878	$ 51,903,076

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Prepaid and Other Assets (Details) - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Disclosure Prepaid And Other Assets Details Abstract
Insurance	$ 13,500	$ 17,820
Listing fees	39,114	30,368
Other	67,684	67,863
Prepaid and other assets	$ 120,478	$ 116,051

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Gold Bullion Loans (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Interest accretion	$ 988,530	$ 819,060	$ 725,696
Gold bullion loans [member]
Balance	4,622,351	3,394,998
Loans received	287,800	1,310,660
Less: repayment of loans converted to shares	(130,670)	(324,475)
Less: conversion component of convertible loans	(120,000)	(151,000)
Interest accrued	375,921	337,012
Issuance of shares for interest payment	(311,015)	(236,369)
Interest accretion	268,280	272,991	449,460
Foreign exchange translation adjustment	5,460	18,534
Balance	$ 4,998,127	$ 4,622,351	$ 3,394,998

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Non-controlling Interest (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018
Balance at beginning of year	$ 700,310
Balance at end of year	581,517	$ 700,310
Buckreef [member]
Non-controlling interests	(118,793)	(202,547)
NWBM [member]
Non-controlling interests		2,532
Non-controlling interests [member]
Balance at beginning of year	700,310	900,325
Non-controlling interests	(118,793)	(200,015)
Balance at end of year	$ 581,517	$ 700,310

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Taxes (Details 4) - Non-capital losses [member] - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
2026	$ 1,711,000
2027	1,388,000
2028	1,512,000
2029	1,967,000
2030	1,427,000
2031	2,378,000
2032	2,496,000
2033	2,352,000
2034	2,195,000
2035	1,983,000
2036	2,050,000
2037	2,866,000
2038	3,735,000
2039	3,653,000
Non Capital Losses	$ 31,713,000	$ 27,198,000

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Mineral Properties and Deferred Exploration (Details)	12 Months Ended
	Aug. 31, 2019 USD ($)
Disclosure Mineral Properties And Deferred Exploration Details Abstract
Initial period (4 years)	$ 500
First renewal (3 years)	1,000
Second renewal (2 years)	$ 2,000

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Property, Plant and Equipment (Details Narrative) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Disclosure Property Plant And Equipment Details Narrative Abstract
Current finance lease liabilities	$ 78,784	$ 67,819
Interest expense on lease liabilities	$ 10,248	$ 10,034	$ 24,362

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Related Party Transactions and Key Management Compensation (Tables)

12 Months Ended

Aug. 31, 2019

Related Party Transactions And Key Management Compensation

Schedule of Related Parties Transactions

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

Year ended August 31,	Notes	2019	2018	2017
Legal services	(i)	$Nil	$Nil	$82,455
Consulting	(ii)	$229,414	$215,108	$203,274
Consulting	(iii)	$246,602	$Nil	$172,330
Consulting	(iv)	$170,718	$Nil	$Nil

(i) The Company engages a legal firm for professional services in which one of the Company’s directors is a partner. During the year ended August 31, 2019, the legal expense charged by the firm was $nil (2018 - $nil, 2017 - $82,455). As at August 31, 2019, $335,940 remains payable (August 31, 2018 - $335,940).

(ii) During the year ended August 31, 2019, $229,414 (2018 - $215,108, 2017 - $203,274) was paid for consulting and website/data back-up services to companies controlled by individuals associated with the former CEO and current director.

(iii) During the year ended August 31, 2019, $246,602 (2018 - $nil, 2017 - $172,330) was paid for drill mobilization, and advances on drilling services to Stamico, the Company’s joint venture partner on the Buckreef Gold Project.

(iv) During the year ended August 31, 2019, $170,718 (2018 - $nil, 2018 - $nil) was paid for consulting services to a company controlled by a director.

Schedule of Related Parties Compensation

Remuneration of Directors and key management personnel (being the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer) of the Company was as follows:

Year ended August 31,	2019				2018						2017
	Fees, salaries and benefits (1)		Share based payments (2), (3))		Fees, salaries and benefits (1)		Share based payments (2), (3)		Fees, salaries and benefits (1)		Share based payments (2), (3)
Management	$	576,264		$                nil	$	636,744	$	773,348	$	525,102	$	1,175,439
Directors		111,625		nil		111,625		414,000		111,625		673,200
Total	$	687,889		$                nil	$	748,369	$	1,187,348	$	636,727	$	1,848,639

(1)	Salaries and benefits include 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 RSU’s for their services.
(2)	Compensation shares may carry restrictive legends.
(3)	All stock option share based compensation is based on the accounting expense recorded in the year.

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Property, Plant and Equipment (Tables)

12 Months Ended

Aug. 31, 2019

Property Plant And Equipment

Schedule of property, plant and equipment

	Drilling						Computer			Machinery and			Leasehold		Heap leach		Construction-
	equipment			Automotive			Equipment			equipment			improvements		pads		in-progress *		Total
Cost
As at September 1, 2017	$	444,825		$	135,458		$	63,095		$	1,552,941		$	96,113	$	1,431,816	$	1,316,857	$	5,041,105
Additions		-			-			3,731			-			-		-		3,345		7,076
Disposals		(462,455	)		(125,595	)		(3,484	)		(310,725	)		-		-		-		(902,259	)
Foreign exchange		17,630			4,920			2,628			58,505			3,719		59,035		61,767		208,204
As at August 31, 2018	$	-		$	14,783		$	65,970		$	1,300,721		$	99,832	$	1,490,851	$	1,381,969	$	4,354,126
Additions		-			-			4,950			-			21,147		-		-		26,097
Disposals		-			-			(7,142	)		-			-		-		-		(7,142	)
Foreign exchange		-			319			1,676			28,457			3,079		32,528		36,732		102,791
As at August 31, 2019	$	-		$	15,102		$	65,454		$	1,329,178		$	124,058	$	1,523,379	$	1,418,701	$	4,475,872
Accumulated depreciation
As at September 1, 2017	$	287,300		$	128,569		$	43,830		$	1,278,884		$	70,300	$	721,525	$	-	$	2,530,408
Depreciation expense		10,502			54			5,757			60,573			5,629		304,330		-		386,845
Disposals		(308,660	)		(118,667	)		(2,710	)		(245,340	)		-		-		-		(675,377	)
Foreign exchange		10,858			4,596			2,034			49,114			2,830		42,839		-		112,271
As at August 31, 2018	$	-		$	14,552		$	48,911		$	1,143,231		$	78,759	$	1,068,694	$	-	$	2,354,147
Depreciation expense		-			12			7,191			36,718			4,956		304,238		-		353,115
Disposals		-			-			(5,214	)		-			-		-		-		(5,214	)
Foreign exchange		-			312			1,394			25,817			1,867		33,859		-		63,249
As at August 31, 2019	$	-		$	14,876		$	52,282		$	1,205,766		$	85,582	$	1,406,791	$	-	$	2,765,297
Net book value
As at August 31, 2017	$	157,525		$	6,889		$	19,265		$	274,057		$	25,813	$	710,291	$	1,316,857	$	2,510,697
As at August 31, 2018	$	-		$	231		$	17,059		$	157,490		$	21,073	$	422,157	$	1,381,969	$	1,999,979
As at August 31, 2019	$	-		$	226		$	13,172		$	123,412		$	38,476	$	116,588	$	1,418,701	$	1,710,575

* Construction in progress represents construction of the Company’s processing plant.

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Prepaid and Other Assets

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Prepaid and Other Assets

13. Prepaid and other assets

	August 31, 2019		August 31, 2018
Insurance	$	13,500	$	17,820
Listing fees		39,114		30,368
Other		67,864		67,863
Total Prepaid Expenses	$	120,478	$	116,051

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Property, Plant and Equipment

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Property, Plant and Equipment

5. Property, plant and equipment

	Drilling						Computer			Machinery and			Leasehold		Heap leach		Construction-
	equipment			Automotive			Equipment			equipment			improvements		pads		in-progress *		Total
Cost
As at September 1, 2017	$	444,825		$	135,458		$	63,095		$	1,552,941		$	96,113	$	1,431,816	$	1,316,857	$	5,041,105
Additions		-			-			3,731			-			-		-		3,345		7,076
Disposals		(462,455	)		(125,595	)		(3,484	)		(310,725	)		-		-		-		(902,259	)
Foreign exchange		17,630			4,920			2,628			58,505			3,719		59,035		61,767		208,204
As at August 31, 2018	$	-		$	14,783		$	65,970		$	1,300,721		$	99,832	$	1,490,851	$	1,381,969	$	4,354,126
Additions		-			-			4,950			-			21,147		-		-		26,097
Disposals		-			-			(7,142	)		-			-		-		-		(7,142	)
Foreign exchange		-			319			1,676			28,457			3,079		32,528		36,732		102,791
As at August 31, 2019	$	-		$	15,102		$	65,454		$	1,329,178		$	124,058	$	1,523,379	$	1,418,701	$	4,475,872
Accumulated depreciation
As at September 1, 2017	$	287,300		$	128,569		$	43,830		$	1,278,884		$	70,300	$	721,525	$	-	$	2,530,408
Depreciation expense		10,502			54			5,757			60,573			5,629		304,330		-		386,845
Disposals		(308,660	)		(118,667	)		(2,710	)		(245,340	)		-		-		-		(675,377	)
Foreign exchange		10,858			4,596			2,034			49,114			2,830		42,839		-		112,271
As at August 31, 2018	$	-		$	14,552		$	48,911		$	1,143,231		$	78,759	$	1,068,694	$	-	$	2,354,147
Depreciation expense		-			12			7,191			36,718			4,956		304,238		-		353,115
Disposals		-			-			(5,214	)		-			-		-		-		(5,214	)
Foreign exchange		-			312			1,394			25,817			1,867		33,859		-		63,249
As at August 31, 2019	$	-		$	14,876		$	52,282		$	1,205,766		$	85,582	$	1,406,791	$	-	$	2,765,297
Net book value
As at August 31, 2017	$	157,525		$	6,889		$	19,265		$	274,057		$	25,813	$	710,291	$	1,316,857	$	2,510,697
As at August 31, 2018	$	-		$	231		$	17,059		$	157,490		$	21,073	$	422,157	$	1,381,969	$	1,999,979
As at August 31, 2019	$	-		$	226		$	13,172		$	123,412		$	38,476	$	116,588	$	1,418,701	$	1,710,575

* Construction in progress represents construction of the Company’s processing plant.

Sale-leaseback transaction:

During the year ended August 31, 2015, the Company sold automotive and mining equipment for proceeds of $577,505 to various officers and directors. Pursuant to the agreements, the Company entered into 1-year lease agreements on the automotive and mining equipment with effective dates in May 2015. Per the terms of the leases, the Company agrees to purchase back the automotive and mining equipment at the end of the lease periods for a lump sum payment of USD$74,848. The Company has classified and is accounting for the leases as finance leases. The initial base payments vary between the agreements and range between $3,500 and $8,000 payable monthly. The effective interest rate on the finance lease obligations outstanding is between 20% and 30%. The gain on sale of $250,108 was deferred and is being recognized on a straight-line basis over the lease term as a reduction in amortization expense. The total deferred gain has been presented as a reduction of the finance asset. Under the lease, the Company is responsible for the costs of utilities, insurance, taxes and maintenance expenses.

Outstanding balance:

As at August 31, 2019, the remaining balance outstanding under finance lease obligations after the settlements described above is $78,784 (August 31, 2018 - $67,819) and is repayable within 1 year, as such, the finance lease obligation is classified as a current liability.

Interest expense for the year ended August 31, 2019 related to the leases amounted to $10,248 (2018 - $10,034, 2017 - $24,362), and is recorded in the statement of comprehensive loss.

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Related Party Transactions and Key Management Compensation

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Related Party Transactions and Key Management Compensation

9. Related party transactions and key management compensation

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

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

Year ended August 31,	Notes	2019	2018	2017
Legal services	(i)	$Nil	$Nil	$82,455
Consulting	(ii)	$229,414	$215,108	$203,274
Consulting	(iii)	$246,602	$Nil	$172,330
Consulting	(iv)	$170,718	$Nil	$Nil

(i) The Company engages a legal firm for professional services in which one of the Company’s directors is a partner. During the year ended August 31, 2019, the legal expense charged by the firm was $nil (2018 - $nil, 2017 - $82,455). As at August 31, 2019, $335,940 remains payable (August 31, 2018 - $335,940).

(ii) During the year ended August 31, 2019, $229,414 (2018 - $215,108, 2017 - $203,274) was paid for consulting and website/data back-up services to companies controlled by individuals associated with the former CEO and current director.

(iii) During the year ended August 31, 2019, $246,602 (2018 - $nil, 2017 - $172,330) was paid for drill mobilization, and advances on drilling services to Stamico, the Company’s joint venture partner on the Buckreef Gold Project.

(iv) During the year ended August 31, 2019, $170,718 (2018 - $nil, 2018 - $nil) was paid for consulting services to a company controlled by a director.

As at August 31, 2019, the Company has a receivable of $45,368 (August 31, 2018 - $40,086) from an organization associated with the Company’s President and former CEO and current director and from current officers and directors. The Company also has a receivable of $33,071 (August 31, 2018 - $nil) from Stamico.

During the year ended August 31, 2015, the Company sold automotive and mining equipment in the amount of $243,805 to directors of the Company and $333,700 to the Company’s former CEO and current director for total proceeds of $577,505 as described in Note 5. Pursuant to the agreements, the Company entered into 1-year lease agreements on the automotive and mining equipment with effective dates in May 2015. Per the terms of the leases, the Company agrees to purchase back the automotive and mining equipment at the end of the lease periods for a lump sum payment of USD$74,848. The initial base payments vary between the agreements and range between $3,500 and $8,000 payable monthly. The effective interest rate on the capital lease obligation outstanding is between 20% and 30%.

As at August 31, 2019, the remaining balance outstanding under finance lease obligations after the settlements described above is $78,784 (August 31, 2018 - $67,819) and is repayable within 1 year, as such, the finance lease obligation is classified as a current liability.

(b) Remuneration of Directors and key management personnel (being the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer) of the Company was as follows:

Year ended August 31,	2019				2018						2017
	Fees, salaries and benefits (1)		Share based payments (2), (3))		Fees, salaries and benefits (1)		Share based payments (2), (3)		Fees, salaries and benefits (1)		Share based payments (2), (3)
Management	$	576,264		$                nil	$	636,744	$	773,348	$	525,102	$	1,175,439
Directors		111,625		nil		111,625		414,000		111,625		673,200
Total	$	687,889		$                nil	$	748,369	$	1,187,348	$	636,727	$	1,848,639

(1)	Salaries and benefits include 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 RSU’s for their services.
(2)	Compensation shares may carry restrictive legends.
(3)	All stock option share based compensation is based on the accounting expense recorded in the year.

As at August 31, 2019, included in trade and other payables is $927,000 (August 31, 2018 - $863,000) due to these key management personnel with no specific terms of repayment.

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Segmented Information

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Segmented Information

17. Segmented information

Operating Segments

At August 31, 2019 the Company’s operations comprise of a single reporting operating segment engaged in mineral exploration 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, 2019		As at August 31, 2018
Identifiable assets
Canada	$	3,567,316	$	373,960
Tanzania		34,551,609		52,861,180
	$	38,118,925	$	53,235,140
Non-current assets
Canada	$	14,731	$	9,757
Tanzania		33,968,878		51,903,076
	$	33,983,609	$	51,912,833

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Gold Bullion Loans

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

Gold Bullion Loans

21. Gold Bullion Loans

Activity during the year ended August 31, 2019:

During the year ended August 31, 2019, the Company closed $287,800 (US $216,857) 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. If the bullion loans are paid back by bullion, the valuation date for such bullion will be the date of the loan agreements. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of US$0.3357 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.3357 per share. There is no prepayment penalty.

During the year ended August 31, 2019 the Company settled $130,670 (US$100,000) of principal amount of outstanding loans through the issuance of 402,077 shares.

Activity during the year ended August 31, 2018:

During the year ended August 31, 2018, the Company closed $1,310,660 (US $1,027,727) 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. If the bullion loans are paid back by bullion, the valuation date for such bullion will be the date of the loan agreements. The bullion loans may be converted into common shares of the Company at the sole discretion of the lenders at an exercise price of US$0.267 - $0.3446 per share. Interest is payable quarterly, either in cash or in shares at the option of the lender at a price of US$0.267 - $0.3446 per share. There is no prepayment penalty.

On June 8, 2018, the Company repriced the exercise price to convert the loans and interest into common shares at a price of US$0.26.

On August 27, 2018, the Company settled $324,475 (US$250,000) of principal amount of outstanding loans through the issuance of 961,538 shares with a value of $605,769 resulting on a loss on settlement of $281,294.

Outstanding balance:

The balance of the gold bullion loans is as follows:

	August 31, 2019			August 31, 2018
Balance at beginning of year	$	4,622,351		$	3,394,998
Loans received		287,800			1,310,660
Less: repayment of loans converted to shares		(130,670	)		(324,475	)
Less: conversion component of convertible loans and finders fees		(120,000	)		(151,000	)
Interest accrued		375,921			337,012
Issuance of shares for interest payment		(311,015	)		(236,369	)
Interest accretion		268,280			272,991
Foreign exchange translation adjustment		5,460			18,534
Balance at end of year	$	4,998,127		$	4,622,351

In connection with the convertible loans described in note 23 and the gold loans, the Company paid a finder’s fee via the issuance of an aggregate of 686,446 common shares with a value of $581,181. The finders fee was allocated proportionally between the gold loans and convertible loans, the portion allocated to the gold bullion loans amounted to $87,000.

Interest expense related to the gold bullion loan amounted to $375,921 (2018 - $337,012, 2017 - $293,278), for the year ended August 31, 2019 and is recorded as finance charge in the statements of comprehensive loss. Accretion expense during the year ended August 31, 2019 totaled $268,280 (2018 - $272,991, 2017 - $449,460).

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Financial Instruments (Details Narrative) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018
Disclosure Financial Instruments Details Narrative Abstract
Possible effect of 1% change in interest rates on net income (loss)	$ 34,000	$ 4,000
Current Assets	4,135,316	1,322,307
Current liabilities	13,231,286	13,332,992
Working capital deficiency	9,095,970	$ 12,010,685
Possible effect of 10% change in exchange rate on the statements of comprehensive loss	$ 859,000

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Taxes (Details Narrative) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Deferred tax liability (asset) at end of period
Non-capital losses [member]
Unused tax losses for which no deferred tax asset recognised	$ 31,713,000	$ 27,198,000
Canada
Total average effective tax rate	26.50%	26.50%	26.50%
Tanzania
Total average effective tax rate	3.00%	30.00%	30.00%
Tanzania | Non-capital losses [member]
Unused tax losses for which no deferred tax asset recognised	$ 60,086,000	$ 17,544,000

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Capital Stock (Details 4)	12 Months Ended
	Aug. 31, 2019 shares $ / shares	Aug. 31, 2018 shares $ / shares
Balance	7,352,000
Balance, weighted average exercise price	$ 0.41
Stock Options [member]
Balance | shares	7,432,000	3,750,000
Granted | shares		3,682,000
Exercised | shares	(63,333)
Cancelled | shares	(16,667)	(3,750,000)
Re-issued | shares		3,750,000
Balance | shares	7,352,000	7,432,000
Balance, weighted average exercise price	$ .41	$ .71
Granted, weighted average exercise price		.43
Excersied, weighted average exercise price	(.42)
Cancelled, weighted average exercise price	(.43)	(.71)
Re-issued, weighted average exercise price		.40
Balance, weighted average exercise price	$ .41	$ .41

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Related Party Transactions and Key Management Compensation (Details) - CAD ($)	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Consulting Fees	$ 1,666,920	$ 845,924	$ 754,738
Legal firm where company's director is a partner [Member]
Legal Fees			82,455
Companies controlled by individuals associated with the former CEO and current director [Member]
Consulting Fees	229,414	215,108	203,274
Joint ventures where entity is venturer [member]
Consulting Fees	246,602		172,330
Company Controlled by a Director
Consulting Fees	$ 170,718

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Nature of Operations and Going Concern

12 Months Ended

Aug. 31, 2019

Notes To Financial Statements [Abstract]

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 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 changed again to Tanzanian Gold Corporation on April 11, 2019 (“Tanzanian” or the “Company”). The address of the Company’s registered office is 82 Richmond Street East, Suite 208, Toronto, Ontario, M5C 1P1, 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 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.

At August 31, 2019 the Company had a working capital deficiency of $9,095,970 (August 31, 2018 – $12,010,685), had not yet achieved profitable operations, has accumulated losses of $132,462,683 (August 31, 2018 – $103,263,959). The Company will require additional financing in order to conduct its planned work programs on mineral properties, meet its ongoing levels of corporate overhead and discharge its future liabilities as they come due.

The Company’s current funding sources and taking into account the working capital position and capital requirements at August 31, 2019, indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern and is dependent on the Company raising additional debt or equity financing. The Company must obtain additional funding in order to continue development and construction of the Buckreef Project. The Company is continuing to pursue additional financing to fund the construction of the Buckreef Project and additional projects. Whilst the Company has been successful in obtaining financing in the past, there is no assurance that such additional funding and/or project financing will be obtained or obtained on commercially favourable terms.

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.

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Convertible Loans (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Convertible Loans Tables Abstract

Schedule of convertible loans

The balance of the convertible loans is as follows:

	August 31, 2019			August 31, 2018
Balance at beginning of year	$	2,875,420		$	865,656
Proceeds from convertible loans		1,596,401			1,754,291
Conversion of convertible loan to shares		(2,614,343	)		(131,028	)
Less: conversion component of convertible loans		(141,000	)		(159,000	)
Less: finders fee		(494,000	)		(135,000	)
Interest accrued		229,854			212,201
Issuance of shares for interest payment		(206,962	)		(155,487	)
Interest accretion		720,250			549,069
Foreign exchange		(36,376	)		74,718
Balance at end of year	$	1,929,244		$	2,875,420

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Asset Retirement Obligation (Tables)

12 Months Ended

Aug. 31, 2019

Disclosure Asset Retirement Obligation Tables Abstract

Schedule of Reconciliation for asset retirement obligations

A reconciliation for asset retirement obligations is as follows:

	August 31, 2019		August 31, 2018
Balance, beginning of year	$	726,143	$	715,057
Accretion expense		11,261		11,086
Balance, end of the year	$	737,404	$	726,143

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Consolidated Statements of Financial Position - CAD ($)	Aug. 31, 2019	Aug. 31, 2018
Current Assets
Cash	$ 3,389,319	$ 426,062
Other receivables	625,519	264,803
Inventory		515,391
Prepaid and other assets	120,478	116,051
Current assets	4,135,316	1,322,307
Property, plant and equipment	1,710,575	1,999,979
Inventory	522,779
Mineral properties and deferred exploration	31,750,255	49,912,854
Assets	38,118,925	53,235,140
Current Liabilities
Trade, other payables and accrued liabilities	6,225,131	5,767,402
Leases payable	78,784	67,819
Convertible loan	1,929,244	2,875,420
Short term portion of gold loan	4,998,127	4,622,351
Current liabilities	13,231,286	13,332,992
Warrant liability	4,486,444	4,850,000
Asset Retirement Obligation	737,404	726,143
Liabilities	18,455,134	18,909,135
Shareholders' equity
Share capital	142,251,909	127,003,132
Share based payment reserve	8,374,041	9,394,394
Warrants reserve	1,033,037	1,248,037
Accumulated other comprehensive loss	(114,030)	(755,909)
Accumulated deficit	(132,462,683)	(103,263,959)
Equity attributable to owners of the Company	19,082,274	33,625,695
Non-controlling interests	581,517	700,310
Total shareholders' equity	19,663,791	34,326,005
Total Shareholders' Equity and Liabilities	$ 38,118,925	$ 53,235,140