Tanzanian Gold Corporation (TSX:TNX) (NYSE American:TRX) announced that it has successfully closed the previously announced registered direct offering of 32,923,078 shares of its common stock at a purchase price of US$0.65 per share. The Company also issued to the investors warrants to purchase up to an aggregate of 16,461,539 shares of common stock in a concurrent private placement. The common stock warrants will be exercisable six months after the date of issuance, have an exercise price of US$0.80 per share and will expire five years from the date of issuance.

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

Net proceeds from the offering were approximately USD$19.8 million and the Company intends to use the net proceeds from the offering for continued development of the Buckreef Gold Project, including capital expenditures, continued exploration, general corporate purposes and working capital.

The offering of common stock was made pursuant to effective shelf registration statements on Form F-3 (File No. 333-250146 and 333-252876) previously filed with the U.S. Securities and Exchange Commission and declared effective on November 25, 2020, and February 9, 2021, respectively. A prospectus supplement describing the terms of the offering was filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder and, along with the common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and the underlying common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. The Company has undertaken to file a registration statement as soon as practicable.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Tanzania Gold Corporation

Tanzanian Gold Corporation along with its joint venture partner, STAMICO is building a significant gold project at Buckreef in Tanzania that is based on an expanded Mineral Resource base and the treatment of its mineable Mineral Reserves in two standalone plants. Measured and Indicated Mineral Resources now stand at a combined tonnage of 35.88MT at 1.77g/t gold containing 2,036,280 ounces of gold. The Buckreef Project also contains an Inferred Mineral Resource of 17.8MT at 1.11g/t gold for contained gold of 635,540oz. The Company is actively investigating and assessing multiple exploration targets on its property.

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

1. Strengthening its balance sheet from expanding near-term production to 15,000 – 20,000 oz. of gold per year from the processing oxides upon approval of an expanded oxide plant.
2. Advancing the Final Feasibility Study for a stand-alone sulphide treating plant that is substantially larger than previously modelled and targeting significant annual gold production.
3. Continuing with a drilling program to further test the potential of its Mineral Resource base by: (i) drilling at deeper levels; (ii) drilling new oxide targets; (iii) infill drilling to upgrade Mineral Resources currently in the Inferred category; and (iv) a step-out drilling program in the Northeast Extension.

Andrew M. Cheatle, P.Geo. is the Company’s Qualified Person as defined by the NI 43-101 who has reviewed and assumes responsibility for the technical content of this press release.