SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 6-K



Report of Foreign Issuer


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



For the day of:   August 17, 2010


Commission File Number 001-32500



TANZANIAN ROYALTY EXPLORATION CORPORATION

(Registrant's name)


404-1688 152nd Street

South Surrey, BC  V4A 4N2

Canada

 (Address of principal executive offices)


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

Form 20-F      P        

Form 40-F    ___


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


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


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


Yes   ___

No     P           


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











 

 

 

Attached hereto as Exhibit 1 and incorporated by reference herein is the Registrant's News Release dated August 17, 2010.

 

 

 

 

 

 

 


SIGNATURES


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



 

 

 

 

 

 

 


Tanzanian Royalty Exploration Corporation

(Registrant)



“James Sinclair”

Date:    August 17, 2010                                                                                                                                                                                                                             

James E. Sinclair, Chief Executive Officer




 

 

 

 

 

 

 

 



Exhibit 1



[TANZANIAN6K08172010002.GIF]




 

Connecticut Office:

Form 20-F, File No. 001-32500

93 Benton Hill Road

Trade Symbol:

Sharon, CT  06069

TSX: TNX

Tel:  (860) 364-1830

NYSE Amex Equities:  TRE

Fax:  (860) 364-0673

South Surrey Office:

Suite 404  1688 152nd Street

South Surrey, BC  V4A 4N2

Toll Free: 1-800-811-3855

Email:  investors@TanzanianRoyaltyExploration.com

Tel: (604) 536-7873

Website:  www.TanzanianRoyaltyExploration.com

Fax : (604) 536-2529

                                                                                                                                                                                                                                                                                              

 

News Release – August 17, 2010


Private Placement with Tanzanian Royalty Closes


Tanzanian Royalty Exploration Corporation advises that the private placement announced on July 9, 2010 has closed.  


The placement consists of a $1,095,000 three-year promissory note bearing interest at 3% per annum, convertible into 255,484 common shares.  The conversion price of $4.286 per share represents the five-day weighted average trading price of the common shares on the Toronto Stock Exchange for the period ended July 9, 2010, less a discount of 15%.  Following closing, $95,000 of the outstanding principal will be converted into 22,166 common shares, which shares will be refundable to the Corporation if the remaining principal is not fully converted by December 9, 2011.


Respectfully Submitted,

 

“James Sinclair”

 

James E. Sinclair

Chairman and Chief Executive Officer


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

Visit our website:  www.TanzanianRoyaltyExploration.com


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


Cautionary Note to U.S. Investors - The United States Securities and Exchange Commission limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. We use certain terms on this news release, such as “reserves”, “resources”, “geologic resources”, “proven”, “probable”, "measured", "indicated", or "inferred" which may not be consistent with the reserve definitions established by the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No. 001-32500.  You can review and obtain copies of these filings from the SEC's website at http://www.sec.gov/edgar.shtml.


Certain information presented in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on numerous assumptions, and involve known and unknown risks, uncertainties and other factors, including risks inherent in mineral exploration and development, which may cause the actual results, performance, or achievements of the Company to be materially different from any projected future results, performance, or achievements expressed or implied by such forward-looking statements.  Investors are referred to our description of the risk factors affecting the Company, as contained in our Form 20-F, File No. 001-32500, for more information concerning these risks, uncertainties, and other factors.



 

 


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