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:   May 2, 2011


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 May 2, 2011.


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:    May 2, 2011

James E. Sinclair, Chief Executive Officer






Exhibit 1


[TANZANIAN6K05022011002.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 - May 2, 2011


Florida-based Investment Fund Increases Share Position

in Tanzanian Royalty to 10.3% Through Open Market Purchases


The Company wishes to announce that Geier International Strategies Fund LLC has disclosed through an SEC filing that it now owns 10.3% or 9,681,791 shares of Tanzanian Royalty Exploration Corporation.


The Florida-based investment fund increased its shareholding through open market purchases from 8.77% or approximately 8.2 million shares as reported in its SEC filing in December 2010.


According to James E. Sinclair, President and CEO of Tanzanian Royalty, “The open market purchases by Geier International represents a strong vote of confidence in the Company and its program to develop commercial gold production in Tanzania from its Buckreef Gold Mine Re-development Project. We are confident of a long and mutually rewarding relationship with Geier and its investment team.”


Respectfully Submitted,

 

James E. Sinclair        

James E. Sinclair

President and Chief Executive Officer


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

Visit our website:   www.TanzanianRoyalty.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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