Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registe...
09 February 2021 - 10:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February
9, 2021
Registration No. 333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TANZANIAN GOLD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Alberta, Canada
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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#202, 5226 Larch Street
Vancouver, British Columbia
Canada V6M 4E1
Telephone: 844-364-1830
(Address and telephone number of Registrant’s principal executive
offices)
James Sinclair
Executive Chairman
Tanzanian Gold Corporation
24 Candleview Drive, P.O. Box 577, Sherman, CT 06784
Telephone: 844-364-1830
(Name, address and telephone number of agent for service)
Copy to:
Daniel B. Eng
Lewis Brisbois Bisgaard & Smith LLP
333 Bush Street, Suite 1100
San Francisco, CA 94104
Telephone: (415) 262-8508
Facsimile: (415) 434-0882
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. [X] Registration Statement
No. 333-250146
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is registration statement pursuant to General Instruction
I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. [_]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. [_]
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company. [_]
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
7(a)(2)(B) of the Securities Act. [_]
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount to be registered (1)
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Proposed maximum offering price per common share
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Aggregate maximum offering price (2)
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Amount of registration fee (3)
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Common shares, without par value
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TOTAL:
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$3,569,000
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$390
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend
or similar transaction.
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(2)
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The proposed maximum offering price per unit will be determined
from time to time by the Registrant in connection with, and at the time of, the issuance of the securities and is not specified
as to each class of security pursuant to General Instruction I.G. of Form F-3.
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(3)
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The proposed maximum aggregate offering price has been estimated
solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
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This Registration Statement shall become effective upon filing with the Securities
and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration
Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”)
and General Instruction IV of Form F-3. This Registration Statement relates to the Registration Statement on Form F-3 (File No.
333-250146) (the “Prior Registration Statement”), which was filed by Tanzanian Gold Corporation (the “Registrant”)
with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and declared effective
by the Commission on November 25, 2020. The Registrant hereby incorporates by reference into this Registration Statement on Form
F-3 in its entirety the Prior Registration Statement, including each of the documents filed by the Registrant and incorporated
or deemed to be incorporated by reference therein and all exhibits thereto.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
8. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on the 9th day of February, 2021.
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TANZANIAN GOLD CORPORATION
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By:
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/s/ Stephen Mullowney
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Stephen Mullowney, Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
/s/ Stephen Mullowney________________
Stephen Mullowney, Chief Executive Officer
(Principal Executive Officer)
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February 9, 2021
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/s/ James E. Sinclair___________________
James E. Sinclair, Executive Chairman and Director
(United States Authorized
Representative)
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February 9, 2021
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/s/ Norman Betts______________________
Dr. Norman Betts, Director
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February 9, 2021
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/s/ William Harvey_____________________
Dr. William Harvey, Director
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February 9, 2021
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/s/ Rosalind Morrow___________________
Rosalind Morrow, Director
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February 9, 2021
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/s/ Andrew Cheatle____________________
Andrew Cheatle, Director
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February 9, 2021
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/s/ Marco Guidi_______________________
Marco Guidi, Chief Financial Officer
(Principal Financial and Accounting Officer)
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February 9, 2021
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