**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

**__________________**_______

 

**FORM 20-F/A**

**(Amendment No. 2)**

**_________________________**

 

|  | q | 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 endedAugust 31, 2017

 

|  | q | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--|---|-------------------------------------------------------------------------------------------|

For the transition period from __________ to __________

 

|  | q | 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 ROYALTY EXPLORATION CORPORATION**

*(Exact Name of Registrant as Specified in Its Charter)*

 

**ALBERTA, CANADA**

*(Jurisdiction of Incorporation or Organization)*

 

**82 Richmond Street East**

**Toronto, Ontario**

**M5C 1P1**

*(Address of Principal Executive Offices)*

** **

**James Sinclair**

**Chief Executive Officer**

**Tanzanian Royalty Exploration Corporation**

**82 Richmond Street East**

**Toronto, Ontario**

**M5C 1P1**

** **

**Telephone: 1.844.364.1830**

**Fax: 860.799.0350**

*(Name, Telephone, E-mail and/or Facsimile number and Address ofCompany Contact Person)*

 

Securities registered or to be registered pursuant to Section 12(b)of the Act:

 

| Common Shares, without Par Value |   | NYSE AMERICAN LLC                         |
|----------------------------------|--------|-------------------------------------------|
| (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 toSection 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’sclasses of capital or common stock as of the close of the period covered by the annual report: 121,784,619. (as of August 31, 2017)

 

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

q Yesx No

 

If this report is an annual or transition report, indicate bycheck mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934. q Yes x No

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.

x Yesq No

 

Indicate by check mark whether the registrant has submitted electronicallyand posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files).

q Yesq No

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” in Rule 12b-2 of theExchange Act. (Check one):

 

Large accelerated filer q	Accelerated filer q	 Non-accelerated filer x

Emerging growth company q

 

If an emerging growth company that prepares its financial statementsin accordance with U.S. GAAP, indicated by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. q

** **

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

 

U.S. GAAP q

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

Other q

** **

If “Other” has been checked in response tothe previous question, indicate by check mark which financial statement item the Company has elected to follow. Item 17 q	Item 18 q

 

If this is an annual report, indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). qYes x No

 

 

**Explanatory Note**

 

This Amendment No. 2 (this “AmendmentNo. 2”) amends our Annual Report on Form 20-F for the year ended August 31, 2017 of Tanzanian Royalty Exploration Corporation(the “Company,” “we”, “our”) which we originally filed with the Securities and Exchange Commission(the “SEC”) on November 29, 2017, (the “Original Filing”), as amended on December 5, 2017 (“AmendmentNo. 1”). This Amendment No. 2 is being filed to amend certain information contained in the “Cautionary Note to U.S.Investors Concerning Estimates of Mineral Resources” and Item 4 regarding our properties in response to certain commentsraised the staff of the SEC.

 

Other than the items outlined above, there areno changes to the Original Filing as amended in Amendment No. 1. This Amendment No. 2 does not reflect events occurring after thedate of the Original Filing, as amended in Amendment No. 2, or modify or update those disclosures that may be affected by subsequentevents. Such subsequent matters are addressed in subsequent reports filed by us with the SEC. Accordingly, this Amendment No. 2should be read in conjunction with the Original Filing, as amended by Amendment No. 1. Capitalized terms not defined in this Amendmenthave the meaning given to them in the Original Filing, as amended by Amendment No. 1.

 

Cautionary Note to U.S. Investors Concerning Estimatesof Mineral Resources

 

**As an Alberta corporation, Tanzanian RoyaltyExploration Corporation (the “*Company*”) is subject to certain rules and regulations issued by Canadian SecuritiesAdministrators. The Company files this Annual Report on Form 20-F as its Annual Information Form (“*AIF*”) withthe 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 informationregarding its properties including mineralization, drilling, sampling and analysis, security of samples, and mineral resource andmineral reserve estimates, if any. Further, the Company may describe its properties utilizing terminology such as “ProvenMineral Reserve” or “Probable Mineral Reserve” or “Measured Mineral Resources”, “IndicatedMineral Resources” and “Inferred Mineral Resources” that are permitted by Canadian securities regulations.**

** **

**U.S. investors are cautioned not to assumethat any part of the mineral deposits 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 arenot permitted to be used in reports and registration statements filed with the United States Securities and Exchange Commission(“SEC”). 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.**

** **

**The definitions of proven and probable reservesused in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7, as interpreted by the staffof the SEC, mineralization may not be classified as a “reserve” for United States reporting purposes unless the determinationhas been made that the mineralization could be economically and legally produced or extracted at the time the reserve determinationis made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralizedmaterial as reserves under the SEC guidelines.**

** **

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

** **

**For clarification, the Company has no propertiesthat contain “Proven (Measured) Reserves” or “Probable (Indicated) Reserves” as defined by SEC securitiesregulations.**

** **

 

PART I

 

|  | Item 4. | Information on the Company |
|--|---------|----------------------------|

 

| **A.** |  | **History and Development of the Company** |
|--------|--|--------------------------------------------|

 

The Company was originally incorporated under the name “*424547Alberta Ltd*.” in the Province of Alberta on July 5, 1990, under the *Business Corporations Act* (Alberta). The namewas changed to “*Tan Range Exploration Corporation*” on August 13, 1991. The name of the Company was again changedto *“Tanzanian Royalty Exploration Corporation”*on February 28, 2006. The Company is also registered in the Provinceof British Columbia as an extra-provincial company under the *Business Corporations Act* (British Columbia) and in the Provinceof Ontario as an extra-provincial company under the *Business Corporations Act* (Ontario).

 

The principal executive office of the Company is located at 82 RichmondStreet East, Toronto, Ontario, M5C 1P1, Canada, and its telephone number is (860) 355-3253.

 

For the year ended August 31, 2017, the Company reported a net lossof $6,434,112. Included in the net loss is $124,717 of mineral properties and deferred exploration expenses that was written offrelating to abandoned mineral properties. The Company incurred deferred exploration expenditures of $1,242,162 during the yearended August 31, 2017.

 

In connection with the Company’s disclosure of mineral resourcesand the cut-off grade associated with each mineral resource, it has made certain assumptions for mineral pricing and cost associatedwith each cut-off grade to determine the reasonable prospects for economic extraction as discussed below.

 

**Significant Acquisitions and Significant Dispositions**

 

The Company’s principal capital expenditures and divestitures(including interests in other companies and amounts invested) for the last three fiscal years are described as follows:

 

The Company awarded a contract to Venmyn IndependentProjects (Pty) Limited, a subsidiary of Venmyn Rand (Pty) Limited, to undertake an update of the 21 August 2012 National Instrument43-101 Independent Technical Report on the Buckreef Project in Tanzania. The updated report is dated February 24, 2014 (the “***UpdatedBuckreef Technical Project***”) and it was filed on SEDAR on February 24, 2014. See “*Mineral Properties*”.Further to this, the Company awarded another contract to MaSS Resources Pvt Ltd of Tanzania to undertake an NI 43-101 Compliantupdated Buckreef Pit Optimized Resource Technical Mining Feasibility Report that was completed and published on 5thApril 2017. Major Assumptions in the report included a gold price of $1250/oz, an effective Tax Rate of 15.25%; a Royalty Rateof 4.3%; transport refining cost of $15.00/oz Au and discount rate of 5%.

 

The Company wound down the pilot heap leach and Carbon-in-Columnpilot ore processing program at its Buckreef redevelopment gold project, located in the Lake Victoria Goldfields of Tanzania inSeptember 2016. In addition, the Company has also completed a significant portion of the Buckreef main Pit preparation, includinggrade control drill-hole marking and surveying, road detour surveys and cost estimations, Tailings Storage Facility site preparation,installation of the process plant crusher circuit, Carbon-in-Column process plant designs and site plan designs. The Company alsoproduced an updated internal report on the financial projections for the Buckreef Mine Closure Conceptual Plan.

 

| **B.** |  | **Business Overview** |
|--------|--|-----------------------|

 

The Company is a mineral resource company with exploration stageproperties, which engages in the acquisition of interests in and the exploration of natural resource properties in the future andthe possible development of those properties where warranted. The Company commits its own resources to the initial evaluation ofmineral properties and in select situations, if and when warranted, the Company enters into joint venture agreements with othercorporations to further the exploration of such properties, in exchange for annual rental/option payments and post-production royaltypayments or with a view to direct development of a mine for the purpose of earning income from the sale of gold and other minedmaterials. At present, the Company’s natural resource activities do not generate any income from production.

 

The Company’s main area of interest has been in the explorationand development of gold properties, with a primary focus on exploring for and developing gold properties in Tanzania. Tanzaniaremains the focus of the Company’s exploration and development activities.

 

 

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

 

Plan of Operations

 

*Exploration Activities*

 

All of the properties in which the Company holdsan interest are in the exploration, preliminary economic assessment or extraction (pre-production) stages of mining. Mineral explorationand extraction 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 bodiesof ore. The long-term profitability of the Company’s operations will be in part directly related to the cost and successof 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’soperating activities, the Company’s business operations involve using known or published geological and geophysical datato locate mineral resource properties meriting further exploration or development. Once identified, the Company must stake andapply for registration to title of the mineral properties, or negotiate the acquisition of such properties from any third partyowners. Upon registration or acquisition of title, the Company then designs a program of preliminary exploration which can involvegrid mapping, geophysical and magnetic surveying, geochemical surveying, geological mapping and sampling, grab sampling, assayingand other forms of prospecting as circumstances may require. Based on the preliminary results, mineral properties are ranked accordingto 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 targetsare 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 Companywill develop models of the underlying geology and mineralized zones for more detailed testing. After further drilling, some mineralizedzones 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 whethermining activities are economic in the circumstances of the particular property. A pre-feasibility study must be completed underthe requirements of NI 43-101 in Canada in order for mineral reserves to be designated and to confirm the appropriate mining andmineral processing method based on the geological and metallurgical studies of the ore. A final or bankable feasibility study mustbe 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 institutionfor mine construction and development.

 

The Company continued its efforts for the “farming-out”of identified properties for royalty agreements with other mining companies, and continues to examine and review other explorationopportunities in Tanzania.

 

The following is a map of our primary properties.

 

 

 

 

** **

**Highlights for the year ended August 31, 2017**

 

*Financial:*

 

|  | • | Subsequentto the period, the Company received loans in the amount of US$339,710 maturing in 1 year with a right to extend by 1 additionalyear by mutual consent, carrying an 8% interest rate payable quarterly. The convertible loans may be repaid in cash or commonshares of the Company at the option of the lender. The convertible loan may be converted into common shares of the Company atthe sole discretion of the lender at an exercise price of US$0.36 per share. Interest is payable quarterly, either in cash orin shares at the option of the lender at a price of US$0.36 per share. |
|--|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Inconnection with the loans, the Company paid a finder’s fee via the issuance of an aggregate of 214,864 common shares. |
|--|---------|-------------------------------------------------------------------------------------------------------------------------------|

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

|  | • | Duringthe year ended August 31, 2017, the Company received loans in the amount of US$884,078 with a one year term with a right to extendby 1 additional year by mutual consent, carrying an 8% interest rate payable quarterly. The convertible loans may be repaid incash or common shares of the Company at the option of the lender. The convertible loans may be converted into common shares ofthe Company at the sole discretion of the lender at an exercise price of US$0.36 – US$0.38 per share. Interest is payablequarterly, either in cash or in shares at the option of the lender at a price of US$0.34 – US$0.36 per share. In connectionwith the loans, the Company paid a finder’s fee via the issuance of an aggregate of 132,577 common shares with a value of$92,805. |
|--|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | OnJuly 19, 2017, the Company settled $63,075 (US$50,000) of principal amount of outstanding loans through the issuance of 83,333shares with a value of $49,166 resulting on a gain on settlement of $13,909. |
|--|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | OnSeptember 1, 2016, the Company closed the first tranche of a $5 Million private placement of securities with Crede CG III, Ltd. |
|--|---------|-----------------------------------------------------------------------------------------------------------------------------------|

 

In the initial round of financing, the Company privately placed1,840,400 shares of its common stock and warrants for US$1.25 million. The common stock issued in the first tranche of the financing,which closed on September 1, 2016, was priced at US$0.6792 per share. The investor also received five-year warrants to purchase1,840,400 shares of Common Stock with an exercise price of US$0.8291 per share. The common stock issued in the first tranche ofthe financing or issued upon exercise of the warrants issued in the first tranche of the financing will be restricted until a validregistration for such common stock becomes effective.

 

 

On September 26, 2016, the Company closed the second tranche ofthe $5 million private placement of securities with Crede CG III, Ltd.

 

In the second round of the financing, the Company privately placedconvertible notes and warrants for US$3.75 million. The convertible notes were issued in the principal amount of US$3.75 million,carried a coupon of 2.0% and matured on September 26, 2046. The Company immediately exercised its right to cause the conversionof the convertible notes, resulting in the cancellation of the notes and the issuance of 5,357,143 shares of common stock to theinvestor. The investor also received five-year warrants to purchase 4,017,857 shares of common stock at an exercise price of US$1.10per share. The closing of the second tranche of the financing was conditioned upon a valid registration statement for the commonstock issued or issuable to the investor upon exercise of warrants being declared effective by the U.S. Securities and ExchangeCommission (“SEC”). The SEC declared the Company’s Form F-3 Registration Statement registering the stock effectiveon September 23, 2016.

 

***Buckreef Project: Mine Development and Operations***

 

***Q1_2017 (September 2016 – November 2016)***

*** ***

|  | • | TheCompany successfully completed the renewal application process for the 12 Buckreef Buziba project Prospecting Licenses (PLs).Renewal certificates for all 12 PLs were received after successful payment of the annual rental fee payments for the period 2016-2017. |
|--|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | TheCompany also successfully engaged with the Mining Commissioner on requested additional technical information related to the renewalapplication for the Buckreef Special Mining License (SML04/92). |
|--|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | TheCompany also engaged a local Tanzanian consultant group, MaSS Resources Consulting Company who commenced the Review and Updateof the Buckreef Preliminary Economic Assessment Report (published in 2012 & 2014) by Venmyn Deloite Resource Consultants Ltd.of SA into an NI 43-101 compliant Buckreef Technical Mining Feasibility Report. |
|--|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

***Q2_2017 (December 2016 – February 2017)***

 

|  | • | TheCompany received the Buckreef Gold Mine Company Environmental Management Plan Upgrade certification from NEMC. |
|--|---------|-------------------------------------------------------------------------------------------------------------------|

|  | • | TheCompany also received the Buckreef SML04/92 Special Mining Licence Renewal offer letter from the Ministry of Energy & Minerals.Renewal period was for a further 10 years to 2027. Annual rental fees for the SML were paid upfront to June 2018 as per regulations. |
|--|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | MaSSResources in consultation with company qualified technical persons, continued work on updating the Buckreef Technical Mining FeasibilityReport. |
|--|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | TheNational Audit Office of Tanzania (NAOT) team led by the Deputy Auditor General and in the company of senior personnel from Stamicoaudited the Buckreef Project JV working partnership and current status. |
|--|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | StamicoMD made a presentation to the relevant Parliamentary Committee overseeing all government related JV projects in Tanzania to briefthe government on project status. |
|--|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | EmishaMining Solutions, a South African based consultant company continued work on the new CIL process plant design. |
|--|---------|----------------------------------------------------------------------------------------------------------------------|

 

***Q3_2017 (March 2017 – May 2017)***

 

|  | • | TheCompany received a letter of notification requesting the presence of Chairman and CEO to attend the official signing ceremonyfor the Buckreef renewal certificate issuance which was scheduled to be held at Dodoma on 7th March 2017. Ceremony was howeverpostponed indefinitely as the Minister was busy with other issues. |
|--|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Inaddition, the Company hosted a delegation of MPs that make up the Parliamentary Mining Audit Committee (PMAC) on Energy &Minerals at Buckreef on 22nd March 2017 whose task was to assess the Buckreef Gold project re-development progress since the signingof the Tanzam2000 and State Mining Corporation Joint Venture Agreement in October 2011. |
|--|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

|  | • | Ground-workon the Buckreef project resumed with the main activity being marking and initial clearing of the site covered by the Buckreefmain pit outline. |
|--|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Sitemarking and survey pick-ups of the planned Grade Control drill-holes commenced. |
|--|---------|-------------------------------------------------------------------------------------|

|  | • | TheCompany also completed and successfully published the NI 43-101 Compliant updated Buckreef Pit Optimized Resource Technical MiningFeasibility Report during the quarter. |
|--|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

***Q4_2017 (June 2017 – August 2017)***

 

|  | • | Tanzaniasuspended granting of new mining licenses and froze the renewal of expired mining permits until further notice under their newlegislative changes that seek to enable the government to re-negotiate of Mining Developments Agreements among other things. |
|--|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | TheCompany successfully completed ground clearing and surveying the demarcated Buckreef mega-pit outline. |
|--|---------|-----------------------------------------------------------------------------------------------------------|

|  | • | Inaddition, all the proposed Grade Control drill collars were marked and surveyed covering the entire Buckreef mega-pit site. |
|--|---------|-------------------------------------------------------------------------------------------------------------------------------|

|  | • | Thecompany also commenced ground clearing of the two sites proposed for the construction of the tailings storage facility (TSF) forthe Buckreef mining operation. |
|--|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Thecompany also commenced work on an updated internal report on the financial projections for the Buckreef Mine Closure ConceptualPlan. |
|--|---------|-----------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Artisanalmining activities at the Buziba, Eastern Porphyry Prospect, Bingwa Prospect, Kihesa Area and Tembo North have persisted throughoutthe 4th quarter as efforts to evict the artisanal miners from these areas have been unsuccessful and/or tied up by local governmentauthorities to the issue of the outstanding land compensation for house-holders within the special mining license. |
|--|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

Exploration

 

Following the Company’s decision to include mine developmentto its strategy of generating maximum revenue from its extensive portfolio of properties and with the rising costs of maintainingprospecting and other licenses in Tanzania, management decided to review, revamp and clean up the TRX PL portfolio with a viewto discard certain licenses and/or alternatively farm them out in JV packages.

 

A detailed in-house geological review reports on each respectiveproject area and its potential for discovery of gold mineralization were reviewed by the executive technical team and their recommendationsare now being implemented. The in-house review of all the company’s various Prospecting License (PL) holdings establishedthree project categories Retention, Joint Venture & Discard/Abandon as described in the respective sections below:

** **

**Projects/Licenses *to Retain (Mining projects)***

|  | · | *Buckreef – 12 PLs & 1 SML* |
|--|----------|---------------------------------------|

|  | · | *Buziba – 1 PL* |
|--|----------|-----------------------|

|  | · | *Itetemia – 8 PLs & 1 ML (Application)* |
|--|----------|---------------------------------------------------|

|  | · | *Kigosi – 13 PLs & 1 ML* |
|--|----------|------------------------------------|

|  | · | *Luhala – 2 PLs* |
|--|----------|------------------------|

 

Five (5) critical target projects were identified as Buckreef project,Buziba project, Kigosi project, Itetemia project and Luhala project. The Buziba project was traditionally lumped up under Buckreefproject in previous annual reports but will now be treated as a standalone project. Brief descriptions of PL holdings and financialobligation status for each respective project area as of 31st August 2017 are summarized in the sections below.

** **

**Buckreef Project**

** **

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 namelyBuckreef, Bingwa, Tembo, Eastern Porphyry and Buziba. The Buckreef prospect encompasses three ore zones namely Buckreef South,Buckreef Main and Buckreef North. The Project is fully-licensed for mining and extraction of gold.

 

 

The following cumulative work was completed up to 31st August 2017:

 

|  | · | No mining or ore processing activities conducted at the Buckreef project during the year. Statusof the project for the year-ended 31st August 2017 is still care and maintenance while we wait for the issuance of therenewed SML certificate. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Historical cumulative total ore mined from the Buckreef South pilot pit as of 31st August2017 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 31st August 2017, 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). |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | An NI43-101 Compliant updated Buckreef Pit Optimized Resource Technical Mining Feasibility Reportwas completed and published. Major Assumptions in the report included a gold price of $1250/oz, an effective Tax Rate of 15.25%;a Royalty Rate of 4.3%; transport refining cost of $15.00/oz Au and discount rate of 5%. |
|--|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

The Study results reflect the continued refinement of pit optimizedmining reserves, mine production schedule, process plant ore feed schedule and financial projections & analysis based on comprehensivecost estimations for process plant (design, fabrication, construction and operation) and mining (equipment purchase and mine production)on the Buckreef Project. Major highlights are:

 

|  | · | Conventional open pit mining methods selected in pit designs. |
|--|----------|---------------------------------------------------------------|

|  | · | Over LoM, a total of 17.49Mt 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 plantcommissioning. |
|--|----------|------------------------------------------------------------------------------------------------------------------|

|  | · | 1.064Moz of gold mined over the 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. |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | 0.91Moz of gold will be produced over the life of the project. |
|--|----------|----------------------------------------------------------------|

|  | · | Initial capital cost outlay estimated at US 32.5 Million with a Life of mine cost over the threephases of $59.6 million and sustaining capital, excluding closure costs. |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Cash operating costs of $696/oz produced equivalent US $35.95 per tonne milled. |
|--|----------|---------------------------------------------------------------------------------|

|  | · | Generation of a positive NPV of $243 million at a 5% discount rate and an IRR of 53.7% |
|--|----------|----------------------------------------------------------------------------------------|

** **

**Buziba Project**

** **

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 fromBuckreef via unpaved and poorly maintained gravel roads. The Buziba Project is a pre-development stage medium grade gold depositand principal host lithologies include basalt, co-magmatic dolerite and a suite of intrusive quartz-albite felsic porphyries. Goldmineralization 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 publishedin 2012 and subsequently in 2014, the global gold resources (Measured, Indicated & Inferred) estimated over approximately 2.5kmstrike length and to a depth of 230 metres below surface amounts to 29Mt@1.04g/t containing 984,144ozs of gold.

 

 

During the reporting period, no fieldwork was conducted in the projectarea.

 

**License Holding and Status (Buckreef & Buziba)**

** **

At the end of Q4_2017, the Buckreef and Buziba projects had 13 PLsand 1 SML covering a surface area of 95.40km2. The license status and statutory liabilities for the two projects are as shown inthe table below:

 

 

** **

|  | · | PL and SML annual fees for 2017/2018 paid up. |
|--|----------|-----------------------------------------------|

|  | · | The Buckreef Renewal Licence SML04/92 certificate issuance ceremony was postponed indefinitelyby the Ministry of Energy and Minerals (MEM) after the Minister failed to sign the document as planned on 7th March 2017. |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

 

**Itetemia Project**

** **

The Itetemia gold deposit includes the mineral resources of theGolden 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. Modelingand processing of assay results from both the core drilling and RC drilling so far completed over the GHR and surrounding areasculminated in the estimation of the following Mineral Resources by CSA Australia Pty (Ltd) (“CSA”). The gold resourcenumbers 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 Prospectat Itetemia into a Mining License (ML) commenced on 4th November 2015. The Company re-submitted all documentation requiredfor the conversion of the Itetemia PL into a Mining License at the request of the relevant authorities in the Ministry of Mines.A follow up on the Mining License renewal shows that the application is still under review.

As of the 31st August 2017, the retained portion of theItetemia project area has 8 active PLs and 1 ML application all covering a surface area of 41.23km2. The Itetemia Projectlicense status and statutory liabilities are as shown in the table below:

 

 

|  | · | All the Itetemia PLs nominated for retention by the company have outstanding annual fee paymentsas shown above. |
|--|----------|-----------------------------------------------------------------------------------------------------------------|

|  | · | Two (2) PLs expired in June 2017 and applications for renewal are now overdue while one (1) PLwill expire in October 2017 and is now due for renewal application submission. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Renewal applications for 4 of the critical licenses are still being processed and application feepayment was completed and posted online. We now await offer letters. |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | The ML application is still under review for close to 2 years now and no response on the delayedapplication have been received from MEM offices. The ML application covers three (3) licenses viz 9198/2013, 9229/2013 & 9374/2013that have now also expired or are soon to expire. |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

***Kigosi Project***

*** ***

Kigosi Project area remains subject to a Game Reserve DeclarationOrder. Upon repeal or amendment of that order by the Tanzanian Government, the Kigosi Mining Company will be legally entitled toexercise its rights under the Mineral Rights and Mining Licence. The procedures for de-gazetting the Kigosi mining licence projectarea from a game reserve area to a mining area on the government gazette has not been completed by government of Tanzania.

 

Gold Mine development plans at Kigosi continue to be shelved mainlysince under the 2010 Mining Act, only exploration and mining of energy minerals, including uranium, gas and petroleum is permittedin 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 2017)of the Kigosi Project license portfolio (identified as critical to the project) has 13 active PLs and 1 ML all covering a surfacearea of 177.01km2. The license status and statutory liabilities are as shown in the table below:

* *

*Kigosi Gold Project PL Portfolio Status – PLs Proposedfor Retaining*

* *

 

|  | · | All the Kigosi PLs nominated for retention by the company have outstanding annual fee payments. |
|--|----------|-------------------------------------------------------------------------------------------------|

|  | · | Kigosi ML payments all up to date and the 2017/2018 annual fees are due in October 2017. |
|--|----------|------------------------------------------------------------------------------------------|

|  | · | PLs highlighted in red text have technically expired and no renewal application has been submitteddue to the outstanding annual fee payments and prevailing uncertainty with the new laws enacted recently with especial referenceto game reserves. |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

***Luhala Project***

 

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

 

Drilling at the Luhala Project has been concentrated on the LuhalaHills (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 coredrilling and RC drilling conducted over the various deposits at Luhala, has to-date resulted in the estimation, by CSA, of thefollowing 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 studyat the Luhala gold project has been completed and once funds are available the contract to engage the consultant to carry out thestudy will be signed to initiate the FS study works.

At the end of this reporting quarter critical Luhala project areahad 2 PLs covering a surface area of 17.31km2. The Luhala Project license status and statutory liabilities are as shownin the table below:

* *

*Luhala Gold Project PL Portfolio Status - PLs Proposed for Retaining*

 

|  | · | Payment of outstanding annual fees for the critical Luhala PLs was completedas one of the conditions to submit renewal or extension applications. |
|--|----------|---------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Online renewal application for PL8937/2013 was successfully lodged onthe MEM portal. Application fee payment has been done and posted inline. |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Response from MEM awaited. |
|--|----------|----------------------------|

*** ***

As of 31st August 2017, the Projects to Retainlicense portfolio’s outstanding and current financial liabilities and obligations arising from unpaid rents including thepenalties are US$125,974 as summarized in the table below.

 

*Liabilities - PLs to Retain (Mining Projects)*

 

**Projects Licenses *to Joint Venture***

|  | · | Biharamulo – 6 PLs |
|--|----------|--------------------------|

|  | · | Lunguya – 8 PLs |
|--|----------|-----------------------|

|  | · | Manonga – 6 PLs |
|--|----------|-----------------------|

|  | · | Ushirombo – 2 PLs |
|--|----------|-------------------------|

 

Prospecting Licenses within four project areas, identified as Biharamuloproject, Lunguya project, Manonga project and Ushirombo project were selected as possible licenses to farm out in JV agreements.Brief descriptions of PL holdings and financial obligation status for each respective project area as of 31st August 2017 are summarizedin the section below.

 

**Biharamulo project area**

 

No work done during the reporting period. Biharamulo Gold Prospectis a green-fields to brown-fields stage project focusing on the defining the mineralization along a regional WNW-ESE trending shear.Historical preliminary exploration results show a very high potential for gold mineralization associated and/or controlled by theprominent NW-SE parallel structures over a strike length of >600m covered by the cluster of 5 contiguous PLs. Joint VenturePartner for the Project are being sought.

 

 

The Biharamulo Project license status and statutory liabilitiesare as shown in the table below:

 

*Biharamulo Gold Project PL Portfolio Status - PLs Proposed forJV partnerships*

 

|  | · | *All the Biharamulo PLs nominated for potential JV partnerships bythe company have outstanding annual fee payments as shown in the table above.* |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | *PL highlighted in red technically expired on 7th February2017. No renewal application was submitted due to the outstanding annual fee payments. PL still considered by MEM as still registeredto the company.* |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | *PL highlighted in purple expire in mid-2018 but due to non-paymentof annual fees, we have received Notice of Default letters from MEM. The licenses will forfeit to the state if no payments aremade with the statutory 3-month period.* |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Lunguya project area**

 

No work done during the reporting period. Basedon historical in-house exploration data, three zones were identified and are associated with extensive artisanal workings (±30m depth), with more extensive workings at Nyamakwenge. These known gold prospects include the Nyamakwenge Reefs (NE corner of PL6941/11); the Nyikoboko Reefs (NE corner of PL 5289/08) & NW-SE trending Shilela reef system (PLs 8940/13, 10145/14 & 9626/14).Gold occurs principally as free gold within multiple quartz veins or stock-works, often associated with felsic intrusives.

The Lunguya Project license status and statutory liabilities areas shown in the table below:

 

*Lunguya Gold Project PL Portfolio Status - PLs Proposed forJV partnerships*

 

|  | · | All the Lunguya PLs nominated for potential JV partnerships by the companyhave outstanding annual fee payments as shown in the table 11a above. |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PL highlighted in red technically expired and no renewal applicationswere submitted due to the outstanding annual fee payments. PL still considered by MEM as registered to the company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Manonga project area**

 

No work done. The Manonga Project licencesare located within the Nzega Greenstone Belt of the southern margin of Lake Victoria Gold Fields. Manonga Gold Project isa greenfield gold exploration project focusing on identification of potential Golden Pride mine type mineralization in the NzegaEast Goldfield and the Chomachankola artisanal workings to the south. Geophysical anomalies to the North of the Resolute GoldenPride closed mine and that at Igurubi (PL8957/2013, PL8964/13) could turn out prospective if more detailed prospecting work iscompleted on the area to the east.

 

The Manonga Project license status and statutory liabilities areas shown in the table below:

 

*Manonga Gold Project PL Portfolio Status - PLs Proposed forJV partnerships*

 

**

 

|  | · | All the Manonga PLs nominated for potential JV partnerships by the companyhave outstanding annual fee payments as shown in the table above. |
|--|----------|---------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PL highlighted in red technically expired and no renewal applicationswere submitted due to the outstanding annual fee payments. PL still considered by MEM as registered to the company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | One of the PLs is also under a default notice and will forfeit as thedefault notice period has also matured. |
|--|----------|--------------------------------------------------------------------------------------------------------------|

** **

**Ushirombo project area**

 

No work done. Ushirombo Gold Projectis a brown field stage gold project focusing on the finding of gold deposit in the 12km long x 6km wide Ushirombo Gold Corridorin the Ushirombo area. Historical exploration work indicates that gold prospectivity in the area include anomalous au-in-soil,RAB drilling, pit sample, grab sample localities established by BEAL and TRE previous works within the Ushirombo Gold Corridor(UGC).

 

The Ushirombo Project license status and statutory liabilities areas shown in the table below:

 

*Ushirombo Gold Project PL Portfolio Status - PLs Proposed forJV*

 

|  | · | All the Ushirombo PLs nominated for potential joint venture agreementsby the company have outstanding annual fee payments as shown in the table above. |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PL highlighted in red technically expired and no renewal applicationswere submitted due to the outstanding annual fee payments. PL still considered by MEM as registered to the company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

One of the PLs is also under a default notice and will forfeit asthe default notice period has also matured.

** **

As of 31st August 2017, the Projects to JV licenseportfolio’s outstanding and current financial liabilities and obligations arising from unpaid rents including the penaltiesare US$182,715 as summarized in the table below.

 

Liabilities - PLs to JV (Exploration Projects)

** **

**Projects Licenses *to Discard/Abandon***

|  | · | Biharamulo – 2 PLs |
|--|----------|--------------------------|

|  | · | Kabanga – 2 PLs |
|--|----------|-----------------------|

|  | · | Kanegele – 10 PLs & 1 Application |
|--|----------|---------------------------------------------|

|  | · | Kigosi – 19 PLs |
|--|----------|-----------------------|

|  | · | Kibara – 3 PLs |
|--|----------|----------------------|

|  | · | Kongwa- 1 PL |
|--|----------|--------------|

|  | · | Luhala – 2 PLs |
|--|----------|----------------------|

|  | · | Mwadui – 4 PLs |
|--|----------|----------------------|

 

 

|  | · | Nzega – 2 PLs |
|--|----------|---------------------|

|  | · | Nyanzaga – 2 PLs |
|--|----------|------------------------|

|  | · | Tulawaka – 4 PLs |
|--|----------|------------------------|

|  | · | Shinyanga – 1 PL |
|--|----------|------------------------|

 

ProspectingLicenses within the eleven (11) project areas, identified as above were selected as possible licenses to discard and surrenderback to the Ministry of Mines or respective original JV partners. Brief descriptions of PL holdings and financial obligation statusfor each respective project area as of 31st August 2017 are summarized in the section below.

 

**Biharamulo project area**

 

No work done. Historical preliminary exploration results showeda very low to negligent potential for gold mineralization within some of the PLs that make up the regional Biharamulo project.Consequently, it has been recommended that these licenses be abandoned or returned to original owners to cut liabilities. The licensestatus and statutory liabilities for these PLs are as shown in the table below:

 

Biharamulo Gold Project PL Portfolio Status - PLs Proposed forDiscard

 

|  | · | The two (2) Biharamulo PLs nominated for discarding or surrender toMEM by the company have outstanding annual fee payments as shown in the table above. |
|--|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Both PLs have technically expired as per the dates in the table above.No renewal applications were submitted due to the outstanding annual fee payments. PL still considered by MEM as registered tothe company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Kabanga Nickel project area**

 

No work done. Though the Kabanga Nickelproject was abandoned some years back, two licenses have been pending surrender to the Ministry of Energy and Minerals since 2013.The license status and statutory liabilities for these PLs are as shown in the table below:

* *

*Kabanga Nickel Project PL Portfolio Status - PLs Proposed forDiscard*

 

|  | · | Surrender fees for the two remaining Kabanga PLs were never paid. |
|--|----------|-------------------------------------------------------------------|

|  | · | The two PLs have since technically expired though they still appearunder our portfolio on the MEM portal. |
|--|----------|-----------------------------------------------------------------------------------------------------------|

** **

**Kanegele project area**

 

No work done. Kanegele Gold Prospectis a green stage exploration project that just barely got off the ground. Historical preliminary exploration results showed a verylow to negligent potential for gold mineralization within some of the PLs that make up the regional Kanegele project. Consequently,it has been recommended that these licenses be abandoned or returned to original owners to cut liabilities. However, an Australianbased company, Liontown Company that has since closed shop in Tanzania had initiated talks with TRX top management on the possibletakeover/JV of the entire project.

 

The license status and statutory liabilities for these PLs are asshown in the table below:

 

*Kanegele Gold Project PL Portfolio Status - PLs Proposed forDiscard*

 

 

|  | · | All the Kanegele PLs nominated for potential discard by the companyhave outstanding annual fee payments as shown in the table above. |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PL highlighted in red technically expired and no renewal applications were submitted due to the outstanding annual fee payments.PL still considered by MEM as registered to the Company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PLs highlighted in purple are active but officially notified to us as being in default. The default notice gives us 3 monthsin which to pay all outstanding fees failure to do that will result in automatic forfeiture of the license. |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

*** ***

***Kigosi Project***

 

Gold Mine development plans at Kigosi continue to be shelved mainlysince under the 2010 Mining Act, only exploration and mining of energy minerals, including uranium, gas and petroleum is permittedin any game reserve. Historical preliminary exploration results showed a very low to negligent potential for gold mineralizationwithin some of the PLs that make up the regional Kigosi project. Consequently, it has been recommended that these licenses be abandonedor returned to original owners to cut liabilities.

 

The license status and statutory liabilities for these PLs are asshown in the table below:

 

*Kigosi Gold Project PL Portfolio Status - PLs Proposed for Discard*

 

|  | · | All the Kigosi PLs nominated for discard or surrender to MEM by thecompany have outstanding annual fee payments as shown in the table above. |
|--|----------|----------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PLs highlighted in blue technically expired between 7th June2016 to 30th December 2016. No renewal applications were submitted due to the outstanding annual fee payments. PLs stillconsidered by MEM as still registered to the company. |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PLs highlighted in red expired on 7th February 2017 and 26thMarch 2017 respectively. |
|--|----------|--------------------------------------------------------------------------------------|

|  | · | PL highlighted in purple is active but officially notified to us asbeing in default. The default notice gives us 3 months in which to pay all outstanding fees failure to do that will result in automaticforfeiture of the license. |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

 

**Kibara project area**

 

No work done. Kibara Gold Prospect isa green field exploration project focusing on the finding of gold prospects like those in the Mara-Musoma belt which are mostlylocated near the major NE and NW regional shear structures. Historical preliminary exploration results showed a limited potentialfor gold mineralization within some of the PLs that make up the regional Kibara project. Gold prospectivity target areas on theKibara Project should be located within the two-major regional structural shears, namely the NE-SW shears and the NW-SE shears,with most favorable loci where the two structures crosscut e.g. Suguti, Sirori Simba, Maji Moto and Buhemba prospects areas.

Consequently, it has been recommended that these licenses be abandonedor returned to original owners to cut liabilities.

 

The license status and statutory liabilities for these PLs are asshown in the table below:

 

*Kibara Gold Project PL Portfolio Status - PLs Proposed for Discard*

 

|  | · | All the Kibara PLs nominated for potential discard by the company haveoutstanding annual fee payments as shown in the table above. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PLs highlighted in red technically expired and no renewal applications were submitted due to theoutstanding annual fee payments. PL still considered by MEM as registered to the company. |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | All the PLs under a default notice and will forfeit as the default notice period has also matured. |
|--|----------|----------------------------------------------------------------------------------------------------|

** **

**Kongwa Gold project area**

 

As of 31st August 2017, Ministry of Energy and Minerals (MEM) portalposting shows that, the single remaining Kongwa PL has forfeited to the ministry.

** **

**Luhala Project**

No work done during the reporting period. Historical preliminaryexploration results showed a very low to negligent potential for gold mineralization within some of the PLs that make up the regionalLuhala project. Consequently, it has been recommended that these licenses be abandoned or returned to original owners to cut liabilities.The license status and statutory liabilities for these PLs are as shown in the table below:

 

*Luhala Gold Project PL Portfolio Status - PLs Proposed for Discard*

 

|  | · | All the Luhala PLs nominated for discarding or surrender to MEM by thecompany have outstanding annual fee payments as shown in the table above. |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PLs highlighted in red technically expired between 4th May2016 and 20th October 2016. No renewal applications were submitted due to the outstanding annual fee payments. PLs stillconsidered by MEM as still registered to the company. |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Mwadui project area**

 

No work done during the reporting period. The Mwadui Diamond Projectis a brown field exploration project that focused on the initial identification of regional-scale targets for the development ofdiamondiferous kimberlite pipes in the Mwadui area kimberlite province. Preliminary drilling completed on some of the high magneticdipolar signatures on kimberlitic pipes along the NE & NW dykes in the Mwadui Project area resulted in the identification ofareas with potential diamondiferous gravels that could be further tested for economic kimberlite pipes.

 

Consequently, it has been recommended that these licenses be abandonedor returned to original owners to cut liabilities. The license status and statutory liabilities for these PLs are as shown in thetable below:

 

 

*Mwadui Diamond Project PL Portfolio Status - PLs Proposed forDiscard*

 

|  | · | All the Mwadui PLs nominated for potential discard by the company haveoutstanding annual fee payments as shown in the table above. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PL highlighted in red technically expired and no renewal applicationswere submitted due to the outstanding annual fee payments. PL still considered by MEM as registered to the company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | One of the PLs is also under a default notice and will forfeiture as the default notice period has also matured. |
|--|----------|------------------------------------------------------------------------------------------------------------------|

** **

**Nzega Gold project area**

 

No work done during the reporting period. The Nzega gold projectis a greenfield stage project focused on looking for the Golden Pride mine style of mineralization on the anomalous gold areasdefined by soils, BGC, Auger drilling and grab sampling. Historical preliminary exploration results showed a very low to negligentpotential for gold mineralization within the remaining PLs that make up the regional Nzega project. Consequently, it has been recommendedthat these licenses be abandoned or returned to original owners to cut liabilities.

The license status and statutory liabilities for these PLs are asshown in the table below:

 

*Nzega Gold Project PL Portfolio Status - PLs Proposed for Discard*

 

|  | · | The single Nzega PL nominated for potential discard by the company hasoutstanding annual fee payments as shown in the table above. The PL has technically expired and no renewal applications were submitteddue to the outstanding annual fee payments. PL still considered by MEM as registered to the company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | The renewal application for PL8480/2012 was approved by MEM but despiteTanzam not taking up the offer, it remains on our portfolio. |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------|

** **

**Nyanzaga Gold project area**

 

No work done during the reporting period. The Nyanzaga gold projectis a brownfield stage project focusing on the finding of a gold resource like the recently established Nyanzaga Mine now underdevelopment. Historical preliminary follow-up RC drilling intercepted the potential strike extension of the regional shear zonebut the assay results returned very sporadic anomalous gold values (<1.0g/t Au). Consequently, it has been recommended thatthese licenses be abandoned or returned to original owners to cut liabilities.

The license status and statutory liabilities for these PLs are asshown in the table below:

 

*Nyanzaga Gold Project PL Portfolio Status - PLs Proposed forDiscard*

 

|  | · | All the Nyanzaga PLs nominated for potential discard by the companyhave outstanding annual fee payments as shown in the table above. |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Both PLs highlighted in red technically expired and no renewal applicationwere submitted due to the outstanding annual fee payments. PLs still considered by MEM as still registered to the company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Shinyanga Gold project area**

 

No work done during the reporting period. The Shinyanga gold projectis a brownfield stage project focusing on the finding of remnant greenstone slivers that could host gold deposits. Historical preliminaryexploration results showed a very low to negligent potential for gold mineralization within the remaining PLs that make up theregional Shinyanga project. Consequently, it has been recommended that these licenses be abandoned or returned to original ownersto cut liabilities.

 

 

The license status and statutory liabilities for these PLs are asshown in the table below:

 

*Shinyanga Gold Project PL Portfolio Status - PLs Proposed forDiscard*

 

|  | · | *The remaining Shinyanga PL nominated for potential discard by thecompany has outstanding annual fee payments as shown in the table above.* |
|--|----------|---------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | *The PL highlighted in purple is active but officially notified to us as being in default. The default notice gives us 3months in which to pay all outstanding fees failure to do that will result in automatic forfeiture of the license.* |
|--|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Tulawaka Gold project area**

 

No work done during the reporting period. The Tulawaka Gold Projectis a green stage project that was aimed at generating similar deposits to the Tulawaka Gold mine (now operated as Stamigold). Historicalpreliminary exploration results showed a very low to negligent potential for gold mineralization within the remaining PLs thatmake up the regional Tulawaka project. Consequently, it has been recommended that these licenses be abandoned or returned to originalowners to cut liabilities.

The license status and statutory liabilities for these PLs are asshown in the table below:

 

*Tulawaka Gold Project PL Portfolio Status - PLs Proposed forDiscard*

 

|  | · | All the Tulawaka PLs nominated for potential discard by the companyhave outstanding annual fee payments as shown in the table above. |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------|

|  | · | PL highlighted in red technically expired and no renewal applicationswere submitted due to the outstanding annual fee payments. PL still considered by MEM as registered to the company. |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

All the PLs also under a default noticeand will forfeit as the default notice period has also matured.

*** ***

As of 31st August 2017, the **Projects to Discard/Abandon**license portfolio’s outstanding and current financial liabilities and obligations arising from unpaid rents including thepenalties are US$572,841 as summarized in the table below.

 

*Liabilities - PLs to Discard/Abandon (Exploration Projects)*

*** ***

***License Relinquishment***

 

Following the Company’s decision to include mine developmentto its strategy of generating maximum revenue from its extensive portfolio of properties and with the rising costs of maintainingprospecting and other licenses in Tanzania, management decided review, revamp and clean up the TRX PL portfolio with a view todiscard certain licenses and/or alternatively farm them out in JV packages.

 

 

A detailed in-house geological reviews of each respective projectarea and its potential for discovery of gold mineralization was submitted to a technical team that review the merits and de-meritsof each project in Tanzania.

 

This exercise culminated in the establishment of all outstanding,current and future financial liabilities and obligations arising from our total land-holdings as summarized in the above sections.

*Exploration*

 

The Company’s principal exploration properties are currentlyall located in the United Republic of Tanzania, Africa. The government of Tanzania is a stable, multi-party democracy. Mineralexploration in Tanzania is affected by local climatic, political, and economic conditions. The Company’s properties haveyear round access, although seasonal summer rains from December to March may result in flooding in low lying areas, which are dominatedby mbuga (black organic rich laustrine flood soils). Further, most lowland areas are under active cultivation for corn, rice, beansand 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 impedeor even prevent the transport of heavy equipment to the Company’s mineral properties at certain times of the year betweenDecember 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 havingfinancial and other resources far greater than those of the Company. The Company competes with other mining companies in connectionwith the acquisition of gold and other precious metal properties. In general, properties with a higher grade of recoverable mineraland/or which are more readily mineable afford the owners a competitive advantage in that the cost of production of the final mineralproduct is lower. Thus, a degree of competition exists between those engaged in the mining industry to acquire the most valuableproperties. As a result, the Company may eventually be unable to acquire attractive gold mining properties.

* *

*Dependence on Customers and Suppliers*

* *

The Company is not dependent upon a single or few customers or supplierfor revenues or its operations.

 

Governmental Regulations

 

As of November 1, 2010, the *Tanzania Mining Act, 2010* (“***MiningAct, 2010***”) came into effect. The Tanzania Ministry of Energy and Minerals announced changes to fees effective July27, 2012.

 

The Company’s mineral interests in Tanzania are initiallyheld under prospecting licenses granted pursuant to the Mining Act, 2010 for a period of up to four years, and are renewable twotimes for a period of up to two years each. The Company must pay annual rental fees for its prospecting licenses based on the totalarea of the license measured in square kilometres, multiplied by US$100/sq.km for the initial period, $150/sq.km for the firstrenewal 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 monthsand even years to process by the regulatory authority in Tanzania.

 

All prospecting licenses in Tanzania also require the holder toexpend funds which are set out in the Mining Act, 2010. At each renewal, at least 50% of the Company’s licensed area mustbe relinquished on prospecting licences in excess of 20 square kilometres. On relinquishing the ground, the area is automaticallyreturned to the Mining Commissioner’s jurisdiction for a period of 4 months after which it will be declared vacant or otherwiseby the Commissioner. If the Company still has an interest in the relinquished one-half portion, it must then file a new applicationin competition with other interested companies for the relinquished portion 4 months after the relinquishment date. If more thanone application is lodged on the same day at the Mining Commissioner’s office, then the Commissioner may award the groundby 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 licenceto carry on mining activities. Pursuant to the Mining Act, 2010 a mining license is granted for a maximum initial period of 10years. It is renewable 6 months prior to expiry for a period the applicant will state but not exceeding 10 years. A special mininglicence is granted for the estimated life of the ore body indicated in the feasibility study report, or such period as the applicantmay 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 submitregular reports in accordance with mining regulations. Upon commercial production, the government of Tanzania imposes a royaltyon the gross value of all production at the rate of 4% of all gold produced. The applicable regulatory body in Tanzania is theMinistry of Energy and Minerals.

 

An environmental impact statement and an environmental managementplan must accompany special mining license, mining license and gemstone mining license applications for mineral rights. In additionto the establishment of environmental regulations, the Tanzanian Government has improved management procedures for effective monitoringand enforcement of these regulations by strengthening the institutional capacity, especially in the field offices. The Governmenthas provided rules for the creation of reclamation funds to reinstate land to alternative uses after mining and it has developedguidelines 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 anddevelopment of mineral properties, with a primary focus on exploring for gold properties in Tanzania. From 2011 onwards, the Companyalso decided to morph into a junior mining company using its Buckreef project as the flagship. Historically, the Company has fundedits activities by way of the sale and issuance of its securities. The Company also obtains operating funds through sales of andoptions to sell its various mineral property interests to other parties, retaining a royalty interest. The avtivities of the Companywithin its properties with or without a known body of commercial ore, with or without established mineral reserves, to date havebeen exploratory and developmental in nature. Feasibility studies have been compeletd and published on the Buckreef, Kigosi andItetemia Projects with all pertinent details.

 

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 smallgold 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 thecurrent 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 pitsand 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                                                                                                                                                                                |

 

| **Year**   | **Operator**                                         | **Work Performed**                                                                                                                                                                                                                                                                                                                                                                                             |
|------------|------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1982-1988  | State Mining Corpoaration                            | 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. |
| 2011       | Tanzanian Royalty                                    | Second Buckreef Gold mine Re-Development JV Agreement signed between Tanzanian Royalty Exploration Corp 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.                                                                                                                                        |
| 2008- 2009 | Tanzanian Royalty                                    | 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 Royalty                                    | 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.                                                                                                                                                      |
| 2012-2013  | Tanzanian Royalty                                    | 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 Royalty                                    | 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 Royalty                                    | Pilot mining continued on South pit. Pilot heap leaching operations commenced.                                                                                                                                                                                                                                                                                                                                 |

 

| **Year** | **Operator**      | **Work Performed**                                                                                                                                                                                                                                                                                            |
|----------|-------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2016     | Tanzanian Royalty | 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. |

 

The technical content of the following discussion regarding theBuckreef Project in Tanzania is summarized from the Buckreef Property technical report dated February 24, 2014 entitled UpdatedNational Instrument 43-101 Independent Technical Report on the Buckreef Project in Tanzania for Tanzanian Royalty Exploration Corporationprepared by Venmyn Rand (Pty) Limited and compiled by Fiona Harper, D. Richards and Andrew Neil Clay (the “***UpdatedBuckreef Technical Report***”). The Updated Buckreef Technical Report was filed on SEDAR on February 24, 2014. A furtherupdated National Instrument NI43-101 compliant Technical Report dated 27th April 2017 and entitled the ***UpdatedIndependent Technical Mining Reserve Estimate and Economic Feasibility Study on the Buckreef Gold Mine Project, Tanzania, EastAfrica*** prepared by MaSS Resources was filed on SEDAR on April 5, 2017.

 

Ownership

 

Prior Ownership

 

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

 

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

 

Current Ownership, Property and Location

 

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

 

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

 

|  | • | BRMA:includes the Buckreef Prospect, 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 Prospectis 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 classifiedas low to medium grade orogenic gold deposits hosted by mafic volcanic sequences of the eastwest trending Archaean RGB within theL of the Tanzanian Craton. The BRMA gold deposits are hosted by a major steeply dipping, northeast-southwest trending brittle-ductileshear zone and subsidiary shears, with an early phase of iron rich carbonate alteration, re-brecciation, felsite intrusion anda later phase of auriferous quartz veining.

 

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

 

Regional Geological Setting

 

The Buckreef Project is situated within the LVGof northern Tanzania, which consists of a number of eastwest trending, linear, Archaean greenstone belts, which are separate granite-gneissterrains within the Tanzanian Craton of east Africa. The LVG is the third largest gold producing region of Africa, surpassed onlyby the Witwatersrand Basin in South Africa and the Tarkwa region of Ghana. Numerous gold occurrences have been identified in theLVG, and new discoveries continue to be made. Since 1998, when the first mine, Golden Pride was commissioned, four additional largescale 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 metamorphicgrade of the Nyanzian Group is lower to middle greenschist facies, and two major deformational episodes have been identified. Amphibolitefacies metamorphic rocks are exposed in the western portions of the belt near Tulawaka Mine, but in general higher grade metamorphiccomplexes are rare.

 

The greenstone belt sequences have geologicaland structural similarities to major gold districts in the Canadian Shield (Val d ́Or, Kirkland Lake) and the Yilgarn Cratonin Western Australia (Kalgoorlie, Laverton, Leonora, Kambalda and Southern Cross).

 

Gold mineralisation within the LVG occurs in anumber of styles including:-

 

|  | • | quartzveins within minor brittle lineaments, most commonly worked on a small scale by artisanal workers, due to their limited extentand erratic gold distribution; |
|--|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|  | • | mineralisationwithin major ductile shear zones; |
|--|---------|-------------------------------------------------|

 

|  | • | mineralisationassociated with replacement of iron formation and ferruginous sediments; and |
|--|---------|--------------------------------------------------------------------------------------------|

 

|  | • | Felsic(porphyry) hosted mineralisation, such as within the RGB. |
|--|---------|-----------------------------------------------------------------|

 

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

 

|  | • | structurallineaments trending at 120o; |
|--|---------|---------------------------------------------|

 

|  | • | flexuresand splays to the 120o trend (such as at Golden Pride); |
|--|---------|----------------------------------------------------------------------|

 

|  | • | structurallineaments at 70o (such as at Golden Ridge); and |
|--|---------|-----------------------------------------------------------------|

 

|  | • | Granite-greenstonecontacts (such as at the Ushirombo and RGB). |
|--|---------|----------------------------------------------------------------|

 

 

Local Geological Setting

 

The Buckreef Project area covers the eastern portionof the eastwest trending RGB, which forms part of the Sukumaland Greenstone Belt. The Sukumaland Greenstone Belt is oval shapedand is defined by two intermittently exposed belts of meta-volcanic and meta-sedimentary rocks that surround a core of granitoidsand 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 inthe region has been hampered by the lack of outcrop (less than 2%). Isotopic dating suggests that the sequences are approximately2.6Ga in age and although no contact between the outer and inner belts is exposed, a general trend of younging outwards is consideredvalid.

 

Within the Sukumaland Greenstone Belt, the RGBconsists of a sequence of eastwest trending, poorly outcropping basaltic flows and overall the RGB varies in width from 5km to10km. The mafic sequences consist of komatiitic basalts to the south and tholeitic basalts in the north, separated by the RwamagazaShear Zone. The basalts display well preserved volcanic features such as varioles, pillows, and flow top breccias Aeromagneticdata and minor outcrop, indicate the presence of a number of elongate discontinuous, serpentinised, sheared ultramafic bodies whichparallel the flow stratigraphy and which could represent either intrusive bodies or the cumulate portions of thick, magnesium richbasaltic lava flows.

 

Two main clusters of felsic intrusions occur throughoutthe region and comprise large batholithic granites and porphyry intrusions. The RBG could possibly form part of a much larger maficbelt that has been dissected by the intrusion of large batholithic granites. Aeromagnetic surveys over the Project area indicatethe presence of granites at depth. The RBG mafic-ultramafic sequence is strained to varying degrees, with the highest strain occurringin the central area of the Buckreef Prospect tenements, where the belt is thinnest. In this area, the dominant rock type is maficschist. Toward the thicker (less attenuated) eastern and western parts, the schists form thinner more discrete zones of high strainseparating areas of relatively unstrained ultramafic lithologies. The granitoids are generally unstrained and hence assumed tobe post peak deformation. A large portion of the basalts to the southeast of Nyarugusu are hornfelsed, suggesting the presenceof granite at shallow depths beneath them.

 

The tectonic evolution of the RGB is very poorlyunderstood. Aeromagnetic data reveals several generations of crosscutting, late stage, brittle-ductile faults and shears, whichoffset flow stratigraphy and have locally been intruded by the felsic porphyries and by a late stage dolerite dykes. Early formedductile 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 lateritedevelopment, with formation of predominantly iron rich ferricrete caps, which were subsequently extensively eroded and only isolatedremnants of laterite remain in situ. The high rainfall and sub-tropical climate has resulted in deep laterisation and althoughthere is evidence of localised gold enrichment in the shallow oxidation profiles in both BRMA or BZMA areas, major zones of supergenegold enrichment are not developed in either area. The RGB in general is covered by a thin layer of elluvial regolith, which isamenable to standard soil sampling techniques.

 

A non-penetrative deformation fabric is developedat Buziba, which dips steeply to the south, sub-parallel to the stratigraphy. Individual zones in which this fabric is well developedcannot be traced for distances of more than a few hundred metres on drill sections, but a number of such zones occur throughoutthe 200m of thickness of stratigraphy, which hosts the mineralisation.

 

Exploration Status

 

The Buckreef Gold Mine was an underground mineoperated by the Tanzanian State during the late 1980s. Apart from the state, several previous owners of the project undertook numerousexploration programmes including aeromagnetic, helicopter borne IP, ground magnetic and soil geochemistry surveys, as well as extensiveRC, Air Circulation (“***AC***”) and diamond drilling programmes. Iamgold, the most recent historic owner ofthe project, verified the historic drilling data, undertook additional exploration and defined JORC compliant Mineral Resourcesin 2006. In total, the exploration programme included approximately 30,000 soil samples, 202,000m of RC drilling, 124,000m of ACdrilling and 28,000m of diamond core drilling.

 

 

The Company acquired the rights to the Buckreef Project early in2011 and results of the current metallurgical and geotechnical diamond drilling programs, as well as detailed RC and diamond mineralresource drilling programs, are incorporated in the Updated Buckreef Technical Report. To date, additional mineralisation has beenintersected on Buckreef Prospect Main Zone in a wide zone between 150m and 250m vertical depth with assay results of 4.5g/t Auover 26m and 10.58g/t Au over 19m. Additional near surface mineralisation at less than 200m depth, from Buckreef North includesa mineralised zone 46m wide at 2.31g/t Au. Gold mineralisation has also been identified in the Eastern Porphyry deposit 800m eastof Buckreef Main Zone, over 500m of strike length with near surface mineralisation ranging between 1.25g/tAu to 6.3g/tAu over widthsof 2.25m to 10.5m.

 

Historic metallurgical testwork programs wereundertaken on both the BRMA and BZMA mineralisation types. The testwork on BMRA material indicated that oxide and transitionalmaterial are amenable to treatment using typical carbon-in-leach (“***CIL***”) processing techniques and freshmaterial may benefit from flotation and a finer grind with recoveries anticipated to be in the low 90%s. The testwork results forBZMA mineralisation indicated that it is amenable to treatment using gravity and CIL processing techniques. Metallurgical recoveriesfor BZMA mineralisation were anticipated to be in the low to mid 90%s. Heap leaching testwork indicated that, at a 25mm to 50mmcrushing size fraction in oxide mineralisation, a 75% recovery could be anticipated, whilst transitional and fresh mineralisationrecoveries were lower, at 35% to 50%.

 

Recent heap leach metallurgical testwork indicatepositive results from column leach test for the oxide ore resources, at a 6mm crushing size fraction in oxide mineralization, upto 71% recovery was achieved on agglomerated ores during the testing. Testwork on the sulphide and transition resource indicatea recovery of 58% using a 12.5mm crush size and agglomeration using 4kg/t of lime and 3kg/t of cement.

 

Current (2016) metallurgical testwork indicate positive resultsfrom carbon-in-column leach test for all three (3) resources types, oxide; transition and sulphide resources. For the oxide andtransition resources overall recovery achieved is in the low 90s while for sulphide resources, recoveries are in the upper 80s.

 

Previous Mineral Resource and Mineral ReserveEstimates

 

Hellman & Schofield (Pty) Ltd (“***Hellmanand Schofield***”) was retained by the Company to undertake the Mineral Resource estimation for the Buckreef Projectreported in the technical report effective June 30, 2011 entitled “*National Instrument 43-101 Technical Report on TanzanianRoyalty Exploration Corporation’s Buckreef Gold Project in Tanzania*” prepared by Venmyn Rand (Pty) Limited andcompiled by Fiona Harper, Andrew Neil Clay and Nicholas J. Johnson (the “***Buckreef Technical Report***”).

 

The Mineral Resource estimates were based partially on a historicdataset that has been verified and deemed suitable for Mineral Resource estimation (Hellman and Schofield 2007), as well as Iamgoldexploration data, which is similarly of a standard compliant with National Instrument and JORC reporting requirements. The MineralResources were estimated using Multiple Indicator Kriging techniques in GS3 software produced by Hellman and Schofield. The modelestimates resources into panels, which approximate the drillhole sample spacing throughout the majority of the study area. TheMineral Resource estimates within each panel were classified according to the distribution of sampling in the kriging neighbourhoodand took into account the uncertainty in the estimates related to the proximity and distribution of the informing composites.

 

**Summary of Mineral Resources of the Buckreef Project (Cut-Off 0.5g/t Au) - Dec 2011**

** **

| **DEPOSIT**    | **MEASURED** | **INDICATED**  | **INFERRED**       | **MEASURED & INDICATED** |
|----------------|--------------|----------------|--------------------|------------------------------|
|           | Tonnes (Mt)  | Au Grade (g/t) | Contained Au (Mcz) | Tonnes (Mt)                  | Au Grade (g/t) | Contained Au (Moz) | Tonnes (Mt) | Au Grade (g/t) | Contained Au (Moz) | Tonnes (Mt) | Au Grade (g/t) | Contained Au (Moz) |
| Buckreef       | 5.176        | 2.05           | 0.341              | 3.706                        | 1.86 | 0.222 | 7.158 | 1.89 | 0.435 | 8.882 | 1.97 | 0.563 |
| Buziba-Busolwa |         |           |               | 35.270                       | 1.04 | 1.179 | 14.350 | 0.90 | 0.415 | 35.27 | 1.04 | 1.179 |
| Bingwa         |         |           |               |                         |   |   | 1.120 | 2.4 | 0.086 |   |   |   |
| Tembo          |         |           |               |                         |   |   | 0.725 | 2.18 | 0.051 |   |   |   |
| **TOTAL**      | **5.17**     | **2.05**       | **0.34**           | **38.97**                    | **1.12** | **1.40** | **23.35** | **1.32** | **0.98** | **44.15** | **1.23** | **1.74** |

 

 

*Source: Hellman and Schofield 2007, 2011; Venmyn 2011.*

*Mineral Resources inclusive of Mineral Reserves.*

*Mineral Resources that are not Mineral Reserves do not have demonstrated economicviability*

*Estimates over variable widths of 3m to 40m*

*Bulk Density ranges from 2.0g/cm3 to 2.8g/cm3*

*Inconsistencies in totals are due to rounding down*

*55% attributable to the Company*

*Cut-off grade 0.5g/t Au*

* *

Mineral Resource and Mineral Reserve Estimates:Venymn 2014

 

A Mineral Resource estimate was completed on the BRMA based on thegeological models supplied by CAE Mining. The Mineral Resource estimate was informed by both the diamond drilling and reverse circulationdrilling results and a Mineral Resource block model was confined by wireframed interpretations of the volumes of the individualprospects as developed by CAE Mining using DatamineTM Studio 3 (version 3.21.7164). Venmyn Deloitte carried out the gradeestimation using Ordinary Kriging (OK), using DatamineTM Studio 3 (version 3.20.5321).

 

The Buckreef Project was modelled for gold grade only using theshell of the wireframe models as hard boundaries. Only data within the wireframes were used in the estimate. The variograms rangeswere used to define the search ellipse and each domain was estimated separately. The definition of narrow mineralised stringerswhich frequently change strike direction posed a difficulty to the estimation process but this issue was solved by the use of localanisotropy Kriging (LAK) for the stringers implemented through DatamineTM's dynamic anisotropy functions. Specific Gravityvalues from all prospects and the three alteration zones namely; fresh, transitional and oxide are sufficient for the estimationpurposes. Topographic surface models were provided by the Company.

 

**NI 43-101 Compliant Mineral Resource Estimate for BRMA as at29 November 2013**

** **

| PROSPECT      | **MEASURED** | **INDICATED** | **INFERRED** |
|---------------|--------------|---------------|--------------|
| Volume

(Mm3) | SG           | Tonnes

(Mt)  | Grade

(g/t) | Contained

Gold

(oz Au) | Volume

(Mm3) | SG | Tonnes

(Mt) | Grade

(g/t) | Contained

Gold

(oz Au) | Volume

(Mm3) | SG | Tonnes

(Mt) | Grade

(g/t) | Contained

Gold

(oz Au) |
| Sub-total     | 3.260        | 2.73          | 8.902        | 1.72 | 491,529 | 4.764 | 2.75 | 13.100 | 1.41 | 594,456 | 2.710 | 2.78 | 7.528 | 1.33 | 322,902 |
| Sub-total     | 0.032        | 2.69          | 0.087        | 1.20 | 3,366 | 0.381 | 2.66 | 1.016 | 1.17 | 38,355 | 0.474 | 2.61 | 1.239 | 1.39 | 55,476 |
| Sub-total     | 0.006        | 2.70          | 0.017        | 0.99 | 531 | 0.074 | 2.50 | 0.185 | 1.77 | 10,518 | 0.109 | 2.45 | 0.267 | 1.93 | 16,521 |
| Sub-total     | 0.387        | 2.34          | 0.906        | 2.83 | 82,387 | 0.232 | 2.45 | 0.569 | 1.38 | 25,274 | 0.122 | 2.57 | 0.312 | 1.29 | 12,922 |
| Total         | 3.685        | 2.69          | 9.912        | 1.81 | 577,813 | 5.452 | 2.73 | 14.870 | 1.40 | 668,602 | 3.416 | 2.74 | 9.345 | 1.36 | 407,821 |
| **TOTAL**     | **3.68**     | **2.69**      | **9.91**     | **1.81** | **578,000** | **5.45** | **2.73** | **14.87** | **1.40** | **669,000** | **3.42** | **2.74** | **9.35** | **1.36** | **408,000** |

Source: Venmyn Deloitte 2013, CAE Mining 2013 and TRX 2013

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

Mineral Resources reported inclusive of Mineral Reserves (although no Mineral Reservesare reported)

Cut-off Grade 0.5 g/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 TRX

 

The Company has incurred total net costs (afterrecoveries, if any) of $3,064,543 on the Buckreef Project for the year ended August 31, 2017.

 

The cut-off grade calculations for the Buckreef Project were basedon costs from the Buckreef Project PEA and at the June 2011 gold spot price of approximately USD1,500/oz and a three year trailingaverage of USD1,024/oz. The economic cut-off grade thus calculated ranges from 0.39g/t Au to 0.6g/t Au which shows that reasonableprospects for economic extraction are possible from grade of 0.39g/t and above. TRX made a strategic decision to publish the MineralResource estimate at an average of 0.5g/t Au cut-off as a reasonably conservative position.

 

 

The Exploration Target estimate column contained in the foregoingchart was prepared in accordance to the NI 43-101 guidelines of the Canadian securities administrators. It should be noted thatExploration Targets are conceptual in nature and there has been insufficient exploration to define them as Mineral Resources, and,while reasonable potential may exist, it is uncertain whether further exploration will result in the determination of a MineralResource under NI 43-101. The Exploration Target stated above is not being reported as part of any Mineral Resource or MineralReserve.

*** ***

***New Mineral Resource and Mineral Reserve Estimates: MaSS Resources 2017***

 

MaSS Resources (Pvt.) Ltd was commissioned by Tanzam2000, a subsidiaryto Tanzanian Royalty Exploration Corporation to produce an independent NI43-101 compliant mine design and costing Feasibility Studyon the Buckreef Gold Mine Project located in the Lake Victoria Goldfields, Geita District, in North Central Tanzania. This reportprovides a technical updated reserve estimate, open pit mine design and financial model Feasibility Study on the gold mineralizationat the Buckreef Project, incorporating historical recommendations from previous studies as well as current and future projectedeconomic considerations. This study was completed during November 2016 to April 2017.

 

The scope of work for this study included the following:

 

|  | · | 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 |
|--|----------|------------------------------------------------------------|

 

This technical mining study is based on the 2014 mineral resource estimate as publishedby Venymn Deloitte. Mass Resources essentially overhauled and improved on the original overall mining philosophy previously expoundedin the 2012 PEA report. This essentially consists of several conventional open pit layouts with access to the orebodies providedvia a series of ramps into the pits.

 

The reserves for Buckreef project as developed by MaSS Resources are NI43-101 compliant.Reserves were calculated by first optimizing pit shells using preliminary economic parameters and then utilizing the optimizedpits as templates for design of pit phases and the ultimate pit. Reserves were calculated using Measured and Indicated resourcescontained inside of the pit designs. Full Grade Ore cut-off grade (FGO) calculations rely on inputs from this study and other sectionsof the Buckreef Feasibility study. Reserves were based on $1100/oz-Au; 0.59g/t & 0.63g/t-Au FGO was used for reserve calculation.

 

MaSS established that, at the 0.59 g/t cut-off base case, the geological resource modelyields a global pit design optimized reserve of 17.6Mt grading at 1.89g/t including the existing mined stockpile and containing1,070,012 troy ounce gold as summarized in the table below.

 

 

**NI 43-101 Compliant Pit Optimized Mineral Reserve Estimate forBRMA as at April 27, 2017**

** **

 

Source: MaSS Resources 2017

Mineral Resources that are not Mineral Reserves do not have demonstratedeconomic viability

Mineral Resources reported inclusive of Mineral Reserves

Cut-off Grade 0.59 g/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

 

The major highlights from the Technical Mining Feasibility reportinclude the following:

|  | · | Conventional open pit mining methods selected in pit designs. |
|--|----------|---------------------------------------------------------------|

|  | · | Over LoM, a total of 17.49Mt 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 plantcommissioning. |
|--|----------|------------------------------------------------------------------------------------------------------------------|

|  | · | 1.064Moz of gold mined over the 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. |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | 0.91Moz of gold will be produced over the life of the project. |
|--|----------|----------------------------------------------------------------|

|  | · | Initial capital cost outlay estimated at US 32.5 Million with a Life of mine cost over the threephases of $59.6 million and sustaining capital, excluding closure costs. |
|--|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Cash operating costs of $696/oz produced equivalent US $35.95 per tonne milled. |
|--|----------|---------------------------------------------------------------------------------|

|  | · | Generation of a positive NPV of $243 million at a 5% discount rate and an IRR of 53.7% |
|--|----------|----------------------------------------------------------------------------------------|

 

The Company has incurred total net costs (afterrecoveries, if any) of $3,064,543 on the Buckreef Project for the year ended August 31, 2017.

 

Kigosi Project

 

***Property Description and Location***

 

The Kigosi Project area is principally located within the KigosiGame Reserve controlled area. Through prospecting and mining option agreements, the Company has options to acquire interests inseveral Kigosi prospecting licenses. A comprehensive report summarizing exploration work done and results to date was submittedto the Director of Wildlife and Nature Conservation as part of the requisite and mandatory requirements for an application to renewthe Kigosi game reserve access permit. It is a statutory requirement to have an access permit to conduct any exploration activitiesin an area designated as a forest and/or game reserve. On May 31st, 2012, the Company was granted a two year permitfrom 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 wassigned, and in February 23, 2013, the Company (through Tanzam), was awarded the Environmental Impact Assessment Certificate forthe 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 MineralRights and Mining Licence through its wholly owned subsidiary, Tanzam. The Mineral Rights and Mining Licence covers the entirearea 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 rightsunder 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 Salaamon the Indian Ocean coast to the city of Mwanza on the southern shoreline of Lake Victoria. From Mwanza, a moderately maintainedtar road accesses the town of Ushirombo, via the towns of Shinyanga and Kahama, around the southern part of the Lake, referredto as Smith Sound. This trip is approximately 400 km and takes some 5 hours. From the town of Ushirombo one keeps heading eastalong 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 withinthe northern sector of the Kigosi game reserve with a third of the licenses being located in the adjacent Nikonga-Ushirombo Forestryreserves further north. As per legal and mandatory requirements, the Company acquired respective renewable permits from the Departmentsof Game Reserves and Forestry Reserves of the Ministry of Wildlife and Tourism to conduct exploration activities in both the gameand forestry reservation areas throughout the year. Access to the main Kigosi exploration camp via the dirt track has been substantiallyimproved by the Company to allow access by four wheel drive vehicles during the rainy season.

** **

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

 

The access track passes over the Shiperenge River, a tributary tothe Nikonga River and both are perennial rivers, typically dry in the winter months and overflowing during the October-May rainyseason. Three (3) large ponds located on the Nikonga River were the only close source of water until recently when the companydrilled a highly productive water borehole located some 5km northwest of the camp. Drinking water for the camp is pumped via pipelinefrom the borehole to the camp. The Nikonga and Shiperenge rivers have played a major part in structuring the physiographic landscapein the area. These rivers drain southwards into the Moyowosi and Njingwe Swamps. Small undulating granite hills form the topographichighs, and generally trend northwest. These hills make up approximately 5% of the project area. The climate is typical of an Africantropical climate, being hot during the day and cooling down in the evenings. Winters are very mild, but a blanket is needed inthe early hours of the mornings. Kigosi falls within a malaria area, and precautions are necessary. Tsetse flies are also presentin 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 greenstonebelt, form part of two of the greenstone belts within the Nyanzian Archaean greenstone terrain in northwestern Tanzania. Thesebelts 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 over the past decade. It consistspredominantly 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 becauseof 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 inthe Kigosi area. There is also a prominent NNW trending set of regional scale lineaments that are believed to be deep seated sourcesof the gold bearing fluids.

 

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

 

 

The Company received an updated NI 43-101 technical report datedSeptember 1, 2011 from Venmyn Rand (Pty) Limited of South Africa (the “Kigosi Technical Report”) that included andupdated resource estimate for the shear-zone hosted gold mineralization in the Luhwaika and Igunda prospects as well as a detailedtechnical synopsis of a quartz rubble be mineralization identified as of particular interest due to its tabular extent and unconsolidatednature.

 

The shear zone hosted gold mineralization at Luhwaika and IgundaProspects are reported to contain combined Measured and Indicated Mineral Resource of 12.86 million tons at an in-situ grade of0.99g/t Au as summarized in the table below.

 

NI 43-101 Compliant Mineral Resource Estimate for Kigosi Gold ProjectShear Zone deposits as at 5th November 2011.

 

 

Source: Venmyn Deloitte 2011

Mineral Resources that are not Mineral Reserves do not have demonstratedeconomic viability

Mineral Resources reported inclusive of Mineral Reserves (althoughno Mineral Reserves are reported)

No Cut-off Grade

85% attributable to the Company.

 

The rubble bed is reported to cover a surface area of 3.36km2 withan average thickness of 1.15m which contains an Indicated Mineral Resource of 3.89 million tons at an in-situ grade of 0.83g/tAu and an Inferred Mineral Resource of 6.30 million tons at a grade of 0.34g/t Au as summarized in the table below.

  

NI 43-101 Compliant Mineral Resource Estimate for Kigosi Gold ProjectGravel Beds as at 5th November 2011.

 

 

 

Source: Venmyn Deloitte 2011

Mineral Resources that are not Mineral Reserves do not have demonstratedeconomic viability

Mineral Resources reported inclusive of Mineral Reserves (althoughno Mineral Reserves are reported)

Cut-off Grade of 0.1g/t

85% attributable to the Company.

 

The Kigosi Mineral Resource estimate September 2009 includes MineralResources from several prospects each with primary mineralisation in shears and secondary mineralisation in alluvial gravels. Nocut-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 gravelsjust as nominal indicator of the presence of mineralisation. The Kigosi prospect is an early exploration project and no specificcosting exercises have been yet been conducted that could be used in an economic cut-off grade calculation. Nonetheless, the effectof introducing and changing cut-off grades was provided in the document as an indicative exercise. The parameters pertaining toprospects for economic extraction in the Victoria Goldfields are well known, and the grades and style of mineralisation reportedfor the Kigosi prospect were considered relative to this benchmark.

 

For additional information regarding the Kigosi Property see theTechnical Report entitled “*National Instrument 43-101F Technical Report on the Kigosi Project in the Lake Victoria GreenstoneBelt, Tanzania*” prepared for Tanzanian Royalty Exploration Corporation by Venmyn Rand (Pty) Limited and compiled by C.A.Telfer, N. McKenna, J. Glanvill and R.M. Tayelor dated September 1, 2011 and filed on SEDAR December 13, 2011.

 

***Luhwaika Quartz Rubble Deposit***

 

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

 

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

The Company completed a detailed bulk sampling program on this potentiallyeconomic quartz rubble bed.

 

***Bulk Sampling Program***

 

The Company initiated a pit bulk sampling campaign between September2010 and February 2011. The nature of this exploration was the collection of composite channel sampling from the pit side wallsas a way of providing an indication of the in-situ grade. The bulk sample itself was fed through a mobile modular gravity separationplant located at the main camp. The extent of the exploration was on a small scale and included 43 excavated and channel sampledpit bulk samples. Only 18 of these pit bulk samples underwent the full excavation, channel sampling and pilot plant testing withinthe four month period. The objective of the pit bulk sampling campaign was to provide confidence in the gold grades for the alreadyfinalised resource model for the quartz rubble deposit and to ascertain the free gold recoverability using a rudimentary pilotplant as a low cost exercise.

 

 

The Company utilised an in-house geologist and field assistantsto carry out the pit bulk sampling. Excavation was conducted with a small excavator and a single dump truck. Excavation was monitoredby the geologist to ensure uniformity of the excavation and to stop the hole once the mottled zone had been reached. The mottledzone 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 SeniorVP, Mr. R. Van Der Westhuizen, based on the earlier RAB drilling and various other requirements. The pit co-ordinates were emailedto the field geologist who then located the pit using a hand-held GPS and staked the limits on an east-west orientation. A 5.0mx 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 bulksample. No specific grid size or spacing was used for the pit location.

 

***Luhwaika Prospect***

 

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

 

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

 

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

 

***Igunda Prospect***

 

The structural setting of the Igunda Gold Prospect is similar tothat of the Luhwaika Prospect with the exception that the former is hosted in mafic greenstone rocks intruded by lenses of felsicgranitoids 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 Reefsare 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.

*** ***

***Msonga Prospect***

 

***Drilling***

 

The Msonga Prospect is situated in the far northeast of the Kigosilicense area. The earlier geochemical and structural studies covering this area had identified the presence of a substantial (7km 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 currentlymined by small-scale miners in the Katente area at Ushirombo. The Msonga Prospect is located ~3-5km along strike from these artisanalworkings, 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 conducteda single phase of widely spaced RAB drilling covering the 7km-long Au-in-soil anomaly outline. From early 2010 to June 2011, theCompany conducted two phases of RC drilling. The first phase of RC drilling comprised short vertical RC drill-holes mainly investigatingthe area’s potential for gold mineralization in a distinctive auriferous surficial lateritic quartz rubble deposit. The secondphase of RC drilling comprised inclined RC drill-holes to mainly investigate the east-west strike extension of the auriferous quartzveins 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 samplingand a lack of geological control for mineralisation. The current targets at Msonga prospect are therefore, classified as minorgold occurrences only.

 

***Kigosi Exploration History***

 

The exploration history of the Kigosi Property from 2006 to 2017is 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 Explora

 

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.                                                                                                 |
| 2007        | Tan Range/ Tanzania Royalty                                             | 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 Royalty                                                       | 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.                   |
|             |

 

| **Year**  | **Operator**      | **Work Performed**                                                                                                                                                                                                                                        |
|-----------|-------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2010-2011 | Tanzanian Royalty | 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. |
| 2012      | Tanzanian Royalty | NI 43-101 report prepared by Venmyn Rand (Pty) Ltd. Significant resource defined for Luhwaika and Igunda prospects.                                                                                                                                       |
| 2013      | Tanzanian Royalty | Applied for and granted Mining License (ML496/2013) covering Luhwaika and Igunda Prospects                                                                                                                                                                |
| 2014-2016 | Tanzanian Royalty | Kigosi game reserve access permitting issues forced a stop to all activities on the project.                                                                                                                                                              |

*** ***

The Company has incurred total net costs (after recoveries, if any)of $87,507 on the Kigosi Project for the year ended August 31, 2017.

 

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 Mwanzaand about 15 kms south of Bulyanhulu.	With respect to Lunguya PL 1766/01 in January, 2003, a Shareholder’s Agreement wasentered into wherein a new company, Lunguya Mining Company Limited (“***LMC***”), was created to form a jointventure between Northern Mining and Consultancy Company Limited (“***NMCCL***”), Tanzam and LMC. Tanzam hasa 60% shareholding and NMCCL has the remaining 40% shareholding in LMC.

 

In February 2010, the Company entered into an Option and RoyaltyAgreement with Joseph Magunila and Partners (“***JMP***”) over an area in the Kahama District of the ShinyangaRegion 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 forthis option.

 

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

 

***Accessibility, Climate, Local Resources, Infrastructure andPhysiography***

 

The Lunguya Property can be reached by plane from Mwanza to an airstripaccommodating Bulyanhulu or by road via Geita up to the Bulyanhulu/Kahama road intersection. From Kahama, the property is locatedapproximately 8 kms to the 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. LikeLuhala, Lunguya is actively cultivated, but also is being actively mined by a few score artisanal miners along the trend of theNyamakwenge Reefs. No significant infrastructure, power or water is available on site. However, the entire infrastructure of theregion including electricity, air transport, health clinics, schools, and improved road networks, have been greatly improved dueto 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 Royalty                         | Conducted detailed ground magnetics and IP surveys on Shilela, Nyamakwenge & Nyikoboko prospects                                                                                            |
| 2009      | Tanzanian Royalty                         | Signed Option & Royalty Agreement on Primary Mining Licenses covering the Nyamakwenge prospect                                                                                              |
| 2010-2012 | Tanzanian Royalty                         | 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 Royalty

 

 

  | No field work conducted. JV agreement on Nyamakwenge terminated in late 2015.                                                                                                                   |
| 2016      | Tanzanian Royalty                         | No field work done. Review of project conducted internally.                                                                                                                                     |

 

***Geology***

 

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

 

Regionally, Lunguya is located near the eastern terminus of theinner volcanic arc, lower Nyanzian, of the Sukumaland Greenstone belt. The succession is dominated by tholeiitic volcanic rockscontaining lesser felsic tuffaceous rocks and argillaceous horizons cut by thin quartz porphyry dykes and sills. The thick, bandediron 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 trackat 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 offsetthe Lunguya vein into two fault repeated vein segments, having strike lengths of approximately 180 and 300 m. A few score artisanalminers have exploited these veins to a depth not exceeding 30 verticalm subsurface. A second set of auriferous reefs, the NyikobokoReefs, are located 12 kilometres to the south. This area is associated with a smaller set of largely inactive artisanal dumps andworkings.

 

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

 

 

***Mineralization***

 

Lunguya is a mineralized brittle ductile strain zone, developinginternal 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 presenceof 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 geologicalcontinuity of the Nyamakwenge West and East Reefs but weaker continuity of grade. The difficulty in obtaining representative goldgrades from small core samples of vein material containing coarse particulate gold is a well documented phenomenon. Widths in theseboreholes are approximately true widths and the boreholes have been collared roughly perpendicular to the strike and dip of themineralized structural zones.

*** ***

***Exploration***

 

In November 2010, the Company announced positive results from laboratorytest work on surface quartz rubble collected from its Lunguya Primary Mining Licenses (PMLs) in northern Tanzania. The laboratorytest 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 fromthe 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" refersto the average grade of the material submitted for processing and analysis).

 

Bulk samples were collected from random pits within the LunguyaPML in February 2010.  RC drilling began at Lunguya in June 2011. The program was intended to confirm evidence of reef mineralizationidentified during the 2002 RC and diamond drilling program in the area.  A total of 14 drill holes consisting of 1,247m werecompleted 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, demonstratingthe continuity of Nyamakwenge reefs to the southwest of the prospect. Two sets of quartz vein in sheared granite were identifiedduring the drilling program in 2002, with their thickness ranging from 1 – 8m thick. During 2011 RC program another two setsof quartz reefs were identified, with their thickness ranging from 2 to 20m. These two new sets of quartz reef have similar characteristicswith the first sets of quartz veins identified.

** **

A study was completed for the Lunguya project. For additional informationregarding the Lunguya Property the reader is referred to the complete text of a technical report prepared in accordance with therequirements of NI 43-101 dated February 8, 2010, entitled, “*Report on the Lunguya Mineral Exploration Property of TanzanianRoyalty Exploration Corporation in the Kahama District, Shinyanga Region of the United Republic of Tanzania, East Africa*”by Martin J. Taylor, P.Geo.  The Preliminary Lunguya Report is available online at *www.sedar.com*, filed on February16, 2010 under the heading, “*Technical Report (NI 43-101)*”.

 

During the period ended August 31, 2017, no direct property workwas conducted on the Lunguya property.

 

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

 

Itetemia Property

 

***Property Description and Location***

 

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

 

 

***Accessibility, Climate, Local Resources, Infrastructure and Physiography***

 

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

 

The topography in the region and on the property consists of largeflat-lying areas surrounded by numerous small hills. The hills have elevations of up to 100 m above local terrain. The hills arethickly vegetated and access is only possible along cut lines. Little outcrop exists on the property. The climate is similar tothe rest of the region. The rainy season starts in November and lasts to the middle of April, but precipitation is irregular fromone 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 Project, suchas the neighbouring Nyamykonze village, are traditionally subsistence farmers and ranchers, and have limited mining experiencefrom the Bulyanhulu operation and numerous small scale activities. Water for the purpose of mining and processing is not readilyavailable in the region; however, a pipeline from Lake Victoria built by Barrick for its Bulyanhulu Mine, provides an adequatesupply.

 

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

 

***Ownership***

 

Prior Ownership

 

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

 

The Company’s Interest

 

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

 

|  | 1. | Tancan had to pay Stamico, on execution of the Stamico Venture Agreement, the sum of US$7,200 (asan 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 prospectinglicense that shall be held 10% by Stamico (with no obligation to contribute) and 90% by Tancan, which was effected through theformation of Itetemia Mining Co. |
|--|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|  | 3. | Stamico is entitled to acquire an additional 20% interest in the joint venture company by payinga sum equal to 20% of the cost of placing the property into commercial production based on the feasibility study, if and when submittedto 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 inrelation to the training of Tanzanian personnel. |
|--|----|--------------------------------------------------------------------------------------------------------------------------------------------------|

 

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

 

 

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

 

|  | 8. | Tancan shall show preference to Stamico for the provision of local materials and services duringthe 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 of2006 and 2007, and ending upon commercial production, provided that commercial production commences by December 31, 2007, failingwhich 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 adjacentto Barrick’s Bulyanhulu gold mine.

 

***History***

 

The exploration history of the Itetemia Property from 2006 to 2015is 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2011-2012 | Company      | NI 43-101 report prepared by Venmyn Rand (Pty) Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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. |

 

| **Year** | **Operator** | **Work Performed**                                                                                                                                                                                |
|----------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2015     | Company      | EIA study report approved and ESIA certificate issued. Application to convert PL into Mining License procedures have commenced                                                                    |
| 2016     | Company      | Itetemia Mining License Application no/01722 submitted on 4th November 2015 still under review by the Ministry of Enenrgy and Minerals. No fieldwork conducted pending resolution on application. |

 

***Geology***

 

The Lake Victoria area contains 12 Archean Nyanzian greenstone beltswhich are surrounded by and have been interrupted by numerous granitic intrusions. The Nyanzian belts comprise a volcano-sedimentarysequence composed of mafic to felsic volcanics (lavas and tuffs), BIF and shales. The greenstone belts have been grouped into locallydistinct geographic regions. One of these regions is the Southwest Mwanza Region which includes a large area south of the townof Mwanza, located on the south shore of Lake Victoria. There are five greenstone belts in the Southwest Mwanza Region, one ofwhich is the Ushirombo belt. The Ushirombo belt is an east-west trending belt, the eastern end of which is located approximately25 km west of the southern end of Smith Sound on Lake Victoria. The eastern end of the belt is arcuate in shape and trends northerlytangential to the northwestern flank of the Siga Hills.

 

The Itetemia Property is underlain by the northerly trending easternportion of the Ushirombo Nyanzian greenstone belt. Granite underlies the eastern and northern portions of the property. The greenstone/granitecontact trends northerly through the east-central portion of the Itetemia prospecting license and through the central portion ofthe Itetemia East prospecting license onto the Itetemia Village license; at which point, the contract tends westerly through theMwingilo license cutting the northeast corner of the Ngula license. Sixty percent of the Itetemia, Itetemia North and Ngula licensesare 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 Propertycomprises massive to semi-massive, stringers, veins and veinlets, disseminated and nodular mineralization. The types of mineralizationare (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 variableand 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 berelated to volcanism. It occurs in two areas on the Property. One area is located in the northern part of the licenses and hasbeen intersected by the hole ITDD-06. More than 30 m. of sulphides were intersected at the contact between a QFP and an argillitehorizon 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 sulphideveins locally ranging from 15-30 cm wide. Sulphides dominantly appear in veins/veinlets less than 5 cm wide in felsic volcanicrocks. Five to thirty percent pyrite-pyrrhotite is common over sections of 1 to 15 m along the holes. They are sub-concordant andparallel 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 anddiamond drilling, along with limited ground geophysics. Exploration crews were mobilized to the Itetemia Project in August 2007and drilling commenced in mid-September. The first phase drill program completed 10 RC holes aggregating 1,489m and eight diamonddrill holes totaling 2,286.5m. The drill program targeted the shallowest part of the previously established Golden Horseshoe Reefwith a view to developing an open pit resource with a notional floor level of 200m below surface. In support of preparation ofa resource estimate, drill holes were sited to provide data at grid points at or below 50 x 50m spacing. A number of deeper holeswere also sited to test the extent of the mineralized body at depth and along strike.

 

 

The Company is reviewing various alternatives for advancing itsItetemia project. 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. A Technical Report dated January 31, 2012 (the “***Itetemiaand Luhala Technical Report***”) shows the potential of a small opencast operation, at high gold prices. At lower goldprices, studies show some potential for toll treating the GHR material at the neighbouring Bulyanhulu Mine.

 

The Itetemia and Luhala Technical Report also includes a ResourceSummary for the GHR. Based on a 1.0g/t Au cut-off grade, Itetemia has an Indicated Mineral Resource of 2.80 million tons @ 2.96g/tAu containing 266,000 ounces of gold.

* *

The Itetemia Project concept study positively demonstrated thatthe chosen cut-off grade of 0.5g/t Au supports not just reasonable but actual, prospects for economic extraction. The originalMineral Resource estimate was published at 1.0g/t Au but this included areas of lower grade which had to be mined in order to accessthe entire orebody. By lowering the cut-off grade to 0.5g/t Au, it has become possible to incorporate this material into both theIndicated and Inferred categories, effectively making the orebody more continuous and practical to mine. Comparison with the previousMineral Resource statement indicates a 5% increase in the total tonnage at a 4% reduction in mean grade, resulting in an overall1% increase in the contained gold. The prospects for economic extraction at 1.0g/t Au and 0.5g/t Au were clearly demonstrated bythe concept study.

* *

For additional information regarding the Itetemia Property see theTechnical Report entitled “National Instrument 43-101F on the Itetemia and Luhala Gold Projects in the Lake Victoria GreenstoneBelt, Tanzania” prepared for the Company by Venmyn Rand (Pty) Limited and compiled by A.N. Clay, N. McKenna, and R.M. Tayelordated January 31, 2012 and filed on SEDAR February 1, 2012.

 

During the period ended August 31, 2017, no direct property workwas conducted on the Itetemia property.

 

The Company has incurred total net costs (after any recoveries andwrite offs) of $17,738 and written off $nil of expenditure on the Itetemia Property for the year ended August 31, 2017.

 

Luhala Property

 

***Property Description and Location***

 

The Luhala property is located in Misungwi District of Mwanza Regionof Tanzania. It lies approximately 70 kilometres south of the city of Mwanza. The Luhala prospecting licenses are in good standingwith respect to required filings and payments with the Government of Tanzania.

 

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

 

***Accessibility, Climate, Local Resources, Infrastructure andPhysiography***

 

Access to the Luhala Property is via the main Mwanza – Shinyangaroad, which is a single lane, good to excellent quality, asphalt highway. To access the property, one drives approximately 45kmto the south of Mwanza, where a dirt road from a junction at the settlement of Manawa, leads southwest to the town of Misasi. Theproperty has year round access, although seasonal winter rains, December to March, may result in flooding in low lying areas whichare 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 sealevel, with a series of small sub-rounded hills, rising up to one hundred meters above the surrounding plain. These hills are typicallyformed by either resistive iron formations or felsic volcanic rocks. Mafic volcanic rocks weather recessively and are typicallyonly exposed in trenches through well formed laterite profiles. Laterite development is extensive with brick-red laterites overlyingweak 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 thesurrounding villages, and local people have been routinely hired during the trenching, drilling and soil sampling programs conductedon this property. However, no other significant infrastructure is available.

 

***History***

 

Luhala has had a significantly more protracted exploration historythan Lunguya, beginning with the initial exploration by the then Tanganyikan Geological Survey in 1947. The exploration historyof Luhala since 2006 to 2015 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                                          |
| 2011-2012 | Company      | NI 43-101 report prepared by Venmyn Rand (Pty) Ltd.    |
| 2013      | Company      | In-house evaluation                                    |
| 2014      | Company      | Continued in-house evaluation                          |
| 2015      | Company      | Continued in-house evaluation/property maintenance     |
| 2016      | 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 bethe eastern continuation of the Geita Greenstone Belt and consist of dominantly Upper Nyanzian rock sequences.

 

In the Luhala area, the predominant structural grain is dominatedby 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 these folds may have east-west strikes and modest, 40 degree south dips. The long limbsof 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 commonsouthwest 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, structurallycontrolled 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 Westmineralized zone, traverses the host rhyolite-chert lithology, and terminates in the footwall. This borehole intersected significantgold mineralization of 3.55 g/t Au over 5 m near the hangingwall contact of the felsic volcanic rocks, and is mineralized repeatedlyat 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 presentsan excellent structural site for the development of dilatant sites and gold mineralization. As of Shilalo South, a well definedplanar, brittle-ductile structural zone was not identified at Shilalo West. Gold distribution is likely related to the presenceof 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 period ended August 31, 2017, no site-based explorationwork 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, localizedaround small scale fractures within competent chert and felsic volcanic rock units.

 

***Mineralization***

 

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

 

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

 

***Historical Drilling***

 

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

 

For additional information regarding the Luhala Property see theTechnical Report entitled “National Instrument 43-101F on the Itetemia and Luhala Gold Projects in the Lake Victoria GreenstoneBelt, Tanzania” prepared for the Company by Venmyn Rand (Pty) Limited and compiled by A.N. Clay, N. McKenna, and R.M. Tayelordated January 31, 2012 and filed on SEDAR February 1, 2012 (the “Itetemia and Luhala Technical Report”).

 

The Company has incurred total net costs of $5,988 and written off$nil of expenditures on the Luhala Property for the year ended August 31, 2017.

 

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

 

 

|  | **SIGNATURE** |  |
|--|---------------|--|

 

The registrant hereby certifies that it meets all of the requirementsfor filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 2 to Annual Reporton its behalf.

 

Date      March 16, 2018

 

**TANZANIAN ROYALTY EXPLORATION CORPORATION**

 

 

 

|   | By:   | *“James E. Sinclair”*    |
|--------|-----------------|--------------------------------------|
|   |            | James E. Sinclair,                   |
|   |            | President and Director               |
|   |            | (Principal Executive Officer”) |

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44