Exhibit 10.5


 


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of July ___, 2020, by and among TANZANIAN GOLD CORPORATION, a company incorporated
under the laws of the Province of Alberta, with its principal executive office located at Bay Adelaide Center, East Tower, 22 Adelaide
Street West, Suite 3400, Toronto, Ontario M5H 4E3 (the “Company”), and the undersigned investors (collectively,
the “Investor”).


 


Reference to dollar amounts shall mean United
States dollars.


 


WHEREAS:


 


A.       In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to the Investor up to $5,000,000 of Tranche A Debentures (the “Convertible Debentures”),
which shall be convertible into shares of the Company’s Common Share, no par value (the “Common Stock”)
(as converted, the “Conversion Shares”) and Warrants (the “Warrants”) to purchase additional
shares of Common Stock issued in connection with the Securities Purchase Agreement (the “Warrant Shares”). Capitalized
terms not defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement.


 


B.       To
induce the Investors to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws and other rights as provided for herein.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Investors hereby agree as follows:


 


1.                 
DEFINITIONS.


 


As used in this Agreement, the following terms
shall have the following meanings:


 


(a)              
“Effectiveness Deadline” means, with respect to a Registration Statement filed hereunder, the 120th calendar
day following the date hereof, provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission
(“SEC”) that one of the Registration Statements, as defined below, will not be reviewed or is no longer subject
to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth calendar day following
the date on which the Company is so notified if such date precedes the date required above.


 


(b)              
“Exchange Cap” shall have the meaning assigned to it in the Securities Purchase Agreement.


 






     

     


    

(c)              
“Filing Deadline” means, with respect to a Registration Statement required hereunder, the 45th calendar
day following the date hereof.


 


(d)              
“Person” means a corporation, a limited liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


(e)              
“Prospectus” means the prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement
in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all
other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


(f)               
“Registrable Securities” means all of (i) the Conversion Shares issuable upon conversion of the Convertible
Debentures, (ii) the Warrant Shares, and (iii) any shares of Common Stock issued or issuable with respect to the Conversion Shares
or the Warrant Shares as a result of any stock split, dividend or other distribution, recapitalization or similar event or otherwise
(without giving effect to any limitations on conversion set forth in the Convertible Debentures or the Warrants). Registrable Securities
shall not mean, however, those Conversion Shares and Warrants Shares that are eligible to be sold pursuant to Rule 144.


 


(g)              
“Registration Statement” means the registration statements required to be filed hereunder (including
any additional registration statements contemplated by Section 2(c)), including (in each case) the Prospectus, amendments and supplements
to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


(h)              
“Required Registration Amount” means (i) with respect to the initial Registration Statement at least
21,000,000 shares of Common Stock issued or to be issued upon conversion of the Convertible Debentures and [_______]1
Warrant Shares, and (ii) with respect to subsequent Registration Statements at least such number of shares of Common Stock as shall
equal up to the maximum number of shares of Common Stock (a) issuable upon conversion of all Convertible Debentures then outstanding
(assuming for purposes hereof that such Convertible Debentures are convertible at the Conversion Price (as defined therein) in
effect as of the date of determination, and (b) issuable upon exercise of the Warrants the outstanding (any such conversion shall
not take into account any limitations on the conversion of the Convertible Debentures or exercise of the Warrants), in each case
subject to any cutback set forth in Section 2(d), provided that in no event shall the Required Registration Amount be more than
the Exchange Cap.


 


 


 


______________________________


1 We will insert the actual number
of warrants that will be issued at the initial closing pursuant to the SPA.






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(i)                
 “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose
and effect as such Rule.


 


2.                 
REGISTRATION.


 


(a)              
The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration
Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration Statement
that have been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold
or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant
to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders
(the “Registration Period”).


 


(b)              
Subject to the terms and conditions of this Agreement, the Company shall, on or prior to the Filing Deadline, prepare and
file with the SEC a Registration Statement on Form F-3 (or, if the Company is not then eligible, on Form F-1) covering the resale
by the Investor of Registrable Securities. Each Registration Statement prepared pursuant hereto shall register for resale at least
the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially
filed with the SEC. Each Registration Statement shall contain the “Selling Stockholders” and “Plan
of Distribution” sections in substantially the form attached hereto as Exhibit A. The Company shall use its best
efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the
Effectiveness Deadline. By 9:30 am on the business day following the date of effectiveness, the Company shall file with the SEC
in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration
Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration
Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the
Company within twenty-four (24) hours of the receipt thereof from the Company.


 


(c)              
During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration
Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep
such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments
received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible
provide the Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided
that the Company may excise any information contained therein which would constitute material non-public information as to any
Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such
time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration
Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the
Company’s filing a report on Form 20-F or Form 6-K or any analogous report under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Company shall incorporate such report by reference into the Registration Statement,
if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed
which created the requirement for the Company to amend or supplement the Registration Statement.


 






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(d)              
Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein,
in the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration
Statement in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be
obligated to include in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw
a Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the
Registrable Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing terms
are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, as soon as may
be permitted by the SEC, the Company shall be required to file a Registration Statement covering the resale of the Cut Back Securities
(subject also to the terms of this Section) and shall use best efforts to cause such Registration Statement to be declared effective
as promptly as practicable thereafter.


 


(e)              
Failure to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) a Registration Statement
is not filed on or prior to its Filing Date, or (ii) a Registration Statement is not declared effective on or prior to Effectiveness
Deadline or the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the
Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier)
by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) after the
effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities,
except for Cut Back Securities, for which it is required to be effective, or the Holders are otherwise not permitted to utilize
the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate
of 40 calendar days during any 12-month period (which need not be consecutive calendar days), or (iv) if after the six month anniversary
of the date hereof, the Company does not have available adequate current public information as set forth in Rule 144(c) (any such
failure or breach being referred to as an “Event”), then in addition to any other rights the holders of the
Convertible Debentures may have hereunder or under applicable law, the Company shall be in breach of the term and conditions of
this Agreement and such Event shall be deemed an event of default under the Convertible Debentures, provided that such event of
default shall cease (A) the Company has used its best efforts to meet the requirements under Section 2(e)(i) and (ii) above; (B)
at such time that the Registration Statement is filed if the Event is due to 2(e)(i) above, the Registration Statement becomes
effective if the Event is due to 2(e)(ii) above; and (C) once all Registrable Securities become eligible for public resale pursuant
to an exemption from registration under the Securities Act.


 






    	 	-4-	 



     


    

3.                 
RELATED OBLIGATIONS.


 


(a)              
The Company shall, not less than three (3) Trading Days prior to the filing of each Registration Statement and not less
than one (1) Trading Day prior to the filing of any related amendments and supplements to all Registration Statements (except for
annual reports on Form 20-K), furnish to each Investor copies of all such documents proposed to be filed, which documents (other
than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such
Investors, The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Investors shall reasonably object in good faith; provided that, the Company is notified of such objection in
writing no later than two (2) Trading Days after the Investors have been so furnished copies of a Registration Statement.


 


(b)              
The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without
charge, (i) at least one (1) copy of such Registration Statement as declared effective by the SEC and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary
prospectus, (ii) ten (10) copies of the final prospectus included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, which are not
publicly available through EDGAR, as such Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by such Investor.


 


(c)              
The Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration
Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Investor
reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times
during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (w) make any change to its articles of incorporation, (x) qualify to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify each Investor who
holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 






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(d)              
As promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in
writing of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor.
The Company shall also promptly notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to each Investor by email on the same day of such effectiveness), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of
the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.


 


(e)              
The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance of such
order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(f)               
If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could
reasonably be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish
to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates
as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants
in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public
offering, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement,
in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors. Upon the request
of the documents discussed above pursuant to this Section 3(f), the Investor shall provide documents to the Company typically provided
by an underwriter of its securities in form, scope and substance as is customarily given in an underwritten public offering, including
an opinion of counsel representing the Investor for purposes of such Registration Statement, addressed to the Company.


 


(g)              
If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could
reasonably be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall make available
for inspection by (i) any Investor and (ii) one (1) firm of accountants or other agents retained by the Investors (collectively,
the “Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and
cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, that each Inspector shall agree, and each Investor hereby agrees, to hold in strict confidence and shall not
make any disclosure (except to an Investor) or use any Record or other information which the Company determines in good faith to
be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act,
(b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body
of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement of which the Inspector and the Investor has knowledge. Each Investor agrees
that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.


 






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(h)              
The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the
Company unless (i) disclosure of such information is necessary to comply with federal, provincial or state securities laws or stock
exchange policies, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration
Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a
court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public
other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning
that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


(i)                
The Company shall either cause all the Registrable Securities covered by a Registration Statement to be listed on each securities
exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section 3(i).


 


(j)                
The Company shall cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable,
to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts,
as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


(k)              
The Company shall use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 






    	 	-7-	 



     


    

(l)                
The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


(m)            
Within two (2) business days after a Registration Statement which covers Registrable Securities is declared effective by
the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit B.


 


(n)              
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of
Registrable Securities pursuant to a Registration Statement.


 


4.                 
OBLIGATIONS OF THE INVESTORS.


 


(a)              
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3(d) such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement
covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee
of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the
Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled.


 


(b)              
Registrable


 


5.                 
EXPENSES OF REGISTRATION.


 


All expenses incurred in connection with registrations,
filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications
fees, printers, legal and accounting fees, except legal fees of Investor’s counsel associated with the review of the Registration
Statement and any comment letters issued by the SEC relating to such Registration Statement, shall be paid by the Company.


 


6.                 
INDEMNIFICATION.


 


With respect to Registrable Securities which
are included in a Registration Statement under this Agreement:


 






    	 	-8-	 



     


    

(a)              
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor,
the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within
the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement
or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer
or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii)
being, collectively, “Violations”). The Company shall reimburse the Investors and each such controlling person
promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements or other reasonable expenses
incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company
by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment
thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver
or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company
pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person.


 


(b)              
In connection with a Registration Statement, the Investor agrees to severally and not jointly indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of
its officers, employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to
which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent
shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for only
that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party
if the untrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered
to each Investor prior to such Investor’s use of the prospectus to which the Claim relates.


 






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(c)              
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement
of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be
paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual
or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel
in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party
or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release
from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability
to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced
in its ability to defend such action.


 






    	 	-10-	 



     


    

(d)              
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)              
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.                 
CONTRIBUTION.


 


To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts
for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no
seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 


8.                 
REPORTS UNDER THE EXCHANGE ACT.


 


With a view to making available to the Investors
the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time
permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), and
as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company represents, warrants, and
covenants to the following:


 


(a)              
The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required
reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period
that the issuer was required to file such reports), other than Form 6-K reports


 


(b)              
During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section
13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the
Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.


 






    	 	-11-	 



     


    

(c)              
The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i)
a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9.                 
AMENDMENT OF REGISTRATION RIGHTS.


 


Provisions of this Agreement may be amended
and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and Investors who then hold at least two-thirds (2/3) of the Registrable Securities.
Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each Investor and the Company. No
such amendment shall be effective to the extent that it applies to fewer than all of the holders of the Registrable Securities.
No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any
of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


10.             
MISCELLANEOUS.


 


(a)              
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such
Registrable Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two (2) or more Persons with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the registered owner of such Registrable Securities.


 


(b)              
RESERVED.


 


(c)              
Piggy-Back Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable
Securities or all of the shares of Common Stock underlying the Tranche B Debentures (as defined in the Securities Purchase Agreement)
that are then outstanding and the Company shall determine to prepare and file with the SEC a registration statement relating to
an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on
Form F-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with
the stock option or other employee benefit plans, then the Company shall send to each Investor a written notice of such determination
and, if within fifteen (15) days after the date of such notice, any such Investor shall so request in writing, the Company shall
include in such registration statement all or any part of the Registrable Securities and shares of Common Stock underlying the
Tranche B Debentures that are then outstanding such Investor requests to be registered; provided, however, that,
the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) that are eligible for resale
pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement. Further,
the Company need not register the Registrable Securities if an underwriter or placement agent reasonably requests that such Registrable
Securities not be registered in such Registration Statement.


 






    	 	-12-	 



     


    

(d)              
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered pursuant to the notice provisions of the Securities Purchase Agreement
or to such other address and/or electronic mail address and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the
sender’s email service provider containing the time, date, and recipient email or (C) provided by a courier or overnight
courier service shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight
delivery service in accordance with this section.


 


(e)              
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof.


 


(f)               
The laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investors
as its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the
Supreme Court of the State of New York, sitting in New York County, New York and federal courts for the Southern District of New
York sitting New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    	 	-13-	 



     


    

(g)              
This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties
hereto.


 


(h)              
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof.


 


(i)                
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto as
an attachment to an email of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)                
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)              
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent
and no rules of strict construction will be applied against any party.


 


(l)                
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 	-14-	 



     


    

IN WITNESS WHEREOF, the Investor and
the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date first above
written.


 


	 	COMPANY:
	 	TANZANIAN GOLD CORPORATION 
	 	 
	 	By: __________________________________
	 	Name: 
	 	Title:
	 	 
	 	 
	 	 
	 	 
	 	INVESTOR:
	 	YA II PN, Ltd.
	 	 
	 	By:Yorkville Advisors Global, LP
	 	Its:Investment Manager

         

	 	
        By: Yorkville Advisors Global II, LLC

        Its: General Partner

         

	 	By: ____________________________
	 	
        Name:       

         

	 	RIVERFORT GLOBAL OPPORTUNITIES PLC
	 	 
	 	By:    ____________________
	 	Title: Director
	 	 


 


 


 


 


 


 


 


 






    	 	-15-	 



     


    

EXHIBIT A


 


SELLING STOCKHOLDERS


 


AND PLAN OF DISTRIBUTION


 


To follow


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     

     


    

EXHIBIT B


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Attention:


 


		Re:	TANZANIAN GOLD CORPORATION 



 


Ladies and Gentlemen:


 


We are counsel to TANZANIAN GOLD CORPORATION,
a company incorporated under the laws of the Province of Alberta, with its principal executive office located at Bay Adelaide Center,
East Tower, 22 Adelaide Street West, Suite 3400, Toronto, Ontario M5H 4E3 (the “Company”), and have represented
the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”)
entered into by and among the Company and the Investors named therein (collectively, the “Investors”) pursuant
to which the Company issued to the Investors $5,000,000 of Tranche A convertible debentures (the “Convertible Debentures”),
which are convertible into its common shares, no par value (the “Common Stock”) and Warrants (the “Warrants”)
to purchase additional shares of Common Stock issued in connection with the Securities Purchase Agreement (the “Warrant
Shares”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement
with the Investors (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended
(the “Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreement,
on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable
Securities which names each of the Investors as a selling stockholder there under.


 


In connection with the foregoing, we advise
you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration
Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and
we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities
are available for resale under the Securities Act pursuant to the Registration Statement.


 


Very truly yours,


 


[Law Firm]


 


By: ____________________________________________


 


 


 


 


 


 


 


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