UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________ _______
FORM 20-F/A
(Amendment No. 1)
_________________________
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 ended
August 31, 2015
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)
44 th Floor, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y4
(Address of Principal Executive Offices)
James Sinclair
Chief Executive Officer
Tanzanian Royalty Exploration Corporation
44 th Floor, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y4
Telephone: 1.844.364.1830
Fax: 860.799.0350
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Common Shares, without Par Value
NYSE MKT 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 to Section 15(d) of the Act: NONE
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report: 107,853,554.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
q Yes
x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. q Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes
q No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
q Yes
q No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
q
Accelerated filer
q
Non-accelerated filer
x
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP q
International Financial Reporting Standards as issued by the International Accounting Standards Board x
Other q
If Other has been checked in response to the 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 the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). q Yes x No
EXPLANATORY NOTE
Tanzanian Royalty Exploration Corporation is filing this Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended August 31, 2015 originally filed with the Securities and Exchange Commission on December 28, 2015 ( 2015 Form 20-F ) solely for the purpose of filing additional exhibits that were inadvertently omitted from the 2015 Form 20-F.
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the 2015 Form 20-F, or reflect any events that have occurred after the 2015 Form 20-F was originally filed.
* Filed herewith
(1)
Previously filed with the SEC on Form 20-F Registration Statement on March 15, 2004
(2)
Previously filed with the SEC on Amendment No. 1 to Form 20 Registration Statement on June 28, 2004
(3)
Previously filed with the SEC on Form 20-F Annual Report on February 10, 2005
(4)
Previously filed with the SEC on Form 20-F Annual Report on November 30, 2006
(5)
Previously filed with the SEC on Form 20-F Annual Report on November 30, 2007
(6)
Previously filed with the SEC on Form 20-F Annual Report on November 25, 2009
(7)
Previously filed with the SEC on Form 20-F Annual Report on November 30, 2010
(8)
Previously filed with the SEC on Form 20-F Annual Report on December 12, 2011
(9)
Previously filed with the SEC on Form 20-F Annual Report on November 27, 2012
(10)
Previously filed with the SEC on Form 20-F Annual Report on November 15, 2013
(11)
Previously filed with the SEC on Form 6-K filed on December 15, 2014
(12)
Previously filed with the SEC on Form 20-F Annual Report on December 28, 2015
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A, Amendment No. 1 and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
Date
April 8, 2016
TANZANIAN ROYALTY EXPLORATION CORPORATION
By: |
James E. Sinclair |
|
James E. Sinclair, |
|
President and Chief Executive Officer |
|
(Principal Executive Officer) |