20-F/A

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 issuer’s 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.

xYes

qNo

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).  

qYes

qNo

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.

Item 19.

Exhibits

Exhibit No.

Name

1.1	Articles and Bylaws of Tan Range Exploration Corporation, as amended. (1)
1.2	Certificate of Amendment for Change of Name dated February 28, 2006 (6)
1.3	Certificate of Amendment and Registration of Restated Articles dated March 7, 2008 for increase in the maximum number of directors to eleven (6)
2.1	Employee Share Ownership Plan (2003) (1)
2.2	2001 Stock Option Plan (1)
2.3	Shareholder Rights Plan (2)
2.4	2011 Shareholder Rights Plan (9)
2.5	Restricted Stock Unit Incentive Plan (4)
2.6	Amended Restricted Stock Unit Incentive Plan (8)
4.1	Subscription and Property Option Agreement dated May 31, 1999 between the Company and Barrick Gold Corporation  (2)
4.2	Option Agreement dated December 14, 2001 between Tanzam 2000 Limited and Barrick Exploration Africa Limited (2)

4.3	Letter of Intent dated January 20, 2003 between the Company and Northern Mining Explorations Ltd., as amended by Letter Agreement dated March 18, 2003 (2)
4.4	Letter of Intent dated July 21, 2003 between the Company and Ashanti Goldfields (Cayman) Limited (2)
4.8	Option Agreement dated September 7, 2004 between the Company and Northern Mining Explorations Ltd. (3)
4.9	Purchase and Sale Agreement dated September 26, 2006 between the Company and Ashanti Goldfields (Cayman) Limited (4)
4.10	Option and Royalty Agreement dated January 25, 2007 between the Company and Sloane Developments Ltd. (5)
4.12	March 27, 2009 Subscription Agreement for purchase of 248,139 common shares with James E. Sinclair (6)
4.13	February 23, 2009 Subscription Agreement for purchase of 189,036 common shares with James E. Sinclair (6)
4.14	February 1, 2009 Subscription Agreement for purchase of $3,000,000 of common shares with James E. Sinclair (6)
4.15	August 24, 2010 Subscription Agreement for purchase of 144,430 common shares with James E. Sinclair (7)
4.16	Heads of Agreement dated December 16, 2010 between the Company and State Mining Corporation (8)
4.17	Joint Venture Agreement dated October 25, 2011 between the Company and State Mining Corporation (8)
4.18	Kigosi Access Agreement dated December 10, 2012 between the Company and The Director of Wildlife, Wildlife Division, Ministry of Natural Resources and Tourism (10)
4.19	Securities Purchase Agreement dated December 9, 2014 with JGB (Cayman) Weston Ltd. (11)
4.20	Registration Rights Agreement dated December 9, 2014 with JGB (Cayman) Weston Ltd. (11)
4.21	8% Original Issue Discount Senior Convertible Debenture to JGB (Cayman) Weston Ltd. (11)
4.22	Escrow Agreement dated December 9, 2014 with JGB (Cayman) Weston Ltd. and Wells Fargo Bank, National Association (11)
4.23	Common Stock Purchase Warrant dated Decemer 9, 2014 to JGB (Cayman) Weston Ltd. (11)
4.24	Continuing Guaranty from Itetemia Mining Company Limited, Lunguya Mining Company Ltd., Tancan Mining Company Limited, Tanzania American International Development Corporation 2000 Limited, Buckreef Gold Company Limited and Northwest Basemetals Company Limited  (11)
4.25	Secured Gold Loan Agreement dated June 22, 2015 with Hoffman Heritage Ranches LLC *
4.26	Secured Gold Loan Agreement dated June 22, 2015 with William L. Holter *
8.1	List of Subsidiaries (12)
12.1	Certification of the Principal Executive Officer under the Sarbanes-Oxley Act (12)
12.2	Certification of the Principal Financial Officer under the Sarbanes-Oxley Act (12)
13.1	Certification under Section 1350 (12)
15.1	Consolidated Financial Statements for the years ended August 31, 2015 and 2014 (12)
15.2	Management’s Discussion and Analysis for the years ended August 31, 2015 and 2014 (12)

* 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”)

EX-4.25

Exhibit 4.25

EX-4.26

CORRESP

Response Letter to SEC