0001140361-11-043637.txt : 20110825 0001140361-11-043637.hdr.sgml : 20110825 20110825142924 ACCESSION NUMBER: 0001140361-11-043637 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110825 DATE AS OF CHANGE: 20110825 GROUP MEMBERS: PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TANZANIAN ROYALTY EXPLORATION CORP CENTRAL INDEX KEY: 0001173643 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85827 FILM NUMBER: 111056302 BUSINESS ADDRESS: STREET 1: SUITE 404 ? 1688 152ND STREET CITY: SOUTH SURREY STATE: A1 ZIP: V4A 4N2 BUSINESS PHONE: (604) 536-7873 MAIL ADDRESS: STREET 1: SUITE 404 ? 1688 152ND STREET CITY: SOUTH SURREY STATE: A1 ZIP: V4A 4N2 FORMER COMPANY: FORMER CONFORMED NAME: TAN RANGE EXPLORATION CORP DATE OF NAME CHANGE: 20020516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Platinum Partners Liquid Opportunity Master Fund L.P. CENTRAL INDEX KEY: 0001476165 IRS NUMBER: 980619957 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57 STREET, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-271-7866 MAIL ADDRESS: STREET 1: 152 WEST 57 STREET, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 formsc13g.htm PLATINUM PARTNERS LIQUID OPPORTUNITY MASTER FUND L.P. SC 13G 8-12-2011 formsc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No __)

Tanzanian Royalty Exploration Corporation
(Name of Issuer)

Common Shares
(Title of Class of Securities)

87600U104
(CUSIP Number)

August 12, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
 
 
 
 

CUSIP No. 87600U104

(1) Names of Reporting Persons.
 
Platinum Partners Liquid Opportunity Master Fund L.P.
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(3) SEC Use Only.
 
(4) Citizenship or Place of Organization.
 
Cayman Islands
 
Number of
(5) Sole Voting Power: 3,157,894
Shares
  
Beneficially
(6) Shared Voting Power: 0
Owned by
  
Each
 (7) Sole Dispositive Power: 3,157,894
Reporting
 
Person With
(8) Shared Dispositive Power: 0
 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
1,578,947 Common Shares and 1,578,947 Common Share Purchase Warrants.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. o.
 
(11) Percent of Class Represented by Amount in Row 9.
 
3.1%
 
(12) Type of Reporting Person (See Instructions).
 
PN

 
2
 

CUSIP No. 87600U104

(1) Names of Reporting Persons.
 
Platinum Partners Value Arbitrage Fund L.P.
 
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) x
 
(3) SEC Use Only.
 
(4) Citizenship or Place of Organization.
 
Cayman Islands
 
Number of
(5) Sole Voting Power: 7,368,422
Shares
  
Beneficially
(6) Shared Voting Power: 0
Owned by  
Each
 (7) Sole Dispositive Power: 7,368,422
Reporting
 
Person With (8) Shared Dispositive Power: 0
 
 
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
 
3,684,211 Common Shares and 3,684,211 Common Share Purchase Warrants.
 
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. o
 
(11) Percent of Class Represented by Amount in Row 9.
 
7.1%
 
(12) Type of Reporting Person (See Instructions).
 
PN

 
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Item 1.

(a) Name of Issuer.

Tanzanian Royalty Exploration Corporation

(b) Address of Issuer's Principal Executive Offices.

404-1688 152nd Street
South Surrey, BC  V4A 4N2
Canada

Item 2.

(a) Name of Person Filing.
(b) Address or Principal Business Office or, if none, Residence.
(c) Citizenship or Place of Organization.

Platinum Partners Liquid Opportunity Master Fund L.P.
152 West 57th Street, 4th Floor
New York, NY 10019
Cayman Islands

Platinum Partners Value Arbitrage Fund L.P.
152 West 57th Street, 4th Floor
New York, NY 10019
Cayman Islands

(d) Title of Class of Securities.

Common Shares

(e) CUSIP No.

87600U104

Item 3.  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under section 15 of the Act.
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act.
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act.
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940.
 
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 
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(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Platinum Partners Liquid Opportunity Master Fund L.P.

 
(a)
Amount Beneficially Owned:  1,578,947 Common Shares and 1,578,947 Common Share Purchase Warrants.

 
(b)
Percent of class:  3.1%

 
(c)
Number of shares as to which such person has:
 
(i) 
Sole power to vote or to direct the vote:3,157,894
 
(ii) 
Shared power to vote or to direct the vote:0
 
(iii) 
Sole power to dispose or to direct the disposition of:3,157,894
 
(iv) 
Shared power to dispose or to direct the disposition of:0

Platinum Partners Value Arbitrage Fund L.P.

 
(a)
Amount Beneficially Owned: 3,684,211 Common Shares and 3,684,211 Common Share Purchase Warrants.

 
(b)
Percent of class:  7.1%

 
(c)
Number of shares as to which such person has:
 
(i) 
Sole power to vote or to direct the vote:7,368,422
 
(ii) 
Shared power to vote or to direct the vote:0
 
(iii) 
Sole power to dispose or to direct the disposition of:7,368,422
 
(iv) 
Shared power to dispose or to direct the disposition of:0

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
 
 
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Item 6.  Ownership of More than 5 Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.  N/A

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.  N/A

Item 8.  Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.  See attached Joint Filing Agreement.

Item 9.  Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  N/A

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2011
 
PLATINUM PARTNERS LIQUID OPPORTUNITY MASTER FUND L.P.

By: /s/ Oliver Jimenez
Name: Oliver Jimenez
Title: Chief Compliance Officer

PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P.

By: /s/ Oliver Jimenez
Name: Oliver Jimenez
Title: Chief Compliance Officer
 
 
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Exhibit 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13G and all amendments thereto with respect to the Common Shares of Tanzanian Royalty Exploration Corporation beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.

Dated: August 24, 2011

PLATINUM PARTNERS LIQUID OPPORTUNITY MASTER FUND L.P.

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P.

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer
 
 
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