COMMON STOCK PURCHASE WARRANT Tanzanian gold corporationTanzanian Gold Corp • February 9th, 2021 • Gold and silver ores • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, six months after the date of issuance (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 11, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tanzanian Gold Corporation, an Alberta corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Securities Purchase Agreement, dated February 9, 2021, between the Company and the Purchasers named therein (the “Securities Purchase Agreement”).
TANZANIAN GOLD CORP., Issuer and Trustee INDENTURE Dated as of [ ], 2021 Subordinated Debt Securities CROSS-REFERENCE TABLE1Indenture • April 27th, 2021 • Tanzanian Gold Corp • Gold and silver ores • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2022 • Tanzanian Gold Corp • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2022 and is between Tanzanian Gold Corporation, a company incorporated under the laws of the Province of Alberta, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TANZANIAN GOLD CORPORATION Common Shares Sales AgreementSales Agreement • May 3rd, 2019 • Tanzanian Gold Corp • Gold and silver ores • New York
Tanzanian Gold Corporation, a company established under the Business Corporations Act (Alberta), Canada (the “Company”), confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Inc. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2021 • Tanzanian Gold Corp • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, and is between Tanzanian Gold Corporation., a company incorporated under the laws of the Province of Alberta, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2016 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 1, 2016, is by and among Tanzanian Royalty Exploration Corporation, a company organized under the laws of Alberta, Canada (the “Company”), and the undersigned buyer (the “Buyer”).
COMMON STOCK PURCHASE WARRANT Tanzanian gold corporationCommon Stock Purchase • January 25th, 2022 • Tanzanian Gold Corp • Gold and silver ores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 26, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tanzanian Gold Corporation, an Alberta, Canada company (the “Company”), up to 17,948,718 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANTTanzanian Royalty Exploration Corp • December 15th, 2014 • Gold and silver ores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <Name Redacted>. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tanzanian Royalty Exploration Corporation, a company organized under the laws of Alberta, Canada (the “Company”), up to 982,143 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, without par value per share (the “Common Stock”). The purchase price of one Warrant Share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2020 • Tanzanian Gold Corp • Gold and silver ores • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the “Purchase Agreement”).
SECURED LOAN AGREEMENTSecured Loan Agreement • December 2nd, 2019 • Tanzanian Gold Corp • Gold and silver ores • California
This Secured Loan Agreement (this “Agreement”) is entered into as of the 10th day of September, 2018, by and among Nancy KamalL located in the State of California (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).
AT THE MARKET OFFERING AGREEMENT May 12, 2023Terms Agreement • May 15th, 2023 • TRX GOLD Corp • Gold and silver ores • New York
TRX Gold Corporation, a corporation incorporated under the Business Corporations Act (Alberta) (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Lead Manager”) and Roth Capital Partners, LLC (“Roth” and, collectively with the Lead Manager, the “Managers” and each, a “Manager”) as follows:
UNDERWRITING AGREEMENT TANZANIAN GOLD CORPORATION 6,695,652 Common SharesUnderwriting Agreement • December 16th, 2019 • Tanzanian Gold Corp • Gold and silver ores • New York
Tanzanian Gold Corporation, a company established under the Business Corporations Act (Alberta), Canada (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”), on a best efforts basis, an aggregate of up to 6,695,652 common shares (the “Shares”), no par value (the “Common Shares”).
SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • November 27th, 2012 • Tanzanian Royalty Exploration Corp • Gold and silver ores • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of November 25, 2011, between Tanzanian Royalty Exploration Corporation (the “Corporation”), a corporation existing under the laws of the Province of Alberta, and Computershare Trust Company of Canada, a company existing under the laws of Canada (the “Rights Agent”);
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • November 30th, 2007 • Tanzanian Royalty Exploration Corp • Gold and silver ores • British Columbia
FORM OF SUBSCRIPTION AGREEMENTTanzanian Gold Corp • June 27th, 2019 • Gold and silver ores • Alberta
The undersigned (the “Investor”) hereby confirms its agreement with Tanzanian Gold Corporation, a corporation formed under the Business Corporations Act (Alberta) and formerly known as Tanzanian Royalty Exploration Corporation, (the “Company”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2016 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 1, 2016 (the “Execution Date”), among Tanzanian Royalty Exploration Corporation, a Canadian corporation incorporated under the laws of the Province of Alberta (the “Company”), and the investor listed on the Buyer Schedule attached hereto (“Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2020 • Tanzanian Gold Corp • Gold and silver ores • Alberta
The undersigned (the “Investor”) hereby confirms its agreement with Tanzanian Gold Corporation, a corporation formed under the Business Corporations Act (Alberta) and formerly known as Tanzanian Royalty Exploration Corporation, (the “Company”), as follows:
September 7 , 2004 Northern Mining Explorations Ltd. Place du CanadaRoyalty Agreement • February 10th, 2005 • Tan Range Exploration Corp • Gold and silver ores
Those agreements copied in Schedule “A’ attached hereto (“Underlying Agreements”) concerning those mineral properties located in Tanzania and more particularly described in Schedule
SECURED LOAN AGREEMENTSecured Loan Agreement • November 28th, 2016 • Tanzanian Royalty Exploration Corp • Gold and silver ores • Texas
This Secured Loan Agreement (this “Agreement”) is entered into as of the 30th day of June 2016, by and among David Schectman, a resident of Minnesota (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).
SUBSCRIPTION AND PROPERTY OPTION AGREEMENTAgreement • June 28th, 2004 • Tan Range Exploration Corp • Gold and silver ores • Ontario
Tan Range Exploration Corporation, an Alberta company having an office at Suite 1730 - 355 Burrard Street, Vancouver, British Columbia, V6C 2G8
LOAN AGREEMENT AMENDMENTLoan Agreement • November 30th, 2018 • Tanzanian Royalty Exploration Corp • Gold and silver ores
This amendment (the “Amendment”) is made between _______________ (“Lender”) and Tanzanian Royalty Exploration Corporation, an Alberta corporation (“Borrower”) (each a “Party” and collectively the “Parties”) pursuant to a loan agreement between the Borrower and the Lender dated ____________, if and as amended from time to time (the “Loan Agreement”). For good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the Parties wish to amend the Loan Agreement as follows:
ESCROW AGREEMENTEscrow Agreement • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
THIS ESCROW AGREEMENT dated as of December 9, 2014 (the “Escrow Agreement”), is entered into by and among Tanzanian Royalty Exploration Corporation, a company organized under the laws of Alberta, Canada (the “Company”), <Name Redacted>, a Cayman Islands exempted company (“<Name Redacted>,” and together with the Company, the “Parties,” and each individually, a “Party”), as holder of certain 8% Original Issue Discount Senior Convertible Debentures of the Company in the aggregate principal amount of up to $15,000,000 (collectively, the “Debentures”) and certain Common Stock Purchase Warrants (the “Warrants”) and Wells Fargo Bank, National Association, a national banking association, as escrow agent (“Escrow Agent”).
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • November 30th, 2006 • Tanzanian Royalty Exploration Corp • Gold and silver ores • British Columbia
MODIFICATION AGREEMENTModification Agreement • April 7th, 2015 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
THIS MODIFICATION AGREEMENT (the “Agreement”), dated as of March 23, 2015, is entered into between Tanzanian Royalty Exploration Corp., a Canadian corporation having an address at 40 King Street West, 44th Floor, Scotia Plaza, Toronto, Ontario CANADA M5H 3Y (the “Company”), the entities executing this Agreement as Guarantors, each having an address at 40 King Street West, 44th Floor, Scotia Plaza, Toronto, Ontario CANADA M5H 3Y (collectively, the “Guarantors”), and JGB (Cayman) Weston Ltd. an Cayman Islands exempted company having an address at c/o JGB Management Inc., 21 Charles Street, Suite 160, Westport, Connecticut , 06880 (the “Investor”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 30th, 2006 • Tanzanian Royalty Exploration Corp • Gold and silver ores • Ontario
TRUST AGREEMENTDirector, and Consultant Share Ownership Plan • March 15th, 2004 • Tan Range Exploration Corp • Alberta
SECURED GOLD LOAN AGREEMENTSecured Gold Loan Agreement • December 2nd, 2019 • Tanzanian Gold Corp • Gold and silver ores • Texas
This Secured Gold Loan Agreement (this “Agreement”) is entered into as of the 28th day of January, 2019. by and among Hoyle Julian, located in the State of Texas (“Lender”) and Tanzanian Royalty Exploration Corporation, a Canadian corporation (“Borrower”) (each a “Party” and collectively the “Parties”).
AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2011 • Tanzanian Royalty Exploration Corp • Gold and silver ores • Ontario
This Amendment (this “Agreement ”) to the Underwriting Agreement (as defined below) is entered into as of the 10th day of August, 2011, among Tanzanian Royalty Exploration Corporation (the “Corporation”) and Casimir Capital Ltd. (the “Underwriter”) (the Corporation and the Underwriter each being a “Party” and collectively the “Parties”) in order to amend the underwriting agreement originally entered into as of the 11th day of July, 2011, among the Parties (the “Underwriting Agreement”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • December 21st, 2020 • Tanzanian Gold Corp • Gold and silver ores
This Supplemental Agreement (the “Agreement”), dated as of December 18, 2020, is entered into by between TANZANIAN GOLD CORPORATION, a company incorporated under the laws of the Province of Alberta, with its principal executive office located at #202, 5626 Larch Street, Vancouver, British Columbia, Canada V6M 4E1 (the “Company”), YA II PN, LTD, an exempted company incorporated in the Cayman Islands with limited liability and whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1 1101 (“YA II”), and RIVERFORT GLOBAL OPPORTUNITIES PLC, a company incorporated in England and Wales and whose principal office is at 72 Charlotte Street, London W1T 4QQ, United Kingdom (“Riverfort” and collectively with YA II, the “Buyers”).
OPTION AGREEMENTOption Agreement • June 28th, 2004 • Tan Range Exploration Corp • Gold and silver ores
SECURITIES PURCHASE AGREEMENT Dated as of December 9, 2014 by and between Tanzanian Royalty Exploration Corporation (TRX) and <Name Redacted> SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
giving effect to any limitations on conversion set forth in the Debentures or limitations on exercise set forth in the Warrants) and issuable upon any redemption of the Debentures and (e) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, or (b) such Registrable Securities have been previously sold in accordance with Rule 144.
COMMON STOCK PURCHASE WARRANT Tanzanian Gold CorporationTanzanian Gold Corp • July 23rd, 2020 • Gold and silver ores • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [YA II PN, Ltd.] [Riverfort Global Opportunities PLC] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Original Issue Date and on or prior to the close of business on the third (3rd)-year anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tanzanian Gold Corporation, a company incorporated under the laws of the Province of Alberta (the “Company”), up to [________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is subject to the following provisions:
CONTINUING GUARANTYContinuing Guaranty • December 15th, 2014 • Tanzanian Royalty Exploration Corp • Gold and silver ores • New York
SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of January 20, 2021 Between TANZANIAN GOLD CORPORATION and ODYSSEY TRUST COMPANY as Rights AgentShareholder Rights Plan Agreement • December 3rd, 2021 • Tanzanian Gold Corp • Gold and silver ores • Alberta
NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein, and subject to such covenants and agreements, the parties hereby agree as follows:
