CONNECTICUT OFFICE:
TORONTO OFFICE:
PO Box 577
44th Floor, Scotia Plaza
Sherman, CT
40 King Street West
U.S.A. 06784
Toronto, Ontario
Phone: (860) 364-1830
Canada M5H 3Y4
Fax : (860) 364-0673
Phone: (604) 696-4236
www.tanzanianroyalty.com
Fax: (604) 696-4239
BY EDGAR
April 8, 2016
John Reynolds
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re:
Tanzanian Royalty Exploration Corporation
Form 20-F for the Fiscal Year Ended August 31, 2015
Filed December 28, 2015
File No. 001-32500
Dear Mr. Reynolds:
We are submitting this letter in response to the Securities and Exchange Commission’s (“SEC”) staff comment letter dated April 5, 2016. We have reproduced the text of the staff comments in bold-faced type and have provided our responses in italics. Terms used in our responses that are not defined shall have the same meanings as defined in our Form 20-F.
1.
We note your secured gold loan agreements referenced on page 92 and listed as exhibits 4.25 and 4.26 on your exhibit list. We are unable to locate exhibits 4.25 and 4.26, as they do not appear to have been filed with the Form 20-F. Please file your two secured gold loan agreements or advise.
We have submitted the Form 20-F, Amendment No. 1 to include Exhibits 4.25 and 4.26, which were inadvertently omitted from the Form 20-F Annual Report filed on December 28, 2015.
We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the filing, that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Yours respectfully,
Tanzanian Royalty Exploration Corporation
/s/ “James Sinclair”
James Sinclair
President and Chief Executive Officer