TRX GOLD Corp F-3, filed Aug 21, 2020

TRX GOLD Corp (TRX)

F-3 2020-08-21

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Alberta, Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Title of each class of securities to be registered			Amount to be registered ⁽¹⁾⁽²⁾	Proposed maximum offering price per unit ⁽²⁾	Aggregate maximum offering price ⁽²⁾	Amount of registration fee ⁽²⁾
Common shares, without par value (underlying the Tranche A convertible debentures)			21,000,000	$0.89	$18,690,000.00	$2,425.96
Common shares, without par value (underlying warrants)			3,002,037	0.89	2,671,812.93	346.80
TOTAL:			24,002,037	$0.89	$21,361,812.93	$2,772.76

	⁽¹⁾	Common shares that may be offered pursuant to this registration statement consist of shares that may be issuable upon conversion of Tranche A convertible debentures and exercise of warrants issued in a private placement completed in July 22, 2020 and issuable in the future. For purposes of estimating the number of common shares to be included in this registration statement, we included 24,002,037 shares, representing a contractual number of common shares to be registered upon conversion of the outstanding convertible debentures and exercisable upon the exercise of warrants issued pursuant to that certain Securities Purchase Agreement dated as of July 22, 2020 (without regard to any limitations on conversion). Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of stock splits or stock dividends which occur during this continuous offering.

	⁽²⁾	The proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee for this offering pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), using the closing price of $0.89 by the NYSE American on August 17, 2020.

	Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATE OF MEASURED AND INDICATED MINERAL RESOURCES	1
ABOUT THIS PROSPECTUS	2
PROSPECTUS SUMMARY	3
THE OFFERING	6
RISK FACTORS	8
CAPITALIZATION AND INDEBTEDNESS	19
MARKET FOR OUR COMMON SHARES	19
EXCHANGE RATES	19
USE OF PROCEEDS	19
SELLING SHAREHOLDERS	20
DESCRIPTION OF SECURITIES	22
COMPARISON OF ALBERTA AND DELAWARE LAW	24
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	33
PLAN OF DISTRIBUTION	40
MATERIAL CHANGES	41
LISTING	41
TRANSFER AGENT AND REGISTRAR	41
LEGAL MATTERS	41
EXPERTS	41
ENFORCEABILITY OF CIVIL LIABILITIES	42
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	42
WHERE YOU CAN FIND ADDITIONAL INFORMATION	43

Common shares offered by selling shareholders		Up to 24,002,037 common shares issuable to selling shareholders pursuant to the Securities Purchase Agreement upon conversion of the Tranche A Debentures and Warrants.

Selling shareholders		YA II PN, Ltd. Riverfort Global Opportunities PLC

Common shares outstanding immediately before offering		197,462,832 common shares ⁽¹⁾⁽²⁾

Common shares to be outstanding after this offering		221,464,869 common shares⁽¹⁾⁽²⁾ assuming selling shareholders convert the Tranche A Debentures into 21,000,000 common shares, and exercise warrants to purchase 3,002,037 common shares which are being registered in the registration statement of which this prospectus forms a part.

Conversion		The Tranche A Debentures are convertible by the selling shareholders upon notice. The conversion price will the lesser of (i) $1.2125 and (ii) 93% of the two lowest daily volume weighted average prices of the Company’s common shares (as reported by Bloomberg) (“VWAP”) during the 10 consecutive trading days immediately preceding the date of such conversion, but in no event will the conversion price be less than $0.20.

Maturity Date		Each Tranche A Debenture matures 18 months after issuance; provided, however, if at least 20% of the principal balance is outstanding at maturity, the Company may elect to extend the maturity date by an additional 6 months upon notice for no additional fee.

Use of Proceeds		We will not receive any proceeds from the sale of shares by the selling shareholders. As of the date hereof, we received $4,000,000 from the sale of a Tranche A Debenture from the selling shareholders under the Securities Purchase Agreement (prior to an commitment fee of 1.5% on $14,000,000; a implementation fee of 3.95% on each drawdown and due diligence and legal fees of $33,000). Within 48 hours from the filing of a registration statement of which this prospectus forms a part, we will receive up to another $2,000,000 from the sale of Tranche A Debentures to the selling shareholders. Within 48 hours from the effective date of the registration statement of which this prospectus forms a part, we will receive up to another $1,000,000 from the sale of a Tranche A Debenture to the selling shareholders. The Company intends to use the proceeds for the expansion of the Buckreef Project oxide mining and processing operation, the advancement of a feasibility study for the larger sulphide mining complex, the continuation of multiple drilling programs and for general corporate purposes.

Risk Factors		Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of factors you should consider carefully when making an investment decision.

Common Shares NYSE American symbol		TRX


As at May 31, 2020		$Cdn		$US⁽¹⁾

Long Term Liabilities		-		-

Authorized Capital
Share capital	$	157,673,093	$	114,181,398
Share based payment reserve		8,970,920		6,496,430
Warrants Reserve		1,033,037		748,090
Accumulated Other Comprehensive Loss		833,937		(603,908)
Accumulated Deficit		(145,461,823)		(105,338,419)
Equity attributable to owners of the Company	$	23,049,164	$	16,691,407
Non-controlling interests		588,131		425,904
Total shareholder’s equity	$	23,637,295	$	17,117,311

Month	Exchange Rate Cdn
	High		Low
July 2020		1.3617		1.3475
June 2020		1.3684		1.3395
May 2020		1.4104		1.3763
April 2020		1.4202		1.3891
March 2020		1.4529		1.3350
February 2020		1.3428		1.3220

Commitment Fee ⁽¹⁾	$	210,000
Implementation Fee ⁽²⁾	$	276,500
Legal and Due Diligence Fees	$	33,000
Total:	$	519,500

Appraisal Rights; Rights to Dissent	Under the DGCL, a stockholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction. For example, a stockholder is entitled to appraisal rights in the case of a merger or consolidation if the shareholder is required to accept in exchange for the shares anything other than: (i) shares of stock of the corporation surviving or resulting from the merger or consolidation, or depository receipts in respect thereof; (ii) shares of any other corporation, or depository receipts in respect thereof, that on the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 shareholders; (iii) cash instead of fractional shares of the corporation or fractional depository receipts of the corporation; or (iv) any combination of the foregoing.	The BCA provides that shareholders of a corporation are entitled to exercise dissent rights in respect of certain matters and to be paid the fair value of their shares in connection therewith. The dissent right is applicable where the corporation resolves to (i) alter its articles to alter the restrictions on the powers of the corporation or on the business it is permitted to carry on; (ii) approve certain amalgamations; (iii) approve an arrangement, where the terms of the arrangement or court orders relating thereto permit dissent; (iv) sell, lease or otherwise dispose of all or substantially all of its property; or (v) continue the corporation into another jurisdiction. Dissent may also be permitted if authorized by resolution. A court may also make an order permitting a shareholder to dissent in certain circumstances.
Stockholder/ Shareholder Consent to Action Without Meeting	Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation, any action that can be taken at a meeting of the stockholders may be taken without a meeting if written consent to the action is signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take the action at a meeting of the stockholders.	Although it is not customary for public companies to do so, under the BCA, shareholder action without a meeting may be taken by a consent resolution of shareholders signed by all of the shareholders entitled to vote on that resolution. A consent resolution is as valid and effective as if it was a resolution passed at a meeting of shareholders.

Special Meetings of Stockholders/ Shareholders	Under the DGCL, a special meeting of shareholders may be called by the board of directors or by such persons authorized in the certificate of incorporation or the bylaws.	Under the BCA, a special meeting of shareholders may be called by the board of directors.

	•	An individual who is a citizen or resident of the U.S.;
	•	A corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

	•	Any gain realized on the sale or other disposition (including dispositions and certain other events that would not otherwise be treated as taxable events) of common shares (including an indirect disposition of the stock of any Subsidiary PFIC) and any “excess distribution” (defined as a distribution to the extent it (together with all other distributions received in the relevant tax year) exceeds 125% of the average annual distribution received during the shorter of the preceding three years or the U.S. Holder’s holding period for the common shares) received on common shares or with respect to the stock of a Subsidiary PFIC will be allocated ratably to each day of such U.S. Holder’s holding period for the common shares:

	•	The amount allocated to the current tax year and any year prior to the first year in which the Company was a PFIC will be taxed as ordinary income in the current year;

	•	The amount allocated to each of the other tax years (the “Prior PFIC Years”) will be subject to tax at the highest ordinary income tax rate in effect for the applicable class of taxpayer for that year; and

Exhibit Number	Description
5.1	Opinion re Legality Miller Thomson LLP*
23.1	Consent of Miller Thomson LLP (contained in Exhibit 5.1)*
23.2	Consent of Dale Matheson Carr-Hilton Labonte LLP*
23.3	Consent of Virimai Projects (Virimai)*
23.4	Consent of Crundwell Metallurgy (Crundwell)*
24.1	Power of Attorney is contained on Signature Page*

	TANZANIAN ROYALTY EXPLORATION CORPORATION

	By:	/s/ James E. Sinclair
		James E. Sinclair Chief Executive Officer

/s/ James E. Sinclair	August 20, 2020
James E. Sinclair, Executive Chairman and Director (Principal Executive Officer)
/s/ Dr. Norman Betts	August 20, 2020
Dr. Norman Betts, Director

/s/ Dr. William Harvey	August 20, 2020
Dr. William Harvey, Director

/s/ Rosalind Morrow	August 20, 2020
Rosalind Morrow, Director

/s/ Ulrich E. Rath	August 20, 2020
Ulrich E. Rath, Director

/s/ Marco Guidi	August 20, 2020
Marco Guidi, Chief Financial Officer (Principal Financial and Accounting Officer)