TRX GOLD Corp 6-K, filed Jan 14, 2022
TRX GOLD Corp (TRX)
About this 6-K
TRX GOLD Corp filed this 6-K on January 14, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2022
Commission File No.
(Translation of registrant’s name into English)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under the cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Explanatory Note
Tanzanian Gold Corporation (the “Company”) is furnishing this Form 6-K to provide its financial information for the three months ended November 30, 2021, and to incorporate such financial information into the Company’s registration statements referenced below.
Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration file numbers 333-248210; 333-250146; and 333-255526) to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed.
Exhibits
The following exhibits are filed as part of this Form 6-K.
| Exhibit No. | Document | |
| 99.1 | Unaudited financial statements for the three months ended November 30, 2021 | |
| 99.2 | Management’s Discussion & Analysis for the three months ended November 30, 2021 | |
| 99.3 | CEO Certification of Interim Filings | |
| 99.4 | CFO Certification of Interim Filings | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104. | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tanzanian Gold Corporation
(Registrant)
By: /s/ Donna Moroney
Donna Moroney, Secretary
Date: January 14, 2022
Exhibit 99.1
Tanzanian Gold Corporation
Unaudited Interim Condensed Consolidated
Financial Statements
For the three months ended
Tanzanian Gold Corporation
Unaudited Interim Condensed Consolidated Statements of Financial Position
(Expressed in Thousands of US Dollars)
As at | November 30, 2021 | August 31, 2021 | ||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash (Note 5) | $ | $ | ||||||
| Amounts receivable (Note 6) | ||||||||
| Prepaid and other assets (Note 7) | ||||||||
| Inventory (Note 8) | ||||||||
| Current assets | ||||||||
| Mineral property, plant and equipment (Note 9) | ||||||||
| Exploration and evaluation assets and expenditures (Note 10) | - | |||||||
| Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Trade, other payables and accrued liabilities (Note 11, 17) | $ | $ | ||||||
| Derivative warrant liabilities (Note 12) | ||||||||
| Current liabilities | ||||||||
| Asset Retirement Obligation | ||||||||
| Liabilities | ||||||||
| Shareholders’ equity | ||||||||
| Share capital (Note 13) | ||||||||
| Share based payment reserve (Note 14) | ||||||||
| Warrants reserve (Note 15) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Equity attributable to owners of the Company | ||||||||
| Non-controlling interests (Note 16) | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total Shareholders’ Equity and Liabilities | $ | $ | ||||||
Nature of operations and Going Concern (Note 1)
Commitments and Contingencies (Note 23)
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| 3 |
Tanzanian Gold Corporation
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss
(Expressed in Thousands of US Dollars)
| Three months ended November 30, | 2021 | 2020 | ||||||
| Restated – notes 2 and 4 | ||||||||
| Administrative expenses | ||||||||
| General and administrative expense (Note 18) | $ | $ | ||||||
| Administrative expenses | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Financial instrument related cost and other (Note 19) | ( | ) | ||||||
| Foreign exchange | ||||||||
| Interest, net | ( | ) | ||||||
| Other expense | - | ( | ) | |||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Loss and comprehensive loss attributable to: | ||||||||
| Parent | ( | ) | ( | ) | ||||
| Non-controlling interests | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share – basic and diluted attributable to Parent | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| 4 |
Tanzanian Gold Corporation
Unaudited Interim Condensed Consolidated Statements of Changes in Equity
(Expressed in Thousands of US Dollars)
| Share Capital | Reserves | |||||||||||||||||||||||||||||||
| Number of Shares | Amount | Share based payments | Warrants | Accumulated deficit | Owner's equity | Non- controlling interests | Total equity | |||||||||||||||||||||||||
| Balance at August 31, 2020 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issued for settlement of convertible debentures | ||||||||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at November 30, 2020 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issued for cash, net of share issue costs | ||||||||||||||||||||||||||||||||
| Warrants issued (Note 13) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Share based compensation - common shares | - | |||||||||||||||||||||||||||||||
| Issued for settlement of convertible debentures | ||||||||||||||||||||||||||||||||
| Shares issued for settlement of debts related to convertible and gold loans | ||||||||||||||||||||||||||||||||
| Options exercised (Note 13) | ||||||||||||||||||||||||||||||||
| Transfer of reserve on exercise of options | - | ( | ) | |||||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at August 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Shares issued for settlement of debts | ||||||||||||||||||||||||||||||||
| Share based compensation - common shares | - | |||||||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at November 30, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| 5 |
Tanzanian Gold Corporation
Unaudited Interim Condensed Consolidated Statements of Cash Flow
(Expressed in Thousands of US Dollars)
| Three months ended November 30, | 2021 | 2020 | ||||||
| Restated – notes 2 and 4 | ||||||||
| Operating | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash flow from operating activities: | ||||||||
| Non-cash items (Note 24) | ||||||||
| Net change in non-cash operating working capital items: | ||||||||
| Amounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid and other assets | ||||||||
| Trade, other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| Investing | ||||||||
| Exploration and evaluation assets and expenditures | ( | ) | ( | ) | ||||
| Proceeds from gold sales | ||||||||
| Purchase of mineral property, plant and equipment | ( | ) | ( | ) | ||||
| Cash used in investing activities | ( | ) | ( | ) | ||||
| Financing | ||||||||
| Repayment of leases | - | ( | ) | |||||
| Proceeds from issuance of convertible debentures | - | |||||||
| Cash provided by financing activities | - | |||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
Supplementary information:
| 2021 | 2020 | |||||||
| Non-cash transactions: | ||||||||
| Value of shares issued on conversion of debentures | $ | $ | ||||||
| Value of shares issued on settlement of debt | - | |||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| 6 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 1. | Nature of Operations and Going Concern |
The Company was originally incorporated under the corporate name “424547 Alberta Ltd.” in the Province of Alberta on July 5, 1990, under the Business Corporations Act (Alberta). The name of the Company was changed to Tanzanian Gold Corporation on April 11, 2019 (“TanGold”, “Group” or the “Company”). The address of the Company’s registered office is 400 3rd Avenue SW, Suite 3700, Calgary, Alberta, T2P 4H2, Canada. The address of the Company’s principal place of business is 150 King Street West, Suite 200, Toronto, Ontario, M5H 1J9. The Company’s principal business activity is in the exploration and development of mineral property interests. The Company’s mineral properties are located in United Republic of Tanzania (“Tanzania”).
The Company’s common shares are listed on the Toronto Stock Exchange in Canada and New York Stock Exchange American in the United States of America.
The Company is in the process of exploring, developing, and evaluating its mineral properties. The business of exploring and mining for minerals involves a high degree of risk. The underlying value of the mineral properties is dependent upon the existence and economic recovery of mineral resources and reserves, the ability to raise long-term financing to complete the development of the properties, government policies and regulations, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis; all of which are uncertain.
The amounts shown as exploration and evaluation assets and expenditures (“E&E assets”) represent costs incurred to date, less amounts amortized and/or written off, and do not necessarily represent present or future values. The underlying value of the E&E assets is entirely dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest, the ability of the Company to obtain the necessary financing to complete development, and future profitable production.
The Company reviews its going concern
status, via comparisons to budgets, cash flow forecasts, and access to further financing. At the balance sheet date, the Company had $
These unaudited interim condensed consolidated financial statements do not give effect to any adjustment which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the unaudited interim condensed consolidated financial statements and such adjustments may be material.
| 7 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 2. | Basis of Preparation and Significant Accounting Policies |
| i) | Basis of presentation and measurement |
The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the CPA Canada Handbook - Accounting including IAS 34 Interim financial reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended August 31, 2021.
The consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments which have been measured at fair value.
During the year ended August 31, 2021, the Company changed its presentation currency from the Canadian dollar to the US dollar. The Company believes that the change in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information to its peers. For more details, see Note 4 of these unaudited interim condensed consolidated financial statements. Reference herein of $ or USD is to US dollars, C$ or CAD is to Canadian dollars.
Balance sheet items are classified as current if receipt or payment is due within twelve months. Otherwise, they are presented as non-current.
These condensed interim consolidated financial statements were approved by the Board of Directors for issue on January 14, 2022.
| ii) | Significant accounting policies |
The accounting policies applied in these condensed interim consolidated financial statements are consistent with those applied in the preparation of the Company’s annual consolidated financial statements for the year ended August 31, 2021 except as noted below.
Mineral properties – Construction in progress
All expenditures undertaken in the development, construction, installation and/or completion of mine production facilities to extract, treat, gather, transport and store of minerals are capitalized and initially classed as “Construction in progress”. All expenditures related to the construction of mine and obtain access to the orebody are considered to be capital development and are capitalized. Expenses incurred after reaching the orebody are regards as operating development costs and are included in the cost of ore hoisted.
Upon the commencement of commercial production, all related assets included in “Construction in progress” are reclassified to “Mineral properties” or “Property, plant and equipment”. Determination of commencement of commercial production is a complex process and requires significant assumptions and estimates. The commencement of commercial production is defined as the date when the mine is capable of operating in the manner intended by management. The Company considers primarily the following factors, among others, when determining the commencement of commercial production:
| · | All major capital expenditures to achieve a consistent level of production and desired capacity have been incurred; |
| · | A reasonable period of testing of the mine plant and equipment has been completed; |
| · | A predetermined percentage of design capacity of the mine and mill has been reached; and |
| · | Required production levels, grades and recoveries have been achieved. |
| 8 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 2. | Basis of Preparation and Significant Accounting Policies (continued) |
| iii) | New accounting pronouncements |
In 2020, the IASB issued amendments to IAS 16, Property Plant and Equipment, which prohibits the deduction from the cost of an item of property, plant and equipment any proceeds received from the sales of the items produced while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, the entity recognizes the proceeds from the sale of such items, and the cost of producing those items in the Statements of Comprehensive Loss. The amendments to IAS 16 are effective for annual reporting periods beginning on or after January 1, 2022, with early adoption permitted. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.
In May 2021, the IASB issued amendments to IAS 12, Income Taxes. The amendments to IAS 12 narrow the scope of the initial recognition exemption so that it no longer applies to transactions which give rise to equal amounts of taxable and deductible temporary differences. The Company is to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition for certain transactions, including leases and reclamation provisions. The amendments to IAS 12 are effective for annual reporting periods beginning on or after January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of these amendments on its consolidated financial statements.
| 3. | Significant Accounting Judgments, Estimates and Assumptions |
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Estimates and judgments are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The following discusses the most significant accounting policy judgments and accounting estimates that the Company has made in the preparation of the financial statements that could result in a material effect during the current reporting period on the carrying amounts of assets and liabilities:
Accounting Policy Judgements
The Company made the following critical judgements in applying its accounting policies during the three months ended November 30, 2021:
| 1) | Exploration and Evaluation Assets and Expenditures |
The application of the Company’s accounting policy for exploration and evaluation assets and expenditures requires judgment to determine whether future economic benefits are likely, from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves, and to determine whether indicators of impairment exist including factors such as, the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted and evaluation of the results of exploration and evaluation activities up to the reporting date.
| 9 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 3. | Significant Accounting Judgments, Estimates and Assumptions (continued) |
| 2) | Determination of Commercial Viability and Technical Feasibility of the Buckreef Gold Project |
The application of the Company’s accounting policy for mineral property development costs required judgment to determine when technical feasibility and commercial viability of the Buckreef Gold Project was demonstrable. The Company considered the positive NI 43-101 compliant Preliminary Feasibility Study (“PFS”) published in 2018, updated resource in 2020, the results from the 120 tonnes per day “tpd” oxide processing plant constructed for testing purposes which led to a decision to construct a 1,000+ tpd processing plant announced with an expectation of generating a positive long-term return on the Buckreef Gold Project based on a positive Net Present Value generated from a discounted cash flow model.
Estimates and Assumptions
The preparation of condensed consolidated interim financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities as at the date of the condensed consolidated interim financial statements and the reported amount of revenues and expenses for the reporting period.
The main sources of estimation uncertainty and critical judgments by management applicable to these condensed consolidated interim financial statements are the same as those presented in the Company’s consolidated financial statements for the year ended August 31, 2021.
| 1) | Exploration and Evaluation Assets and Expenditures |
As noted above, during the three months ended November 30, 2021, with the construction decision from the Board of Directors, the Buckreef Gold Project transitioned from an exploration and evaluation asset under IFRS 6 to mineral property, plant and equipment under IAS 16. At the time of the transition from exploration and evaluation to mineral property, plant and equipment, the Company completed an impairment test as required by IFRS 6. The impairment test compared the carrying amount of the Buckreef Gold Project to its recoverable amount. The recoverable amount is higher of the value in use and the fair value less costs of disposal. The Company estimated the recoverable amount using the discounted cash flow model as noted above. The significant assumptions that impacted the resulting fair value include future gold prices, capital cost estimates, operating cost estimates, estimated reserves and resources and the discount rate. Upon completion of the impairment tests, the Company concluded that there was no impairment.
| 2) | COVID-19 |
While there has been increased economic optimism in the early part of 2021 as the global economy continued to show signs of recovery from the impacts of the COVID-19 pandemic, current market conditions may result in additional uncertainties, risks and complexities in management’s determination of the estimates and assumptions used to prepare the Company’s financial results. As the COVID-19 pandemic continues, management cannot reasonably estimate the length or severity of the impact on the Company. As such, actual results may differ from estimates and the effect of such differences may be material.
| 10 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 4. | Change in Presentation Currency |
Effective September 1, 2020, the Company changed its presentation currency to US dollars from CAD dollars. The Company believes that the change in presentation currency will provide shareholders with a better reflection of the Company’s business activities and enhance the comparability of the Company’s financial information to peers. The change in presentation currency represents a voluntary change in accounting policy, which is accounted for retrospectively. The unaudited interim condensed consolidated financial statements for all periods presented have been translated into the new presentation currency in accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates.
The unaudited interim condensed consolidated financial statements of comprehensive loss and the unaudited interim condensed consolidated statements of cash flows have been translated into the presentation currency using the average exchange rates prevailing during each reporting period. In the unaudited interim condensed consolidated statements of financial position, all assets and liabilities have been translated using the period end exchange rates, and all resulting exchange differences have been recognized in accumulated deficit. Asset and liability amounts previously reported in Canadian dollars have been translated into US dollars as at November 30, 2020, using the period end exchange rates of 1.2977 CAD/USD, and shareholders’ equity balances have been translated using historical rates in effect on the date of the transactions.
| 11 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 4. | Change in Presentation Currency (continued) |
The change in presentation currency resulted in the following impact on the November 30, 2020 unaudited interim condensed consolidated statement of financial position:
| Schedule of change in presentation currency | ||||||||||||
| As at November 30, 2020 | ||||||||||||
| Reported at November 30, 2020 in CAD | Presentation currency change | Restated at November 30, 2020 in USD | ||||||||||
| Consolidated statement of financial position | ||||||||||||
| Cash | ( | ) | ||||||||||
| Other current assets | ( | ) | ||||||||||
| Non-current assets | ( | ) | ||||||||||
| Total assets | ( | ) | ||||||||||
| Current liabilities | ( | ) | ( | ) | ||||||||
| Long term debt | ( | ) | ( | ) | ||||||||
| Total liabilities | ( | ) | ( | ) | ||||||||
| Share capital | ( | ) | ||||||||||
| Reserves | ( | ) | ||||||||||
| Accumulated deficit and other comprehensive income | ( | ) | ( | ) | ||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Total shareholders’ equity | ( | ) | ||||||||||
The change in presentation currency resulted in the following impact on the November 30, 2020 unaudited interim condensed consolidated statement of comprehensive loss:
| Schedule of consolidated statement of comprehensive loss | ||||||||||||
| Reported at November 30, 2020 in CAD | Presentation currency change | Restated at November 30, 2020 in USD | ||||||||||
| General and administrative expense | ( | ) | ( | ) | ||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||
| Net loss and comprehensive loss | ( | ) | ( | ) | ||||||||
| Earnings per share – basic and diluted | ( | ) | ( | ) | ||||||||
| 12 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 4. | Change in Presentation Currency (continued) |
The change in presentation currency resulted in the following impact on the November 30, 2020 unaudited interim condensed consolidated statement of cash flows:
| Schedule of consolidated statement of cash flows | ||||||||||||
| Reported at November 30, 2020 in CAD | Presentation currency change | Restated at November 30, 2020 in USD | ||||||||||
| Cash used in operating activities | ( | ) | ( | ) | ||||||||
| Cash used in investing activities | ( | ) | ( | ) | ||||||||
| Cash provided by financing activities | ( | ) | ||||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||||||
| Cash beginning of period | ( | ) | ||||||||||
| Cash end of period | ( | ) | ||||||||||
| 5. | Cash |
As at November 30, 2021, cash totalled $
| 6. | Amounts receivable |
The Company’s amounts receivable arise from two main sources: receivables due from related parties, harmonized services tax (“HST”) and value added tax (“VAT”) receivable from government taxation authorities. These are broken down as follows:
| Schedule of Summary of Receivables | ||||||||
| November 30, 2021 | August 31, 2021 | |||||||
| HST and VAT receivable | $ | $ | ||||||
| Other | ||||||||
| Amounts Receivable | $ | $ | ||||||
Below is an aged analysis of the Company’s amounts receivable:
| Schedule of Aged analysis of Receivables | ||||||||
| November 30, 2021 | August 31, 2021 | |||||||
| Less than 1 month | $ | $ | ||||||
| 1 to 3 months | ||||||||
| Over 3 months | ||||||||
| Total Amounts Receivable | $ | $ | ||||||
At November 30, 2021, the Company anticipates full recovery of these amounts and therefore no impairment has been recorded against these receivables. The credit risk on the receivables has been further discussed in Note 21.
The Company holds no collateral for any receivable amounts outstanding as at November 30, 2021.
| 13 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 7. | Prepaid and other assets |
| Schedule of Prepaid and Other Assets | ||||||||
| November 30, 2021 | August 31, 2021 | |||||||
| Insurance | $ | $ | ||||||
| Listing fees | ||||||||
| Drilling | ||||||||
| Legal retainers and other | ||||||||
| Total Prepaid Expenses | $ | $ | ||||||
| 8. | Inventory |
Inventory consists of stockpiled ore, work in progress and supplies consumed during the course of exploration development and operations. Cost represents the delivered price of the item. The following is a breakdown of items in inventory:
| Schedule of Inventory | ||||||||
| November 30, 2021 | August 31, 2021 | |||||||
| Stockpiled ore | $ | $ | ||||||
| Work in progress | ||||||||
| Supplies | ||||||||
| Total Inventory | $ | $ | ||||||
| 14 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 9. | Mineral property, plant and equipment |
| Schedule of continuity of expenditures on mineral properties | ||||||||||||||||||||
| Construction in progress | Processing plant and related infrastructure | Machinery and equipment | Other | Total | |||||||||||||||
| Cost | ||||||||||||||||||||
| As at September 1, 2020 | $ | $ | $ | $ | $ | |||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||||||||||
| As at August 31, 2021 | $ | $ | $ | $ | $ | |||||||||||||||
| Additions | ||||||||||||||||||||
| Transfer from E&E assets | ||||||||||||||||||||
| As at November 30, 2021 | $ | $ | $ | $ | $ | |||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| As at September 1, 2020 | $ | $ | $ | $ | $ | |||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||||||||||
| As at August 31, 2021 | $ | $ | $ | $ | $ | |||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| As at November 30, 2021 | $ | $ | $ | $ | $ | |||||||||||||||
| Net book value | ||||||||||||||||||||
| As at August 31, 2021 | $ | $ | $ | $ | $ | |||||||||||||||
| As at November 30, 2021 | $ | $ | $ | $ | $ | |||||||||||||||
No depreciation or depletion has been recorded for the Construction in progress assets as they are not ready for use as intended by management.
| 15 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 10. | Exploration and evaluation assets and expenditures |
The Company explores or acquires gold or other precious metal concessions through its own efforts or through the efforts of its subsidiaries. All of the Company’s concessions are located in Tanzania.
The continuity of expenditures on mineral properties is as follows:
| Schedule of continuity of expenditures on mineral properties | ||||
| Buckreef | ||||
| Balance, August 31, 2020 | $ | |||
| Exploration expenditures: | ||||
| Camp, field supplies and travel | ||||
| License fees and exploration and field overhead | ||||
| Geological consulting and field wages | ||||
| Trenching and drilling | ||||
| Mine design | ||||
| Mining and processing costs | ||||
| Change in estimate of asset retirement obligation | ( | ) | ||
| Gold sales | ( | ) | ||
| Payments to STAMICO as per Joint Venture agreement | ||||
| Balance, August 31, 2021 | $ | |||
| Exploration expenditures: | ||||
| Camp, field supplies and travel | ||||
| License fees and exploration and field overhead | ||||
| Geological consulting and field wages | ||||
| Trenching and drilling | ||||
| Mine design | ||||
| Mining and processing costs | ||||
| Gold sales | ( | ) | ||
| Payments to STAMICO as per Joint Venture agreement | ||||
| Balance, November 30, 2021 | $ | 40,563 | ||
| Reclassification to mineral property, plant and equipment | ( | ) | ||
| Balance, November 30, 2021 | $ | |||
Buckreef Gold Project:
At the time of the transition from exploration and evaluation to mineral property, plant and equipment, the Company completed an impairment test as required by IFRS 6. The impairment test compared the carrying amount of the Buckreef Gold Project to its recoverable amount. The recoverable amount is the higher of the value in use and the fair value less costs of disposal. The Company estimated the recoverable amount using the discounted cash flow model as noted above. The significant assumptions that impacted the resulting fair value include future gold prices, capital cost estimates, operating cost estimates, estimated reserves and resources and the discount rate. Upon completion of the impairment tests, the Company concluded that there was no impairment.
| 16 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 11. | Trade, other payables and accrued liabilities |
Trade and other payables of the Company are principally comprised of amounts outstanding for trade purchases relating to exploration activities and payroll liabilities. The usual credit period taken for trade purchases is between 30 to 90 days.
The following is an aged analysis of the trade, other payables and accrued liabilities:
| Schedule of Aged analysis of Trade, Other Payables and Accrued Liabilities | ||||||||
| November 30, 2021 | August 31, 2021 | |||||||
| Less than 1 month | $ | $ | ||||||
| 1 to 3 months | ||||||||
| Over 3 months | ||||||||
| Total Trade, Other Payables and Accrued Liabilities | $ | $ | ||||||
| 12. | Derivative warrant liabilities |
Private Placement Warrants:
During the year ended August 31, 2021, the Company issued warrants for the Company’s common shares pursuant to a financing in December 2020 and February 2021 (Note 15).
No warrants were exercised during the period.
The balance of the derivative warrant liabilities (level 3) is as follows:
| Schedule of derivative warrant liabilities | ||||
August 31, 2021 | ||||
| Balance at August 31, 2020 | $ | |||
| Warrants issued February 11, 2021 (Note 15) | ||||
| Fair value adjustment | ( | ) | ||
| Balance at August 31, 2021 | $ | |||
| Fair value adjustment | ( | ) | ||
| Balance at November 30, 2021 | $ | |||
Derivative warrant liabilities of $
| 17 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 12. | Derivative warrant liabilities (continued) |
Significant assumptions used in determining the fair value of the derivative warrant liabilities are as follows:
| Schedule of assumptions fair value of derivative warrant liabilities | ||||||||
| November 30, 2021 | August 31, 2021 | |||||||
| Share price | $ | |||||||
| Risk-free interest rate | - | - | ||||||
| Dividend yield | ||||||||
| Expected volatility | - | |||||||
| Remaining term (in years) | – | | – | |||||
The fair value is classified as level 3 as expected volatility is determined using historical volatility and is therefore not an observable input.
| 13. | Share capital |
The Company’s Restated Articles of Incorporation authorize the Company to issue an unlimited number of common shares.
| Schedule of Share Capital Activity | ||||||||
| Number of shares | $ | (000’s) | ||||||
| Balance at August 31, 2020 | $ | |||||||
| Issued for cash, net of share issue costs | ||||||||
| Warrants issued | ( | ) | ||||||
| Issued for settlement of convertible debentures | ||||||||
| Issued for settlement of debts related to convertible and gold loans | ||||||||
| Options exercised | ||||||||
| Transfer of reserve on exercise of options | ||||||||
| Balance at August 31, 2021 | $ | |||||||
| Issued for settlement of outstanding fees | ||||||||
| Balance at November 30, 2021 | $ |
Activity during the three-month period ended November 30, 2021:
On September 30, 2021, the Company issued
common shares at a fair value of $
Activity during the year ended August 31, 2021:
On February 11, 2021, the Company completed the
sale of common shares together with warrants to purchase
| 18 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 13. | Share capital (continued) |
On December 23, 2020, the Company completed the
sale of common shares together with warrants to purchase
During the year ended August 31, 2021 $
| 14. | Share based payment reserve |
| Schedule of reserve for share based payments | ||||||||
Period/year ended | November 30, 2021 | August 31, 2021 | ||||||
| Balance at beginning of period/year | $ | $ | ||||||
| Share based compensation – Common shares (Note 17) | ||||||||
| Transfer of reserve on exercise of options | ( | ) | ||||||
| Balance at end of period/year | $ | $ | ||||||
Omnibus Equity Incentive Plan
Effective June 26, 2019, the Company adopted the Omnibus Equity Incentive Plan dated June 26, 2019 (the “Omnibus Plan”), which Omnibus Plan was approved by the shareholders at a meeting held on August 16, 2019.
The purposes of the Omnibus Plan are: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to take into account the long-term corporate performance of the Company.
The Omnibus Plan provides for the grant of options, restricted share units, deferred share units and performance share units (collectively, the “Omnibus Plan Awards”), all of which are described in detail in the Form 20-F Annual Report for the year ended August 31, 2021.
The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan.
Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation.
As at November 30, 2021, the Company had (August 31, 2021 – ) options available for issuance under the Omnibus Plan.
| 19 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 14. | Share based payment reserve (continued) |
The continuity of outstanding stock options for the three-month period ended November 30, 2021 and year ended August 31, 2021 is as follows:
| Schedule of continuity of outstanding stock options | ||||||
| Number of stock options | Weighted average exercise price per share | |||||
| Balance – August 31, 2020 | CAD $ | |||||
| Options exercised | ( | ) | CAD $ | |||
| Balance – August 31, 2021 and November 30, 2021 | CAD $ | |||||
Options to purchase common shares carry exercise prices and terms to maturity as follows:
| Schedule of Options to purchase common shares carry exercise prices and terms to maturity | ||||||||||||||
| Remaining | ||||||||||||||
| Exercise price (1) | Number of options | Expiry | contractual | |||||||||||
| Outstanding $ | Outstanding | Exercisable | Date | life (years) (1) | ||||||||||
| CAD $ | ||||||||||||||
| CAD $ | ||||||||||||||
| CAD $ | ||||||||||||||
| CAD $ | ||||||||||||||
| (1) |
| 15. | Warrants reserve |
Warrant issuances:
Activity during the three-month period ended November 30, 2021:
There were no warrant issuances during the three-month period ended November 30, 2021.
Activity during the year ended August 31, 2021:
During the
year ended August 31, 2021, the Company issued
The 2,777,268 three-year warrants were ascribed
a fair value of $
The 16,461,539 five-year warrants were ascribed
a fair value of $
The
| 20 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 15. | Warrants reserve (continued) |
Warrants outstanding:
The continuity of outstanding warrants for the three months ended November 30, 2021 and year ended August 31, 2021 is as follows:
| Schedule of Reserve for warrants | ||||||||
| Number of stock options | Weighted average exercise price per share | |||||||
| Balance – August 31, 2020 | ||||||||
| Warrants issued | ||||||||
| Balance – August 31, 2021 | ||||||||
| Warrants expired | ( | ) | ||||||
| Balance – November 30, 2021 | ||||||||
At November 30, 2021, the following warrants and compensation warrants were outstanding:
| Schedule of warrants and compensation warrants | ||||||||||
| Number of Warrants | Exercise price | Expiry date | ||||||||
| Convertible debenture warrants - July 27, 2020 | $ | |||||||||
| Private placement financing warrants - December 23, 2020 | $ | |||||||||
| Private placement financing warrants - February 11, 2021 | $ | |||||||||
| Private placement financing broker warrants - February 11, 2021 | $ | |||||||||
| Balance, November 30, 2021 | - | - | ||||||||
The outstanding warrants have a weighted average exercise price of $ and weighted average remaining contractual life of years.
| 21 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 16. | Non-controlling interest |
The changes to the non-controlling interest for the three-month period ended November 30, 2021 and year ended August 31, 2021 are as follows:
| Schedule of Changes to the non-controlling interest | ||||||||
Year ended | November 30, 2021 | August 31, 2021 | ||||||
| Balance at beginning of period/year | $ | ( | ) | $ | ( | ) | ||
| Non-controlling interest’s 45% share of Buckreef Gold’s comprehensive loss | ( | ) | ( | ) | ||||
| Balance at end of period/year | $ | ( | ) | $ | ( | ) | ||
The following is summarized financial information for Buckreef Gold:
| Schedule of summarized financial information | ||||||||
November 30, 2021 | August 31, 2021 | |||||||
| Current assets | $ | $ | ||||||
| Long term assets | ||||||||
| Current liabilities | ( | ) | ( | ) | ||||
| Asset retirement obligation | ( | ) | ( | ) | ||||
| Advances from parent | ( | ) | ( | ) | ||||
| Comprehensive loss for the period/year | $ | ( | ) | $ | ( | ) | ||
| 17. | Related party transactions |
Related parties include the Board of Directors and officers, extended relatives and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.
Remuneration of Directors and key management personnel of the Company was as follows:
| Schedule of Related Parties Compensation | ||||||||
| Three months ended November 30, | 2021 | 2020 | ||||||
| Remuneration 1 | $ | $ | ||||||
| Share based payments | ||||||||
| Total | $ | $ | ||||||
| (1) |
As of November 30, 2021, included in trade and
other payables is $
During the year ended August 31, 2021, the Company granted common shares upon hiring key management personnel in the aggregate of:
| a) | million common shares having a fair market value of $ |
| b) | Common shares on the first, second and third anniversary dates of the greater of up to million, million and million common shares; or common shares having a fair market value of to $ million, $ million and $ million provided that 80% of such issuance shall be guaranteed and 20% shall be subject to certain financial milestones to be determined by the Board of Directors respectively. |
| 22 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 17. | Related party transactions (continued) |
The common shares had a value of $ million at grant date that is amortized over the service period. $ million was recognized during the three-month period ended November 30, 2021 (2020 - $nil).
| 18. | General and administrative expense |
| Schedule of General and Administrative expense | ||||||||
| Three months ended November 30, | 2021 | 2020 | ||||||
| Depreciation (Note 9) | $ | $ | ||||||
| Directors’ fees | ||||||||
| Office and general | ||||||||
| Shareholder information | ||||||||
| Professional fees | ||||||||
| Salaries and benefits | ||||||||
| Share based payments | ||||||||
| Travel and accommodation | ||||||||
| Total General and Administrative | $ | $ | ||||||
| 19. | Financial instrument related costs and other |
| Schedule of Financial Instrument Related Costs and Other | ||||||||
| Three months ended November 30, | 2021 | 2020 | ||||||
| Gain on derivative warrant liabilities (Note 12) | $ | $ | ||||||
| Change in fair value of convertible debentures | ( | ) | ||||||
| Accretion on asset retirement obligation | ( | ) | ( | ) | ||||
| Transaction costs on convertible debenture | ( | ) | ||||||
| Withholding tax costs | ( | ) | ||||||
| Total financial instrument related costs and other | $ | $ | ( | ) | ||||
| 20. | Management of Capital |
The Company's objective when managing capital is to obtain adequate levels of funding to support its exploration and development activities, to obtain corporate and administrative functions necessary to support organizational functioning, to obtain sufficient funding to further the identification and development of precious metals deposits, and to develop and construct a low cost open-pit gold mine.
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital to include its shareholders’ equity. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and may raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the three-month period ended November 30, 2021. The Company is not subject to externally imposed capital requirements.
| 23 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 20. | Management of Capital (continued) |
The Company considers its capital to be shareholders’
equity, which is comprised of share capital, reserves, and deficit, which as at November 30, 2021 totaled $
The Company raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily secured through equity capital raised by way of private placements, however, debt and other financing alternatives may be utilized as well. There can be no assurance that the Company will be able to continue raising equity capital in this manner.
The Company invests all capital that is surplus to its immediate operational needs in short term, liquid and highly rated financial instruments, such as cash, and short-term guarantee deposits, all held with major North American financial institutions and North American treasury deposits.
| 21. | Financial Instruments |
Fair Value of Financial Instruments
Cash and derivative warrant liabilities are classified as fair value through profit and loss. Trade and other payables are classified as other financial liabilities, which are measured at amortized cost. Trade and Other Receivables are measured at amortized cost.
The carrying value of the Company’s cash, other receivables, trade and other payables approximate their fair value due to the relatively short-term nature of these instruments.
Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:
| · | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| · | Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly; and |
| · | Level 3 – Inputs for assets or liabilities that are not based on observable market data. |
As of November 30, 2021 and August 31, 2021, cash is recorded at fair value under level 1 within the fair value hierarchy, and derivative warrant liabilities (Note 12) are classified as level 3.
The following table shows the valuation techniques used in measuring Level 3 fair values for derivative warrant liabilities, as well as the significant unobservable inputs used.
| 24 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 21. | Financial Instruments (continued) |
| Schedule of derivative warrant liabilities and convertible debentures | ||||||
| Type | Valuation Technique | Key Inputs | Inter-relationship between significant inputs and fair value measurement | |||
| Derivative warrant liabilities |
Key observable inputs · Share price (November 30, 2021: $0.41, August 31, 2021: $0.41) · Risk-free interest rate (November 30, 2021: 0.42% to 1.01%, August 31, 2021: 0.19% to 0.67%) · Dividend yield (November 30, 2021: 0%, August 31, 2021: 0%)
Key unobservable inputs · Expected volatility (November 30, 2021: 60%, August 31, 2021: 60% to 70%) |
The estimated fair value would increase (decrease) if: · The share price was higher (lower) · The risk-free interest rate was higher (lower) · The dividend yield was lower (higher) · The expected volatility factor was higher (lower) · The credit spread was lower (higher) | ||||
| Convertible debentures |
Key observable inputs* · Share price (August 31, 2021: $0.623 to $0.828) · Risk-free interest rate (August 31, 2021: 0.10% to 0.16%) · Dividend yield (August 31, 2021: 0%)
Key unobservable inputs* · Discount for lack of marketability (DLOM) (August 31, 2021: 5%-15%) |
The estimated fair value would increase (decrease) if: · The share price was higher (lower) · The risk-free interest rate was higher (lower) · The dividend yield was lower (higher) · The discount for lack of marketability was lower (higher) |
*The range provided for the year ended August 31, 2021 refers to the range used for each assumption for the fair value at the date of the conversions during the period as the balance is $nil at year end.
Sensitivity Analysis
For the fair values of derivative warrant liabilities, reasonably possible changes to expected volatility, the significant unobservable input, holding other inputs constant would have the following effects:
| Schedule of significant unobservable input | ||||||||
| Derivative Warrant Liabilities | November 30, 2021 | |||||||
| Comprehensive Loss | Increase | Decrease | ||||||
| Expected volatility (20% movement vs. the model input) | $ | ( | ) | $ | ||||
A summary of the Company’s risk exposures as they relate to financial instruments are reflected below:
Credit Risk
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on the cash balances at the bank and accounts and other receivables and the carrying value of those accounts represent the Company’s maximum exposure to credit risk. The amounts receivable consists primarily of amounts due from government taxation authorities. The Company has not recorded an impairment or allowance for credit risk as at November 30, 2021, or August 31, 2021.
| 25 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 21. | Financial Instruments (continued) |
Liquidity Risk
The Company’s approach to managing liquidity
risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at November 30, 2021, the Company had cash
of $
Foreign Currency Risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company has offices in Canada, USA, and Tanzania, but holds cash mainly in Canadian and United States currencies. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar and Tanzanian shillings could have an effect on the Company’s results of operations, financial position, or cash flows. At November 30, 2021, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions of the Company are denominated in US and Tanzanian Shilling currencies, movements in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.
| 22. | Segmented information |
Operating Segments
At November 30, 2021 the Company’s operations comprise of a single reporting operating segment engaged in mineral exploration and development in Tanzania. The Company’s corporate division only earns interest revenue that is considered incidental to the activities of the Company and therefore does not meet the definition of an operating segment as defined in IFRS 8 ‘Operating Segments’. As the operations comprise a single reporting segment, amounts disclosed in the interim condensed consolidated financial statements also represent operating segment amounts.
An operating segment is defined as a component of the Company:
| · | that engages in business activities from which it may earn revenues and incur expenses; |
| · | whose operating results are reviewed regularly by the entity’s chief operating decision maker; and |
| · | for which discrete financial information is available. |
| 26 |
Tanzanian Gold Corporation |
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
| For the Three-month Periods Ended November 30, 2021 and 2020 |
(Expressed in Thousands of US dollars, except for share and per share amounts) |
| 22. | Segmented information (continued) |
Geographic Segments
The Company is in the business of mineral exploration and production in the country of Tanzania. Information concerning the Company’s geographic locations is as follows:
| Schedule of operating segments | ||||||||
As at November 30, 2021 | As at August 31, 2021 | |||||||
| Identifiable assets | ||||||||
| Canada | $ | $ | ||||||
| Tanzania | ||||||||
| $ | $ | |||||||
| Non-current assets | ||||||||
| Canada | $ | $ | ||||||
| Tanzania | ||||||||
| $ | $ | |||||||
| 23. | Commitments and Contingencies |
Commitments:
In order to maintain existing site mining and exploration licenses, the Company is required to pay annual license fees. As at November 30, 2021 and August 31, 2021 these licenses remained in good standing and the Company is up to date on license payments.
Contingencies:
The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, the commitment table does not include any provisions for the settlement of outstanding litigation and potential claims.
| 24. | Non-cash items |
| Schedule of Non-cash items | ||||||||
| Three months ended November 30, | 2021 | 2020 | ||||||
| Depreciation | $ | $ | ||||||
| Gain on derivative warrant liabilities | ( | ) | ( | ) | ||||
| Change in fair value of convertible debentures | ||||||||
| Share based payments | ||||||||
| Accretion on asset retirement obligation | ||||||||
| Foreign exchange | ||||||||
| Forgiveness of interest | ( | ) | ||||||
| Total Non-cash items | $ | $ | ||||||
27
Exhibit 99.2
TANZANIAN GOLD CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three-month period ended November 30th, 2021
| 1 |
| Management’s Discussion and Analysis November 30, 2021 |
The following Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations for Tanzanian Gold Corporation (“TanGold” or the “Company”) should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three months ended November 30, 2021 and 2020, as well as the Company’s audited consolidated financial statements and MD&A for the year ended August 31, 2021 included in the Company's Annual Report on Form 20-F for the year ended August 31, 2021. The financial statements and related notes of TanGold have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Additional information, including our press releases, has been filed electronically on SEDAR and is available online under the Company’s profile at www.sedar.com and on our website at www.tangoldcorp.com.
This MD&A reports our activities through January 13, 2022 unless otherwise indicated. References to the 1st quarter of 2022 or Q1 2022, and the 1st quarter of 2021 mean the three months ended November 30, 2021 and 2020, respectively. Unless otherwise noted, all references to currency in this MD&A refer to US dollars.
Mr. Andrew Mark Cheatle, P.Geo., MBA, ARSM, is the Company’s in-house Qualified Person under National Instrument 43-101 “Standards of Disclosure for Mineral Projects” (“NI 43-101”) and has reviewed and approved the scientific and technical information in this MD&A. Mr. Cheatle is an Officer, Chief Operating Officer and Director of TanGold and a Director of the Company’s subsidiaries, including the Buckreef Gold Company Limited (“Buckreef Gold”) and Tanzanian American International Development 2000 Limited (“Tanzam2000”). Therefore, he is not considered to be independent under NI 43-101. Mr. Cheatle has over 30 years of relevant industry experience, a Master of Business Administration (MBA) from Capella University, USA (2005), and an Honours Degree in Geology from the Royal School of Mines, Imperial College, London, UK (1985). He is a registered professional geoscientist with Professional Geoscientists of Ontario, Canada (Reg. No. 0166).
Disclosure and Cautionary Statement Regarding Forward Looking Information
This MD&A contains certain forward-looking statements and forward-looking information, including without limitation statements about TanGold’s future production capabilities. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Although TanGold believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. The actual achievements of TanGold or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors. These risks, uncertainties and factors include general business, legal, economic, competitive, political, regulatory and social uncertainties; actual results of exploration activities and economic evaluations; fluctuations in currency exchange rates; changes in costs; future prices of gold and other minerals; mining method, production profile and mine plan; delays in exploration, development and construction activities; changes in government legislation and regulation; the ability to obtain financing on acceptable terms and in a timely manner or at all; contests over title to properties; employee relations and shortages of skilled personnel and contractors; the speculative nature of, and the risks involved in, the exploration, development and mining business.
Certain information presented in this MD&A may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on numerous assumptions, and involve known and unknown risks, uncertainties, and other factors, including risks inherent in mineral exploration and development, which may cause the actual results, performance, or achievements of the Company to be materially different from any projected future results, performance, or achievements expressed or implied by such forward-looking statements. Investors are referred to our description of the risk factors affecting the Company, as contained in our SEC filings, including our Annual Report on Form 20-F and Report of Foreign Private Issuer on Form 6-K, as amended, for more information concerning these risks, uncertainties, and other factors.
| 2 |
| Management’s Discussion and Analysis November 30, 2021 |
Tanzanian Gold Corporation
TanGold along with its joint venture partner, State Mining Corporation (“STAMICO”) is advancing a significant gold project at Buckreef in Tanzania. Buckreef is anchored by an expanded Mineral Resource published in May 2020. Measured Mineral Resource is 19.98 million tonnes (“MT”) at 1.99 grams per tonne (“g/t”) gold (“Au”) containing 1,281,161 ounces (“oz”) of gold and Indicated Mineral Resource is 15.89 MT at 1.48 g/t gold containing 755,119 ounces of gold for a combined tonnage of 35.88 MT at 1.77 g/t gold containing 2,036,280 oz of gold. The Buckreef Gold Project also contains an Inferred Mineral Resource of 17.8 MT at 1.11g/t gold for contained gold of 635,540 oz of gold. The Company is actively investigating and assessing multiple exploration targets on its property. Please refer to the Company’s Updated Mineral Resources Estimate for Buckreef Gold Project, dated May 15, 2020 and filed under the Company’s profile on SEDAR on June 23, 2020 (the “Technical Report”), for more information. Buckreef is being advanced in a value accretive sustainable manner through:
Expanding Production Profile: A 360 tonne per day (“tpd”) processing plant is being expanded to 1,000+ tpd, enabling a near term production profile of 15,000 - 20,000 oz of gold per year. Positive operating cash flow will be utilized for value enhancing activities, including exploration and Sulphide Project Development.
Exploration: Continuing with a drilling program with the goal of expanding resources, discovering new resources and converting resources to reserves, by: (i) step-out drilling in the northeast extension of Buckreef Main; (ii) infill drilling to upgrade Mineral Resources currently in the Inferred category in Buckreef Main; (iii) infill drilling program of Buckreef West; (iv) develop exploration program for the newly discovered Anfield Zone; (v) upgrade historical mineral resources at Bingwa and Tembo; (vi) identification of new prospects at Buckreef Gold Project, and in the East African region.
Sulphide Development Project: Unlocking the value of the Sulphide Project in which the ‘sulphide ore’ encompasses approximately 90% of the Resources. It is the goal of the Company to substantially exceed all metrics as outlined in the Technical Report, including annual production and strip ratio.
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| Management’s Discussion and Analysis November 30, 2021 |
Q1 Accomplishments & Outlook
The Company continued its successful execution towards a sustainable business plan in which cash flow from operations funds value creating activities, including exploration and sulphide project development. The key highlights from Q1 2022 include:
| · | Successfully completed construction and substantial commissioning of the expanded 360 tpd processing plant. Buckreef Gold was operating cash flow positive for the first time in December 2021. The Company continues to expect the 360 tpd throughput to increase production to 750-800 oz of gold per month1 at a total average Cash Cost2 of US$725-825/oz once steady state processing has been achieved in fiscal Q2/Q3 2022. The larger 1,000+ tpd processing plant is expected to be completed in calendar Q2/Q3 2022 and is forecast to produce 15,000 – 20,000 oz of gold per year. |
| · | Exploration drilling has recommenced at Buckreef Gold and will be an increasing area of focus and expanded throughout fiscal 2022. To date a total of six exploration holes (1,716 meters) have been completed, including three holes (758 meters) in the northeast extension of the Buckreef Main Zone. These holes are following up on the northern-most intersection of 50.0 meters at 1.8 g/t in hole BMRCD308. TanGold believes that the property and immediate surrounding area is highly prospective for economic gold mineralization. Within the last six months the Anfield Zone was discovered. The Anfield Zone lies ‘on-trend’ between a historical mineral resource (the Eastern Porphyry) and an adjacent mining facility with nearly 3 kilometers (“km”) of untested shear zone located 500 meters to the east of the Buckreef Main Zone. High grade fresh rock samples were retrieved from an artisanal mine shaft. Geological assessment of the property and adjacent leases continues and will pick up pace throughout fiscal 2022. |
| · | Following up on positive metallurgical results from the oxide operations (top of Buckreef Main Zone deposit) and the preliminary metallurgical testing for the sulphide portion of Buckreef Main Zone deposit (three bottom of pit samples), metallurgical testing for sulphide project development has moved to variability testing of the first 5-7 years of production and will continue into 2022 including tailing characteristics for dry stack tailings. Geotechnical and groundwater work will continue on identified areas (i.e. plant, tailings, waste rock storage facility). To date, a total of 19 holes (2,367 meters) have been completed for the metallurgical program. These metallurgical sample holes have been logged and are in preparation for shipment for metallurgical testing in Q2 2022. |
Processing and Mining
| · | Buckreef Gold reported zero lost time incidents, two medical treatment incidents and had no COVID-19 related cases at site in Q1 2022. For the calendar year ended December 31st, 2021, including contractors, Buckreef Gold recorded a safety incident frequency rate of 4.9 (per million hours). Exclusive of contractors, Buckreef Gold recorded a safety incident frequency rate of 0 (per million hours). |
| · | Q1 2022 reflected an important transition for Buckreef Gold, moving from a test plant to commissioning of Phase 1 of the 1,000+ tpd processing plant. Buckreef Gold successfully completed construction and substantial commissioning of the 360 tpd processing plant expansion. The expanded processing plant construction was completed in line with the scheduled completion date of September/October 2021 at a capital cost of US$1.6 million, within guidance. In-house construction was completed by the Buckreef Gold and TanGold teams in conjunction with key consultants/contractors, including: (i) Ausenco; (ii) Solo Resources; and (iii) CSI Energy Group. |
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| Management’s Discussion and Analysis November 30, 2021 |
| · | Buckreef Gold continued to operate the 120 tpd processing plant for the first two months of Q1 2022. Following successful commissioning of the first 360 tpd processing plant and associated processing circuit by October 31st, 2021, the existing 120 tpd processing plant was integrated into the new circuit as a ‘regrind mill’. Run-of-mine (“ROM”) mill feed commenced on November 6th, 2021 and management continues to ramp up throughput and improve efficiencies. The processing plant throughput continued to increase through the ramp-up and commissioning period, predominantly with lower grade ore, which is normal in the commissioning of any processing plant. Buckreef Gold produced 589 oz for Q1 2022. |
| · | This upward trajectory continued into December 2021, with 533 oz of gold produced, of which 494 oz was sold. The rapid advance of production has resulted in Buckreef Gold becoming operating cash flow positive in December - the first month in Buckreef Gold’s history. The 360 tpd processing plant achieved the following in December 2021: (i) average throughput of 251 tpd; (ii) plant availability of 86.5%; (iii) average recovery rate of 85.6% with consistent tailings grade, regardless of head grade; (iv) average retention times of 26.3 hours; and (v) average grindability of 86.5% passing 75µ (microns). It is important to note that in the commissioning and ramp-up phase of the 360 tpd processing plant the Company utilized low grade ore, including in the December period. The processing plant’s positive trajectory is expected to continue throughout Q2 2022. |
| · | Buckreef Gold has continued to focus on optimizing all key operating metrics for the 360 tpd processing plant. As such, Buckreef Gold has implemented the following upgrades to the 360 tpd processing plant: (i) installation of an eighth CIL tank (target completion - January 2022); (ii) installation of 1 megawatt genset (already installed); and (iii) early expansion the elution circuit (target completion – January 2022), which will also be utilized in the 1,000+ tpd processing facility. These improvements will allow Buckreef Gold to achieve higher: (i) retention times; (ii) plant availability; (iii) throughput rates; and (iv) recovery rates. With these improvements, Buckreef Gold anticipates achieving nameplate capacity of 360 tpd, target 28 hour retention times and higher recovery rates in fiscal Q2 2022. |
| · | Total ore mined in Q1 2022 increased to 116 thousand tonnes (“kt”) from 9 kt in Q4 2021 and the strip ratio in Q1 2022 was 3.1 (ore:waste tonnes). The increase is the result of recommencement of mining activities in Q1 2022 with the hiring of a Tanzanian mining contractor (FEMA) on a two-year contract. Increased mining continued into December until the holiday break period. The ROM pad stockpile balance as of December 31st, 2021 was 3,526 oz of gold with an average grade of 2.0 g/t, which includes 2,001 oz of gold grading 3.7 g/t. The increased stockpile balance provides support for the Company to meet its production guidance in the upcoming quarters. |
| · | In Q1 2022, through FEMA, Buckreef Gold successfully and safely completed the first two blasts in the Buckreef Main Zone. These blasts were in high grade areas where transitional ore reached near surface enabling access to high grade ore blocks. |
| · | Geotechnical and ground water studies related to the oxide material tailings storage facility (“TSF”) successfully concluded and a permit to construct the TSF was granted by the Mining Commission of Tanzania in Q1 2022. Excavations for the TSF continued through the latter part of the Q1 2022 and into Q2 2022. The oxide material TSF is scheduled to be operational in Q2 2022. |
| · | During Q1 2022 Buckreef Gold continued to advance plans for construction of a 1,000+ tpd operation while
simultaneously operating the 360 tpd operation. Buckreef Gold has procured two additional 360 tpd ball mills (from the same manufacturer), which have arrived at the port in Dar es Salaam and are expected to be transported to site in January 2022. |
| · | Other long-lead orders, such as ‘off the shelf’ crusher and cyclones will be placed in January 2022. Geotechnical work for the expanded 1,000+ tpd processing plant has been completed and earthworks have commenced. Ausenco has been retained as TanGold’s owner engineer and the process circuit will be primarily locally sourced and constructed by the same local teams in a manner substantially similar to the 360 tpd processing plant expansion. |
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| Management’s Discussion and Analysis November 30, 2021 |
| · | The targeted completion date of the 1,000+ tpd processing plant of calendar Q2/Q3 2022 remains unchanged and the larger processing plant is expected to produce 15,000 – 20,000 oz of gold per year based on the initial mine plan and grade profile, which was developed in conjunction with SGS Canada Inc. (“SGSC”). This initial mine plan incorporates approximately 10% of the resources in the Buckreef Main Zone. The Company continues to budget capital expenditures for the expanded 1,000+ tpd processing plant of approximately US$4.0 million. |
Exploration
| · | Exploration has recommenced at Buckreef Gold with STAMICO being retained for diamond drilling services for a 10,000 meter program, for both exploration and metallurgical drilling. |
| · | To date a total of six exploration holes (1,716 meters) have been completed, including three holes (758 meters) in the northeast extension of the Buckreef Main Zone. These holes are following up on the northern most intersection of 50.0 meters at 1.8 g/t in hole BMRCD308. The above samples are currently being prepared for assay at local accredited laboratories. |
| · | Exploration will be of increasing focus and expanded throughout fiscal 2022 in line with the ramp-up of production. The initial focus will be on: (i) extension of the Buckreef Main Zone in the northeast; (ii) initial exploration in the Anfield Zone; and (iii) infill drilling in Buckreef West and Buckreef Main Zones. |
| · | As mentioned previously, TanGold believes the property and immediate surrounding area to be highly prospective for economic gold mineralization. Within the last six months the Anfield Zone was discovered. The Anfield Zone lies ‘on-trend’ between a historical mineral resource (the Eastern Porphyry) and an adjacent mining facility with nearly 3km of untested shear zone located 500 meters to the east of the Buckreef Main Zone. High grade fresh rock samples were retrieved from an artisanal mine shaft. Geological assessment of the property and adjacent leases continues and will pick up pace throughout 2022. |
Sulphide Development Project
| · | The Sulphide Development Project, in which the ‘sulphide ore’ encompasses approximately 90% of the Buckreef Main Zone’s 2.0 MT Measured and Indicated resources, is a key value driver for the Company. Unlocking this value is an important objective of the Company, the Sulphide Development Project will evaluate the options for a high return large scale project to pre-feasibility (“PFS”) or feasibility study (“FS”) level work. It is the goal of the Company to substantially exceed all metrics as outlined in the Technical Report, including annual production and strip ratio. We continue to work with our principal consultants on the Sulphide Development Project, including re-visiting the Technical Report mine plan in calendar Q2/Q3 2022. |
| · | In 2021 the Company identified, with Ausenco, the overarching mine infrastructure layout (plant, tailing storage facility, waste rock dump and camp). Following this work, the Company will now advance each area with geotechnical and ground water studies, along with site wide water balances. |
| · | Geotechnical characterization of the 2 km long open pit will also commence in 2022. To this end, in Q1, the company has made arrangements with its consultants SGSC. and Terrane Geoscience to commence site work during calendar Q2/Q3 2022 (COVID-19 permitting). |
| · | The Technical Report mine plan is scheduled to be re-visited during Q2/Q3 2022. |
| · | One of the longest lead items for the Sulphide Development Project, is the variability metallurgical study
for the first 5-7 years of potential production of the Sulphide Development Project. To date, a total 19 metallurgical holes (2.367 meters) have been completed along the entire strike of the Buckreef Main deposit and the holes have been logged and are in preparation for shipment for metallurgical testing. |
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| Management’s Discussion and Analysis November 30, 2021 |
| · | Exploration drilling will also focus on infill drilling Inferred Mineral Resources, which if successful, has the potential to increase tonnes to the Indicated Mineral Resource category and add, if economic, to the Mineral Reserves. |
Environmental, Social and Corporate Governance (“ESG”)
| · | The Company is committed to working to the highest ESG standards and has initiated several programs, whilst developing a broader framework and policies. There were also no reportable environmental or community related incidents during the first quarter. Buckreef Gold continues to expand its CSR / ESG program, successfully partnering with the District and Regional Commissioners on school, water and health projects. |
| · | Buckreef Gold continues to work with the Geita District Council and local Wards to collaboratively identify key programs that focus on short to long term educational needs, which in turn is aligned with Buckreef Gold’s local hiring practices and includes Science, Technology, Engineering and Mathematics (“STEM”) and gender goals. A Memorandum of Understanding will be signed in calendar Q2 2022, and the Company will continue to focus on local hires at Buckreef Gold and with associated contractors. |
| · | Buckreef Gold’s operations: (i) are connected to the Tanzanian national electricity grid and utilizes grid power which is sourced from hydroelectric facilities in Tanzania; (ii) recycles all water used in its operations; (iii) do not discharge water from its operations; (iv) workforce are 100% Tanzanian citizens; (v) development and building activities are focused on maximizing local content; (vi) exhibit a ‘100 mile diet’ by procuring all food locally; and (vii) sulphide development is expected to utilize dry stack tailings. |
| · | The Company supports local procurement in all activities by first sourcing within the immediate wards, then out to district, region and nation. Only those items or services not available within country are purchased externally from Tanzania, first prioritizing East Africa, Africa then globally. |
Other
| · | During 2021, TanGold through Buckreef Gold hired a surveying consultant (Property Matrix Company Limited) to commence the land compensation process required under Tanzanian mining law. The land compensation process has been fully accrued in the Company’s financial statements and as of January 13, 2022, approximately 96% of project affect persons have been paid representing 94% of the overall dollar amount. It is expected that the remaining 4% of project affected persons will be compensated by the end of Q2 2022. |
| · | On November 30, 2021, Buckreef Gold entered into a Gold Purchase and Sale Agreement with Auramet International LLC (“Auramet”) through which Buckreef Gold will, at its discretion, sell up to 100% of the gold produced from Buckreef Gold to Auramet at market rates, for a period of one year, with an option to extend for success periods. In 2021, gold produced from the 120 tpd test plant had been sold locally whereby the Purchase and Sale Agreement with Auramet will accommodate sale of the larger expected gold output from the 1,000+ tpd processing plant. Auramet is a global physical metals merchant providing a full range of services including metal merchant, merchant banking, structured finance and advisory services. |
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| Management’s Discussion and Analysis November 30, 2021 |
Financing
| · | As at November 30, 2021, the Company had cash of $7.9 million and net working capital of $4.2 million. After adjusting for $1.9 million in derivative liabilities, working capital on an adjusted basis is $6.1 million. |
| · | December 2021 record production and sales (533 oz and 494 oz, respectively) has resulted in Buckreef Gold being operating cash flow positive in December, the first month in Company history. This positive trajectory is expected to continue throughout Q2 2022. |
| · | As the Company advances and the production profile expands, management continually evaluates its liquidity requirements and available sources of financing including but not limited to: (i) cash flow from operations; (ii) corporate debt; (iii) project specific debt; (iv) off-take financing; and (v) equity financing. The Company will be prudent in how it capitalizes the Company over the short, medium and long-term with shareholder value being an overarching consideration. |
| · | Subsequent to Q1 2022, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Under the terms of the purchase agreement, TanGold, in its sole discretion, will have the right from time to time over a 36-month period to sell up to $10 million of its shares to Lincoln Park, subject to certain conditions. TanGold will control the timing and amount of any sales to Lincoln Park, and Lincoln Park is obligated to make purchases in accordance with the purchase agreement. Any common shares that is sold to Lincoln Park will occur at a purchase price that is based on prevailing market prices at the time of each sale and with no upper limits to the price Lincoln Park may pay to purchase common shares. |
Importantly, Lincoln Park has also agreed not to cause or engage in any direct or indirect short selling or hedging of the Company’s common shares. No warrants are being issued in this transaction, and there are no limitations on our use of proceeds from sales to Lincoln Park under the purchase agreement. Furthermore, the purchase agreement does not contain any rights of first refusal, participation rights, penalties or liquidated damages provisions in favor of any party. The agreement may be terminated by TanGold at any time, in its sole discretion, without any additional cost or penalty.
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| Management’s Discussion and Analysis November 30, 2021 |
Operational
The Buckreef Gold Project
The Company is focused on the Buckreef Gold Project located in the Geita District of the Geita Region south of Lake Victoria, approximately 110 km southwest of the City of Mwanza, Tanzania (Figure 1). The Buckreef Project area can be accessed by ferry across Smiths Sound, via a paved national road and, thereafter, via well maintained unpaved regional roads. The Buckreef Gold Project now comprises five prospects, namely Buckreef, Bingwa, Tembo, Eastern Porphyry and Anfield. The Buckreef Gold Project itself encompasses three main mineralized zones: Buckreef South, Buckreef Main and Buckreef North. The Buckreef Gold Project is fully licensed for mining and the extraction of gold.
The Buckreef Gold Project Mineral Resources as of November 30, 2021 currently are as follows:
| Measured | Indicated | Inferred | Total (Measured + Indicated) | |||||||||||||||||||||||||||||||||||||||||||||
| Tonnes | Grade | Au | Tonnes | Grade | Au | Tonnes | Grade | Au | Tonnes | Grade | Au | |||||||||||||||||||||||||||||||||||||
| Area | MT | g/t | Oz | MT | g/t | Oz | MT | g/t | Oz | MT | g/t | Oz | ||||||||||||||||||||||||||||||||||||
| Buckreef | 19.98 | 1.99 | 1,281,160 | 15.89 | 1.48 | 755,120 | 17.82 | 1.11 | 635,540 | 35.88 | 1.77 | 2,036,280 | ||||||||||||||||||||||||||||||||||||
| Eastern Porphyry | 0.09 | 1.20 | 3,366 | 1.02 | 1.17 | 38,339 | 1.24 | 1.39 | 55,380 | 1.10 | 1.18 | 41,705 | ||||||||||||||||||||||||||||||||||||
| Tembo | 0.02 | 0.99 | 531 | 0.19 | 1.77 | 10,518 | 0.27 | 1.92 | 16,461 | 0.20 | 1.70 | 11,048 | ||||||||||||||||||||||||||||||||||||
| Bingwa | 0.90 | 2.84 | 82,145 | 0.49 | 1.48 | 23,331 | 0.22 | 1.49 | 10,541 | 1.39 | 2.36 | 105,477 | ||||||||||||||||||||||||||||||||||||
| Total | 20.99 | 2.03 | 1,367,202 | 17.59 | 1.46 | 827,308 | 19.55 | 1.14 | 717,922 | 38.57 | 1.77 | 2,194,510 | ||||||||||||||||||||||||||||||||||||
Note: Main Zone at 0.4g/t cut-off, and Eastern Porphyry, Bingwa and Tembo at 0.5 g/t cut-off
Mineral Resources inclusive of Mineral Reserves
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability
All resources below 540mRL classified as inferred
Estimates over variable widths of 2 to 40m
Bulk Density ranges 2.0g/cm3 to 2.8g/cm3
55% attributable to the Company
Effective Date: May 15, 2020
Mineral Reserves remained as of the Technical Report and the Company is undertaking a Sulphide Development Study (updating the 2020 Mineral Resources in the process) to update the Mineral Reserves.
| Tonnes | Grade | In Situ Gold Content | ||||||||||||||
| Buckreef Reserves | (Mt) | Au (g/t) | Kg | oz | ||||||||||||
| Proven-Stockpile | 119,726 | 1.86 | 223 | 7,160 | ||||||||||||
| Proven | 9,352,183 | 1.72 | 16,092 | 517,358 | ||||||||||||
| Probable | 9,730,764 | 1.36 | 13,265 | 426,492 | ||||||||||||
| Mineral Reserves | 19,202,673 | 1.54 | 29,580 | 951,010 | ||||||||||||
| 1) | Mineral reserves is inclusive of Mineral Reserve shapes, mining recovery, mining dilution and open pit preproduction development costs. Mineral Reserve estimates includes dilution. |
| 2) | Mineral reserve was estimated using CIM Standards on Mineral Resources and Reserves, Definitions (2004) and disclosed using NI 43-101 standards. |
| 3) | Containted metal may differ due to rounding |
Mineral Resource and Reserve Statements
The Company did not conduct any new work that would warrant material changes in the previously reported Mineral Resource and Mineral Reserve statements during this reporting period.
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| Management’s Discussion and Analysis November 30, 2021 |
Figure 1: Location of Buckreef JV Project Licences on Lake Victoria Greenstone Belt
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| Management’s Discussion and Analysis November 30, 2021 |
Processing Plant and Operations
Q1 2022 reflected an important transition for Buckreef Gold, moving from a test plant to commissioning of Phase 1 of the 1,000+ tpd processing plant. Buckreef Gold continued to operate the 120 tpd processing plant for the first two months of Q1 2022. In doing so, further valuable information and analysis of oxide material characteristics continued to be gathered and resultant improvements to processes were implemented in the design and development of the 360 tpd and 1,000+ tpd mine operations. As previously disclosed in Q4 2021, the test plant was also used to provide data on: (i) retention times; (ii) cyanide and lime consumption; (iii) grind media consumption; (iv) aeration/oxidation; (v) elution; (vi) tailings characteristics, including dry stack tailings options; (vii) grade control; (viii) materials movement; and (ix) reconciliation processes.
Select operating and stockpile information follows below:
Select Operating and Financial Data
| Select Operating Information | Unit | 1 month ended December 31, 20212 | Three months ended November 30, 20212 | Three months ended August 31, 2021 | ||||
| Ore Mined | k tonnes | 16.1 | 28 | 8 | ||||
| Waste Mined | k tonnes | 36.6 | 88 | 2 | ||||
| Total Mined | k tonnes | 52.7 | 116 | 9 | ||||
| Mining Rate | tpd | 1,700 | 1,275 | 1,072 | ||||
| Mining Cost (Variable) | US$/t | $2.58 | $2.84 | $2.96 | ||||
| Test Plant Ore Milled | k tonnes | 7.8 | 8.4 | 5.6 | ||||
| Head Grade | g/t | 2.5 | 2.71 | 2.68 | ||||
| Test/Plant Mill Utilization | % | 86.5 | 80.8 | 92.8 | ||||
| Test Plant Recovery Rate1,2 | % | 86.9 | Achieved 90% gold recovery at 120 tpd test plant | |||||
| Test Plant Milling Cost (Fixed) | US$ ('000s) | $49 | $154 | $160 | ||||
| Test Plant Milling Cost (Variable) | US$/t | $16.29 | $17.56 | $14.97 | ||||
| Test Plant Mill Throughput | tpd | 251 | 93 | 61 | ||||
| Gold Ounces Produced | oz | 533 | 589 | 396 | ||||
| Gold Ounces Sold | oz | 494 | 390 | 443 | ||||
1Grindability of 85% passing 75µ (microns) screen aperture and retention times averaging 33 hours
2Months Sep/Oct the test plant continued operations. Nov/Dec new 360tpd plant comissioned and 'ramping up.'
| ROMPAD Stockpile | Unit | As at December 31, 2021 | As at November 30, 2021 | As at August 31, 2021 | ||||
| k tonnes | 16.7 | 9.1 | 5.9 | |||||
| High Grade Ore | g/t | 3.7 | 3.2 | 2.7 | ||||
| oz | 2,001 | 930 | 504 | |||||
| k tonnes | 20.7 | 17.9 | 8.4 | |||||
| Medium Grade Ore | g/t | 1.7 | 1.7 | 1.3 | ||||
| oz | 1,119 | 991 | 341 | |||||
| k tonnes | 17.2 | 17.2 | 10.2 | |||||
| Low Grade Ore | g/t | 0.7 | 0.7 | 0.8 | ||||
| oz | 406 | 406 | 272 | |||||
| k tonnes | 54.6 | 44 | 24.5 | |||||
| Total | g/t | 2.0 | 1.6 | 1.4 | ||||
| oz | 3,526 | 2,328 | 1,117 |
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| Management’s Discussion and Analysis November 30, 2021 |
Buckreef Gold continued to operate the 120 tpd processing plant for the first two months of Q1 2022. Following successful commissioning of the first 360 tpd processing plant and associated processing circuit, the existing 120 tpd processing plant was integrated into the new circuit as a ‘regrind mill’. Run-of-mine mill feed commenced on November 6th, 2021 and management continues to ramp up throughput and improve efficiencies. The processing plant throughput continued to increase through the ramp-up and commissioning period, predominantly with lower grade ore, which is normal in the commissioning of any processing plant. Buckreef Gold produced 589 ounces for Q1 2022.
This upward trajectory continued into December 2021, with 533 oz of gold produced, of which 494 oz was sold. The rapid advance of production has resulted in Buckreef Gold becoming operating cash flow positive in December - the first month in Buckreef Gold’s history. The 360 tpd processing plant achieved the following in December 2021: (i) average throughput of 251 tpd; (ii) plant availability of 86.5%; (iii) average recovery rate of 85.6% with consistent tailings grade, regardless of head grade; (iv) average retention times of 26.3 hours; and (v) average grindability of 86.5% passing 75µ (microns). It is important to note that in the commissioning and ramp-up phase of the 360 tpd processing plant the Company utilized low grade ore, including in the December period. The processing plant’s positive trajectory is expected to continue throughout Q2 2022.
Buckreef Gold has continued to focus on optimizing all key operating metrics for the 360 tpd processing plant. As such, Buckreef Gold has implemented the following upgrades to the 360 tpd processing plant: (i) installation of an eighth CIL tank (target completion - January 2022); (ii) installation of 1 megawatt genset (already installed); and (iii) early expansion the elution circuit (target completion – January 2022), which will also be utilized in the 1,000+ tpd processing facility. These improvements will allow Buckreef Gold to achieve higher: (i) retention times; (ii) plant availability; (iii) throughput rates; and (iv) recovery rates. With these improvements, Buckreef Gold anticipates achieving nameplate capacity of 360 tpd, target 28 hour retention times and higher recovery rates in fiscal Q2 2022.
Total ore mined in Q1 2022 increased to 116 kt from 9 kt in Q4 2021 and the strip ratio in Q1 2022 was 3.1 (ore:waste tonnes). The increase is the result of recommencement of mining activities in Q1 2022 with the hiring of a Tanzanian mining contractor (“FEMA”) on a two-year contract. Increased mining continued into December until the holiday break period. The run-of-mine pad stockpile balance as of December 31st, 2021 was 3,526 oz of gold with an average grade of 2.0 g/t, which includes 2,001 oz of gold grading 3.7 g/t. The increased stockpile balance provides support for the Company to meet its production guidance in the upcoming quarters.
Mining costs per tonne (variable) of $2.84 in Q1 2022 continued to be relatively consistent as compared to Q4 2021 ($2.96) following the hiring of FEMA on a two-year contract to mine ore, waste and to construct the TSF at Buckreef Gold. Processing costs per tonne (variable) of $17.56 in Q1 2022 reflected an increase relative to Q4 2021 ($14.97) following the ‘first fill’ feeding lower grade ore, chemicals, fuel and reagents into the expanded 360 tpd processing plant, downtime associated with switching the plant from the test plant period to the 360 tph processing plant and impact of the ramp up over the commissioning period. Processing costs per tonne decreased in December 2021 ($16.29) as throughput rates continue to improve as the processing plant ramps up following commissioning.
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| Management’s Discussion and Analysis November 30, 2021 |
The 1,000+ tpd processing plant flowsheet (which incorporates the already constructed 360 tpd operations) is shown in Figure 2
Figure 2: 1,000+ TPD Processing Plant Flowsheet
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| Management’s Discussion and Analysis November 30, 2021 |
Figure 3: Buckreef Gold Mine Oxide Mineral Reserve Starter Pit (View to the Northeast, October 29, 2021) Showing First Blast of Transitional Ore.
Figure 4: Contractor’s Haulage Fleet
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| Management’s Discussion and Analysis November 30, 2021 |
Figure 5a and 5b: Buckreef Gold Expanded 360 TPD Processing Plant Integrated With 120 TPD Processing Plant (November 4, 2021).
Figure 6: Tailing Storage Facility Construction (January 6, 2022)
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| Management’s Discussion and Analysis November 30, 2021 |
Exploration & Mineral Resources
TanGold and Buckreef Gold continues to evaluate the full potential of the Buckreef Gold property and identify opportunities for the discovery of additional mineral resources and their conversion to mineral reserves. Successful exploration will also provide greater production flexibility and growth. To achieve this goal the Company, in conjunction with Buckreef Gold has:
| · | Re-evaluated the Buckreef Main Zone for strike extensions, off-shoot splays, and at depth potential. The deposit is open in all directions (See Figure 7); |
| · | Drilled the Buckreef West target, a splay off the Buckreef Main Zone, with positive drill results, further follow-up drilling will occur in 2022. Buckreef West has the potential to add additional resources to the oxide and sulphide mine plans (see Figure 8); |
| · | In 2021 the Company discovered the Anfield Zone, a parallel structure 500 meters to the east of the Buckreef Main Zone and with evidence of an additional 3 km of shear zone target (See Figure 8). Initial grab sample results have been high-grade, including three samples grading 37.52 g/t, 28.55 g/t and 14.42 g/t respectively; and |
| · | Evaluated and identified numerous other targets at Buckreef Gold, which form part of an exploration pipeline or ‘Exploration Triangle’ at the Buckreef Gold Project. |
Buckreef Main Zone Drilling Results and Interpretation
The Buckreef Main Zone has been re-evaluated and exploration targets to expand the zone have been identified. Results to date evidence a vertically extensive shear zone extending nearly 2 km on strike in a north east (“NE”), south west (“SW”) trend. The deposit is open along strike and at depth.
The significant mineralized intercepts of the Buckreef Main Zone are as shown in the Figure 7. It is evident that the deposit remains open on trend to the NE and SW. As noted, the Company has initiated a drill program, specifically to explore potential mineralization extensions to the NE and SW and to upgrade Inferred Mineral Resources, particularly at the base of the Technical Report pit shell where a ‘saddle’ exists between two deeper pit floors. The Company has retained STAMICO for diamond drilling services for a 10,000 meter program, which will cover:
| · | PQ/HQ size holes for testing metallurgical variability in the top 150 meters of the sulphide deposit; |
| · | Infill drilling on the inferred mineral resource, which if successful will upgrade that resource to the indicated mineral resource category; and |
| · | Exploration of the Main Zone deposit to the NE and SW, and to commence drilling on the recently discovered Anfield Zone. |
The Company anticipates expanding the exploration program in fiscal 2022.
| 16 |
| Management’s Discussion and Analysis November 30, 2021 |
Figure 7: Long section of Buckreef Main Zone (View to the West) Showing 1 Meter Composite Values and Technical Report Pit Outline. The Area of Current Exploration to the NE of the Main Zone is Highlighted
Figure 8: NE Buckreef Main Zone Exploration Target Highlighted and in Relation to the Anfield Zone
| 17 |
| Management’s Discussion and Analysis November 30, 2021 |
Sulphide Development – Preliminary Metallurgical Results and Ongoing Work
Metallurgical studies are scheduled to commence in fiscal Q2 2022. During Q1 2022, the Company identified a number of laboratories to complete this work to undertake the metallurgical variability phase for the Buckreef Gold which will encompass the first 5-7 years of production from the sulphide operation at the Buckreef Gold. This study will build on the prior work of SGS on deeper parts of the mineral resource and data gathered during processing of the oxide, transitional mineral reserve.
SGS Lakefield was retained to complete initial metallurgical test work at their Lakefield, Ontario facility on the sulphide component of the mineral resource, this work was completed in 2021. As part of the initial (2021) study, three diamond core samples taken from the fresh rock (‘sulphide’ mineral resource) of the Buckreef Gold deposit were submitted to SGSL for the study.
The study highlights include:
| · | The following intercepts and gold recoveries have been confirmed in the report: |
| ü | MC01: 0.54 g/t Au over 78.88 meters – 94.1% |
| ü | MC02: 19.4 g/t Au over 27.99 meters – 95.4% |
| ü | MC03: 1.71 g/t Au over 52.53 meters – 85.3% |
| · | A straightforward flowsheet consisting of: |
| ü | Primary grinding to P80 = ~100-150 µm |
| ü | Rougher flotation |
| ü | Regrind of the rougher concentrate to ~15-20 µm (P80) |
| ü | Cyanide leaching of the reground flotation concentrate |
| ü | Cyanide leaching of the flotation tailing |
| · | No refractory association of gold with arsenic sulphide was detected; |
| · | The samples tested did not exhibit any preg-robbing or other refractory characteristics; |
| · | Clean tailings, high probability of mine tailings not being acid generating, confirming the approach of dry stack tailings going forward; and |
| · | Further opportunities to improve gold extraction from MC03 have been identified through diagnostic leach testing. |
| 18 |
| Management’s Discussion and Analysis November 30, 2021 |
In 2020, three diamond drill holes were completed for the purposes of initial, modern era metallurgical test work. Diamond drill hole details are tabulated below:
| Buckreef Main Metallurgy samples | |||||||||||||
| Hole ID | Hole Type | Composite ID | Drill Holes Location | Sample Depth | Width (m) | Grade (g/t) | Recovery % | Comment | |||||
| Easting (m) | Northing (m) | RL (m) | Azimuth | Dip | From (m) | To (m) | |||||||
| BMMT001 | DD | MC01 | 391562.00 | 9658608.00 | 1220.00 | 303 | -72 | 77.50 | 156.80 | 78.88 | 0.54 | 94.1 | Partial to completely altered mineralised shear zone |
| 5% quartz veining | |||||||||||||
| BMMT002 | DD | MC02 | 391320.00 | 9658036.00 | 1223.00 | 307 | -69 | 239.9 | 267.89 | 27.99 | 19.4 | 95.4 | Partial to completely altered mineralised shear zone |
| BMMT003 | DD | MC03 | 391593.00 | 9658358.00 | 1217.00 | 310 | -63 | 222.81 | 275.34 | 52.53 | 1.71 | 85.3 | Partial to completely altered mineralised shear zone |
| with minor graphitic altered fractutured surfaces | |||||||||||||
The sample chain of custody was managed by SGS Tanzania team, as per local sample export regulations. Reported results are from composite diamond drilled core samples. Intervals of core for metallurgical testwork analyzed are full HQ core size. Diamond drilled core has been a HQ size and recoveries are consistently 100% across all drill holes intercept reported.
Sampling and analytical procedures are subject to a comprehensive quality assurance and quality control program. The QAQC program involves insertion of duplicate samples, blanks and certified reference materials in the sample stream. Gold analyses are performed by screened metallics assaying protocols.
Sample Preparation and analysis are performed by independent SGS (Lakefield) Laboratory, Ontario, Canada
Interval represents drilled length in meters, and not true width
The samples were extracted as fresh drill core from areas/zones with known lithologies from within the current project’s open pit limit. The samples were selected by TanGold and confirmed by the SGS geological services group that worked together doing the metallurgical sample selection. The investigation included ore characterization, comminution, mineralogy, head analyses, and potential for gold preg-robbing, and evaluated the amenability of the three samples to two primary processing flowsheet options, that incorporate comminution (crushing and grinding), gravity separation, flotation and cyanidation unit operations.
Metallurgical testing for sulphide project development has moved to variability testing of the first 5-7 years of production and will continue into 2022 including tailing characteristics for dry stack tailings. Geotechnical and groundwater work will continue on identified areas (i.e. plant, tailings, waste rock storage facility). To date, a total of 19 holes (2,367 meters) have been completed for the metallurgical program. These metallurgical sample holes have been logged and are in preparation for shipment for metallurgical testing in Q2 2022. Similar to the initial metallurgical test work the samples will be analyzed for:
| · | Overall gold recoveries; |
| · | Process design to achieve those recoveries (grindability, retention times, straight CIL or flotation/regrind); |
| · | Any pregnant solution robbing or refractory mineralogy; |
| · | Acid Mine Drainage (if any) characteristics; and |
| · | Dry stack tailings characteristics. |
The Company, along with its Owner’s Engineers (Ausenco and Solo Resources) are currently in a procurement process for this work.
| 19 |
| Management’s Discussion and Analysis November 30, 2021 |
Financial Performance
As at November 30, 2021, the Company had cash of $7.9 million (August 31, 2021 - $13.4 million), current assets of $10.1 million (August 31, 2021 - $15.4 million) and current liabilities of $5.9 million (August 31, 2021 - $7.4 million). Current working capital of the Company is $4.2 million (August 31, 2021 - $8.0 million), however, within working capital, current liabilities include $1.9 million (August 31, 2021 - $2.1 million) in derivative liabilities. After adjusting for this non-cash item, adjusted working capital is $6.1 million (August 31, 2021 - $10.1 million).
The decrease in working capital as compared to year-end is mainly due to continued investment in Buckreef Gold as the Company completed construction and commissioning of the 360 tpd processing plant during the quarter. This resulting in cash used in: (i) capitalized expenditures on exploration and evaluation assets and expenditures of $2.2 million and in (ii) operating activities of $3.0 million, partially offset by (i) proceeds from gold sales of $0.5 million. As at November 30, 2021 exploration and evaluation assets and expenditures were $nil compared to $38.6 million as at August 31, 2021, reflecting a transfer from exploration and evaluation assets and expenditures to mineral property, plant and equipment as a result of a construction decision made by the Board of Directors during Q1. Consequently, the Buckreef Gold Project transitioned from an exploration and evaluation asset under IFRS 6 to mineral properties, plant and equipment under IAS 16.
Liquidity and Capital
In the current period, capital was utilized for the ongoing development of Buckreef Gold, and was primarily used to complete the construction and commissioning of the 360 tpd processing plant during Q1 2022. Capital was also utilized to fund exploration related to the 10,000 meter diamond drilling program with STAMICO, capital equipment purchases related to civil works, design and installation related to the 360 tpd processing plant, as well as other general operating expenses. During the period Buckreef Gold continued to utilize contract miners for mining operations. The Company hired FEMA on a two-year contract to mine ore, waste and to construct a TSF at Buckreef. Any remaining cash or liquid assets, when available, are invested in interest bearing highly liquid investments.
Subsequent to Q1 2022, the Company entered into a purchase agreement with Lincoln Park, enabling TanGold the right to sell up to $10 million of its shares to Lincoln Park over a 36-month period at its sole discretion. TanGold will control the timing and amount of any sales to Lincoln Park and Lincoln Park is obligated to make purchases in accordance with the agreement, thus providing TanGold with access to supplementary liquidity if necessary.
Results of Operations
Net additions to exploration and evaluation assets and expenditures for
the three-month period ended November 30, 2021 were $1.9 million compared to $1.2 million for the three-month period ended November 30, 2020. Net additions increased as the Company continued to invest in infrastructure and development for the Buckreef Gold
property. Infrastructure enhancements included capital component parts for the expanded 360 tpd plant, including installation of a 2.5
Mega Volt Ampere (“MVA”) transformer, ball mills, motors and drives, civil works and design work related to installation of
the 360 tpd processing plant, ongoing camp renovations to improve accommodations for on-site employees, TSF liners and TSF expansion to
accommodate the larger 360 tpd plant as well as the addition of on-site vehicles. These infrastructure and capital additions were all
used as part of the final construction and commissioning of the 360 tpd plant. Expenditures were offset by an increase in proceeds from
gold sales which are being recorded as a credit against mineral properties as the Company is not in commercial production. The Company
sold 390 oz for proceeds of $0.5 million (2020 - $0.7 million).
| 20 |
| Management’s Discussion and Analysis November 30, 2021 |
Exploration and Evaluation Assets and Expenditures
The Company explores or acquires gold or other precious metal concessions through its own efforts or through the efforts of its subsidiaries. All of the Company’s concessions are located in Tanzania.
The continuity of expenditures is as follows:
| Buckreef | ||||
| Balance, August 31, 2020 | $ | 30,997 | ||
| Exploration expenditures: | ||||
| Camp, field supplies and travel | 356 | |||
| License fees and exploration and field overhead | 2,809 | |||
| Geological consulting and field wages | 3,150 | |||
| Trenching and drilling | 605 | |||
| Mine design | 1,321 | |||
| Mining and processing costs | 987 | |||
| Change in estimate of asset retirement obligation | (133 | ) | ||
| Gold sales | (2,524 | ) | ||
| Payments to STAMICO as per Joint Venture agreement | 1,050 | |||
| Balance, August 31, 2021 | $ | 38,618 | ||
| Exploration expenditures: | ||||
| Camp, field supplies and travel | 172 | |||
| License fees and exploration and field overhead | 861 | |||
| Geological consulting and field wages | 67 | |||
| Trenching and drilling | 550 | |||
| Mine design | 227 | |||
| Mining and processing costs | 431 | |||
| Gold sales | (535 | ) | ||
| Payments to STAMICO as per Joint Venture agreement | 172 | |||
| Balance, November 30, 2021 | $ | 40,563 | ||
| Reclassification to mineral property, plant and equipment | (40,563 | ) | ||
| Balance, November 30, 2021 | $ | - | ||
The testing phase related to operation of the 120 tpd test processing plant concluded in September 2021. Consequently, the 45% payments to STAMICO as per the Joint Venture agreement have discontinued.
As at November 30, 2021 exploration and evaluation assets and expenditures
were $nil compared to
$38.6 million as at August 31, 2021, reflecting a transfer from exploration and evaluation assets and expenditures to mineral property,
plant and equipment as a result of a construction decision made by the Board of Directors during Q1 2022. Consequently, the Buckreef Gold
Project transitioned from an exploration and evaluation asset under IFRS 6 to mineral properties, plant and equipment under IAS 16.
| 21 |
| Management’s Discussion and Analysis November 30, 2021 |
Selected Financial Information
| $(000's) | As at and for the three months ended November 30, 2021 | As at and for the year ended August 31, 2021 | As at and for the year ended August 31, 2020 | |||||||||
| Net loss for the period | (2,158 | ) | (5,283 | ) | (12,145 | ) | ||||||
| Basic loss per share | (0.01 | ) | (0.02 | ) | (0.07 | ) | ||||||
| Diluted loss per share | (0.01 | ) | (0.02 | ) | (0.07 | ) | ||||||
| Total assets | 53,968 | 56,518 | 38,139 | |||||||||
| Total long term financial liabilities | 2,715 | 2,681 | 2,680 |
The Company’s net loss for the three-month period ended November
30, 2021 totaled $2.2 million, compared to a net loss of $1.6 million in the three-month period ended November 30, 2020. The increase
in the net loss of $0.6 million compared to the prior period was primarily due to an increase in share-based payments, partially offset
by gains on revaluation of financial instruments. The gains on revaluation of financial instruments (2021 - $0.2 million gain, 2020 -
$0.5 million loss) was principally due to a gain on revaluation of derivative warrant liabilities of $0.2 million using the Black Scholes
option pricing model
(2021 - $0.41, 2020 - $0.62).
The increase in General and administrative expenses (2021 - $2.3 million, 2020 - $1.2 million) was mainly due to an increase in Share Based Payments (2021 - $1.0 million, 2020 - $nil) related to the vesting of the common shares granted by the Company upon hiring key management personnel during the year ended August 31, 2021.
Summary of Quarterly Results
| ($(000's), except per share amounts) | ||||||||||||||||||||||||||||||||
| 2022 Q1 | 2021 Q4 | 2021 Q3 | 2021 Q2 | 2021 Q1 | 2020 Q4 | 2020 Q3 | 2020 Q2 | |||||||||||||||||||||||||
| Net Income (Loss) | (2,158 | ) | (3,848 | ) | (241 | ) | 343 | (1,635 | ) | (3,386 | ) | (5,867 | ) | (1,970 | ) | |||||||||||||||||
| Basic and Diluted income (loss) per share | (0.01 | ) | (0.01 | ) | 0.00 | 0.00 | (0.01 | ) | (0.02 | ) | (0.03 | ) | (0.01 | ) | ||||||||||||||||||
Liquidity and Capital Resources
The Company manages liquidity risk by maintaining adequate cash balances in order to meet short to medium term business requirements. During Q1 the Company had a negative operating cash flow and financed its operations, exploration and development work on its properties through cash flow from its operations, equity financings and loans via private placements and public offerings.
At November 30, 2021 the Company had $7.9 million of cash (August 31, 2021 - $13.4 million) and working capital of $4.2 million (August 31, 2021 – $8.0 million). After adjusting for current liabilities which will only be settled by issuing equity, adjusting working capital is $6.1 million.
During Q1 the Company successfully completed construction and commissioning of a 360 tpd processing plant. While Q1 had a negative operating cash flow, in December 2021, the Company saw 16 kt of ore mined and 533 oz of gold produced, of which 494 oz was sold. Both being new records for Buckreef Gold. The rapid advance of production has resulted in Buckreef Gold being operating cash flow positive in December, the first month in Company history. This positive trajectory is expected to continue throughout Q2.
However, in common with many exploration and development companies, the Company may raise financing for its exploration, development and appraisal activities in discrete tranches to finance its activities for finite periods.
| 22 |
| Management’s Discussion and Analysis November 30, 2021 |
As of November 30, 2021, the Company has accumulated losses of $119.5 million (August 31, 2021 – $117.5 million).
To provide the Company with access to supplementary liquidity, TanGold entered into a purchase agreement with Lincoln Park Capital Fund subsequent to Q1 2022. This agreement provides TanGold with the right to sell up to $10 million of its shares to Lincoln Park over a 36-month period at its sole discretion. TanGold will control the timing and amount of any sales to Lincoln Park and will use the proceeds as needed to develop the Buckreef Gold asset in an advantageous manner.
Commitments
In order to maintain existing site mining and exploration licenses, the Company is required to pay annual license fees. As at November 30, 2021 and August 31, 2021 these licenses remained in good standing and the Company is up to date on license payments.
Contingencies
The Company is involved in litigation and disputes arising in the normal course of operations. Management is of the opinion that the outcome of any potential litigation will not have a material adverse impact on the Company’s financial position or results of operations. Accordingly, the commitment table does not include any provisions for the settlement of outstanding litigation and potential claims.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Transactions with Related Parties
The Company may enter into related party transactions that are in the normal course of business and on an arm’s length basis. Transactions with Related Parties disclosure can be found in Note 17 of the Company’s November 30, 2021 Condensed Interim Consolidated Financial Statements.
Omnibus Equity Incentive Plan
Effective June 26, 2019, the Company adopted the Omnibus Equity Incentive
Plan dated June 26, 2019 (the “Omnibus Plan”), which Omnibus Plan was approved by the shareholders at a meeting held on
August 16, 2019.
The purposes of the Omnibus Plan are: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiaries to attract, motivate and retain employees, officers, directors, and consultants, which either of directors or officers may be consultants or employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to consider the long-term corporate performance of the Company.
The Omnibus Plan provides for the grant of options, restricted share units, deferred share units and performance share units (collectively, the “Omnibus Plan Awards”), all of which are described in detail in the Form 20-F Annual Report for the year ended August 31, 2021.
The Omnibus Plan provides for the grant of other share-based awards to participants (“Other Share-Based Awards”), which awards would include the grant of common shares. All Other Share-Based Awards will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan.
Subject to adjustments as provided for under the Omnibus Plan, the maximum number of shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 10% of the aggregate number of common shares outstanding from time to time on a non-diluted basis; provided that the acquisition of common shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of common shares for cancellation.
| 23 |
| Management’s Discussion and Analysis November 30, 2021 |
For more particulars about the Omnibus Plan, we refer you to the copy of the Omnibus Plan included with the Form 20-F Annual Report. The Omnibus Plan replaces all previous equity compensation plans of the Company, including the Restricted Stock Unit Plan and Stock Option Plan.
Changes in Accounting Polices and Critical Accounting Estimates and Judgements
Significant accounting policies as well as any changes in accounting policies are discussed in Note 2 “Basis of Preparation and Significant Accounting Policies” and Note 3 “Significant Accounting Judgments, Estimates and Assumptions” of the Company’s November 30, 2021 Condensed Interim Consolidated Financial Statements.
Financial Instruments and Financial Risk Management
For details of the Company’s financial instruments, risk exposures relating to financial instruments and sensitivity analysis, refer to Note 21 of the Company’s November 30, 2021 Condensed Interim Consolidated Financial Statements.
COVID-19
In particular, the Company wishes to highlight that it continues to face risks related to COVID-19, which could continue to significantly disrupt its operations and may materially and adversely affect its business and financial conditions.
In December 2019, a novel strain of the coronavirus emerged in China and the virus has now spread to several other countries, including Canada and the U.S., and infections have been reported globally resulting in a global pandemic. The extent to which COVID-19 will continue to impact the Company's business, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the continued spread of COVID- 19 globally could materially and adversely impact the Company's business, including, without limitation, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, restrictions to its drill program and/or the timing to process drill and other metallurgical testing, and other factors that will depend on future developments beyond the Company's control, which may have a material and adverse effect on the its business, financial condition and results of operations.
There can be no assurance that the Company's personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased medical costs / insurance premiums as a result of these health risks.
In addition, a significant outbreak of COVID-19 could result in a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the demand for precious metals and the Company's future prospects.
Disclosure of Outstanding Share Data
As at the date of this MD&A, there were 255,036,445 common shares outstanding, 23,393,151 share purchase warrants outstanding, nil RSUs/PSUs outstanding, and 7,351,000 stock options outstanding.
Risks Factors
The Company is subject to a number of extraneous risk factors over which it has no control. These factors are common to most exploration companies and include, among others: project ownership and exploration risk, depressed equity markets and related financing risk, commodity price risk, fluctuating exchange rates, environmental risk, insurance risk, sovereign risk. For further details on the risk factors affecting the Company, please see the Company’s Form 20-F Annual Report for year ended August 31, 2021 filed on SEDAR as the Company’s Annual Information Form and as filed with the SEC via EDGAR.
| 24 |
| Management’s Discussion and Analysis November 30, 2021 |
Internal Control Over Financial Reporting (“ICFR”)
Management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”) for the Company as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. The Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have conducted an evaluation of the design and effectiveness of the Company’s ICFR as of August 31, 2021. In making this assessment, the Company’s management used the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, Management concluded that ICFR was not effective for the three-month period ended November 30, 2021 due to the following material weaknesses: (i) lack of timely review and approval of certain journal entries and reconciliations; (ii) lack of related oversight and accuracy for recognition of certain charges in the Company’s books; and (iii) lack of adequate oversight related to the development and performance of internal controls. Due to the limited number of personnel in the Company, there are inherent limitations related to segregation of duties amongst personnel to perform adequate oversight, review and approvals.
Remediation of Material Weaknesses
The control deficiencies described above were concluded on by management during the year ended August 31, 2021. The Company has prioritized the remediation of the material weaknesses described above and is working under the oversight of the Audit Committee to resolve the issue.
Specific actions to remediate these material weaknesses include the following:
| · | Engagement of a local Tanzanian Certified Public Accounting firm to review the Buckreef Gold, Tanzam and Tancan books and records, from the invoice level, to ensure completeness and accuracy of recordkeeping in the appropriate account, entity and period. No material misstatements, either individually or in aggregate were identified. |
| · | Reduced Delegation of Authority limits over cash payments to a zero-dollar approval threshold. Executive management (CFO, COO) and site General Managers review and approve every dollar of expenditure and only advance funds for payment based on approved invoices, signed by site GMs and approved by the CFO and COO. |
| · | Hired a VP Finance and Corporate Controller to supplement review and approval of invoices, journal entries, reconciliations, financial statements and note disclosure to improve segregation of duties and internal controls around financial reporting. |
| · | Hired a Senior Procurement Officer at Buckreef Gold to enhance supply chain controls, approvals and authorizations while improving segregation of duties around the procure to pay process. |
| · | Hired two new inventory storekeepers at Buckreef Gold to improve segregation of duties around inventory management, stock count inspections, supplies reconciliations and inventory controls. |
| · | Enhanced use of ERP to automate certain reconciliations, including fixed asset continuity and depreciation schedules, to eliminate risk of manual spreadsheet errors and to automate more timely review and approval of certain processes. |
| · | Engaging third party service provider to assist in the review, implementation and evaluation of Company’s
controls and procedures. |
| 25 |
| Management’s Discussion and Analysis November 30, 2021 |
The Company is currently in the process of implementing and documenting its systems of internal controls related to remediate the material weaknesses identified above however has been unable to complete this implementation by the required reporting date due to limited resources. Proposed changes to address the material weaknesses will take time to implement due to, amongst other things, a limited number of staff at the Company.
It is the Company’s intention to formally review, document and implement the Company’s key controls, including ITGCs, ICFR and DC&P as per the COSO 2013 Framework, as well as develop key risk control matrices to mitigate the risk of material weaknesses in the future.
Additional Information
The Company is a Canadian public company listed on the Toronto Stock Exchange trading under the symbol “TNX” and also listed on the NYSE American trading under the symbol “TRX”. Additional information about the Company and its business activities is available on SEDAR at www.sedar.com and the Company’s website at www.tangoldcorp.com.
Approval
The Board of Directors of Tanzanian Gold Corporation has approved the disclosure contained in the interim MD&A. A copy of this interim MD&A will be provided to anyone who requests it. It is also available on the SEDAR website at www.sedar.com
| 26 |
| Management’s Discussion and Analysis November 30, 2021 |
Endnotes
1 The 360 tpd Plant estimates have not been prepared in accordance with the results of the Company’s 2018 Pre-Feasibility Study, reflected in the Company’s May 15, 2020 Technical Report. The 18-Month mining plan estimates are based upon an internal mine model reviewed by SGSC and cost inputs as validated by actual mining and processing costs from the 120 tpd test plan over the 9 months ended May 31, 2021. No assurance can be given that the 18-Month Estimate (Monthly Average) will reflect actual results. See “Cautionary Note Regarding Forward-Looking Statements”.
2 ‘Total Cash Cost’ includes mine site operating costs such as mining, processing and local administrative costs, royalties, production taxes, mine standby costs and current inventory write downs, if any. Production costs are exclusive of depreciation and depletion, reclamation, capital and exploration costs. Total cash costs are net of by-product sales and are divided by gold ounces sold to arrive at a per ounce figure. Total Cash Costs is a non-IFRS financial performance measure often used in conjunction with conventional IFRS measures to evaluate performance. Total Cash Cost does not have a standardized meaning under IFRS and therefore may not be comparable to similar measures of performance disclosed by other issuers; it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
| 27 |
| Management’s Discussion and Analysis November 30, 2021 |
Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact relating to the Company, certain information contained in this MD&A constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s properties; the future prices of base and precious metals; success of exploration activities, cost and timing of future exploration and development; the estimation of mineral reserves and mineral resources; conclusions of economic evaluations; requirements for additional capital; and other statements relating to the financial and business prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or “variations of such words and phrases or statements that certain actions, events or results “may” , “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments at Buckreef Gold or other mining or exploration projects, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and is inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during permitting; the possibility that future exploration results will not be consistent with the Company’s expectations; timing and availability of external financing on acceptable terms in light of the current decline in global liquidity and credit availability; uncertainty of inferred mineral resources; future prices of base and precious metals; currency exchange rates; government regulation of mining operations; failure of equipment or processes to operate as anticipated; risks inherent in base and precious metal exploration and development including environmental hazards, industrial accidents, unusual or unexpected geological formations; and uncertain political and economic environments. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Without limiting the generality of the foregoing, investors are specifically cautioned that information contained herein relating to the costs of the 360 tpd plant include information which constitutes ‘financial outlook’. While management has carefully considered assumptions related to the 360 tpd plant, actual results may vary from the projections contained herein for a variety of reasons, including technical, political or environmental. The most significant assumptions used in the preparation of the projected costs of the 360 tpd plant related to the extrapolation of actual mining and processing costs from the current 120 tpd oxide test plant to estimate 360 tpd costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
28
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Stephen Mullowney, Chief Executive Officer of Tanzanian Gold Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Tanzanian Gold Corporation (the “issuer”) for the interim period ended November 30, 2021. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2020 and ended on November 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: January 14, 2022
/s/ Stephen Mullowney
Stephen Mullowney
Chief Executive Officer
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Michael Leonard, Chief Financial Officer of Tanzanian Gold Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Tanzanian Gold Corporation (the “issuer”) for the interim period ended November 30, 2021. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2020 and ended on November 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: January 14, 2022
/s/ Michael Leonard
Michael Leonard
Chief Financial Officer