SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the day of:January 6, 2006
Commission File Number 000-50634
TAN RANGE EXPLORATION CORP.
(Registrant's name)
93 Benton Hill Road
Sharon, CT 06069
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F P
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):__
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___
No P
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Attached hereto asExhibit 1 and incorporated by reference herein is the Registrant's First Quarter Financial Statements, Management Discussion and Analysis and CEO and CFO Certifications, for the period ended November 30, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tan Range Exploration Corp.
(Registrant)
“James Sinclair”
Date: January 6, 2006
James E. Sinclair, Chief Executive Officer
Exhibit 1
TAN RANGE EXPLORATION CORPORATION
Consolidated Financial Statements
For the Three Months Ended November 30, 2005 and 2004
Unaudited
Prepared by Management
Vancouver, B.C.
Tan Range Exploration Corporation
Consolidated Financial Statements
For the Three Months Ended November 30, 2005 and 2004
Notice
The accompanying unaudited interim financial statements of Tan Range Exploration Corporation (the “Company”) have not been reviewed by the Company’s auditors.
Tan Range Exploration Corporation
Consolidated Balance Sheet
As at November 30, 2005 and August 31, 2005
ASSETS | November 30, 2005 | August 31, 2005 |
Current Assets | ||
Cash and short term deposits | $ 1,352,675 | $ 1,395,468 |
Accounts and other receivables | 64,060 | 77,677 |
Inventory | 86,400 | 49,934 |
Prepaid expenses and deposits | 146,805 | 73,273 |
1,649,940 | 1,596,352 | |
Mineral properties and deferred exploration and development costs (note 3) | 20,216,067 | 19,739,275 |
Equipment and leasehold improvements | 899,245 | 922,056 |
$ 22,765,252 | $ 22,257,683 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Current Liabilities | ||
Accounts payable and accrued liabilities | $ 121,459 | $ 172,812 |
Current portion of obligations under capital lease | 44,064 | 34,634 |
165,523 | 207,446 | |
Obligations under capital lease | 156,993 | 175,011 |
Shareholders’ Equity | ||
Share capital (note 4) | 45,789,796 | 44,839,796 |
Share subscriptions received | 834,264 | 813,828 |
Deficit | (24,181,324) | (23,778,398) |
22,442,736 | 21,875,226 | |
$22,765,252 | $22,257,683 |
“James E. Sinclair”
, Director
“Victoria M. Luis”
, Director
Unaudited – Prepared by Management
Tan Range Exploration Corporation
Consolidated Statements of Operations and Deficit
For the Three Months Ended November 30, 2005 and 2004
November 30, 2005 | November 30, 2004 | |
EXPENSES | ||
Amortization | $ 24,916 | $ 12,544 |
Annual General Meeting | -- | 2,500 |
Capital Tax | -- | 3,243 |
Consulting and Management Fees | 29,836 | 30,574 |
Insurance | 23,258 | 17,770 |
Memberships, courses and publications | 2,721 | -- |
New Property Investigation Costs | 4,692 | 44,090 |
Office and Administration | 22,772 | 20,470 |
Office Rentals | 16,957 | 9,973 |
Press Releases | 5,190 | 22,584 |
Printing and Mailout | 2,388 | 8,024 |
Professional Fees | 17,893 | 10,386 |
Promotion and Shareholder Relations | 1,838 | 1,627 |
Salaries and Benefits | 171,663 | 146,147 |
Telephone and Fax | 6,373 | 7,436 |
Transfer Agent and Listing | 28,531 | 8,395 |
Travel and Accommodation | 19,668 | 7,025 |
378,696 | 352,788 | |
OTHER (INCOME) EXPENSE | ||
(Interest Earned), Net of expense | (5,010) | (515) |
Interest – Capital lease | 5,396 | -- |
Gain on sale of short-term investment | -- | (2,527) |
Foreign exchange (Gain) Loss | 23,844 | 94,278 |
24,230 | 91,236 | |
NET LOSS FOR THE PERIOD | 402,926 | 444,024 |
DEFICIT, BEGINNING OF PERIOD | 23,778,398 | 20,847,335 |
DEFICIT, END OF PERIOD | $24,181,324 | $21,291,359 |
Basic and diluted loss per share | $.005 | $.005 |
Weighted average shares outstanding | 85,144,786 | 82,591,109 |
Unaudited – Prepared by Management
Tan Range Exploration Corporation
Consolidated Statement of Changes in Financial Position
For the Three Months Ended November 30, 2005 and 2005
November 30, 2005 | November 30, 2004 | |
Cash provided from (used for) | ||
Operating activities | ||
Loss for the period | $ (402,926) | $ (444,024) |
Items not affecting cash: | ||
Amortization | 24,916 | 12,544 |
Gain on sale of short-term investment | -- | (2,527) |
Change in non-cash working capital items | ||
Accounts and other receivable | 13,617 | 17,005 |
Inventory | (36,466) | -- |
Prepaid expenses | (73,532) | (15,719) |
Accounts Payable | (51,353) | 61,224 |
(147,734) | 62,510 | |
(525,744) | (371,497) | |
Investing Activities | ||
Mineral properties and deferred exploration | (476,792) | (457,953) |
Short term investments | -- | 417,728 |
Repayment of obligations under lease | (8,588) | |
Capital asset (additions) disposals, net | (2,105) | (34,373) |
(487,485) | (74,598) | |
Financing Activities | ||
Share capital issued | 136,172 | 509,600 |
Share Subscriptions received | 834,264 | 125,000 |
970,436 | 634,600 | |
NET INCREASE (DECREASE) IN CASH | (42,793) | 188,505 |
CASH BEGINNING OF PERIOD | 1,395,468 | 1,067,448 |
CASH END OF PERIOD | $1,352,675 | $1,255,953 |
Supplemental Information | ||
Issuance of share capital for share subscriptions previously received, a non-cash transaction | $ 813,828 | $ -- |
Unaudited – Prepared by Management
Tan Range Exploration Corporation
Summary of Note Disclosure to the Consolidated Financial Statements
For the Three Months Ended November 30, 2005 and 2004
(Unaudited)
1.
Nature of operations
The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain mineral deposits that are economically recoverable. The recoverability of the amounts shown for mineral properties and related deferred costs are dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain necessary financing to explore and develop, and upon future profitable production or proceeds from disposition of the mineral properties. The amounts shown as deferred expenditures and property acquisition costs represent net costs to date, less amounts recovered, amortized and/or written off, and do not necessarily represent present or future values.
2.
Significant accounting policies
These interim consolidated financial statements of Tan Range Exploration Corporation (the “Company”) have been prepared by management, and have not been audited or reviewed by an independent public accountant. These interim consolidated financial statements do not include all disclosures required by Canadian generally accepted accounting principles for annual financial statements, and accordingly, these interim consolidated financial statements should be read in conjunction with the Company’s most recent annual consolidated financial statements. These interim consolidated financial statements follow the same accounting policies and methods of application as the Company’s audited annual consolidated financial statements as at and for the year ended August 31, 2005.
These interim consolidated financial statements include the accounts of the Company and its subsidiaries.
Tan Range Exploration Corporation
Consolidated Statement of Mineral Properties and
Deferred Exploration and Development Cost
For the Three Months Ended November 30, 2005 and Year Ended August 31, 2005
3.
Mineral properties and deferred exploration and development costs:
The continuity of expenditures on mineral properties is as follows:
Itetemia Project (a) | Luhala Project (b) | Kigosi (c) | Lunguya (d) | Kanagele (e) | Tulawaka (f) | Ushirombo (g) | Mbogwe (h) | Biharamulu (i) | Other (j) | Total | |
Balance, August 31, 2003 | $ 6,563,782 | $ 2,579,230 | $ 1,497,381 | $ 2,593,338 | $ 854,701 | $ 1,557,708 | $ 930,242 | $ 1,044,912 | $ 642,450 | $ 408,702 | $18,672,446 |
Exploration expenditures: | |||||||||||
Camp, field supplies and travel | - | 13,967 | - | 5,528 | 3,406 | - | 1,098 | - | 2,259 | 21,386 | 47,644 |
Exploration and field overhead | - | 168,588 | 39,175 | 129,371 | 101,526 | 56,643 | 52,614 | 41,485 | 28,182 | 348,888 | 985,189 |
Geological consulting and field wages | 18,717 | 1,274 | - | - | - | - | - | - | - | (21,113) | (19,839) |
Geophysical and geochemical | - | 4,813 | 3,986 | 60,625 | 73,524 | 2,598 | 16,065 | 2,288 | 5,244 | 91,976 | 261,119 |
Property acquisition costs | - | 50,546 | - | - | 21,706 | - | - | - | 274 | 164,833 | 237,359 |
Parts and equipment | - | 108 | - | - | - | - | - | - | - | 109 | 217 |
Trenching and drilling | - | 1,095 | - | - | - | - | - | - | - | - | 1,095 |
Option payments received | (17,496) | - | (58,811) | - | - | (88,926) | (123,275) | (17,496) | (25,930) | - | (331,934) |
Reclassifications | - | - | 286,762 | - | - | - | (286,762) | - | - | - | - |
1,221 | 240,391 | 271,112 | 195,524 | 200,162 | (29,685) | (340,260) | 26,277 | 10,029 | 606,079 | 1,180,850 | |
Balance, August 31, 2004 | 6,565,003 | 2,819,621 | 1,768,493 | 2,788,862 | 1,054,863 | 1,528,023 | 589,982 | 1,071,189 | 652,479 | 1,014,781 | 19,853,296 |
Exploration expenditures: | |||||||||||
Camp, field supplies and travel | 339 | 17,089 | - | 4,432 | 20,091 | - | 6,248 | 1,849 | - | 111,172 | 161,220 |
Exploration and field overhead | 2,800 | 142,948 | 28,278 | 29,945 | 68,848 | 16,095 | 63,611 | 36,488 | 14,109 | 534,210 | 937,332 |
Geological consulting and field wages | - | - | 14,332 | - | - | - | - | - | - | - | 14,332 |
Geophysical and geochemical | - | 30,200 | - | 42,932 | 33,298 | 34 | 9,271 | 1,893 | 1,393 | 83,610 | 202,631 |
Property acquisition costs | 18,635 | 92,788 | 16,549 | - | 60,149 | 12,075 | - | - | - | 242,019 | 442,215 |
Parts and equipment | - | 4,639 | - | - | - | - | - | - | - | - | 4,639 |
Trenching and drilling | - | 40,593 | - | - | 899 | 3,502 | - | - | - | 9,739 | 54,733 |
Recoveries | (24,146) | - | - | - | - | (130,226) | - | (24,146) | (122,673) | - | (301,191) |
(2,372) | 328,257 | 59,159 | 77,309 | 183,285 | (98,520) | 79,130 | 16,084 | (107,171) | 980,750 | 1,515,911 | |
| 6,562,631 | 3,147,878 | 1,827,652 | 2,866,171 | 1,238,148 | 1,429,503 | 669,112 | 1,087,273 | 545,308 | 1,995,531 | 21,369,207 |
Write-offs | (656,500) | - | - | (73,010) | - | - | (316,476) | (299,118) | (43,399) | (241,429) | (1,629,932) |
Balance, August 31, 2005 | 5,906,131 | 3,147,878 | 1,827,652 | 2,793,161 | 1,238,148 | 1,429,503 | 352,636 | 788,155 | 501,909 | 1,754,102 | 19,739,275 |
Exploration expenditures: | - | - | - | - | |||||||
Camp, field supplies and travel | - | 29,135 |
| 270 | - | - | - | - | 22,247 | 51,652 | |
Exploration and field overhead | 1,647 | 109,377 | 1,341 | 52,257 | 3,899 | 6,034 | 1,790 | 793 | 46,502 | 223,640 | |
Geological consulting and field wages | 3,162 | - | - | - | - | - | - | - | - | 3,162 | |
Geophysical and geochemical | - | 5,914 | - | 1,926 | - | - | - | - | 19,139 | 26,979 | |
Property acquisition costs | - | - | 21,802 | - | 31,352 | 12,871 | - | - | - | 59,223 | 125,248 |
Parts and equipment | - | - | - | - | - | - | - | - | - | - | |
Trenching and drilling | - | 37,823 |
| - | 1,281 | - | - | - | - | 7,007 | 46,111 |
Recoveries | - | - | - | - | - | - | - | - | - | - | |
4,809 | 182,249 | 21,802 | 1,341 | 87,086 | 16,770 | 6,034 | 1,790 | 793 | 154,118 | 476,792 | |
Balance November 30, 2005 | $ 5,910,940 | $ 3,330,127 | $ 1,849,454 | $ 2,794,502 | $ 1,325,234 | $ 1,446,273 | $ 358,670 | $ 789,945 | $ 502,702 | $ 1,908,220 | $20,216,067 |
Tan Range Exploration Corporation
Summary of Note Disclosure to the Consolidated Financial Statements
For the Three Months Ended November 30, 2005 and 2004
(Unaudited)
4.
Share Capital
Share Capital | Number | Amount ($) |
Balance at August 31, 2005 | 84,776,054 | $44,839,796 |
Issued for cash | 63,424 | 136,172 |
Subscriptions previously received | 379,054 | 813,828 |
Balance at November 30, 2005 | 85,218,532 | $45,789,796 |
All share capital issued during the quarter were issued to the Company’s Chairman and CEO, and all share subscriptions received in the quarter were also received from him.
5.
Options Outstanding
Type of Security | Number of Shares | Exercise Price | Expiry Date |
Options | 5,000 | $0.51 | August 7, 2006 |
Options | 362,500 | $0.79 | May 3, 2007 |
Options | 50,000 | $0.83 | June 20, 2007 |
417,500 |
Unaudited – Prepared by Management
Management’s Discussion and Analysis
For Tan Range Exploration Corporation (the “Company”)
of Financial Condition and Results of Operation
Three months ended November 30, 2005
(in Canadian dollars)
The effective date of this MD&A is January 5, 2006.
Overall Performance
As of November 30, 2005 the Company had Current Assets of $1,649,940 as compared to $1,596,352 on August 31, 2005. Deferred Exploration Costs amounted to $20,216,067 which includes $476,792 (net) invested this quarter.
The Company has issued common shares in the amount of $950,000 (442,478 shares) and received $834,264 as share subscription receipts in the quarter ending November 30, 2005.
Selected Financial Information
As at and for the year ended Aug 31, 2003 | As at and for the year ended Aug 31, 2004 | As at and for the year ended Aug 31, 2005 | As at and for the three months ended Nov 30,2005 | As at and for the three months ended Nov. 30,2004 | |
Total Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss for the period | (3,014,778) | (1,616,364) | (2,931,063) | (402,926) | (444,024) |
Basic and diluted loss per share |
(0.04) |
(0.02) |
(0.04) |
(0.005) |
(0.005) |
Total assets | 21,424,565 | 22,092,373 | 22,257,683 | 22,765,252 | 22,344,173 |
Total long term financial liabilities |
0 |
0 |
175,011 |
156,993 |
0 |
Cash dividends declared per share |
0 |
0 |
0 |
0 |
0 |
Results of Operations
The operating loss for the first quarter ending November 30, 2005 was $402,926 compared to $444,024 for the comparable period in 2004. Due to the Company’s emphasis on its drill program, spending on new property investigation was significantly reduced from $44,090 during the first quarter of 2004 to $4,692 during the first quarter of 2005. Expenditures on press release also was reduced from $22,854 in 2004 to $5,190 in 2005. Foreign exchange loss was reduced from $94,278 in 2004 to $23,847 in 2005.
The increase in staff required to operate our drill program has caused an increase in salaries and benefits expense which increased from $146,147 in 2004 to $171,663 in 2005. Transfer agent listing has increased from $8,395 to $28,531 due to the additional listing on the American Stock Exchange. Travel and accommodation has increased from $7,025 in 2004 to $19,668 in 2005 due to additional travel for training and communication.
Summary of Quarterly Results (unaudited)
2005 November | 2004 November | 2005 August | 2004 August | 2005 May | 2004 May | 2005 February | 2004 February | |
Total Revenues | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
Net Loss | (402,929) | (444,024) | (869,982) | (320,487) | (494,192) | (379,596) | (1,770,430) | (362,385) |
Basic and diluted loss per share |
$0.005 |
$0.005 |
$0.010 |
$0.004 |
$0.006 |
$0.005 |
$0.021 |
$0.004 |
There are two primary reasons for fluctuations in quarterlyoperating results. If a property is deemed not to be of economic interest, it results in a write-off of the deferred exploration cost which can result in a large one time loss. This explains the variation experienced in the quarter ending August 2005 and February 2005. Another cause for quarterly fluctuations is the amount of new property investigations in a given quarter. Exploration costs associated with investigating properties are not deferred but rather are expensed as incurred.
Liquidity
Because the Company does not currently derive any production revenue from operations, its ability to conduct exploration and development on properties is largely based upon its ability to raise capital by equity funding. Throughout the quarter, the Company issued 442,478 shares in privately placed tranches with Mr. Sinclair consisting of 379,054 shares issued for $813,828 subscription receipts previously received and 63,424 shares for $136,172 in cash received in the quarter. In addition, another $834,264 has been received in the quarter fromMr. Sinclair for shares not issued before the close of the quarter.
As of November 30, 2005 the Company’s working capital position was $1,484,417 as compared to $1,388,906 on August 31, 2005. The Company feels confident that it will continue to be able to raise capital through private placements with its Chairman and CEO at an anticipated rate of $375,000 per month. Also, as the Company’s mineral properties advance under various exploration agreements, rental payments could increasingly play a role in funding exploration activities for our own account.
The following table sets out the Company’s known contractual obligations as at November 30, 2005:
Contractual Obligations | Payments Due by Period | |||||
Total | Less than | 2-3 years | 4-5 years | More than | ||
Vancouver Office Lease(1) | CDN$10,500 | CDN$10,500 | Nil | Nil | Nil | |
Capital Lease | US$195,467.562) | US$43,248.36 | US$86,496.72 | US$65,722.54 | Nil |
(1)
Expires on May 31, 2006
(2) Includes finance charges
Capital Resources
The Company acquires gold and other mineral concessions through its own efforts or those of its subsidiaries. All of the Company’s concessions are located in Tanzania.
For each concession granted in Tanzania under a prospecting or a reconnaissance licence, the Company is required to carry out a minimum amount of exploration work before a mining licence is granted for further development. There are no set work requirements to keep the concessions in good standing. A prospecting licence is issued for a period of to three years and is renewable two times for a period of to two years each. At each renewal, at least 50% of the area must be relinquished. A reconnaissance licence is issued for one year and renewed for a period not exceeding a year. All prospecting licences granted by the Tanzanian government are subject to an annual rental fee of not more than U.S. $30 per square kilometer, a minimum exploration work commitment, and employment and training of Tanzanians. In addition, the government of Tanzania imposes a royalty on the gross value of all gold production at the rate of 3%.
Many of the Company’s mineral properties are being acquired over time by way of option payments. It is at the Company’s option as to whether to continue with the acquisition of the mineral properties and to incur these option payments. Current details of option payments required in the future if the Company is to maintain its interest are as follows:
Option Agreement Obligations | Option Payments Due by Period (US$) | ||||
Total | Fiscal 2006 | Fiscal 2007-2008 | Fiscal 2009-2010 | Fiscal 2011+ | |
$2,848,500 | $315,000 | $829,000 | $847,000 | $857,500 |
The Company feels confident that it will continue to be able to raise capital through Private Placements with James E. Sinclair, the Company’s Chairman and CEO, at an estimated total of $3,800,000 for the year ending August 31, 2006. As at November 30, 2005, $1,784,264 of this funding had been received by the Company.Although no assurance can be given, the Company believes it will be able to raise additional capital as required to fund its commitments. In addition, if necessary, the Company would adjust the extent and timing of certain expenditures.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Transactions with Related parties
During the quarter ended November 30, 2005, $1,473 was paid or payable by the Company to existing directors and a former director for professional fees. Directors were paid $24,375 in fees. The Company expects to continue paying directors and officers consulting and directing fees at a similar level.
All share capital issued during the quarter were issued to the Company’s Chairman and CEO, and all share subscriptions received in the quarter were also received from him.
Changes in Accounting Policies including Initial Adoption
There have been no changes in accounting policies which effect the November 30, 2005 consolidated financial statements.
Critical Accounting Estimates
The Company’s most critical accounting estimate relates to the write-off of exploration licenses and costs. Management assesses impairment of its exploration prospects regularly. If an impairment results, the capitalized costs associated with the related project or area of interest are charged to expense.
Included in the accounts payable and deferred exploration cost is an estimate for the drilling work performed on the Luhala project. Invoices have not been received for the work performed there but an accrual of $50,000 has been made as an estimate for invoices to be received.
Disclosure of Outstanding Share Data
As at the date of this MD&A, there were 85,346,437 common shares outstanding. In addition, there were 380,000 director and employee stock options outstanding at an average weighted price of $0.79. The Company had no share purchase warrants outstanding.
Financial Instruments and Other Instruments
The Company’s financial assets and liabilities consist of cash and cash equivalents, short-term investments, other receivables and accounts payable and accrued liabilities. The fair value of the Company’s financial assets and liabilities is estimated to approximate their carrying value.
Exploration Summary
Gold Exploration
During the three months ended November 30, 2005, biogeochemical (BGC) sampling was completed on the Lubeho, Bulanya and Malanguza licenses in the Igunga Project Area and each was botanically mapped to establish plant associations and distribution patterns.
RAB (Rotary Air Blast) and RC (Reverse Circulation) drilling commenced on the Shenda Project in early September 2005 and included 312 metres of RAB drilling in 121 holes and 258 metres of RC drilling in six holes. The drill rig was subsequently moved to the Luhala Project where all drilling was completed by October 9, 2005.
Previously analyzed BGC data for various licenses was processed using Surfer software, a contouring and 3D surface mapping program that converts data into contour, surface, wireframe, vector, image, shaded relief, and post maps. Separate maps are created for each assayed element, enabling the Company to pick out data trends by contouring value intervals.
Luhala Project: RC Drilling Results
A drill program consisting of 29 RC holes and aggregating 2,140 metres was completed on the principal mineralized zone at Luhala during the period ended November 30, 2005. The drilling at Kisunge Hill was largely aimed at extending the gold mineralization identified last year.
In this latest phase of exploration, a specific emphasis was placed on determining the structural controls on the higher grade mineralization at Luhala. Micromine was used to produce a 3-D model of the mineralization for follow-up in 2006.
To date, results have been returned for 15 of the 30 holes drilled at Luhala and they are encouraging. The majority of the holes are from the Kisunge Central and Kisunge West zones and one hole is from the new Kiginga anomaly.
Partial drill results were reported by news release on December 8, 2005 and are available on our web site at www: tanrange.com. The final results from the drill program should be available early 2006.
Luhala Project: RAB Drilling Results
Some of the RAB drilling at Luhala involved condemnation drilling in areas with heavy overburden (mbuga) that were subject to vendor option payments in the coming year but had remained untested. A portion of the RAB drilling program was dedicated to evaluating several BLEG (Bulk Leach Extractable Gold) and RAB anomalies that had been tested in the past.
In general, the RAB-based drilling program at Luhala ranged from 2-10 kilometres away from the main discovery announced last year. The mineralization encountered in the drilling occurs within the same host rock as the earlier discovery and appears to have the same alteration and structural style.
A total of 418 RAB holes comprising 8,287 metres were drilled on all seven of the Luhala Project Area prospecting licenses between September 17 and October 24, 2005. The drilling was aimed at untested soil anomalies and favourable lithological horizons under overburden that typically averages about eight metres in thickness.
A new mineralized zone was discovered approximately 1,500 metres north of the presently known gold mineralization and is designated the Kiginga anomaly.
Shinyanga Project Area: RAB Drilling Results
The RAB drilling program at Shinyanga was largely reconnaissance in nature and covered a strike length of approximately six kilometres. It was designed to test anomalous gold values identified in soils through BLEG and BGC sampling methodologies.
The drilling targeted the interface between the overburden and the underlying bedrock which was penetrated a few metres before the holes were terminated. Poor overburden conditions hampered the RAB drilling program in some cases and, as a result, a small amount of RC drilling was conducted in the most difficult areas. A total of 492 RAB holes were completed comprising 7,003 metres of drilling, while seven RC holes comprising 244 metres were drilled in the more difficult areas.
Five zones of gold mineralization were identified on the Shinyanga license, three of which will be followed up with RC drilling in the coming year. The zones are from 300-3,000 metres apart and it remains to be established whether they are associated with one particular geological structure.
Tulawaka Discovery
During the report period, Northern Mining Explorations Ltd. (MDN) made a significant gold discovery on a prospecting license held under option from Tan Range in the Tulawaka region of Tanzania.
The discovery area is located approximately 15 kilometres from the Tulawaka Gold Mine (Barrick 70% - MDN 30%) and extends for a strike distance of approximately 0.4 kilometres and across a width of 0.3 kilometres. It was tested initially by four drill fences comprising 23 drill holes for a total of 1,475 metres.
MDN reports that the target evaluated in the drill program was previously unknown and still remains open along strike and at depth. Detailed results were reported in a news release dated October 19, 2005 which is available on our web site.
Diamond Exploration
In September 2005, the Company began a due diligence study on its Nyamigunga license in the Mwadui region which included ground magnetic follow-up of a geophysical anomaly identified from historical data.
Surface sampling was also initiated to test for the presence of diamond indicator minerals. In addition, grid-based biogeochemical samples were taken on the Nyamigunga License which was botanically mapped to establish plant distribution patterns and associations.
Ground magnetics were also carried out in the Nzega Project Area where four diamondiferous pipes were known to exist in greenstone terrain.
A heavy mineral sampling program was conducted on every block in this license. Sample materials were washed at a field station before being dispatched to a laboratory to determine the presence of kimberlite indicator minerals.
Subsequently, positive indicator minerals were indicated on two blocks in the Nzega Project Area with ilmenites and some garnet grains shown to be well distributed over the sampling points. Two diamond bearing pipes are known to exist on an adjoining block that is owned by another company, increasing our confidence level in the geological potential of the Nzega area.
Kimberlite Drilling Program
A RAB drill program was initiated in the Mwadui area (comprising the Igunga and Nzega Project Areas) in November 2005. This program was designed to confirm the presence of five kimberlite pipes reported by previous operators; to test two magnetic targets that were never tested by earlier explorers; and to evaluate the presence and reported tonnage of gravel layers above these pipes.
All five kimberlite pipes discovered years earlier were intersected at depths ranging from 4-26 metres below the overlying gravels. The deepest kimberlite was intersected at 26 metres and is located in the central part of the block that also hosts the thickest gravel deposits. Two magnetic targets that were never tested by earlier explorers were drilled and both were found to be kimberlites.
For mineral indicator chemistry studies, approximately 25 kilograms of kimberlite material was collected from each pipe. Samples were dried in the field and were then shipped to a laboratory for heavy minerals separation and identification.
All told, 47 RAB holes were completed, aggregating some 835 metres, along with five RC holes comprising 81 metres.
Igunga Project Area
Two new kimberlite pipes were discovered in the Igunga Project Area, one of which was an internally generated geophysical target. The second is believed to be a pipe that was probably missed by a previous explorer.
One of the RAB holes penetrated 67 metres of lake bed overburden before intersecting kimberlite to a depth of 82 metres. A second hole penetrated 83 metres of similar material before encountering kimberlite from 83 to 102 metres. Both holes were terminated in kimberlite after the successful recovery of 25 kilogram samples for laboratory analysis.
Nzega Project Area
Two previously undiscovered kimberlite pipes were found in the Nzega Project Area, both of which were internally generated geophysical targets. One pipe occurs close to artisanal diamond activity in a nearby river bed.
Risk 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 and sovereign risk.
Approval
The Board of Directors of Tan Range Exploration 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 and can be located, along with additional information, on the SEDAR website atwww.sedar.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in the foregoing Management’s Discussion and Analysis and elsewhere constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risk set above.
Additional Information
Additional information about the company and its business activities is available on SEDAR at www.sedar.com.
FORM 52-109F2
Certification of Interim Filings
I,James E. Sinclair, Director and CEO of Tan Range Exploration Corporation certify that:
1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109Certification of Disclosure in Issuers’ Annual and Interim Filings) of Tan Range Exploration Corporation(the issuer) for the interim period ending November 30, 2005;
2.
Based on my knowledge, 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.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;
4.
The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have:
(a)
designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.
January 5, 2006
“James E. Sinclair”
James E. Sinclair
Chief Executive Officer
FORM 52-109F2
Certification of Interim Filings
I,Victoria M. Luis, Director and CFO of Tan Range Exploration Corporation certify that:
1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109Certification of Disclosure in Issuers’ Annual and Interim Filings) of Tan Range Exploration Corporation(the issuer) for the interim period ending November 30, 2005;
2.
Based on my knowledge, 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.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;
4.
The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have:
(a)
designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.
January 5, 2006
“Victoria M. Luis”
Victoria M. Luis
Chief Financial Officer