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: July 25, 2006
Commission File Number 000-50634
TANZANIAN ROYALTY EXPLORATION CORPORATION
(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 News Release dated July 25, 2006.
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.
Tanzanian Royalty Exploration Corporation
(Registrant)
“Victoria M. Luis”
Date: July 25, 2006
Victoria M. Luis, Chief Financial Officer
Exhibit 1
Corporate Office:
Form 20-F, File No. 0-50634
93 Benton Hill Road
Trade Symbol:
Sharon, CT 06069
TSX:
TNX
Tel: (860) 364-1830
AMEX: TRE
Fax: (860) 364-0673
Vancouver Office:
Suite 1400 – 355 Burrard Street
Vancouver, BC V6C 2G8
Toll Free: 1-800-811-3855
Tel: (604) 669-5598
Fax: (604) 669-8915
Email:
investors@TanzanianRoyaltyExploration.com
Website: www.TanzanianRoyaltyExploration.com
News Release - July 25, 2006
Tanzanian Royalty Chairman to Proceed with Sixth Tranche of
C$3 Million Private Placement
Tanzanian Royalty Exploration Corporation advises that Mr. James E. Sinclair will proceed with the sixth tranche of the private placement announced on January 13, 2005 (the “Placement”)whereby Mr. Sinclair agreed to purchase common shares of the Corporation representing an aggregate value of $3,000,000. Such shares are to be purchased in 8 quarterly tranches of $375,000 each, commencing February 1, 2005, of which five tranches have been completed to date.
The number of shares comprising the sixth tranche of the Placement and the price to be paid therefor will be determined on the basis of the weighted average trading price of the Corporation’s shares for the five consecutive trading days ending July 31, 2006.
In the interim Mr. Sinclair has agreed to make available to the Corporation an interest free advance of $750,000, to be repaid upon the completion of the remaining tranches of the Placement.
All private placement common shares are subject to certain mandated hold periods and resale restrictions and the certificates representing such shares are legended accordingly. No warrants, options or other rights have been issued or granted in connection with the Placement. Each tranche is subject to regulatory approval.
Respectfully Submitted,
“James E. Sinclair”
James E. Sinclair
Chairman and Chief Executive Officer
For further information, please contact Investor Relations at 1-800-811-3855
Visit our website:www.tanzanianroyaltyexploration.com
The Toronto Stock Exchange and American Stock Exchange have not reviewed and do not accept responsibility for the adequacy or accuracy of this release
Cautionary Note to U.S. Investors - The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and
legally extract or produce. We use certain terms on this news release, such as “measured”, “indicated”, and “inferred” “resources” that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No. 0-50634, which may be secured from us, or from the SEC’s website athttp://www.sec.gov/edgar.shtml.