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: August 15, 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 are the Registrant's News Release dated August 15, 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)
Date: August 15, 2006
James E. Sinclair, Chief Executive 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 - August 15, 2006
Tanzanian Royalty Chairman Completes Sixth Tranche
of C$3 Million Private Placement
Tanzanian Royalty Exploration Corporation confirms that the sixth tranche of the private placement (the “Placement”) by James E. Sinclair, the Company's Chairman and CEO, announced on August 1, 2006 closed on August 14, 2006. The sixth tranche consists of 44,664 common shares of the Corporation having a purchase price of $8.396 per share for proceeds totaling $375,000.
Inclusive of the proceeds of the sixth tranche, and the interest free advance of $750,000 to be repaid upon the completion of the remaining tranches of the Placement, Mr. Sinclair’s total share placements to date aggregate C$11.3 million.
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.
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.