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, 2007
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 August 14, 2007.
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)
“James E. Sinclair”
Date: August 15, 2007
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
Email:
investors@TanzanianRoyaltyExploration.com
Tel: (604) 669-5598
Website: www.TanzanianRoyaltyExploration.com
Fax: (604) 669-8915
News Release - August 14, 2007
Tanzanian Royalty Chairman Agrees to Reprice Second Tranche
of $3 Million Private Placement
Tanzanian Royalty Exploration Corporation advises that Mr. James E. Sinclair has agreed to reprice the second tranche of the private placement. As announced on August 10, 2006, 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, 2007.
Since July 31, 2007, the end of the second quarterly tranche period, Tanzanian Royalty’s share price has increased meaningfully. The original 2nd tranche purchase price of $5.267 reflects the weighted average trading price of the Corporation’s shares for the five consecutive trading days for the quarterly period ended July 31, 2007. Tanzanian Royalty and Mr. Sinclair have agreed to reprice the second tranche to reflect the current share price. The second tranche will consist of 63,345 common shares of the Corporation having a purchase price of $5.92 per share for proceeds totaling $375,000. The revised purchase price reflects the closing price of the Corporation’s shares on August 13, 2007. The second tranche private placement has now closed.
The 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 this placement.
Each tranche is subject to regulatory approval.
Respectfully Submitted,
“James 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.
Certain information presented in this release may constitute “forward-looking statements” within the meaning of thePrivate 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 Form 20-F, File No. 0-50634, for a more information concerning these risks, uncertainties, and other factors.