UNITED STATES
[ ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended | August 31, 2011 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report |
Cautionary Note to U.S. Investors Concerning Estimates of Mineral Resources | 1 | |||
Currency | 1 | |||
Foreign Private Issuer Filings | 1 | |||
Glossary of Technical Terms | 2 | |||
Part I | 7 | |||
Item 1. | Identity of Directors, Senior Management and Advisers | 7 | ||
Item 2. | Offer Statistics and Expected Timetable | 7 | ||
Item 3. | Key Information | 7 | ||
A. | Selected Financial Data | 7 | ||
B. | Capitalization and Indebtedness | 9 | ||
C. | Reasons for the Offer and Use of Proceeds | 9 | ||
D. | Risk Factors | 9 | ||
Item 4. | Information on the Company | 17 | ||
A. | History and Development of the Company | 17 | ||
B. | Business Overview | 19 | ||
Plan of Operations | 19 | |||
Governmental Regulations | 21 | |||
C. | Organizational Structure | 22 | ||
D. | Property, Plant and Equipment | 22 | ||
Buckreef Property | 22 | |||
Kigosi Property | 33 | |||
Item 4.A. Unresolved Staff Comments | 38 | |||
Item 5. | Operating and Financial Review and Prospects | 38 | ||
A. | Operating Results | 39 | ||
B. | Liquidity and Capital Resources | 41 | ||
C. | Research and Development, Patents and License, etc. | 45 | ||
D. | Trend Information | 45 | ||
E. | Off Balance Sheet Arrangements | 45 | ||
F. | Tabular Disclosure of Contractual Obligations | 45 | ||
Item 6. | Directors, Senior Management and Employees | 46 | ||
A. | Directors and Senior Management | 46 | ||
B. | Executive Compensation | 51 | ||
C. | Board Practices | 58 | ||
D. | Employees | 64 | ||
E. | Share Ownership | 64 | ||
Item 7. | Major Shareholders and Related Party Transactions | 65 | ||
A. | Major Shareholders | 65 | ||
B. | Related Party Transactions | 65 | ||
C. | Interests of Experts and Counsel | 67 | ||
Item 8. | Financial Statements | 67 |
A. | Consolidated Statements and Other Financial Information | 67 | ||
B. | Significant Changes | 67 | ||
Item 9. | The Offering and Listing | 68 | ||
A. | Offering and Listing Details | 68 | ||
B. | Plan of Distribution | 70 | ||
C. | Markets | 70 | ||
D. | Selling Shareholders | 70 | ||
E. | Dilution | 70 | ||
F. | Expenses of the Issue | 70 | ||
Item 10. | Additional Information | 70 | ||
A. | Share Capital | 70 | ||
B. | Articles of Association and Bylaws | 70 | ||
C. | Material Contracts | 74 | ||
D. | Exchange Controls | 74 | ||
E. | Taxation | 76 | ||
F. | Dividends and Paying Agents | 83 | ||
G. | Statement by Experts | 83 | ||
H. | Documents on Display | 83 | ||
I. | Subsidiary Information | 83 | ||
Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 83 | ||
Item 12. | Description of Securities Other than Equity Securities.. | 84 | ||
Part II | 84 | |||
Item 13. | Defaults, Dividend Arrears and Delinquencies | 84 | ||
Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 84 | ||
Item 15. | Controls and Procedures | 84 | ||
Item 16 A | Audit Committee Financial Expert | 85 | ||
Item 16 B. | Code of Ethics | 85 | ||
Item 16 C. | Principal Accountant Fees and Services | 86 | ||
Item 16 D. | Exemptions from the Listing Standards for Audit Committees | 86 | ||
Item 16 E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 86 | ||
Item 16 F. | Change in Registrant's Certifying Accountant | 86 | ||
Item 16 G. | Corporate Governance | 86 | ||
Part III | 87 | |||
Item 17. | Financial Statements | 87 | ||
Item 18. | Financial Statements | 87 | ||
Item 19. | Exhibits | 88 | ||
Ag | The elemental symbol for silver. |
alteration | Mineralogical change at low pressures due to invading fluids or the influence of chemical reactions in a rock mass resulting from the passage of hydrothermal fluids. |
anomaly | Any concentration of metal noticeably above or below the average background concentration. |
assay | An analysis to determine the presence, absence or quantity of one or more components. |
Au | The elemental symbol for gold. |
background | Traces of elements found in sediments, soils, and plant material that are unrelated to any mineralization and which come from the weathering of the natural constituents of the rocks. |
Barrick | Barrick Gold Corp. |
BEAL | Barrick Exploration Africa Limited. |
BLEG | Acronym for “bulk leach extractable gold” sampling. |
Cu | The elemental symbol for copper. |
dyke | A tabular body of igneous rock that has been injected while molten into a fissure. |
exploration information | Means geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information concerning a particular property that is derived from activities undertaken to locate, investigate, define or delineate a mineral prospect or mineral deposit. |
fault | A planar fracture or discontinuity in a volume of rock, across which there has been significant displacement. |
Fe | The elemental symbol for iron. |
feasibility study | Is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations together with any other relevant operational factors and detailed financial analysis, that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility Study. |
fracture | Any local separation or discontinuity plane in a geologic formation, such as a joint or a fault that are commonly caused by stress exceeding the rock strength. |
grade | The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit. |
hectare or ha | An area totalling 10,000 square metres. |
hydrothermal | Hot fluids, usually mainly water, in the earth's crust which may carry metals and other compounds in solution to the site of ore deposition or wall rock alteration. |
IP | Induced polarization survey, a form of geophysical survey used in the exploration for minerals. |
intrusive | A rock mass formed below earth's surface from magma which has intruded into a pre-existing rock mass. |
Jinchuan Mining | Jinchuan Mining, a Chinese metals company. |
JV | A joint venture, which is a term for a contractual relationship between parties, usually for a single purpose, which is not a partnership. |
Kazakh | Kazakh Africa Mining Ltd. |
kilometres or km | Metric measurement of distance equal to 1,000 metres (or 0.6214 miles). |
mill | A facility for processing ore to concentrate and recover valuable minerals. |
mineral reserve | That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. |
mineralization | The hydrothermal deposition of economically important metals in the formation of ore bodies or "lodes”. |
net smelter or NSR royalty | Payment of a percentage of net mining profits based on returns from the smelter, after deducting applicable smeltering charges. |
Newmont | Newmont Overseas Exploration Corporation. |
NI 43-101 | National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, as adopted by the Canadian Securities Administrators, as the same may be amended or replaced from time to time, and shall include any successor regulation or legislation. |
ore | A mineral or an aggregate of minerals from which a valuable constituent, especially a metal, can be profitably mined or extracted. |
outcrop | An exposure of rock at the earth's surface. |
overburden | A general term for any material covering or obscuring rocks from view. |
Pb | The elemental symbol for lead. |
porphyry | A variety of igneous rock consisting of large-grained crystals, such as feldspar or quartz, dispersed in a fine-grained feldspathic matrix or groundmass. |
ppm or parts per million | A unit of measurement which is 1000 times larger than parts per billion (i.e. ppb); 1 ppm is equivalent to 1000 ppb, and is also equivalent to 1 gram/tonne. |
prefeasibility study and preliminary feasibility study | Each mean a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Nineral Resource may be classified as a Mineral Reserve. |
Pyrrhotite | A bronze coloured mineral of metallic lustre that consists of ferrous sulphide and is attracted by a magnet. |
pyrite | Iron sulphide mineral. |
Qualified Person | An individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report; and is a member or licensee in good standing of a professional association. |
quartz | Silica or SiO2, a common constituent of veins, especially those containing gold and silver mineralization. |
RAB | Rotary air blast drilling. |
RC | Reverse circulation drilling. |
reef | A geological discontinuity which served as a trap or conduit for hydrothermal mineralizing fluids to form an ore deposit. |
Sb | The elemental symbol for antimony (stibnite). |
silicification | Replacement and or impregnation of the constituent of a rock by quartz rich hydrothermal fluids or (silica). |
Sloane | Sloane Developments Ltd., a corporation based in the United Kingdom. |
Songshan | Songshan Mining Co. Ltd., a corporation based in the People’s Republic of China. |
Stamico | State Mining Corporation of Tanzania. |
Tancan | Tancan Mining Company Limited, a wholly-owned Tanzanian subsidiary of the Company. |
Tanzam | Tanzania American International Development Corporation 2000 Limited, a wholly-owned Tanzanian subsidiary of the Company. |
test pits | Shallow holes dug at spots along the strike of any mineralization or, if it is disseminated, anywhere in the area where the shallow holes might reach mineralized bedrock. |
ton | Imperial measurement of weight equivalent to 2,000 pounds (sometimes called a “short ton”). |
tonne | Metric measurement of weight equivalent to 1,000 kilograms (or 2,204.6 pounds). |
tuff | A rock comprised of fine fragments and ash particles ejected from a volcanic vent. |
veins | Distinct sheetlike body of crystallized mineral constituents carried by hydrothermal aqueous solutions that are deposited through precipitation within the host country rock. These bodies are often the source of mineralisation either in or proximal to the veins. |
Canadian Terminology The following terms may be used in the Company’s technical reports to describe its mineral properties and have been used in this Annual Report (see “Cautionary Note to U.S. Investors Concerning Estimates of Measured and Indicated Mineral Resources”). These definitions have been published by the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) as the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines adopted by the CIM Council on November 27, 2010, and have been approved for use by Canadian reporting issuers by the Canadian Securities Administrators under NI 43-101, and as those definitions may be amended: | |
Indicated Mineral Resource | That part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. |
Inferred Mineral Resource | That part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. Confidence in the estimate is insufficient to allow the meaningful application of technical and economic parameters or to enable an evaluation of economic viability worthy of public disclosure. |
Measured Mineral Resource | That part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological grade and continuity. |
Mineral Reserve | A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resources are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve. The term “mineral reserve” need not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals. |
Mineral Resource | A concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. A Mineral Resource is an inventory of mineralization that under realistically assumed and justifiable technical and economic conditions might become economically extractable. |
Probable Mineral Reserve | Is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. |
Proven Mineral Reserve | Is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. The term should be restricted to that part of the deposit where production planning is taking plce and for which any variation in the estimate would not significantly affect potential economic viability. |
For the Fiscal Year ended August 31 | ||||||||||||||||||||
2011 | 2010 |
|
| 2009 |
|
| 2008 |
|
| 2007 | ||||||||||
Operations: | ||||||||||||||||||||
Revenues | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | ||||||||||
Net loss | (10,221,226 | ) | (3,427,655 | ) | (4,731,836 | ) | (3,698,045 | ) | (3,921,469 | ) | ||||||||||
Basic and diluted loss per share | (0.11 | ) | (0.04 | ) | (0.05 | ) | (0.04 | ) | (0.05 | ) | ||||||||||
Balance sheet: | ||||||||||||||||||||
Working Capital | 30,391,005 | 1,113,969 | 943,219 | 1,264,534 | 1,546,075 | |||||||||||||||
Total Assets | 68,113,986 | 32,783,560 | 29,285,205 | 26,956,294 | 25,421,472 | |||||||||||||||
Net Assets | 62,684,749 | 30,321,539 | 28,601.035 | 26,380,456 | 24,742,582 | |||||||||||||||
Share Capital | 110,671,701 | 72,855,310 | 68,111,716 | 61,705,400 | 54,113,279 | |||||||||||||||
Number of Shares | 99,758,753 | 91,415,459 | 89,782,544 | 88,114,352 | 86,748,493 | |||||||||||||||
Deficit | (54,105,351 | ) | (43,884,125 | ) | (40,456,470 | ) | (35,724,634 | ) | (32,026,589 | ) |
U.S. GAAP |
For the Fiscal Year ended August 31 | ||||||||||||||||||||
2011 |
|
| 2010 |
|
| 2009 |
|
| 2008 |
|
| 2007 | ||||||||
Operations: | ||||||||||||||||||||
Revenues | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | ||||||||||
Net loss | (15,331,447 | ) | (6,472,311 | ) | (7,720,030 | ) | (5,738,430 | ) | (6,071,773 | ) | ||||||||||
Basic and diluted loss per share | (0.16 | ) | (0.07 | ) | (0.09 | ) | (0.07 | ) | (0.07 | ) | ||||||||||
Balance sheet: | ||||||||||||||||||||
Working Capital | 24,282,855 | 1,113,969 | 943,219 | 1,264,534 | 1,546,075 | |||||||||||||||
Total Assets | 40,383,955 | 8,879,270 | 8,289,169 | 9,044,354 | 9,540,917 | |||||||||||||||
Net Assets | $ | 29,319,356 | 6,494,100 | 7,399,383 | 8,459,516 | 8,862,027 | ||||||||||||||
Share Capital | 114,316,361 | 76,484,387 | 71,339,854 | 64,460,328 | 59,213,178 | |||||||||||||||
Number of Shares | 99,758,753 | 91,415,459 | 89,782,544 | 88,114,352 | 86,748,493 | |||||||||||||||
Deficit | (85,885,643 | ) | (70,679,742 | ) | (64,207,431 | ) | (56,400,502 | ) | (50,662,072 | ) |
Year Ended: August 31 | Average | Period End |
|
| High |
|
| Low | ||||||||
2011 | 0.988 | 0.9783 | 1.052 | 0.9448 | ||||||||||||
2010 | 1.044 | 1.064 | 1.106 | 0.996 | ||||||||||||
2009 | 1.177 | 1.0967 | 1.2995 | 1.0338 | ||||||||||||
2008 | 1.006 | 1.0631 | 1.0677 | 0.9168 | ||||||||||||
2007 | 1.120 | 1.0560 | 1.1852 | 1.0372 |
Month | High |
|
| Low | ||||
October 2011 | 1.0605 | 0.9942 | ||||||
September 2011 | 1.0389 | 0.9751 | ||||||
August 2011 | 0.9909 | 0.9577 | ||||||
July 2011 | 0.9667 | 0.9448 | ||||||
June 2011 | 0.9859 | 0.9642 | ||||||
May 2011 | 0.9809 | 0.9489 |
· | Prospecting Licence annual rental increases to US$40/sq.km for initial period, $50/sq.km. for first renewal and $60/sq.km. for second renewal; |
· | Prospecting licence renewals must be submitted a minimum of one month before expiry; |
· | Relinquished half of prospecting licence is retained by the Government, cannot immediately be applied for and will only be open for new applications after a 4 month period as determined by the Mining Commissioner; |
· | Prospecting licences with an area < 20 sq.km. are no longer required to be halved on renewal; |
· | Prospecting licence mineral categories are redefined to 6 categories that may be applied for separately; |
· | Uranium, and fossil fuels (oil& gas) have been declared as Strategic minerals and Gold is excluded from this critical category. |
· | No more than 20 prospecting licences will be granted to a company unless total area of prospecting licences is <2,000 sq.km. |
Name of Subsidiary | Jurisdiction of Incorporation | Percentage &Type of Securities Owned or Controlled by Company | |
Voting Securities Held | Non-Voting Securities | ||
Itetemia Mining Company Limited(1) | Republic of Tanzania, Africa | 90% (common) | n/a |
Lunguya Mining Company Ltd. (2) | Republic of Tanzania, Africa | 60% (common | n/a |
Tancan Mining Company Limited | Republic of Tanzania, Africa | 100% (common) | n/a |
Tanzania American International Development Corporation 2000 Limited | Republic of Tanzania, Africa | 100% (common) | n/a |
Buckreef Gold Company Limited(3) | Republic of Tanzania, Africa | 55% (common) | n/a |
· | quartz veins within minor brittle lineaments, most commonly worked on a small scale by artisanal workers, due to their limited extent and erratic gold distribution; |
· | mineralisation within major ductile shear zones; |
· | mineralisation associated with replacement of iron formation and ferruginous sediments; and |
· | felsic (porphyry) hosted mineralisation, such as within the Rwamagaza Greenstone Belt. |
· | structural lineaments trending at 120º; |
· | flexures and splays to the 120º trend (such as at Golden Pride); |
· | structural lineaments at 70º (such as at Golden Ridge); and |
· | granite-greenstone contacts (such as at the Ushirombo and RGB). |
DATE | EXPLORATION UNDERTAKEN |
1960 | 13 diamond drill holes by UNDP (12 in current database, UNBR01-12) identified a “possible ore zone 107m long, 8m wide and extending to 122m depth. |
1968 | 13 diamond drill holes by Tanzanian Mineral Resources Division (MRD01-13). |
1970s | Early 1970s Underground development on 30m and 61m levels by Williamson Diamonds Ltd. Indicated ore reserve of 106,000t @ 8.7g/t Au between 23m and 76m levels using minimum mining width of 1.5m |
1972 | Tanzanian government approved investment decision and Buckreef Gold Mining Company (BGMC) |
1973-1979 | Further underground development and 3 diamond drill holes (BGMDD01-03) by BGMC. |
1978-1981 | Treatment plant and other facilities established with financial assistance from Swedish International Development Agency |
1982-1988 | Gold production commenced but reached only 25-40% of forecast targets. Production figure unavailable. |
1988 | Review of operations by British Mining Consultants Ltd who found Buckreef assay laboratory assays 65% higher than overseas check assays |
1990 | Mining ceased and workings flooded. Total ore extracted estimated at approximately100,000t @ 3-4g/t Au |
1992 | Aircore, RC and diamond drilling by East African Mining Corporation (now East Africa Gold Mines Ltd) |
Source: Hellman and Schofield 2007. |
(a) | undertake a preliminary economic assessment on the Buckreef Project and subject to a successful outcome, proceed to a definitive feasibility study; |
(b) | exploration work, |
(b) | new property investigations, and |
(c) | general and administrative costs. |
On November 5, 2010 the Company completed a $4,841,600 private placement with arm’s length third parties for an aggregate 800,000 common shares at the price of $6.052/share and an aggregate 200,000 common share purchase warrants exercisable at the price of $7.309 per share and expiring on October 20, 2012. In addition, the Company paid a finder’s fee payable in 64,000 common shares at the subscription price of $6.052/share. |
On November 23, 2010 the Company completed a private placement with an arm’s length third party and 851,209 common shares at the price of $5.874 per share were issued for proceeds of $5,000,000. 212,802 common share purchase warrants exercisable at the price of $7.05 per share and expiring on November 9, 2012 were issued and 68,097 common shares at the subscription price of $5.874 were issued to arm’s length third parties in respect of the finder’s fee. |
On January 31, 2011 the Company completed a private placement with an arm’s length third party and 690,150 common shares at the price of $5.867 per share were issued for proceeds of $4,049,110. 172,528 common share purchase warrants exercisable at the price of $6.903 per share and expiring on December 22, 2012 were issued and 58,663 common shares at the subscription price of $5.867 was issued to an arm’s length third party in respect of the finder’s fee. |
On August 12, 2011 the Company completed a US$30 million bought deal offering and 5,263,158 Units at a price of US$5.70 per Unit were issued. Each Unit consists of one common share and one common share purchase warrant exercisable at a price of US$6.25 per warrant expiring on August 12, 2013. The Undewriter received a cash commission of 7% of the gross proceeds and 368,421 compensation warrants exercisable at a price of US$5.91 per share expiring on August 12, 2013. |
As of November 23, 2011 the Board resolved that the Company authorize for issuance up to a maximum of 115,000,000 common shares, subject to further resolutions of the Company’s board of directors. |
Option Payments Due by Period (US$) | |||||
Total | Less than 1 year | 2-3 years | 4-5 years | More than 5 years | |
Option Agreement Obligations | $414,000 | $209,000 | $205,000 | $Nil | $Nil |
Name, Municipality of Residence and Position With the Company | Principal occupation or employment and, if not a previously elected director, occupation during the past 5 years | Served as a Director Continuously Since |
James E. Sinclair Sharon, Connecticut President, Chief Executive Officer and Director | President and CEO of the Company | April 30, 2002 |
Joseph Kahama Dar es Salaam, Tanzania Chairman and Chief Operating Officer (Tanzania) and Director | Chairman and COO (Tanzania) of the Company; President, Tanzania American International Development Corporation 2000 Limited | February 29, 2008 |
Dr. Norman Betts Fredericton, New Brunswick Director | Associate Professor, Faculty of Business Administration, University of New Brunswick and a Chartered Accountant | January 4, 2005 |
Anton Esterhuizen Johannesburg, South Africa Director | Managing Director, Pangea Exploration (Pty) | January, 2002 |
William Harvey Sharon, Connecticut Director | Psychologist | April 30, 2002 |
Rosalind Morrow Toronto, Ontario Director | Lawyer; Partner, Borden Ladner Gervais LLP | October 20, 2003 |
Abdulkarim Mruma Dar es Salaam, Tanzania Director | Professor of Geology, University of Dar es Salaam | February 22, 2011 |
Ulrich E. Rath Toronto, Ontario Director | Formerly President and CEO and Director of Chariot Resources Ltd. | October 7, 2003 |
Steven Van Tongeren Yorktown Heights, New York Chief Financial Officer | Chief Financial Officer of the Company | Not a Director Officer |
Peter T. Zizhou Zimbabwe Exploration Manager | Exploration Manager of the Company | Not a Director |
(i) | was subject to an order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer, or chief financial officer; or |
(ii) | was subject to an order (as defined below) that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer, or chief financial officer. |
(i) | a cease trade order; |
(ii) | an order similar to a cease trade order; or |
(iii) | an order that denied the relevant company access to any exemption under securities legislation; |
(a) | any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or |
(b) | any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. |
(i) | is at the date hereof, or has been within the last ten (10) years, a director or executive officer of any company that while the person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets; or |
(ii) | has, within the last ten (10) years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder |
(a) | the Company’s chief executive officer (“CEO”); |
(b) | the Company’s chief financial officer (“CFO”); |
(c) | each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation will be, individually, more than $150,000 for that financial year; and |
(d) | each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year. |
Summary Compensation Table |
Name and Principal Position | Year | Salary ($) | Share-based awards ($) | Option-based awards ($) | Non-equity incentive plan compen- sation ($) | Pension Value ($) | All other compensation ($) | Total compensation ($) | |
Annual incentive plans (RSU) | Long term incen- tive plans (ESOP) | ||||||||
James Sinclair, President and CEO | 2011 2010 2009 | 22,459(8) Nil Nil | Nil Nil Nil | Nil Nil Nil | None None None | None None None | None None None | Nil Nil Nil | 22,459 Nil Nil |
Joseph Kahama,(7) Chairman and COO (Tanzania) | 2011 2010 2009 | 108,327(1)(8) 75,240(2) 56,540 | Nil 168,750(3) (5) (6)* 25,000(4) | Nil Nil Nil | None None None | None None None | None None None | 2,328 Nil Nil | 110,655 243,990 81,540 |
Steven Van Tongeren Chief Financial Officer | 2011 2010 2009 | 75,665(8) N/A N/A | Nil N/A N/A | 8,612 Nil N/A | None None None | None None None | None None None | Nil N/A N/A | 84,277 N/A N/A |
Peter Zizhou, Exploration Manager | 2011 2010 2009 | 155,318(1)(8) 159,631(1)(2) N/A | 34,375 Nil N/A | 12,603 12,720 N/A | None None None | None None None | None None None | 3,236 Nil N/A | 205,532 172,351 N/A |
N/A = Not Applicable |
(1) Includes taxes paid in Tanzania and statutory deductions. |
(2) USD exchange = 1.045 |
(3) Valued at $5.58 per RSU granted on April 26, 2007. |
(4) Valued at $7.18 per RSU granted on April 11, 2006. |
(5) Valued at $5.54 per RSU granted on May 20, 2008. |
(6) Valued at $3.84 per RSU granted on May 27, 2009. |
* Total is combination of 5600 RSUs at $5.58 per RSU, 12,410 RSUs at $5.54 per RSU and 17,903 RSUs at $3.84 per RSU. |
(8) USD exchange = 0.9893 |
Outstanding share-based awards and option-based awards |
Option-based Awards | Share-based Awards | ||||||
Name | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the-money RSUs ($) | Number of shares or units of shares that have not vested (#) | Market or payout value of share-based awards that have not vested ($) | |
James Sinclair, CEO | 2011 2010 2009 | None None None | None None None | Not Applic- able | 187,500 Nil Nil | 29,857 Nil Nil | 187,500 Nil Nil |
Joseph Kahama, President | 2011 2010 2009 | None None None | None None None | Not Applic- able | 193,750 89,515 Nil | 30,852 19,086 Nil | 193,750 89,515 Nil |
Steven Van Tongeren | 2011 2010 2009 | None None None | None None None | Not Applic- able | 325,500 Nil Nil | 49,857 None None | 325,500 None Non |
Peter Zizhou | 2011 2010 2009 | None None None | None None None | Not Applic- able | 64,000 41,090 34,375 | 10,191 8,761 8,952 | 64,000 41,090 34,375 |
Name | Option-based awards – Value vested during the year ($) | Share-based awards – Value vested during the year ($) | Non-equity incentive plan compensation – Value earned during the year ($) |
James Sinclair, CEO | None | Nil | None |
Joseph Kahama, President | None | Nil | None |
Steven Van Tongeren | None | Nil | None |
Peter Zizhou | None | 34,375 | None |
Name | Date of Grant | No. of RSUs(1) | Cash Compensation Election | Vesting Period(3) | Expiration Date |
Norman Betts | May 6, 2011 | 13,429 | Nil | 1 year | May 6, 2012 |
Anton Esterhuizen | May 6, 2011 | 13,429 | Nil | 1 year | May 6, 2012 |
William Harvey | May 6, 2011 | 12,845 | Nil | 1 year | May 6, 2012 |
Joseph Kahama | May 6, 2011 | 30,852 | N/A | 3 years | May 6, 2014 |
Rosalind Morrow | May 6, 2011 | 11,677 | Nil | 3 years | May 6, 2014 |
Abdulkarim Mruma | February 24, 2011 | 4,783(2) | Nil | 1 year | February 24, 2012 |
Abdulkarim Mruma | May 6, 2011 | 8,061 | $25,000 | 1 year | May 6, 2012 |
Ulrich Rath | May 6, 2011 | 8,028 | $25,208 | 1 year | May 6, 2012 |
James Sinclair | May 6, 2011 | 29,857 | N/A | 3 years | May 6, 2014 |
Steven Van Tongeren | Feruary 24, 2011 | 20,000(2) | N/A | 3 years | February 24, 2014 |
Steven Van Tongeren | May 6, 2011 | 29,857 | N/A | 3 years | May 6, 2014 |
Peter Zizhou | May 6, 2011 | 10,191 | N/A | 3 years | May 6, 2014 |
RSUs granted to directors and executive officers as a group: 193,009 |
(1) | Valued at $6.28 per RSU |
(2) | Valued at $6.90 per RSU |
(3) | Subject to the conditions of the Amended RSU Plan with respect to earlier vesting. |
Name | Date of Grant | No. of Shares(1) | Cash Compensation Election | Vesting Period | Expiration Date |
Norman Betts | June 2, 2010 | 17,981 | Nil | 1 year | June 2, 2011 |
Anton Esterhuizen | June 2, 2010 | 17,200 | Nil | 1 year | June 2, 2011 |
William Harvey | June 2, 2010 | 17,200 | Nil | 1 year | June 2, 2011 |
Ulrich Rath | June 2, 2010 | 17,200 | Nil | 1 year | June 2, 2011 |
(1) | Valued at $4.69 per RSU. |
Name | No. of Shares(1) | Date of Grant | Vesting Period | Expiration Date |
Rosalind Morrow | 12,410 | May 20. 2008 | Vested | May 20, 2011 |
(1) Valued at $5.54 per RSU. |
Name | Director/Officer Contribution ($) | Company Contribution ($) | Number of Common Shares Purchased |
Rosalind Morrow | 10,000 | 10,000 | 3,004 |
Steven Van Tongeren | 12,123 | 8,612 | 3,298 |
Peter Zizhou | 20,165 | 12,603 | 5 018 |
Pension Plan Benefits |
The Company has not set aside or accrued any funds for pension, retirement or similar benefits. |
Number of securities to be issued upon exercise of outstanding RSUs | Weighted average exercise price of outstanding RSUs | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |
Plan Category | (a) | (b) | (c) |
Equity compensation plans approved by security holders (Restricted Stock Unit Plan) | 440,932 | $5.551 | 250,813 |
Total | 440,932 | $5.551 | 250,813 |
Name | Fees Earned ($) | RSUs granted(1) (#) | Cash Compensation Election ($) | All Other Compensation (US$) | Total ($) |
Norman Betts | 84,333 | 13,429 | Nil | Nil | 84,333 |
Anton Esterhuizen | 80,666 | 13,429 | Nil | 100,800(3) | 181,466 |
William Harvey | 80,666 | 12,845 | Nil | Nil | 80,666 |
Rosalind Morrow | 73,333 | 11,677 | Nil | Nil | 73,333 |
Abdulkarim Mruma | 108,625 (1)(2) | 12,844 | 25,000 | Nil | 108,625 |
Ulrich Rath | 75,625 | 8,028 | 25,208 | 48,000(3) | 123,625 |
Name | Period | Monthly Retainer (US$) | Total paid to August 31, 2010 (US$) |
Anton Esterhuizen | September 2010 – August 2011 | $8,400 | $100,800 |
Ulrich Rath | September 2010 – August 2011 | $4,000 | $48,000 |
Pension Plan Benefits |
The Company has not set aside or accrued any funds for pension, retirement or similar benefits. |
1.1 | The purpose of the Audit and Compensation Committee is to assist the Board in its oversight of the integrity of the Company's financial statements and other relevant public disclosures, the Company's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal audit function and the external auditors. |
2.1 | The adequacy and form of director and officer compensation is reviewed on an annual basis by the Board. The Audit and Compensation Committee recommends to the Board any adjustments to the compensation payable to directors, officers, and senior staff. The Audit and Compensation Committee meet to discuss salary and bonus incentive matters as required. |
3.1 | All of the members of the Audit and Compensation Committee must be "financially literate" as defined under NI 52-110, Audit Committees, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. |
59
3.2 | The Audit and Compensation Committee shall consist of no less than three Directors. |
3.3 | All of the members of the Audit and Compensation Committee shall be "independent" as defined under NI 52-110. |
4.1 | The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit and Compensation Committee. |
4.2 | The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors. |
4.3 | The Audit and Compensation Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties. |
4.4 | The Audit and Compensation Committee will have direct communications access at all times with the external auditors. |
4.5 | The Audit and Compensation Committee will ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law. |
4.6 | The Audit and Compensation Committee will recommend to the Board of Directors policies for the Company’s hiring of employees or former employees of the external auditors who participated in any capacity in the audit of the Company. |
5.1 | The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit and Compensation Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit and Compensation Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate. |
5.2 | Notwithstanding section 5.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company: |
(i) | acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and |
(ii) | performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company. |
6.1 | The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders. |
6.2 | The Audit and Compensation Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors. |
7.1 | The Audit and Compensation Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit and Compensation Committee. |
8.1 | The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders. |
8.2 | The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada. |
9.1 | The Audit and Compensation Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably. |
10.1 | Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company. |
11.1 | At this time, due to the Company's size and limited financial resources, the Chief Financial Officer of the Company shall be responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate. |
12.1 | The Audit and Compensation Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective. |
13.1 | At this time, due to the Company's size and limited financial resources, the Chief Financial Officer of the Company is responsible for ensuring that the Company's continuous reporting requirements are met and in compliance with applicable regulatory requirements. |
14.1 | The Audit and Compensation Committee may meet with the Auditors independently of the management of the Company at any time, acting reasonably. |
14.2 | The Auditors are authorized and directed to respond to all enquiries from the Audit and Compensation Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company. |
15.1 | The Audit and Compensation Committee Charter will be reviewed annually by the Board of Directors and the Audit and Compensation Committee to assess the adequacy of this Charter. |
16.1 | The Audit and Compensation Committee shall have the power to retain legal, accounting or other advisors to assist the Committee. |
17.1 | The Audit and Compensation Committee will review, investigate and evaluate all reports of fraud and misconduct. Refer to the Company’s Whistle Blower Policy and Procedures. |
18.1 | The Audit and Compensation Committee will review and maintain Accounting Policies including the selection, documentation and changes in Accounting Policies. |
19.1 | The Nominating Committee considers the size of the Board of Directors each year when it considers the number of directors to recommend to shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of view and experience. When a vacancy on the Board arises, the independent directors of the Nominating Committee will be encouraged to bring forward any potential nominees that have the necessary skills and knowledge to serve on the Company’s Board. |
Norman Betts (Chair) | Independent(1) | Financial expert (3) |
Ulrich Rath | Independent(1) | Financially literate(2) |
William Harvey | Independent(1) | Financially literate(2) |
(1) | A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment. |
(2) | An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. |
(3) | An Audit Committee Financial Expert must possess five attributes: (i) an understanding of GAAP and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions. |
Financial Year Ending August 31 | Audit Fees | Audit Related Fees | Tax Fees | Non-Audit Fees |
2011 | Canada - $234,500 Tanzania - $8,000 | Nil Nil | $15,000 $308,000 | Nil Nil |
2010 | Canada - $133,500 Tanzania - $8,000 | Nil Nil | $15,000 Nil | Nil Nil |
Location | Category | Full Time Employees | Temporary Employees | Full Time Consultants | Part Time Consultants |
South Surrey, Canada | Administration | 1 | Nil | Nil | 1 |
Toronto, Canada | Administration | 1 | Nil | Nil | Nil |
Buckreef , Tanzania | Administration | 9 | Nil | Nil | Nil |
Exploration | 63 | 40 | Nil | Nil | |
Dar es Salaam, Tanzania | Administration | 3 | Nil | Nil | Nil |
Exploration | Nil | Nil | Nil | Nil | |
Connecticut, USA | Administration | 1 | Nil | 2 | 1 |
Exploration | Nil | Nil | Nil | Nil |
Name of Owner | Number of Shares Owned | Percentage (1) |
Norman Betts | 33,362 | <0.01% |
Anton Esterhuizen | 76,412 | <0.01% |
William Harvey | 326,013 | 0.32% |
Joseph Kahama | 5,000 | <0.01% |
Rosalind Morrow | 392,070 | 0.39% |
Abdulkarim Mruma | 0 | 0% |
Ulrich E. Rath | 53,677 | <0.01% |
James E. Sinclair | 2,040,143 | 2.04% |
Steven Van Tongeren | 21,757 | <0.01% |
Peter Zizhou | 1,583 | <0.01% |
All directors and named executive officers as a group | 2,950,017 | 2.95% |
(1) | calculation based on 99,992,071shares of common stock outstanding as of October 31, 2011 |
Title of Class | Identity of Holder(2) | Amount Owned | Percent of Class(1) |
Common Shares | Platinum Partners Liquid Opportunity Master Fund L.P. / Platinum Partners Value Arbitrage Fund L.P. | 5,263,158 | 5.26% |
Common Share Purchase Warrants(3) | Platinum Partners Liquid Opportunity Master Fund L.P. / Platinum Partners Value Arbitrage Fund L.P. | 5,263,158 | 5.26% |
(3) | Common Share Purchase Warrants entitle the holder to acquire one common share at an exercise price of US$6.25 expiring on August 12, 2013 |
Jurisdiction Shareholders of Record | Number of Shareholders | Number of Common Shares | Percentage of Total Issued Shares | Percentage of Total Holders |
United States | 1,102 | 39,673,281 | 40% | 84% |
Canada | 136 | 58,589,638 | 59% | 10% |
Other Countries | 80 | 1,495,834 | 1% | 6% |
TOTAL | 1,318 | 99,758,753 | 100% | 100% |
(a) | Consolidated Balance Sheets as of August 31, 2011 and 2010; |
(b) | Consolidated Statements of Operations, Comprehensive Loss and Deficit for the years ended August 31, 2011, 2010 and 2009; |
(c) | Consolidated Statements of Cash Flows for the years ended August 31, 2011, 2010 and 2009; and |
Toronto Stock Exchange (Canadian Dollars) | |||
Last Six Months | High | Low | Volume |
October 2011 | 4.14 | 3.37 | 751,945 |
September 2011 | 5.87 | 3.47 | 1.796,658 |
August 2011 | 6.09 | 5.32 | 1,569,129 |
July 2011 | 6.56 | 5.81 | 978,591 |
June 2011 | 7.55 | 5.83 | 1,,799,396 |
May 2011 | 7.40 | 6.02 | 1,405,139 |
2010-2011 | High | Low | Volume |
Fourth Quarter ended August 31, 2011 | 7.55 | 5.32 | 4,347,116 |
Third Quarter ended May 31, 2011 | 7.40 | 5.88 | 4,305,338 |
Second Quarter ended February 28, 2011 | 7.39 | 5.93 | 4,424,588 |
First Quarter ended November 30, 2010 | 7.79 | 5.74 | 4,882,585 |
2009-2010 | High | Low | Volume |
Fourth Quarter ended August 31, 2010 | 5.98 | 4.51 | 2,819,382 |
Third Quarter ended May 31, 2010 | 5.16 | 4.02 | 4,017,954 |
Second Quarter ended February 28, 2010 | 5.15 | 3.20 | 6,038,868 |
First Quarter ended November 30, 2009 | 4.20 | 2.91 | 13,235,199 |
2008-2009 | High | Low | Volume |
Fourth Quarter ended August 31, 2009 | 4.38 | 3.02 | 4,510,479 |
Third Quarter ended May 31, 2009 | 6.50 | 3.27 | 7,861,353 |
Second Quarter ended February 28, 2009 | 5.95 | 3.25 | 4,942,020 |
First Quarter ended November 30, 2008 | 4.39 | 1.99 | 8,802,819 |
Last Five Fiscal Years | High | Low | |
2011 | 7.79 | 5.32 | |
2010 | 5.98 | 2.91 | |
2009 | 6.50 | 1.99 | |
2008 | 6.52 | 3.79 | |
2007 | 8.24 | 4.72 |
NYSE AMEX (US Dollars) | |||
Last Six Months | High | Low | Volume |
October 2011 | 4.09 | 3.15 | 9,112,587 |
September 2011 | 5.94 | 3.40 | 16,520,357 |
August 2011 | 6.36 | 5.38 | 8,360,346 |
July 2011 | 6.84 | 6.09 | 5,027,183 |
June 2011 | 7.82 | 5.94 | 12,090,253 |
May 2011 | 7.48 | 6.20 | 9,870,703 |
2010-2011 | High | Low | Volume |
Fourth Quarter ended August 31, 2011 | 7.82 | 5.38 | 25,477,782 |
Third Quarter ended May 31, 2011 | 7.48 | 5.95 | 29,742,121 |
Second Quarter ended February 28, 2011 | 7.40 | 5.95 | 30,188,047 |
First Quarter ended November 30, 2010 | 7.57 | 5.46 | 33,640,881 |
2009-2010 | High | Low | Volume |
Fourth Quarter ended August 31, 2010 | 5.63 | 4.33 | 19,323,144 |
Third Quarter ended May 31, 2010 | 5.07 | 3.92 | 19,352,772 |
Second Quarter ended February 28, 2010 | 4.86 | 3.00 | 29,385,355 |
First Quarter ended November 30, 2009 | 3.95 | 2.69 | 30,234,230 |
2008-2009 | High | Low | Volume |
Fourth Quarter ended August 31, 2009 | 4.07 | 2.67 | 17,573,451 |
Third Quarter ended May 31, 2009 | 5.29 | 2.73 | 23,646,159 |
Second Quarter ended February 28, 2009 | 4.77 | 2.50 | 16,773,244 |
First Quarter ended November 30, 2008 | 3.94 | 1.58 | 26,267,688 |
Last Five Fiscal Years | High | Low | |
2011 | 7.82 | 5.38 | |
2010 | 5.63 | 2.69 | |
2009 | 5.29 | 1.58 | |
2008 | 7.25 | 3.55 | |
2007 | 7.24 | 4.44 | |
B. Plan of Distribution
No. of Shares | Amount | |
Total Outstanding as of August 31, 2008 | 88,114,352 | $61,705,400 |
Add: Issued for private placements | 1,456,801 | $5,240,000 |
Issued pursuant to share subscription agreements | 141,809 | $750,000 |
Issued pursuant to Restricted Stock Unit Plan | 69,582 | $416,316 |
Total Outstanding as of August 31, 2009 | 89,782,544 | 68,111,716 |
Add: Issued for private placements, net | 1,462,584 | 3,984,479 |
Issued pursuant to Restricted Stock Unit Plan | 148,165 | 664,115 |
Issued for Commitment and Agent’s Fees | 22,166 | 95,000 |
Total Outstanding as of August 31, 2010 | 91,415,459 | 72,855,310 |
Add: Issued for private placements, net | 2,532,119 | 12,912,783 |
Issued pursuant to share subscriptions agreement | 144,430 | 800,000 |
Issued pursaunt to Restricted Stock Unit Plan | 136,408 | 681,339 |
Issued on conversion of convertible debt agreement | 247,173 | 971,107 |
Issued for acquisition of property | 20,006 | 97,035 |
Issued for Prospectus | 5,263,158 | 22,354,127 |
Total Outstanding as of August 31, 2011 | 99,758,753 | 110,671,701 |
· | the name of the Company was changed to “Tan Range Exploration Corporation”; |
· | the restriction on the transfer of shares was removed; and |
· | a new paragraph regarding the appointment of additional directors was added as follows: |
“(b) | The Directors, may, between annual general meetings, appoint one or more additional directors of the Company to serve until the next annual general meeting, but the number of additional Directors shall not at any time exceed one-third (1/3) of the number of Directors who held office at the expiration of the last annual meeting of the corporation.” |
· | the provisions of the Articles authorizing the issue of Class “B” Voting shares, Class “C” Non-Voting shares and Class “D” Preferred shares were deleted; |
· | Class “A” voting shares were redesignated as common shares; and |
· | a provision was added to allow meetings of shareholders to be held outside Alberta in either of the cities of Vancouver, British Columbia or Toronto, Ontario. |
· | the name of the Company was changed to its present name, “Tanzanian Royalty Exploration Corporation”. |
· | Pursuant to Section 173(1)(l) of the Business Corporations Act (Alberta), Item 5 of the Articles of the Company was amended by changing the maximum number of directors from 9 to 11. |
Date | Names of Parties | Description of General Nature of the Contract | Consideration Paid; Terms and Conditions |
October 25, 2011 | State Mining Corporation (Stamico) and the Company | Joint Venture Agreement for the development of the Buckreef Gold Project | Through its wholly-owned subsidiary, Tanzania American International Development Corporation 2000 Limited (Tanzam), the Company will hold a 55% interest in the joint venture company, Buckreef Gold Company Limited, with Stamico holding the remaining 45%. |
December 16, 2010 | State Mining Corporation and the Company | Heads of Agreement | $3,000,000 for 55% interest in the Buckreef Project |
August 24, 2010 | James E. Sinclair and the Company | Subscription Agreement for purchase of 144,430 common shares | $5.539 per share for a total of $800,000 |
March 27, 2009 | James E. Sinclair and the Company | Subscription Agreement for purchase of 248,139 common shares | $6.05 per share for a total of $1,500,000 |
February 23, 2009 | James E. Sinclair and the Company | Subscription Agreement for purchase of 189,036 common shares | $5.29 per share for a total of $1,000,000 |
February 1, 2009 | James E. Sinclair and the Company | Subscription Agreement for purchase of $3,000,000 worth of common shares over a two year period. | The pricing of each quarterly tranche will be based on the weighted average trading price of the Company’s common shares for the last five consecutive trading days of each quarterly period, or the closing price on the last trading day of each quarterly period, whichever is greater. |
(i) | maximum Corporate Tax Rate of 30% (Residents and Non Residents) |
(ii) | Withholding Tax on Dividends = 10% |
(iii) | Withholding Tax on Interest = 10% |
(iv) | 50% write – off of capital expenditure incurred during the year of expenditure of the project. |
(v) | Carry forward of losses for unlimited period of time. |
- | an insurance company; |
- | a tax-exempt organization; |
- | a financial institution; |
- | a person subject to the alternative minimum tax; |
- | a person who is a broker-dealer in securities; |
- | an S corporation; |
- | an expatriate subject to Section 877 of the Code; |
- | an owner of, directly, indirectly or by attribution, 10% or more of the outstanding common shares; or |
- | an owner holding common shares as part of a hedge, straddle, synthetic security or conversion transaction. |
Taxable Supplies | Rate |
Supply of goods and services in Mainland Tanzania | 18% |
Import of goods and services in Mainland Tanzania | 18% |
Export of goods and services from Mainland Tanzania | 0% |
Resident | Non-Resident | |
Dividend | 10% | 10% |
Interest | 10% | 10% |
Royalties | 0% | 15% |
Management Fees | 0% | 15% |
Professional Fees | 5% | 15% |
Rent, Premium for Use of Property | 10% | 15% |
Pension/Retirement Annuity | 10% | 15% |
Resident | Non-Resident | |
Technical Services to Mining Operations | 5% | 15% |
Management Fee | 5% | 15% |
Interest on Loans* | 0% | 0% |
Companies listed on the Dar es Salaam Stock Exchange enjoy a preferential withholding tax on 5% on dividends. |
* | In respect of mining companies having loans acquired at arm’s length before July 1, 2001. 10% applies to interest on all other loans. |
(i) | 100% write off of capital expenditure in the year of Income of expenditure. |
(ii) | Indefinite carry forward of losses. |
(iii) | 15% additional Capital Expenditure on unredeemed qualifying Capital Expenditure for Mining Operators who had entered into Agreement with the Government before 1st July 2001, under the Mining Acts. |
(iv) | Withholding tax on dividends and branch profits at 10% |
(v) | Withholding tax on interest at 10% |
(vi) | Corporate tax rate maximum at 30% |
Not Applicable. |
2011 | |
Canadian Dollar | 25% |
U.S. Dollar | 50% |
Tanzanian Schilling | 25% |
Total: | 100% |
2007 | 2008 | 2009 | 2010 | 2011 (Average to August 31) |
$695.39 | $871.96 | $972.35 | $1,224.53 | $1,499.33 |
Fiscal Year Ending August 31 | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees |
2011 | Canada – $234,500 Tanzania – 8,000 | Nil Nil | Nil Nil | Nil Nil |
2010 | Canada - $133,500 Tanzania - $8,000 | Nil Nil | $15,000 Nil | Nil Nil |
Exhibit No. 1.1 | Name Articles and Bylaws of Tan Range Exploration Corporation, as amended.(1) | |
1.2 | Certificate of Amendment for Change of Name dated February 28, 2006 (6) | |
1.3 | Certificate of Amendment and Registration of Restated Articles dated March 7, 2008 for increase in the maximum number of directors to eleven (6) | |
2.1 | Employee Share Ownership Plan (2003) (1) | |
2.2 | 2001 Stock Option Plan (1) | |
2.3 | Shareholder Rights Plan(2) | |
2.4 | Restricted Stock Unit Incentive Plan(4) | |
2.5 | ||
4.1 | Subscription and Property Option Agreement dated May 31, 1999 between the Company and Barrick Gold Corporation (2) | |
4.2 | Option Agreement dated December 14, 2001 between Tanzam 2000 Limited and Barrick Exploration Africa Limited(2) | |
4.3 | Letter of Intent dated January 20, 2003 between the Company and Northern Mining Explorations Ltd., as amended by Letter Agreement dated March 18, 2003(2) | |
4.4 | Letter of Intent dated July 21, 2003 between the Company and Ashanti Goldfields (Cayman) Limited (2) | |
4.8 4.9 | Option Agreement dated September 7, 2004 between the Company and Northern Mining Explorations Ltd. (3) Purchase and Sale Agreement dated September 26, 2006 between the Company and Ashanti Goldfields (Cayman) Limited (4) | |
4.10 | Option and Royalty Agreement dated January 25, 2007 between the Company and Sloane Developments Ltd.(5) | |
4.12 | March 27, 2009 Subscription Agreement for purchase of 248,139 common shares with James E. Sinclair(6) | |
4.13 | February 23, 2009 Subscription Agreement for purchase of 189,036 common shares with James E. Sinclair(6) | |
4.14 | February 1, 2009 Subscription Agreement for purchase of $3,000,000 of common shares with James E. Sinclair(6) | |
4.15 | August 24, 2010 Subscription Agreement for purchase of 144,430 common shares with James E. Sinclair(7) | |
4.16 | ||
4.17 | ||
8.1 | List of Subsidiaries(6) | |
12.1 | ||
12.2 | ||
13.1 | ||
15.1 | ||
15.2 |
(1) | Previously filed on Form 20-F filed with the SEC on March 15, 2004 |
(2) | Previously filed on Amendment No. 1 to Form 20 with the SEC on June 28, 2004 |
(3) | Previously filed on Form 20-F with the SEC on February 10, 2005 |
(4) | Previously filed on Form 20-F with the SEC on November 30, 2006 |
(5) | Previously filed on Form 20-F with the SEC on November 30, 2007 |
(6) | Previously filed on Form 20-F with the SEC on November 25, 2009 |
(7) | Previously filed on Form 20-F with the SEC on November 30, 2010 |
TANZANIAN ROYALTY EXPLORATION CORPORATION | |||
Date December 12, 2011 | By: | /s/ “James E. Sinclair” | |
James E. Sinclair, | |||
President and Chief Executive Officer | |||
(Principal Executive Officer) |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |