UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC   20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File No. 001-32500

TANZANIAN GOLD CORPORATION

(Translation of registrant’s name into English)

#202, 5626 Larch Street, Vancouver, British Columbia, V6M 4E1  Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under the cover Form 20-F or Form 40-F

Form 20-F x

 Form 40-F  o

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): o

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):   o

Documents included as part of this Report:

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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 GOLD CORPORATION

(Registrant)

By:	/s/ Donna M. Moroney
	Donna M. Moroney
	Corporate Secretary

Date:	May 5, 2020

CONNECTICUT OFFICE:

VANCOUVER OFFICE:

PO Box 577

#202, 5626 Larch Street

Sherman, CT

Vancouver, BC

U.S.A. 06784

Canada  V6M 4E1

Phone: 1.844.364.1830

Toll Free :  1.844.364.1830

Fax : 1.860.799.0350

www.tangoldcorp.com

PwC to assist project financing for gold mining at Buckreef

For Immediate Release  

  May 5, 2020 

VANCOUVER (GlobeNewswire) - Tanzanian Gold Corp. (TSX:TNX) (NYSE American: TRX) with gold mining projects at Buckreef in Tanzania, is pleased to announce the engagement of PricewaterhouseCoopers Corporate Finance Inc. ("PwCCF") to assist in securing project financing for construction of two gold mining projects at Buckreef. In the last 10 years, PwCCF provided financial advice on over 4,000 transactions globally and in 2019, was ranked first by deal count by Mergermarket with over 569 deals completed. 

PwCCF Advisory Mandate: 

PwCCF has a global network of more than 3,000 professionals across 60 countries that provide a full range of debt, capital and other advisory services; including but not limited to debt and equity raising, debt refinancing, public-private partnership arrangements, mining finance (royalties, streams gold loans, etc.)  and complex procurement, across all industry sectors, to corporations, private equity firms, public sector bodies, sovereign wealth and other investment funds. 

States James Sinclair, Executive Chairman of Tanzanian Gold Corporation “ We have engaged a very talented international finance team with a world recognized ability to help us bring our two gold mining projects at Buckreef into production ” Mr. Sinclair goes on to state that “The PwCCF team has worked for several months conducting extensive due diligence and we look forward to working with them during this exciting period”. 

Mr. Stephen Mullowney, PwCCF's Managing Director of Corporate Finance commented, "We are pleased to be working with Tanzanian Gold to arrange project mining financing of two gold mining operations. Buckreef is uniquely positioned with a significant high-grade resource of +2.0 million ounces of gold, with a shovel ready oxide project and a sulphide project fast tracking through a Bankable Feasibility Study.”

 About Tanzanian Gold Corporation 

Tanzanian Gold Corporation is building a world class gold mine at the Buckreef Project in Tanzania. An ongoing drill program along the continuously mineralized 1.2km long Buckreef Shear Zone has, to date, more than doubled the size of measured and indicated resources to 2.3 million ounces of gold. NI 43-101 compliant exploration mining targets contain the

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potential to add up to another 2 million ounces of gold to the Buckreef resources. Tanzanian Gold is rapidly advancing on three value-creating tracks, simultaneously: 1. Gold production from an oxide processing plant to begin by the middle of May , to operate as a stand-alone plant and mine, separately from the full life of the larger mining and gold sulphide processing operation; 2. The company moves to Final Feasibility for the gold sulphide  operation at Buckreef and now proposes a design more than 3 times larger than modelled in the Pre-Feasibility Study of 2018, and which could produce 150,000 to 175,000 ounces of gold annually. 3. The company has begun Ultra-Deep Drilling and completed a Level 1 stope design to consider an underground gold mining component at Buckreef.  See https://www.tangoldcorp.com/wp-content/uploads/2020/04/200424-TNX-NR.pdf 

Respectfully Submitted,

 

“James E. Sinclair” 

James E. Sinclair

Executive Chairman

For further information, please contact Michael Martin, Investor Relations, via email at m.martin@tangoldcorp.com, direct line 860-248-0999, or visit the Company website at www.tangoldcorp.com

The Toronto Stock Exchange and NYSE MKT LLC 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 limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. We use certain terms on this news release, such as “reserves”, “resources”, “geologic resources”, “proven”, “probable”, "measured", "indicated", or "inferred" which may not be consistent with the reserve definitions established by the SEC.  U.S. Investors are urged to consider closely the disclosure in our SEC filings.  You can review and obtain copies of these filings from the SEC's website at http://www.sec.gov/edgar.shtml

This news release contains certain forward-looking statements and forward-looking information. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario provincial securities regulatory authorities.

Certain information presented in this release may constitute “forward-looking statements” within the meaning of the Private 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 SEC filings, including our annual report on Form 20-F and Registration Statement on Form F-10, as amended, for more information concerning these risks, uncertainties, and other factors.