SecProbe.io

February 12, 2020
Marco Guidi
Chief Financial Officer
Tanzanian Gold Corporation
22 Adelaide Street West, Suite 3400
Toronto, Ontario M5H 4E3 Canada
Re:Tanzanian Gold Corporation
Form 20-F for the Fiscal Year ended August 31, 2019
Filed December 2, 2019
File Number 001-32500
Dear Mr. Guidi:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended August 31, 2019 Filed December 2, 2019
Information on the Company, page 17
1.Please expand your disclosure of material information about reserves to include the cut-
off grade and mineral price assumptions for all of the mineral resources and mineral
reserves that you report, consistent with Instruction 1(a) to Item 4.D of Form 20-F.
2.Please separate your Buziba project mineral resources estimate on page 29 into measured,
indicated, and inferred resource classifications, based on the appropriate level of
geological knowledge and confidence.
3.Please expand your disclosure on page 40, regarding your 55% interest in the joint venture
company Buckreef Gold Limited, to describe all material terms of the arrangement,
including capital contribution requirements for you and your joint venture partner.

Also describe the extent of progress, relative to the preliminary economic assessment,
feasibility study, and mine development requirements mentioned on page 28 of your

 FirstName LastNameMarco Guidi
 Comapany NameTanzanian Gold Corporation
 February 12, 2020 Page 2
 FirstName LastNameMarco Guidi
Tanzanian Gold Corporation
February 12, 2020
Page 2
financial statements. Given your description of the obligation clause pertaining to the
required commissioning date for the plant, you should discuss the implications of not
having made all of the payments that were necessary to extend the time-frame beyond
December 31, 2015, as indicated in your disclosure, particularly as may relate to the
retention or forfeiture of your interest in the project.

Exhibit 15.1
Consolidated Financial Statements
Note 21 - Gold Bullion Loans, page 46
4.We note that your gold loans, amounting to $4,998,127 as of August 31, 2019, are
accounted for at amortized cost.  You disclose in Note 11 that the carrying value of the
gold loans approximates fair value “because of the limited terms of these instruments,”
although you have a practice of extending the terms for repayment.

We understand that you are borrowing the commodity and are subject to one of three
repayment scenarios, as may be elected by the lender, to (i) return the gold, (ii) pay in
cash the loan value set on the loan commitment date, or (iii) issue shares to settle the loan
value set on the loan commitment date, using a stated/fixed price for the shares.

Please disclose your accounting policy for the embedded derivatives along with your
rationale.  Please clarify how each of the repayment scenarios have been considered in
formulating your policy, and submit an analysis of your application of IFRS 9.

Please also disclose how you are handling and accounting for the gold received when
originating the loans, including the length of time that gold is retained, and the manner by
which you exchange or utilize the gold to fund your operations.

5.Please reconcile your disclosure on page 46 where you state, "if the bullion loans are paid
back by bullion, the valuation date of such bullion will be the date of the loan
agreements," with loan provisions indicating you would need to return the same quantity
of gold that is borrowed, with varying degrees of specificity as to the form.
             In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Lily Dang at (202) 551-3867 or Jenifer Gallagher at (202) 551-3706 if
you have questions regarding comments on the financial statements and related matters.  You
may contact John Coleman - Mining Engineer at (202) 551-3610 if you have questions regarding
the engineering comments.  Please contact Karl Hiller - Branch Chief at (202) 551-3686 with any
other questions.

 FirstName LastNameMarco Guidi
 Comapany NameTanzanian Gold Corporation
 February 12, 2020 Page 3
 FirstName LastName
Marco Guidi
Tanzanian Gold Corporation
February 12, 2020
Page 3
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation