Authorization

Tanzanian Gold Reports Annual Meeting Voting Results

TORONTO, Feb. 26, 2021 (GLOBE NEWSWIRE) -- Tanzanian Gold Corporation (TSX:TNX)(NYSE MKT:TRX) (the "Company") announces the voting results from its 2021 annual general and special meeting held on February 25, 2021.
A total of 61,239,388 common shares were voted representing 29.28% of the issued and outstanding common shares of the Company. Shareholders voted in favour of all items of business before the Meeting, as follows:

Item Voted Upon



Result of Vote



Set the number of directors at six





Votes For



Votes Against



48,671,309 (97.21%)



1,395,199 (2.79%)



Appoint James E. Sinclair as director





Votes For



Votes Withheld



48,827,174 (97.53%)



1,239,334 (2.47%)



Appoint Norman Betts as director





Votes For



Votes Withheld



50,042,466 (99.95%)



24,042 (0.05%)



Appoint William Harvey as director





Votes For



Votes Withheld



49,959,718 (99.79%)



106,970 (0.21%)



Appoint Rosalind Morrow as director





Votes For



Votes Withheld



50,053,073 (99.97%)



13,435 (0.03%)



Appoint Andrew Cheatle as director





Votes For



Votes Withheld



48,788,524 (97.45%)



1,277,984 (2.55%)



Appoint Stephen Mullowney as director





Votes For



Votes Withheld



48,778,524 (97.43%)



1,287,984 (2.57%)



Appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as auditors and authorize the directors to fix the remuneration of the auditors.





Votes For



Votes Withheld



60,889,068 (99.80%)



121,306 (0.20%)



Approval of Shareholder Rights Plan





Votes For



Votes Against



48,781,324 (97.43%)



1,285,184 (2.57%)

Adoption of Shareholder Rights PlanThe Shareholder Rights Plan (the a??Plana??) will ensure the fair and equal treatment of shareholders in connection with any takeover bid for common shares of the Company (the a??Common Sharesa??). The Plan is similar to rights plans adopted by other companies and has not been adopted in response to any pending or threatened takeover bid for the Company nor is the Company aware of any such effort. The primary objective of the Plan is to provide shareholders with adequate time to properly assess a takeover bid without undue pressure. It will also provide the Companya??s board of directors (the a??Boarda??) with more time to fully consider an unsolicited takeover bid and, if considered appropriate, to identify, develop and negotiate other alternative to maximize shareholder value.The rights issued under the Plan will become exercisable only when a person (an a??Acquiring Persona??), including any party related to it, acquires or announces its intention to acquire beneficial ownership of Common Shares, which when aggregated with its current holdings total 20% or more of the outstanding Common Shares without complying with the "Permitted Bid" provisions of the Plan or without approval of the Board. In the event a takeover bid does not meet the Permitted Bid requirements of the Plan, the rights will entitle shareholders, other than the Acquiring Person, to purchase additional Common Shares at a substantial discount to the market price of the Common Shares at that time.
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