Filing Details

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. n/a)*

 

Tanzanian Royalty Exploration Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

87600U104

(CUSIP Number)

September 26, 2016

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.	¨ Rule 13d-1(b)
b.	x Rule 13d-1(c)
c.	¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No.

Y8897Y701

 

 

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Crede CG III, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person    1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   9.99% (See Item 4)*
12.	Type of Reporting Person (See Instructions)
	OO

 

* As more fully described in Item 4, the Convertible Note, the Series A Warrant and the Series B Warrant are each subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of common shares of the issuer that would be issuable upon full conversion of the Convertible Note and full exercise of the Series A Warrants and the Series B Warrants and do not give effect to such blockers. Therefore, the actual number of common shares of the issuer beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9). 

 

CUSIP No.

87600U104

 

 

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Crede Capital Group, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person    1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   9.99% (See Item 4)*
12.	Type of Reporting Person (See Instructions)
	HC

 

* As more fully described in Item 4, the Convertible Note, the Series A Warrant and the Series B Warrant are each subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of common shares of the issuer that would be issuable upon full conversion of the Convertible Note and full exercise of the Series A Warrants and the Series B Warrants and do not give effect to such blockers. Therefore, the actual number of common shares of the issuer beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No.

87600U104

 

 

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Acuitas Group Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization
	California

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person    1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   9.99% (See Item 4)*
12.	Type of Reporting Person (See Instructions)
	HC

 

* As more fully described in Item 4, the Convertible Note, the Series A Warrant and the Series B Warrant are each subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of common shares of the issuer that would be issuable upon full conversion of the Convertible Note and full exercise of the Series A Warrants and the Series B Warrants and do not give effect to such blockers. Therefore, the actual number of common shares of the issuer beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No.

87600U104

 

 

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only)
	Terren S. Peizer
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization
	United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person    1,840,400 common shares 5,357,143 common shares issuable upon conversion of the Convertible Note (See Item 4)* 1,840,400 common shares issuable upon exercise of the Series A Warrants (See Item 4)* 4,017,857 common shares issuable upon exercise of the Series B Warrants (See Item 4)*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.	Percent of Class Represented by Amount in Row (9)   9.99% (See Item 4)*
12.	Type of Reporting Person (See Instructions)
	IN

 

* As more fully described in Item 4, the Convertible Note, the Series A Warrant and the Series B Warrant are each subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of common shares of the issuer that would be issuable upon full conversion of the Convertible Note and full exercise of the Series A Warrants and the Series B Warrants and do not give effect to such blockers. Therefore, the actual number of common shares of the issuer beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

 

Item 1(a).

Name of Issuer:

 

Tanzanian Royalty Exploration Corporation (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

82 Richmond Street East

Toronto, Ontario

M5C 1P1

 

Item 2(a).

Name of Person Filing:

 

Item 2(b).

Address of Principal Business Offices or, if none, Residence:

 

Item 2(c).

Citizenship:

 

This Schedule 13G is being filed on behalf of (i) Crede CG III, Ltd., a Bermuda exempted company (“Crede CG III”), (ii) Crede Capital Group, LLC, a Delaware limited liability company (“Crede Capital”), (iii) Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”), and (iv) Terren S. Peizer, an individual who is a citizen of the United States of America (“Mr. Peizer,” together with Crede CG III, Crede Capital and Acuitas, the “Reporting Persons”).

 

The sole stockholder of Crede CG III is Crede Capital. Acuitas holds all of the membership interests of Crede Capital and Mr. Peizer holds all of the membership interests of Acuitas. Voting and dispositive power with respect to the shares held by Crede CG III is exercised by Mr. Peizer, the sole and Managing Member of Acuitas, Crede Capital and Managing Director of Crede CG III, who acts as investment advisor to these entities. Mr. Peizer, Acuitas and Crede Capital disclaim beneficial ownership with respect to the shares held by Crede CG III.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

 

The principal business office of the Crede CG III is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The principal business office of each of Crede Capital, Acuitas and Mr. Peizer is 11601 Wilshire Blvd, Suite 1100, Los Angeles, CA 90025.

 

Item 2(d).

Title of Class of Securities:

 

Common Shares

 

Item 2(e).

CUSIP Number:

 

87600U104

 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a), (b), and (c):

 

The information required by Items 4(a) – (c), as of immediately following the closing of the second tranche of financing on September 26, 2016, pursuant to the Securities Purchase Agreement between Crede CG III and the Issuer dated September 1, 2016 (the “Purchase Agreement”), is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 109,079,364 shares of common shares issued and outstanding as of September 12, 2016, and assumes the conversion of the convertible note (the “Convertible Note”) and the exercise of the Series A warrants (the “Series A Warrants”) and the Series B warrants (the “Series B Warrants”), subject to the Blockers (as defined below). The Convertible Note, the Series A Warrants and the Series B Warrants were issued pursuant to the Purchase Agreement.

 

Pursuant to the terms of the Convertible Note, the Series A Warrants and the Series B Warrants, each Reporting Person cannot convert the Convertible Note or exercise the Series A Warrants or the Series B Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of September 26, 2016, each Reporting Person was not able to convert the Convertible Note in full or exercise all of the Series A Warrants and the Series B Warrants due to the Blockers.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable

 

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 23, 2018

 

	CREDE CG III, LTD
	By:	/s/ Terren S. Peizer
		Terren S. Peizer, Managing Director
	CREDE CAPITAL GROUP, LLC
	By:	/s/ Terren S. Peizer
		Terren S. Peizer, Managing Member
	ACUITAS GROUP HOLDINGS, LLC
	By:	/s/ Terren S. Peizer
		Terren S. Peizer, Managing Member
	/s/ Terren S. Peizer
	Terren S. Peizer