TRX GOLD Corp — Major Shareholding Notification 2012

Mar 1, 2012

SC 13G/A 1 form13g.htm PLATINUM PARTNERS LIQUID OPPORTUNITY MASTER FUND L.P. SC 13G A # 1 03-01-2012 form13g.htm Licensed to: Thomson Reuters Document Created using EDGARizer 2020 5.4.2.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No 1)

Tanzanian Royalty Exploration Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

87600U104

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

CUSIP No. 87600U104

(1) EFPlaceholder Names of Reporting Persons.

Platinum Partners Liquid Opportunity Master Fund L.P.

(2) EFPlaceholder Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) x

(3) EFPlaceholder SEC Use Only.

(4) EFPlaceholder Citizenship or Place of Organization.

Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 1,578,947 (6) Shared Voting Power: 0 (7) Sole Dispositive Power: 1,578,947 (8) Shared Dispositive Power: 0

(9) EFPlaceholder Aggregate Amount Beneficially Owned by Each Reporting Person.

1,578,947 Common Share Purchase Warrants.

(10) EFPlaceholder Check if the Aggregate Amount in Row 9 Excludes Certain Shares. o .

(11) EFPlaceholder Percent of Class Represented by Amount in Row 9.

1.6%

(12) EFPlaceholder Type of Reporting Person (See Instructions).

EFPlaceholder PN

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CUSIP No. 87600U104

(1) Names of Reporting Persons.

Platinum Partners Value Arbitrage Fund L.P.

(2) Check the Appropriate Box if a Member of a Group (See Instructions).

(a) o

(b) x

(3) SEC Use Only.

(4) Citizenship or Place of Organization.

Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 2,796,285 (6) Shared Voting Power: 0 (7) Sole Dispositive Power: 2,796,285 (8) Shared Dispositive Power: 0

(9) Aggregate Amount Beneficially Owned by Each Reporting Person.

2,796,285 Common Shares.

(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. o

(11) Percent of Class Represented by Amount in Row 9.

2.8%

(12) Type of Reporting Person (See Instructions).

PN

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ITEM 1.

EFPlaceholder (a) Name of Issuer.

EFPlaceholder Tanzanian Royalty Exploration Corporation

(b) Address of Issuer's Principal Executive Offices.

EFPlaceholder

404-1688 152nd Street

South Surrey, BC V4A 4N2

Canada

ITEM 2.

EFPlaceholder (a) Name of Person Filing.

(b) Address or Principal Business Office or, if none, Residence.

EFPlaceholder (c) Citizenship or Place of Organization.

EFPlaceholder

Platinum Partners Liquid Opportunity Master Fund L.P.

152 West 57 th Street, 4 th Floor

New York, NY 10019

Cayman Islands

Platinum Partners Value Arbitrage Fund L.P.

152 West 57 th Street, 4 th Floor

New York, NY 10019

Cayman Islands

(d) Title of Class of Securities.

Common Shares

EFPlaceholder

(e) CUSIP No.

EFPlaceholder

87600U104

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) o Broker or dealer registered under section 15 of the Act.

(b) o Bank as defined in Section 3(a)(6) of the Act.

(c) o Insurance company as defined in Section 3(a)(19) of the Act.

(d) o Investment company registered under section 8 of the Investment Company Act of 1940.

(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

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(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

ITEM 4. Ownership.

Platinum Partners Liquid Opportunity Master Fund L.P.

(a) Amount Beneficially Owned: 1,578,947 Common Share Purchase Warrants.

(b) Percent of class: 1.6%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 1,578,947

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,578,947

(iv) Shared power to dispose or to direct the disposition of: 0

Platinum Partners Value Arbitrage Fund L.P.

Amount Beneficially Owned: 2,796,285 Common Shares.

(b) Percent of class: 2.8%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 2,796,285

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 2,796,285

(iv) Shared power to dispose or to direct the disposition of: 0

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x .

ITEM 6. Ownership of More than 5 Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A

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ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A

ITEM 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. Joint Filing Agreement previously filed .

ITEM 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. N/A

ITEM 10. Certifications

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.

Dated: February 29, 2012

PLATINUM PARTNERS LIQUID OPPORTUNITY MASTER FUND L.P.

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

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PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P.

By: /s/ OLIVER JIMENEZ
Name: Oliver Jimenez
Title: Chief Compliance Officer

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