Tanzania Royalty Exploration Corporation Busolwa Buziba Joint Venture

Tanzania Royalty Exploration Corporation Busolwa – Buziba Joint Venture Proposal To Raise Financing for Development / Construction of Commercially Minable Gold Deposit February 2014

Deal Highlights • Tanzanian Royalty Exploration Corporation (TSX: TNX / NYSE MKT LLC: TRX) and Allied Gold Corp. (“AGC”) of Dubai announced signing of letter of intent to accelerate development of a commercially producing mine on the area known as Buziba / Busolwa in Tanzania. • Through its Buckreef Gold Company Limited (BGCL) JV with Stamico, the Company will hold 40% interest in New JV with AGC holding remaining 60%. • JV will Accelerate development and Financing of 2 Significant Mineable Gold Deposits. • TRX RELIEVED OF RAISING ADDITIONAL FINANCING

Project Highlights • The combined Buziba / Busolwa Project contains significant National Instrument 43 -101 compliant gold resources now being compiled for inclusion in Pre Feasibility study nearing completion. • Integrated project results in significant synergies for Low-cost early Production maximizing shareholder value. • Increased gold resource potential from significantly expanded license area and limited depth drilling to date. • Only minimal start up cash investment by TRX as Capital Funding to be arranged by Allied. • Allows TRX to accelerate and focus resources on development of Buckreef Main and other key Projects in the pipeline • Allied to seek funding in early 2014 to conclude Feasibility Study and all project Financing. • tal

Proposed Structure Assets Operations • Signed Letter of Intent Allied, TRX and Stamico • Sign Definitive Contract • Establish Joint Venture Company and issue shares • BCG vends Buziba license into JVC and Allied vends Busolwa licenses into JVC • JVC to be funded in proportion to equity holdings with minimal initial capital injection • Executive Management Team from Allied responsible for Financing. BGC Buziba License Busolwa Licenses Joint Venture Company Allied and BGCL Allied to Arrange financing 4 Funding and Mine Development

Profile Allied Gold Corp • Allied Gold Corp. is a gold exploration and development company focused on Sub-Saharan Africa. The company is part of the Allied Resources Group, a natural resources group with offices in Dubai and Sydney. Allied Gold Corp's business model involves building value by identifying and acquiring gold resources, developing these into reserves and then producing gold. • The Company's Head Office is in Dubai. African operations are run from an office in Dar es Salaam in Tanzania. • Allied Gold Corp. invests in projects worldwide but its current focus is on Sub-Saharan Africa and Tanzania. • The Company has been actively involved in Tanzania for years with established operating facilities and Experienced staff. • Key relationships extend to Sovereign Wealth Funds and large financial institutions in the Middle East, Europe and United States.

Management Allied Management Team Justin began his career in an advisory capacity with HSBC. His entire career has been focused on Africa, during which time he has been engaged in both a principal and advisory capacity in the petroleum and mining sectors. Justin founded Mr Justin Dibb Dominion Petroleum Limited and in his capacity as Managing Director acquired seven assets for Dominion in Tanzania, Uganda and the Democratic Republic of the Congo. Dominion was listed on the AIM market of the London Stock Exchange in 2006 with a market capitalisation of US $240 million and raised US $140 million. Phillip has over 15 years of capital markets experience in the natural resources sector, having raised and advised on over $650 m worth of equity, debt and convertible transactions. He has raised Capital for Adamus Resources, Sundance Mr Phillip Shamieh Resources and many other mining companies. Phillip has a transaction record with Sovereign Wealth Funds, Industrial Conglomerates, and Pension and Endowment Funds. He holds a BA in Commerce from Sydney and a post-graduate degree in Applied Finance and Investments from the Securities Institute of Australia Andrew has thirty years of experience in the mining and petroleum exploration and development industries and has Exploration Dr Andrew Robinson held key positions in Billiton, BP Minerals and BP Exploration where he worked on and ran exploration and development projects including gold, base metals and uranium. He is a geologist of international repute with more than thirty papers published in major scientific journals and three textbooks to his name and has been responsible for significant advances in the fields of lead-zinc mineralisation and regional geology. In 2004, Andrew co-founded Dominion Petroleum Limited with Justin Dibb, becoming Exploration & Production Director. He holds a BA in geology from Oxford University and post-graduate degrees from Toronto and Reading Universities Exploration Greg Winch Geologist with 22 years of experience, 17 in Africa. Senior geologist at Golden Pride Mine (Tanzania), exploration manager and Director for Equinox (Zambia) and Centamin (Ethiopia) 6

East Africa’s Large Gold Belt - Tanzania § § 1. 5 Moz/year mined Africa’s third largest gold producer Numerous major producing mines 25 -30 Moz of gold immediately around BUSOLWA/BUSIBA within the same Greenstone Belt § § Nyanzaga 4 Moz 30 km from the largest gold mine in Africa (Geita) § Tanzania has many significant undeveloped gold properties with Resources that could be brought to production quickly Many explorers underfunded leading to deal flow 7 Tulawaka 3 Moz Bulyanhulu Buzwagi Tulawaka Buckreef § § North Mara 4 Moz Geita 25 Moz Bulyanhulu 20 Moz Golden Pride 2 Moz BUSOLWA Buzwagi 4 Moz ADVANCED GOLD PROJECT - TANZANIA Lake Victoria Goldfield, Tanzania Scale (km) 0 100

Mineralization Continues at Depth • • • 17 out of 1, 134 holes drilled to >150 m (around 130 m below surface) Deepest drill hole 200 m 15 had significant intersections below 120 m Drilling and Resource previously limited to around 110 m below surface Open at depth 9 PROJECT GROWTH

Assets – Combined Value Drivers Geology Licensing Joint Venture Company 100% Logistics Airstrip, offices, 25 person camp established Further infrastructure development supported by control of surrounding licenses. total area 93 km 2 Space to mine: total license holding 98 km 2 Scale: one management team, one camp, one plant Capacity to incorporate into Ausenco Pre-Feasibility Study Due March 2014 Economics Tenure Map Ample Space for Mine 5 km Significant Exploration Upside Near Mine 10 Integrated development maximises value

Busolwa / Buziba Cost Advantages • • 11 Mining – Simple open pit – Ore to surface – no pre-stripping – Contract mining model Logistics – Limited resettlement – Area not remote – Support industries available locally – Limited camp requirement – live in Geita Overheads – Dedicated Management focused on costs Metallurgy – Low reagent usage – High recovery – 50% of gold recoverable by gravity – Second-hand plant available in Tanzania COMMERCIAL PROJECT

2013 Busolwa Drilling Significant depth potential with limited depth drilling to date

Busolwa camp § Ex-IAM Gold camp § § § § Secure – guards currently on site Accommodation for around 25 people Office space Core store Fuel store Airstrip 3 hours’ drive from Mwanza; 45 minutes from Geita Geology office 13 Accommodation Core store

Path to a Profitable Gold Mine • Phase 1 – Mine the existing resource and process by Heap. Leach or Carbon-in-Pulp – – – Many of the world’s gold production processed by Heap. Leaches Simple technology, low-cost Allows commercial processing of very low-grade ore Definitive Feasibility Study, financing, construction 2014 -2015 Gold production end-2015 Fresh core from 2013 drilling § Phase 2 – Project growth (Carbon-in-Leach) Higher recovery, higher capex processing Option to finance largely from cash flow Design, cost and evaluate plant Grow Resource § Infill drilling § Deeper drilling § Satellite deposits § Definitive Feasibility Study, financing, construction § Reprocess leached heaps – no loss of recovery § § 2013 Metallurgical Drilling 14 ADVANCED GOLD PROJECT - TANZANIA