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 tal 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

Funding and Mine Development Allied to Arrange financing Proposed Structure Assets 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 Operations JVC to be funded in proportion to equity holdings with minimal initial capital injection Executive Management Team from Allied responsible for Financing. Buziba License Joint Venture Company Allied and BGCL Funding and Mine Development BGC Busolwa Licenses Allied to Arrange financing

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.

Allied Management Team Mr Justin Dibb 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 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. Mr Phillip Shamieh Phillip has over 15 years of capital markets experience in the natural resources sector, having raised and advised on over $650m worth of equity, debt and convertible transactions. He has raised Capital for Adamus Resources, Sundance 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 Exploration Dr Andrew Robinson Greg Winch Andrew has thirty years of experience in the mining and petroleum exploration and development industries and has 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 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)

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 Bulyanhulu Buzwagi Tulawaka Buckreef 30km 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 Geita 25 Moz Bulyanhulu 20 Moz Golden Pride 2 Moz Nyanzaga 4 Moz North Mara 4 Moz Tulawaka 3 Moz Buzwagi 4 Moz BUSOLWA Lake Victoria Goldfield, Tanzania Scale (km) 0 100 ADVANCED GOLD PROJECT - TANZANIA

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

Significant Exploration Upside Near Mine 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 93km2 Space to mine: total license holding 98km2 Economics Scale: one management team, one camp, one plant Capacity to incorporate into Ausenco Pre-Feasibility Study Due March 2014 Integrated development maximises value Tenure Map Ample Space for Mine 5 km Significant Exploration Upside Near Mine

Busolwa / Buziba Cost Advantages 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

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

Busolwa camp Ex-IAM Gold camp Accommodation Geology office Core store 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 Accommodation Geology office 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 ADVANCED GOLD PROJECT - TANZANIA