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

Operations

• JVC to be funded in proportion to equity holdings with minimal initial capital injection

• Executive Management Team from Allied responsible for Financing.

Proposed Structure

4

Buziba License

Joint Venture Company

Allied and BGCLBusolwa Licenses

Funding and Mine Development

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

Allied to Arrange financing

BGC

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

6

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

Exploration 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

ADVANCED GOLD PROJECT - TANZANIA

Geita 25 Moz

Bulyanhulu 20 Moz

Golden Pride 2 Moz

Nyanzaga 4 Moz

North Mara 4 Moz

Tulawaka 3 Moz

Buzwagi 4 MozBUSOLWA

Lake Victoria Goldfield, Tanzania Scale (km)

0 100

7

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

Open at depth

Drilling and Resource previously limited to around 110m below surface

PROJECT GROWTH9

Assets – Combined

10

Licensing Joint Venture Company 100%

LogisticsAirstrip, offices, 25 person camp established

Further infrastructure development supported by control of surrounding licenses. total area 93km2

Space to mine: total license holding 98km2

EconomicsScale: one management team, one camp, one plant

Capacity to incorporate into Ausenco Pre-Feasibility Study Due March 2014

Value Drivers Geology

Tenure Map

Integrated development maximises value

5 km

Significant Exploration Upside Near Mine

Ample Space for 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 PROJECT11

2013 Busolwa Drilling

Significant depth potential with limited depth drilling to date

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

Core storeGeology office

Accommodation

Busolwa camp

13

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

ADVANCED GOLD PROJECT - TANZANIA

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

Fresh core from 2013 drilling

14