Tanzania Royalty Exploration Corporation Busolwa – Buziba Joint Venture Proposal

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

2. 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 / Busolwain 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

3. Project Highlights • The combined Buziba / BusolwaProject 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

4. Proposed Structure BGC Allied to Arrange financing

5. 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.

6. Management

7. East Africa’s Large Gold Belt - Tanzania North Mara 4 Moz Geita25 Moz Tulawaka 3 Moz • 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 Nyanzaga4 Moz Lake Victoria Goldfield, Tanzania Scale (km) 0 100 Bulyanhulu 20 Moz BUSOLWA Golden Pride 2 Moz Buzwagi 4 Moz ADVANCED GOLD PROJECT - TANZANIA

9. Mineralization Continues at Depth Drilling and Resource previously limited to around 110m below surface Open 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 PROJECT GROWTH

10. Assets – Combined Integrated development maximises value Ample Space for Mine 5 km Significant Exploration Upside Near Mine

11. 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

12. 2013 BusolwaDrilling • Significant depth potential with limited depth drilling to date

13. 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 Accommodation Core store Geology office

14. 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