Tri-Valley Corporation (NYSE Amex:TIV) today announced that it has entered into an exchange agreement with two institutional investors for the exchange and cancellation of their remaining outstanding Series C warrants for shares of the Company’s common stock. Under the terms of the agreement, the investors exchanged and cancelled warrants to purchase an aggregate of 600,962 shares of Tri-Valley’s common stock for 230,000 shares of the Company’s common stock, and relinquished all their remaining rights under the April 6, 2010 Sales Purchase Agreement, including a right to participate in up to 50% of future financings for a one year period ending April 6, 2011. Upon completion of the exchange, all of the warrants issued in the April 6, 2010, transaction will have been exercised or exchanged for Tri-Valley common stock, and there will be no outstanding warrants related to that transaction.

“This transaction completes Tri-Valley’s efforts to remove the uncertainty surrounding the potential dilution due to outstanding warrants on our common stock,” said Maston N. Cunningham, President and CEO of Tri-Valley. “We can now consider a range of financing options to fund our plans for growing our oil and gas operations, which we believe provide opportunities for much enhanced shareholder value.”

Material Terms of the Exchange Agreements

Tri-Valley will issue its stock in exchange for the warrants without payment of any additional consideration. After the exchange, the warrants will be canceled.

The exchange agreement contains customary warranties from the investor regarding its organization, authorization to execute the agreement, and its ownership of the warrants at the time of the exchange. Tri-Valley also makes customary warranties to the investor, including with respect to its own organization, authorization and due issuance of the stock being exchanged. Tri-Valley also confirms that it has not provided material, nonpublic information to the investor.

About Tri-Valley

Tri-Valley Corporation explores for and produces oil and natural gas in California, and has two exploration-stage gold properties in Alaska. Tri-Valley is incorporated in Delaware and is publicly traded on the NYSE Amex exchange under the symbol "TIV." Our Company website, which includes all SEC filings, is

Forward-looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Actual results, events, and performance could vary materially from those contemplated by these forward-looking statements which include such words and phrases as exploratory, wildcat, prospect, speculates, unproved, prospective, very large, expect, potential, etc. Among the factors that could cause actual results, events, and performance to differ materially are risks and uncertainties discussed in "Item IA. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and in “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" as disclosed in the Company’s Quarterly Report on Form 10-Q for the most recent quarter ended September 30, 2010.

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