Tri-Valley Corporation (NYSE Amex: TIV) (the “Company”) today announced that it has entered into a definitive stock purchase agreement to sell $5,035,000 shares of its common stock in a private placement financing with a select group of institutional and accredited investors. In the aggregate, the Company will sell 10,070,000 shares of common stock at a price of $0.50 per share, resulting in aggregate gross proceeds of $5,035,000. The Company expects net proceeds at closing of approximately $4.7 million after the deduction of placement agent commissions and offering expenses.

The Company expects to use the net proceeds from this financing for further development of the first drilling phase at its Claflin oil project, general corporate purposes, and working capital. The transaction is expected to close on or about April 21, 2011, subject to the satisfaction of certain customary closing conditions.

C. K. Cooper & Company acted as the sole placement agent for this transaction.

The shares of common stock sold in this private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued in this private placement.

This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.

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