Tanzanian Royalty Exploration Corporation (TSX:TNX)(NYSE Amex:TRX) has agreed to amend the exercise price and term of warrants previously issued pursuant to its August 12, 2011 prospectus financing under which it raised USD$30,000,000 in an offering of 5,263,158 units consisting of one common share and one common share purchase warrant.

James E. Sinclair, President and CEO of Tanzanian Royalty, describes the warrant adjustment as a “tangible way of showing our appreciation to a loyal and supportive shareholder who has stood shoulder-to-shoulder with us during a period of volatile market conditions.”

The exercise price of the 5,263,158 common share purchase warrants has been reduced from USD$6.25 to USD$4.00, and the term of the warrants has been extended one year to expire August 12, 2014. In addition, if the weighted average trading price of the common shares increases to USD$6.50 after March 11, 2012, the company will be entitled to require that the holders exercise the warrants, failing which the warrants will terminate. The 368,421 compensation warrants issued under the prospectus financing have been amended in the same manner and re-priced from USD$5.91 to USD$4.00. All of the warrants are held by arm’s length investors. The amendments become effective on December 7, 2011.

Respectfully submitted,

James E. Sinclair

President and Chief Executive Officer

For further information, please contact Investor Relations at 1-800-811-3855

Visit our website: www.TanzanianRoyalty.com

The Toronto Stock Exchange and NYSE Amex Equities have not reviewed and do not accept responsibility for the adequacy or accuracy of this release

Cautionary Note to U.S. Investors - The United States Securities and Exchange Commission limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. We use certain terms on this news release, such as “reserves”, “resources”, “geologic resources”, “proven”, “probable”, "measured", "indicated", or "inferred" which may not be consistent with the reserve definitions established by the SEC. U.S. Investors are urged to consider closely the disclosure in our SEC filings. You can review and obtain copies of these filings from the SEC's website at http://www.sec.gov/edgar.shtml

This news release contains certain forward-looking statements and forward-looking information. All statements, other than statements of historical fact, included herein are forward-looking statements and forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time-to-time with the British Columbia, Alberta and Ontario provincial securities regulatory authorities.

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