0001137171-11-000440 Sample Contracts

AMENDMENT TO UNDERWRITING AGREEMENT
Underwriting Agreement • August 15th, 2011 • Tanzanian Royalty Exploration Corp • Gold and silver ores • Ontario

This Amendment (this “Agreement ”) to the Underwriting Agreement (as defined below) is entered into as of the 10th day of August, 2011, among Tanzanian Royalty Exploration Corporation (the “Corporation”) and Casimir Capital Ltd. (the “Underwriter”) (the Corporation and the Underwriter each being a “Party” and collectively the “Parties”) in order to amend the underwriting agreement originally entered into as of the 11th day of July, 2011, among the Parties (the “Underwriting Agreement”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • August 15th, 2011 • Tanzanian Royalty Exploration Corp • Gold and silver ores • Ontario
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