SOURCE: Tanzanian Royalty Exploration Corp.

February 23, 2009 15:34 ET

Tanzanian Royalty Chairman to Provide $1 Million Private Placement and Agrees to Reprice 8th Tranche of $3 Million Private Placement

SOUTH SURREY, BC--(Marketwire - February 23, 2009) - Tanzanian Royalty Exploration Corporation (TSX: TNX) (AMEX: TRE) announces that Mr. James E. Sinclair has agreed to provide $1,000,000 by way of a private placement with the proceeds being applied to general working capital. Mr. Sinclair has agreed to purchase 189,036 common shares at a purchase price of $5.29 per share for proceeds totaling $1,000,000. The price reflects the greater of the closing price on the Toronto Stock Exchange of the Company's shares on February 20, 2009 of $5.29 and the 5-day weighted average trading price for the five consecutive trading days ended February 20, 2009 of $5.131. If the closing price on the Toronto Stock Exchange of the Company's shares on the date of closing is greater than the above, the share price and number of shares to be issued will be adjusted to reflect the higher price.

In addition, Tanzanian Royalty advises that Mr. James E. Sinclair has agreed to reprice the eighth tranche of the $3 million private placement. Since the announcement of Mr. Sinclair's intention to proceed with the eighth tranche, Tanzanian Royalty's share price has increased meaningfully. Tanzanian Royalty and Mr. Sinclair have agreed to reprice the eighth tranche to reflect the current share price. The eighth tranche will consist of 71,977 common shares of the Corporation having a purchase price of $5.21 per share for proceeds totaling $375,000. The purchase price reflects the closing price of the Corporation's shares on the Toronto Stock Exchange on February 19, 2009. The eighth tranche private placement has now closed. Mr. Sinclair has now completed all tranches of this $3,000,000 private placement commitment. His total share placements to date aggregate $21,064,000.

The private placement common shares are subject to certain mandated hold periods and the certificates representing such shares are legended accordingly. No warrants, options or other rights have been issued or granted in connection with these placements.

The private placement is subject to Regulatory approval.

Respectfully Submitted,

"James Sinclair"
James E. Sinclair
Chairman and Chief Executive Officer

For further information, please contact Investor Relations at 1-800-811-3855 Visit our website:

The Toronto Stock Exchange and NYSE Alternext US LLP 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 Form 20-F, File No. 001-32500. You can review and obtain copies of these filings from the SEC's website at

Certain information presented in this release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on numerous assumptions, and involve known and unknown risks, uncertainties and other factors, including risks inherent in mineral exploration and development, which may cause the actual results, performance, or achievements of the Company to be materially different from any projected future results, performance, or achievements expressed or implied by such forward-looking statements. Investors are referred to our description of the risk factors affecting the Company, as contained in our Form 20-F, File No. 001-32500, for a more information concerning these risks, uncertainties, and other factors.

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