Exhibit 10.1


 





	PInvestor Name:	 	 
	Common Shares:	 	 
	US Dollar Amount:	$	 






 


 


SUBSCRIPTION AGREEMENT


 


 


Tanzanian Royalty Exploration Corporation


Suite 200, 82 Richmond Street East


Toronto, Ontario


M5C 1P1


 


Ladies and Gentlemen:


 


The undersigned (the “Investor”)
hereby confirms its agreement with Tanzanian Royalty Exploration Corporation, a corporation formed under the Business Corporations
Act (Alberta) (the “Company”), as follows:


 


1.       This
Subscription Agreement, including the Terms and Conditions for the Purchase of Common Shares of the Company, no par value (the
“Common Shares”) attached hereto as Annex I which is incorporated herein by this reference as if fully set forth
herein (the “Terms and Conditions” and, together with this Subscription Agreement, this “Agreement”) is
made as of the date set forth below between the Company and the Investor.


 


2.       The
Company has authorized the sale and issuance to the Investor of __________ Common Shares at US$0.4492 per share for an aggregate
purchase price of USD$___________ (the “Purchase Price”). The Investor will pay the Purchase Price by cash.


 


3.       The
offering and sale of the Common Shares (the “Offering”) is being made pursuant to (a) an effective Registration Statement
on Form F-3, No. 333-226949 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission
(the “Commission”), including the Prospectus contained therein (the “Base Prospectus”), (b) if applicable,
certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended
(the “Act”)), that have been or will be filed, if required, with the Commission and delivered to the Investor on or
prior to the date hereof (the “Issuer Free Writing Prospectus”), containing only certain supplemental information
regarding the Common Shares, the terms of the Offering and the Company, and (c) a Prospectus Supplement dated February 26, 2019
(the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) containing certain
supplemental information regarding the Common Shares and terms of the Offering and the Company that has been or will be filed
with the Commission and has been delivered to the Investor prior to the Closing.


 


4.       The
Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor
__________ Common Shares for the Purchase Price. The Common Shares shall be purchased pursuant to the Terms and Conditions.


 


5.       The
manner of settlement of the shares of Common Shares purchased by the Investor shall be as follows:


 






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(i)       Delivery
of a stock certificate representing the __________ Common Shares purchased by the Investor at the Investor’s address by Computershare
Trust Company, the Company’s transfer agent (the “Transfer Agent”).


 


NO LATER THAN 10:00 A.M. (EASTERN
TIME) ON THE SECOND BUSINESS DAY IMMEDIATELY AFTER THE DATE OF EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE
INVESTOR SHALL:


 


(ii)       Deliver
to the Company, this duly completed and executed Agreement and the Purchase Price.


 


6.       The
Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version
thereof with the Commission) the Base Prospectus, declared effective by the Commission on September 5, 2018, which is a part of
the Company’s Registration Statement and the documents incorporated by reference therein, any Issuer Free Writing Prospectus
and the Prospectus Supplement (collectively, the “Disclosure Package”), prior to or in connection with the receipt
of this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement to the Company, the Investor may receive
certain additional information regarding the Offering and the Company (the “Offering Information”). Such information
may be provided to the Investor by any means permitted under the Act, including the Prospectus Supplement, a free writing prospectus
and oral communications.


 


7.             
No offer by the Investor to buy Common Shares will be accepted and no part of the Investor Purchase Price will be delivered
to the Company until the Investor has received or has public access to the Disclosure Package and the Offering Information and
the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked,
without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail)
notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the
Investor has been delivered the Disclosure Package and Offering Information and this Agreement is accepted and countersigned by
or on behalf of the Company.


 


8.             
Representations and Warranties of the Company. The Company hereby makes the following representations and warranties
to the Investor:


 


(a)           
Subsidiaries. The Company’s subsidiaries consist of (i) 55% interest in Buckreef gold Company Limited; (ii)
90% interest in Itetemia Mining Company Limited; (iii) 60% interest in Lunguya Mining Company Ltd.; (iv) 100% interest in Tancan
Mining Company Limited; (v) 100% interest in Tanzania American International Development Corporation 2000 Limited; and (vi) 75%
interest in Northwest Basemetals Company Limited.


 


(b)           
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with
the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on
the legality, validity or enforceability of the Agreement, (ii) a material adverse effect on the results of operations, assets,
business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under the Agreement
(any of (i), (ii) or (iii), a “Material Adverse Effect”)) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 






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(c)           
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by the Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of the Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action on the part of the Company and no further action is required by the Company and the
Board of Directors in connection herewith. The Agreement has been (or upon delivery will have been) duly executed by the Company
and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(d)           
No Conflicts. The execution, delivery and performance by the Company of the Agreement to which it is a party, the
issuance and sale of the Common Shares and the consummation by it of the transactions contemplated hereby and thereby do not and
will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company
or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property
or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company
or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of
the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have
or reasonably be expected to result in a Material Adverse Effect.


 


(e)           
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority in connection with the execution, delivery and performance by the Company of the Agreement, other than: (i) the filings
required pursuant to Section 9.4 of this Agreement, and (ii) the notice and/or application(s) to the NYSE American and Toronto
Stock Exchange (collectively “Trading Market”) for the issuance and sale of the Common Shares and the listing of such
Common Shares for trading thereon in the time and manner required thereby (collectively, the “Required Approvals”).


 


(f)            
Issuance of the Investor Common Shares. The Common Shares to be issued to the Investor (“Investor Shares”)
are duly authorized and, when issued and paid for in accordance with the Agreement, will be duly and validly issued, fully paid
and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer provided for in the Agreement,
if any. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act,
which became effective on September 5, 2018, including the Prospectus, and such amendments and supplements thereto as may have
been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order
preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus
has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company,
are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus
with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective,
at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will
conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading; and the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement
thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading.


 






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(g)               
Capitalization. The capitalization of the Company as of February 22, 2019 is as follows: (i) 135,341,377 Common
Shares outstanding; (ii) outstanding options to purchase 7,402,000 Common Shares; (iii) 6,132,138 Common Shares available under
Company’s stock options plans; (iv) outstanding warrants to purchase 4,562,901 Common Shares; (v) 20,976,099 Common Shares
that may be issued under convertible loan for conversion of outstanding principal; and (vi) 1,678,087 Common Shares issuable upon
election of certain holders of gold loans to receive annual interest due on principal in form of Common Shares. No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Agreement. The issuance and sale of the Investor Shares will not obligate the Company to issue Common Shares
or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities. The Company does not have any stock
appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding
shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of the Board of Directors
or others is required for the issuance and sale of the Investor Shares. There are no stockholders agreements, voting agreements
or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company’s stockholders.


 


(h)           
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to
file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being
collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC
Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with International Financial Reporting Standards applied on a consistent basis during the periods involved
(“IFRS), and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.


 






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(i)            
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a
Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to IFRS or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except as disclosed
in the SEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information.
No event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or
exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets
or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at least one Trading Day prior to the date that this
representation is made.


 


(j)            
Litigation. Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the
legality, validity or enforceability of any of the Agreement or the Shares or (ii) could, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary any director or officer
thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim of violation of or liability
under federal or state securities laws or a claim of breach of fiduciary duty except as disclosed in an SEC Report. There has not
been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving
the Company or any current or former director or officer of the Company (in his or her capacity as such). The Commission has not
issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act.


 


(k)           
Risk Factors. An investment in the Company is subject to a number of risk and an Investor may lose all of his or
her money. The material risks that the Company may be subject to is set forth in the “Risk Factor’s section of the
Registration Statement.


 


9.             
Other Agreements of the Parties.


 


9.1       Shares
Sold Pursuant to a Registration Statement. The Common Shares to be sold to the Investor will be made pursuant to an effective
registration statement and the Common Shares will be free of all legends. If at any time following the date hereof the Registration
Statement is not effective or is not otherwise available for the sale of the Investor Shares, the Company shall immediately notify
the holders of the Investor Shares in writing that such Registration Statement is not then effective and thereafter shall promptly
notify such holders when the Registration Statement is effective again and available for the resale of the Investor Shares (it
being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or the Investor to sell, any
of the Investor Shares in compliance with applicable federal and state securities laws).


 






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9.2       Furnishing
of Information. The Company covenants to maintain the registration of the Common Shares under Section 12(b) or 12(g) of the
Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject
to the reporting requirements of the Exchange Act.


 


9.3       Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and
regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction
unless shareholder approval is obtained before the closing of such subsequent transaction.


 


9.4       Securities
Laws Disclosure; Publicity; Rights Plan. The Company shall by 6:00 a.m. (New York City time) on the date after the execution
of this Agreement, file a Current Report on Form 6-K with the Commission describing the terms of the transaction. From and after
the Form 6-K, the Company represents to the Investor that it shall have publicly disclosed all material, non-public information
delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Agreement. In addition, effective upon the issuance of Form 6-K,
the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written
or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates
on the one hand, and any of the Investors or any of their Affiliates on the other hand, shall terminate. The Company shall not
publicly disclose the name of the Investor, or include the name of the Investor in any filing with the Commission or any regulatory
agency or Trading Market, without the prior written consent of the Investor, except (a) as required by federal securities laws
and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide
the Investor with prior notice of such disclosure permitted under this clause (b). No claim will be made or enforced by the Company
or, with the consent of the Company, any other Person, that the Investor is an “Acquiring Person” under any control
share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover
plan or arrangement in effect or hereafter adopted by the Company, or that the Investor could be deemed to trigger the provisions
of any such plan or arrangement, by virtue of receiving Investor Shares under the Agreement.


 


9.5       Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Agreement, which
shall be disclosed pursuant to Section 9.4, the Company covenants and agrees that neither it, nor any other Person acting on its
behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company believes constitutes,
material non-public information, unless prior thereto the Investor shall have consented to the receipt of such information, which
consent shall constitute the Investor’s agreement to keep such information confidential. The Company understands and confirms
that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent
that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company
hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries,
or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries
or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public
information, provided that the Investor shall remain subject to applicable law. The Company understands and confirms that the Investor
shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 






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9.6       Indemnification
of Investor. Subject to the provisions of this Section 9.6, the Company will indemnify and hold the Investor and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Investor (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, an “Investor Party”) harmless
from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Investor
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in the Agreement or (b) any action instituted against the Investor Parties in any capacity, or any
of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Investor Parties, with
respect to any of the transactions contemplated by the Agreement (unless such action is based upon a breach of such Investor Party’s
representations, warranties or covenants under the Agreement or understandings such Investor Parties may have with any such stockholder
or any violations by such Investor Parties of state or federal securities laws or any other conduct by such Investor Parties which
constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Investor Party
in respect of which indemnity may be sought pursuant to this Agreement, such Investor Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable
to the Investor Party. Any Investor Party shall have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a
reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion
of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such
Investor Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate
counsel. The Company will not be liable to any Investor Party under this Agreement (y) for any settlement by an Investor Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the
extent, but only to the extent that a loss, claim, damage or liability is attributable to any Investor Party’s breach of
any of the representations, warranties, covenants or agreements made by such Investor Party in this Agreement. The indemnification
required by this Section 9.6 shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, as and when bills relating to indemnifiable amounts are received by the Company. The indemnity agreements contained herein
shall be in addition to any cause of action or similar right of any Investor Party against the Company or others and any liabilities
the Company may be subject to pursuant to law.


 






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9.7       Listing
of Common Shares. The sale of the Common Shares by the Company to the Investor is condition upon approval of the additional
listing of the Common Shares by the Trading Markets. The Company hereby agrees to use best efforts to maintain the listing or quotation
of the Common Shares on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall
apply to list or quote all of the Investor Shares on such Trading Market and promptly secure the listing of all of the Investor
Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Shares traded on any other
Trading Market, it will then include in such application all of the Investor Shares. The Company will then take all action reasonably
necessary to continue the listing or quotation and trading of its Common Shares on a Trading Market and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees
to maintain the eligibility of the Common Shares for electronic transfer through the Depository Trust Company or another established
clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established
clearing corporation in connection with such electronic transfer. As of the date hereof, the Company has reserved and the Company
shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Shares
for the purpose of enabling the Company to issue Investor Shares pursuant to this Agreement.


 


 


Agreed and Accepted


this ____th day of February, 2019


 


TANZANIAN ROYALTY EXPLORATION CORPORATION


 


 


___________________________________________


Name: James Sinclair


Title: Executive Chairman


 


 


 


 


 


 


 


 


[Company Signature Page to Tanzanian Royalty Exploration Subscription
Agreement]


 






    


     


    

 





	Number of Common Shares:   	__________	 
	 	 	 
	Aggregate Investor Purchase Price:  	USD$____________	 






 


Please confirm that the foregoing correctly sets forth the agreement between us by signing
in the space provided below for that purpose.


 


 


Dated as of:  ______________


 





	 	 	INVESTOR
	 	 	 
	 	 	 
	 	 	By:  	 
	 	 	Address: 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 



 


 





 


 


 


 


 


 


 


 


[Purchaser Signature Page to Tanzanian Royalty Exploration Corporation
Subscription Agreement]


 









    


     


    

 





ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF COMMON SHARES


 


1.             
Authorization and Sale of the Common Shares. Subject to the terms and conditions of this Agreement, the Company has
authorized the sale of the Common Shares.


 


2.             
Agreement to Sell and Purchase the Common Shares. At the Closing (as defined in Section 3.1), the Company will sell
to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of
Common Shares set forth on the last page of the Agreement to which these Terms and Conditions for the Purchase of Common Shares
are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature
Page.


 


3.             
Closing and Delivery of the Common Shares and Purchase Price.


 


3.1       Closing.
The completion of the purchase and sale of the Common Shares (the “Closing”) shall occur at a place and time (the “Closing
Date”) to be specified by the Company and the Investor. At the Closing, (a) the Company shall cause the Transfer Agent to
deliver to the Investor the number of shares of Common Shares set forth on the Signature Page registered in the name of the Investor
and (b) the aggregate purchase price for the Common Shares being purchased by the Investor will be delivered by or on behalf of
the Investor to the Company.


 


3.2       Conditions
to the Company’s Obligations. The Company’s obligation to issue and sell the Common Shares to the Investor shall
be subject to: (i) the receipt by the Company of the purchase price for the Common Shares being purchased hereunder as set forth
on the Signature Page, (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those
undertakings of the Investor to be fulfilled prior to the Closing Date, and (iii) the conditional acceptance of the Offering by
the NYSE American.


 


4.             
Representations, Warranties and Covenants of the Investor. The Investor acknowledges, represents and warrants to,
and agrees with, the Company that:


 


4.1       The
Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this
Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability
of any rights to indemnification or contribution that may violate the public policy underlying any law, rule or regulation (including
any federal or state securities law, rule or regulation).


 


4.2      The Investor understands that nothing in this Agreement,
the Prospectus, the Disclosure Package, the Offering Information or any other materials presented to the Investor in connection
with the purchase of Common Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection
with its purchase of Common Shares.


 


5.             
Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this
Agreement, all covenants, agreements, representations and warranties made by the Investor herein will survive the execution of
this Agreement, the delivery to the Investor of the Common Shares being purchased and the payment therefor.


 






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6.             
Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the
Company and the Investor.


 


7.             
Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference
only and will not be deemed to be part of this Agreement.


 


8.             
Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected
or impaired thereby.


 


9.             
Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the Province of
Alberta, Canada, without giving effect to the principles of conflicts of law that would require the application of the laws of
any other jurisdiction.


 


10.          
Counterparts. This Agreement may be executed in two or more counterparts, each of which will constitute an original,
but all of which, when taken together, will constitute but one instrument, and will become effective when one or more counterparts
have been signed by each party hereto and delivered to the other parties. The Company and the Investor acknowledge and agree that
the Company shall deliver its counterpart to the Investor along with the Prospectus Supplement (or the filing by the Company of
an electronic version thereof with the Commission).


 


11.          
Confirmation of Sale. The Investor acknowledges and agrees that such Investor’s receipt of the Company’s
signed counterpart to this Agreement, together with the Prospectus Supplement (or the filing by the Company of an electronic version
thereof with the Commission), shall constitute written confirmation of the Company’s sale of shares of Common Shares to such
Investor.




 


 


 


 


 


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