**Exhibit 12.2**

 

CERTIFICATION

 

I, Marco Guidi, certify that:

 

1. I have reviewed this annual report on Form 20-F of Tanzanian Royalty Exploration Corporation(the “Company”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Companyas of, and for, the periods presented in this report;

 

4. The Company's other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that material information relating to the Company, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared;

 

(b) Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles;

 

(c) Evaluated the effectiveness of the Company's disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Company's internal control overfinancial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonablylikely to materially affect, the Company's internal control over financial reporting; and

 

5. The Company's other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's boardof directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process,summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the Company's internal control over financial reporting.

 

Date: November 29, 2018

 

/s/ Marco Guidi 

Marco Guidi,

Chief Financial Officer

(Principal Financial Officer)