Common use of Listing of Common Shares Clause in Contracts

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 April, 2019 TANZANIAN GOLD CORPORATION ___________________________________________ Name: Xxxxx Xxxxxxxx Title: Executive Chairman [Company Signature Page to Tanzanian Gold Corporation 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: April___, 2019 INVESTOR By: Address: Certificate to be issued in the following name: [Purchaser Signature Page to Tanzanian Gold Corporation Subscription Agreement] ANNEX I TERMS AND CONDITIONS FOR PURCHASE OF COMMON SHARES

Listing of Common Shares. The sale of the Common Shares and Common Shares underlying the Warrants 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 on December _____th day of April, 2019 2020 TANZANIAN GOLD CORPORATION ___________________________________________ Name: Xxxxx X. Xxxxxxxx Title: Executive Chairman [Company Signature Page to Tanzanian Gold Corporation 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 ofDated: AprilDecember __, 2020 INVESTOR Name of Investor By:___, 2019 INVESTOR By: ____________________________________ Title:______________________________________ Address: Certificate _______________________________ _______________________________ Common Shares and Warrants to be issued in the following name: exact name(s): Name Mailing ad Delivery Address Common Shares to be DRS unless box checked ________________________ ______________________________ o ________________________ ______________________________ o _______________________ ______________________________ o Warrants will be delivered by certificated form in the exact name indicated above. [Purchaser Investor Signature Page to Tanzanian Gold Corporation Subscription Agreement] ANNEX I TERMS AND CONDITIONS FOR PURCHASE OF COMMON SHARESSHARES AND WARRANTS

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 AprilFebruary, 2019 TANZANIAN GOLD ROYALTY EXPLORATION CORPORATION ___________________________________________ Name: Xxxxx Xxxxxxxx Title: Executive Chairman [Company Signature Page to Tanzanian Gold Corporation Royalty Exploration Subscription Agreement] Number of Common Shares: __________ Aggregate Investor Purchase Price: USD$ 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: April___, 2019 ___________ INVESTOR By: Address: Certificate to be issued in the following name: [Purchaser Signature Page to Tanzanian Gold Royalty Exploration Corporation Subscription Agreement] ANNEX I TERMS AND CONDITIONS FOR PURCHASE OF COMMON SHARES

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 '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 AprilJanuary __, 2019 TANZANIAN GOLD ROYALTY EXPLORATION CORPORATION ___________________________________________ Name: Xxxxx Xxxxxxxx Title: Executive Chairman [Company Signature Page to Tanzanian Gold Corporation Royalty Exploration Subscription Agreement] 8 Number of Common Shares: _________________ Aggregate Investor Purchase Price: USD$ US$______________ Primary Broker: _________________________ DTC: _________________________ Investor Account No.: _________________________ Name of Account: _________________________ 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: April_January __, 2019 INVESTOR By: Address: Certificate to be issued in the following name: [Purchaser Signature Page to Tanzanian Gold Royalty Exploration Corporation Subscription Agreement] ANNEX I TERMS AND CONDITIONS FOR PURCHASE OF COMMON SHARES

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 April, 2019 TANZANIAN GOLD CORPORATION ___________________________________________ Name: Xxxxx Xxxxxxxx Title: Executive Chairman [Company Signature Page to Tanzanian Gold Corporation Subscription Agreement] 8 Number of Common Shares: ___________________ Aggregate Investor Purchase Price: USD$ 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: April___, 2019 INVESTOR By: Address: Certificate to be issued in the following name: _________________________________________ [Purchaser Signature Page to Tanzanian Gold Corporation Subscription Agreement] ANNEX I TERMS AND CONDITIONS FOR PURCHASE OF COMMON SHARES

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 AprilJune, 2019 TANZANIAN GOLD CORPORATION ___________________________________________ Name: Xxxxx Xxxxxxxx Title: Executive Chairman [Company Signature Page to Tanzanian Gold Corporation Subscription Agreement] 8 Number of Common Shares: _______________ Aggregate Investor Purchase Price: USD$ 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: AprilJune ___, 2019 INVESTOR By: Address: Certificate to be issued in the following name: [Purchaser Signature Page to Tanzanian Gold Corporation Subscription Agreement] ANNEX I TERMS AND CONDITIONS FOR PURCHASE OF COMMON SHARES