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Tri-Valley Corporation Exchanges its Remaining Series A and B Warrants for Common Shares

Reduces Exposure to Future Dilution Due to Warrants and Provides Additional Financial Flexibility

BAKERSFIELD, Calif.--(BUSINESS WIRE)--Tri-Valley Corporation (NYSE Amex:TIV) today announced that it has entered into an exchange agreement with an institutional investor for the exchange and cancellation of its remaining outstanding Series A and B warrants for shares of the Company's common stock. Under the terms of the agreement, the investor exchanged and cancelled warrants to purchase an aggregate of 2,100,000 shares of Tri-Valley's common stock for 1,200,000 shares of the Company's common stock. The warrants were issued in a registered direct offering on April 6, 2010. After the exchange, none of the Company's Series A or B warrants will remain outstanding.

"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations"

"This agreement represents another step forward in the positioning of Tri-Valley for future growth from the development of our oil reserves at our Claflin and Pleasant Valley projects," said Matson N. Cunningham, President and CEO of Tri-Valley. "Combined with similar agreements reached last week with other investors, this transaction reduces the potential dilution of our common shares associated with the Series A and Series B warrants. Cancellation of these warrants provides Tri-Valley with expanded options to finance our growth initiatives and increases the attractiveness of our equity for investors."

Tri-Valley has applied to the NYSE Amex Exchange to list the Tri-Valley stock to be issued in the exchanges, and closing of the transaction will be subject to NYSE Amex approval of the listing.

Material Terms of the Exchange Agreements

Tri-Valley will issue its stock in exchange for the warrants without payment of any additional consideration. After the exchange, the warrants will be canceled.

The exchange agreement contains customary warranties from the investor regarding its organization, authorization to execute the agreement, and its ownership of the warrants at the time of the exchange. Tri-Valley also makes customary warranties to the investor, including with respect to its own organization, authorization and due issuance of the stock being exchanged. Tri-Valley also confirms that it has not provided material, nonpublic information to the investor.

About Tri-Valley

Tri-Valley Corporation explores for and produces oil and natural gas in California, and has two exploration-stage gold properties in Alaska. Tri-Valley is incorporated in Delaware and is publicly traded on the NYSE Amex exchange under the symbol "TIV." Our Company website, which includes all SEC filings, is www.tri-valleycorp.com.

Forward-looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Actual results, events, and performance could vary materially from those contemplated by these forward-looking statements which include such words and phrases as exploratory, wildcat, prospect, speculates, unproved, prospective, very large, expect, potential, etc. Among the factors that could cause actual results, events, and performance to differ materially are risks and uncertainties discussed in "Item IA. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" as disclosed in the Company's Quarterly Report on Form 10-Q for the most recent quarter ended September 30, 2010.

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