Teranga Gold Closes C$140 Million Bought Deal Public Offering of Subscription Receipts

TORONTO, Dec. 18, 2019 - Teranga Gold Corp. (“Teranga” or the “Company”) (TSX:TGZ; OTCQX:TGCDF) is pleased to announce it has completed its previously announced bought deal public offering of 27,451,000 subscription receipts (the “Subscription Receipts”) at a price of C$5.10 per Subscription Receipt for gross proceeds of approximately C$140 million (the “Offering”).

The Offering was completed in connection with the proposed acquisition by Teranga of a 90% interest in the Massawa Gold Project (“Massawa”) from a wholly-owned subsidiary of Barrick Gold Corp. and its joint venture partner, Compagnie Sénégalaise de Transports Transatlantiques Afrique de l’Ouest SA, with the Government of Senegal holding the remaining 10% interest in Massawa (collectively, the “Transaction”), as previously announced by the Company on December 10, 2019. The Company will use a portion of the net proceeds from the Offering to fund, in part, the consideration for the Transaction, with the balance of proceeds to be used for exploration drilling across Teranga’s portfolio, certain transaction-related costs, and working capital purposes.

The Offering was led by Cormark Securities Inc. and Canaccord Genuity Corp. (together the “Lead Underwriters”), and included Eight Capital, BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Scotia Capital Inc. (collectively, the “Underwriters”).

The gross proceeds from the Offering, less 50% of the Underwriters’ fee and the expenses of the Underwriters, have been placed into escrow with Computershare Trust Company of Canada (the “Subscription Receipt Agent”). The cash proceeds will be released from escrow and each Subscription Receipt will convert into one common share of the Company upon the satisfaction or waiver of certain escrow release conditions (the “Release Conditions”) in accordance with the terms of a subscription receipt agreement entered into today between the Company, the Subscription Receipt Agent, and the Lead Underwriters. If the Release Conditions are satisfied or waived on or before May 31, 2020 (subject to extension under certain circumstances) (the “Termination Date”), the escrowed funds (less the balance of the Underwriters’ fee) will be released to Teranga. If the Release Conditions are not satisfied or waived prior to the Termination Date, the escrowed proceeds, together with interest earned thereon, will be returned on a pro rata basis to the holders of the Subscription Receipts, and the Subscription Receipts will be cancelled and have no further force and effect.

The Subscription Receipts will be listed and posted for trading on the Toronto Stock Exchange under the symbol “TGZ.R” on or shortly following the open of markets today.

The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Act”), or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States, Canada or in any other jurisdiction where such offer is unlawful.

Forward Looking Information

All information included in this press release, including any information as to the future financial or operating performance and other statements of Teranga that express management’s expectations or estimates of future performance, other than statements of historical fact, constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date hereof. Forward-looking statements are included for the purpose of providing information about management’s current expectations and plans relating to the future. Wherever possible, words such as “plans”, “expects”, “scheduled”, “trends”, “indications”, “potential”, “estimates”, “predicts”, “anticipate”, “to establish”, “believe”, “intend”, “ability to”, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, or are “likely” to be taken, occur or be achieved, or the negative of these words or other variations thereof, have been used to identify such forward-looking information. Specific forward-looking statements include, without limitation, all disclosure regarding future results of operations, economic conditions and anticipated courses of action. Although the forward-looking statements contained herein reflect management’s current beliefs and reasonable assumptions based upon information available to management as of the date hereof, Teranga cannot be certain that actual results will be consistent with such forward-looking information. Such assumptions include, among others, the ability to obtain any requisite governmental approvals, the satisfaction of the Release Conditions, the ability of Teranga to consummate the Transaction and future economic conditions. Teranga cautions you not to place undue reliance upon any such forward-looking statements.

The risks and uncertainties that may affect forward-looking statements include, among others, risks and uncertainties relating to the timing and completion of the Transaction and the other factors described under the heading “Risk Factors” in the prospectus supplement of the Company dated December 10, 2019 (the “Prospectus Supplement”) to the Company’s base shelf prospectus dated August 8, 2019, as filed on SEDAR in relation to the Offering on December 10, 2019 which can be found at www.sedar.com under Teranga’s profile. The risks described in the Prospectus Supplement are incorporated by reference herein. Teranga disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law. Nothing herein should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities.

This press release is dated as of December 18, 2019. All references to Teranga include its subsidiaries unless the context requires otherwise. This presentation contains references to Teranga using the words “we”, “us”, “our” and similar words and the reader is referred to using the words “you”, “your” and similar words.

About Teranga

Teranga is a multi-jurisdictional West African gold company focused on production and development as well as the exploration of approximately 5,500 km² of land located on prospective gold belts. Since its initial public offering in 2010, Teranga has produced more than 1.8 million ounces of gold at its Sabodala operation in Senegal. Focused on diversification and growth towards its vision of becoming a mid-tier producer, the Company recently announced commercial production at its second gold mine, Wahgnion, which is located in Burkina Faso, and is carrying out exploration programs in three West African countries: Burkina Faso, Côte d’Ivoire and Senegal. Teranga applies a rigorous capital allocation framework for its investment decisions.

Steadfast in its commitment to set the benchmark for responsible mining, Teranga operates in accordance with international standards and aims to act as a catalyst for sustainable economic, environmental, and community development as it strives to create value for all of its stakeholders. Teranga is a participant of the United Nations Global Compact and a leading member of the multi-stakeholder group responsible for the submission of the first Senegalese Extractive Industries Transparency Initiative revenue report.

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