121 New York Multi-Asset Mid-Tier June 5-6, 2018 TSX:TGZ / - - PowerPoint PPT Presentation

TSX:TGZ / OTCQX:TGCDF

121 New York

June 5-6, 2018

Building a Multi-Asset Mid-Tier West African Gold Producer

Navin Dyal

Chief Financial Officer

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Forward-Looking Statements

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All information included in this presentation, including any information as to Teranga’s future financial or operating performance and other statements 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

• f 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
• btain any requisite governmental approvals, the accuracy of mineral reserve and mineral resource estimates, gold price, exchange rates, fuel and energy costs, future economic

conditions, anticipated future estimates of free cash flow, and courses of action. 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, the inherent risks involved in exploration and development of mineral properties, including government approvals and permitting, changes in economic conditions, changes in the worldwide price of gold and other key inputs, changes in mine plans and other factors, such as project execution delays, many of which are beyond the control of Teranga. For a more comprehensive discussion of the risks faced by Teranga, and which may cause the actual financial results, performance or achievements of Teranga to be materially different from estimated future results, performance or achievements expressed or implied by forward-looking information or forward-looking statements, please refer to Teranga’s latest Annual Information Form filed with Canadian securities regulatory authorities at www.sedar.com or on Teranga’s website at www.terangagold.com. The risks described in the Annual Information Form (filed and viewable on www.sedar.com and on Teranga’s website at www.terangagold.com) are hereby 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

• r a solicitation to buy or sell Teranga securities.

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. All dollar amounts stated are denominated in U.S. dollars unless specified otherwise.

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Deep Value

Gold Price per Ounce Assumption Cash balance as at March 31, 2018 Wahgnion Project NPV5% based on 2P(1) Sabodala NPV5% based on 2P(2)

US$4.10 US$1.13 US$0.56 $1,300

US$4.23

TGZ Current Share Price

(closing price June 1, 2018)

US$5.79

NPV* Per Share

based on cash & 2P reserves(1)(2)

Excludes potential value from:

• Wahgnion infill drill program
• Golden Hill
• Afema and Côte d’Ivoire assets

*Refer to Appendix – Non-IFRS Performance Measures Refer to Appendix – Endnotes (1) and (2) USD/CAD FX rate 0.77

Deep Value and Growth with Assets in Production, Development and Exploration

Senegal Côte d’Ivoire Burkina Faso

Mali Guinea

Guinea- Bisseau The Gambia

Ghana Benin Niger Sierra Leone Liberia Togo

Sabodala Gold Mine

• Long-life mine
• More than 1.4Moz production

since late 2010 5

Wahgnion Development Project

• Secured financing and commenced

construction in Q2 2018

• Reserve update expected by mid-year

Golden Hill Exploration JV

• Initial resource expected in 2018
• Fully funded to feasibility

Gourma Exploration JV Guitry Dianra Mahepleu Tiassale Sangaredougou

Building a Multi-Asset Mid-Tier Gold Producer in Mining-Friendly West Africa

Teranga has nearly 4.0 million ounces of gold reserves from its Sabodala Gold Mine and its Wahgnion Development Project(1)(2)

Afema

Refer to Appendix – Endnotes (1) and (2)

Achieved record production of 233,267 oz

• f gold

Announced positive feasibility for Wahgnion Project including reserves

• f 1.2Moz(1)

Positive drill results from Golden Hill Entered into joint venture on Afema land package in Côte d’lvoire

FY2017 Highlights

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   

Refer to Appendix – Endnote (1)

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• Deliver projects on time

and on budget

• Trust-based relationship

with all stakeholders

• Safeguard reputation
• Ability to grow footprint

in West Africa

Leading With Our Strong Social License

Shareholder Value Risk Management Improve Local Livelihoods

• Avoid community unrest

& conflict

• Avoid work stoppages
• Avoid legal action
• Avoid withdrawal of
• perating licenses
• Local recruitment
• Local progression

& promotion

• Local procurement &
• ther capacity building

Sabodala

Senegal, West Africa

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*Refer to Appendix – Non-IFRS Performance Measures Refer to Appendix – Endnotes (2),(3),(5),(6) and (9) 9 Exploration Prospects Mineral Resources Masato Style Bulk Tonnage Gold Trend Golouma Style High- Grade Gold Trend Mining Concession Exploration Permits Previous Mine License

Sabodala Mill

Sabodala Mine License & Regional Land Package

Largest Gold Producer in Senegal: Continuing to Replace Reserves, Strong 5-Year Profile

Mali

Niakafiri Goumbati West

Life of Mine Summary(2)(3)(5)(6) 5 years (2018-2022) 13 years (2018-2030) Annual production 213koz 176koz All-in sustaining costs* $885/oz $893/oz Total free cash flow* $230M $556M

2.7Moz

2P Reserves(2)

4.4Moz

M&I Resources(9)

13-Year

Mine Life(3)

Wahgnion Project

Burkina Faso, West Africa

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Solid Start to Teranga’s Second Mine – Wahgnion

Nogbele Stinger

15km from plant

Samavogo

25km from plant

Fourkoura

6km from plant

Life of Mine Summary Initial 5.5 years LOM (9 years) Annual production(4)(5)(7) 131koz 119koz All-in sustaining costs* $807/oz $843/oz Total free cash flow* $302M $409M Pre-production capital** ($232M) Net cash flow $176M

*Refer to Appendix – Non-IFRS Performance Measures **Pre-production capital costs of $232 million excludes $12 million in construction readiness activities spent prior to major construction Refer to Appendix – Endnotes (1), (4), (5), (7) and (10)

1.2Moz

2P Reserves(1)

1.8Moz

M&I Resources(10)

0.7Moz

Inferred Resources(10)

Wahgnion Development Project

Permitted mining license: 89 km2 Exploration licenses:+1,000 km2

Four initial deposits at Wahgnion (Nogbele, Samavogo, Fourkoura & Stinger) located in close proximity to proposed plant site

Proposed Processing Plant

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Near-Term Upside Potential at Wahgnion: Reserve Update Expected by Mid-Year

Completed 73,000-Metre Targeted Infill Drill Program

• Infill drill program is targeting inferred resources

located near to the current reserve pits

• Objective is to increase drill hole density within the

existing inferred resources Aiming for a Conversion Rate of 25%-50% of Inferred

• Given demonstrated continuity of mineralization of the

inferred resources, 25%-50% of inferred resources is targeted to be converted to indicated

Target Area Along Strike Target Area at Depth $1,450 Resource Pit Limit $1,200 Reserves Pit Limit

Kafina West

Raul

Hillside 13

Significant Mid to Long-Term Upside Potential

Samavogo Nogbele Fourkoura Stinger

Bagu Sud Korindougou Ouahiri

Sud

Regional Exploration Includes ~12 Drill-Ready Targets

• Targets have potential to become resources and are

within trucking distance of proposed plant site

• Konatvogo: 2,000-metre NW-trending anomaly

between Fourkoura and Nogbele deposits. Up to 21.6 g/t Au from altered shear-hosted quartz vein outcrops

• Bassongoro: 1,500-metre NNE-trending soil and

auger anomaly (up to 15g/t Au). Intersection of regional Nianka and Fourkoura structures undrilled

Raul

Proposed Plant Site

Kondandougoug Konatvogo Bazogo Bassongoro Samavogo North

Muddhi Petit Colline

Reserve Deposits Exploration Targets

Golden Hill

Burkina Faso

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M&I Resources are inclusive of P&P Reserves

Uniquely Positioned: High-Grade, Big Potential

Siou Pit M&I: 0.89 Moz ¹ Mana M&I: 3.63 Moz ¹ Houndé M&I: 2.55 Moz ³ Yaramoko M&I: 0.81 Moz ² Acacia JVs ⁴ Karankasso JV Inf: 0.67 Moz ⁵ South Houndé JV Inf: 2.10 Moz ⁴ Sarama Permits

Teranga’s Golden Hill JV

Situated in the Heart of the Houndé Belt (Burkina Faso)

• 468 km2 situated ~250 km NE of Wahgnion
• One of the most prospective gold belts in the world
• In close proximity and along strike to other deposits

One of the Best High-Grade Projects in West Africa

• Plan to release an initial resource for Golden Hill’s

most advanced prospects by end of 2018

• $25 million financing secured for the future advancement
• f Golden Hill feasibility study

Joint Venture with Boss Resources (51%, earning 80%)

• Teranga, as the operator, can earn an 80% interest

in the JV upon delivery of a feasibility study and the payment of AUD2.5 million

Interpreted Geology

ANDESITE BASALT BASIN BATHOLITH CHERT CRANITOID TARKWAIAN

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Five Prospects Within ~6-Kilometre Radius of Central Point

• In just one year, there have been three discoveries at

Golden Hill

• To date Golden Hill has produced a series of high-grade,

near-surface drill results at the first five prospects:

– Ma – Jackhammer Hill – Peksou – C-Zone – Nahiri

• The close proximity of these targets and prospects lends

itself to a central mill/multi-deposit operation similar to Sabodala and Wahgnion

For full details on Golden Hill, please visit www.terangagold.com

Rapidly Progressing Towards an Initial Resource

GEOLOGY

Tarkwaian Type Sediments Volcano Sediments Mixed Volcano Sediments & Volcanics Basalt Grantoid Batholith

Ma North Ma Main Ma East Jackhammer Hill Peksou C-Zone B-Zone A-Zone Nahiri

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Ma Prospect – Representative Drill Section Ma Prospect – Drill Plan

Excellent Grades Near Surface and to Depth at Ma Structural Complex

High-Grade All Along Strike at Jackhammer Hill Prospect

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Jackhammer Hill Prospect – Representative Drill Section Jackhammer Hill Prospect – Drill Plan

Côte d’Ivoire Exploration

Guitry & Afema

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Guitry

• Completed the first-ever drilling program on the

property – 68 shallow air-core sectional profile holes – comprising 3,300 metres over the central 1 km extent of our current 7 km strike length gold-in-soil geochem anomaly

• Results from this first pass, near-surface drilling

program, will help us determine where to focus subsequent exploration within this large target

Endeavour Endeavour Perseus Randgold

Côte d’Ivoire

Guitry Tiassale Mahepleu Sangaredougou

Operating Gold Mine/ Development Project Newcrest

Dianra

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Afema

Exciting Opportunities in Côte d’Ivoire

Afema: Historical Resource* of 2Moz of Gold

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Afema Mine License Afema Exploration Permit Afema Exploration Permit Afema Exploration Permit

Ayamé Gold Horizon (33k Strike Length) Bafla Gold Horizon (34 km Strike Length) Sefwi-Bibiani Gold Belt (34 km Strike Length) Asankrangwa Gold Belt (30 km Strike Length) Andina Gold Horizon (13 km Strike Length)

Next Steps

• Compile and review previous

technical data to assist in guiding exploration programs

• Re-model historic resources to

identify areas for initial drilling evaluation

• Anticipate initiation of a property-

wide stream-sediment BLEG sampling program, soil sampling and drilling during Q2 2018

Summary

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2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028

~$100M annual free cash flow* (5)(6)(11)

Significantly Increasing Production and Improving Free Cash Flow

23 *Refer to Appendix – Non-IFRS Performance Measures Refer to Appendix – Endnotes (3), (4), (5), (6), (7) and (11)

Teranga Consolidated Production Profile (koz)(3),(4),(7)

350Koz

~$70M annual free cash flow*(5)

2020 – 2022 Sabodala + Wahgnion ~350Koz annual production Opportunities to maintain production and free cash flow through resource conversion & discoveries at Sabodala & Wahgnion

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SOURCES

Cash balance at December 31, 2017 88 Sabodala free cash flow (6) 88 Gold forward gold sales (~$1,340/oz)(13) 17 Taurus debt facility (Wahgnion tranche)(14) 165 Taurus debt facility (Golden Hill tranche)(14) 25 Equipment facility (based on indicative term sheets)(15) 10

Total Anticipated Sources 393 Anticipated Sources & Uses of Funds over 2018/2019 ($ millions)

Refer to Appendix – Endnotes (6) and (13) through (19)

Fully Funded to Bring Wahgnion Into Production & to Advance Golden Hill Feasibility

USES

Wahgnion pre-production capital(16) 232 Wahgnion pre-production operating costs(17) 19 Golden Hill Feasibility Study(14) 25 Corporate overhead 20 Repayment of revolver facility(18) 15 Consolidated minimum cash(19) 20

Total Anticipated Uses 331 Other Considerations(8) 62

Top 10 Shareholders % of o/s shares Shares Owned as at June 1, 2018 1 Tablo Corporation 21.7% 23,322,400 2 Van Eck Associates Corporation 6.0% 6,405,022 3 Ruffer LLP 4.8% 5,176,743 4 Dimensional Fund Advisors, L.P. 3.2% 3,424,839 5 OppenheimerFunds, Inc. 3.2% 3,380,828 6 Heartland Advisors, Inc. 3.0% 3,250,000 7 Franklin Advisers, Inc. 2.5% 2,707,200 8 Konwave AG 2.0% 2,152,000 9 Connor, Clark & Lunn Inv Mgmt 1.9% 2,075,000 10 LSV Asset Management 1.9% 2,019,540

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Share Price Performance (TSX: TGZ) (Closing price on December 12, 2017 – June 1, 2018)

Capital Structure and Recent Share Price Performance

Source: IR Insight on June 1, 2018

+5% +8% TGZ-TSX GDXJ Gold Price

Capital Structure (at March 31, 2018 unless otherwise noted) Common shares outstanding 107.3M Stock options outstanding 5.7M Fully diluted 113.0M Number of shares owned by insiders 23.8M Market capitalization (June 1, 2018) US$454M Cash / Net cash US$60M / US$45M

ASX Delisting Completed Compulsory Sale Facility before markets open

• n December 13 – stock price hit low of US$1.88

(compared to US$1.79 closing price on December 12)

+127%

Regular exploration updates Initial resource estimations by year end

Golden Hill Sabodala

Production of 210Koz-225Koz

2018 News Flow and Milestones

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Update resources in Q2 Update reserves in Q3 Update NI 43-101 technical report Project updates from Guitry and Afema

Wahgnion Côte d’Ivoire

Potential for Significant Share Price Appreciation

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Teranga’s Share Price (US$)

• vs. Net Present Value* (NPV)(12) per Share

48%

*Refer to Appendix – Non-IFRS Performance Measures Refer to Appendix – Endnote (12)

$4.23 $5.22 $6.26

Share Price BMO NPV per Share (Spot) Revalued Share Price

1.0x

Current TGZ NPV Trading Multiple(12)

1.2x

Average NPV Multiple for Medium Producers(12)

Data Source: BMO GoldPages published May 28, 2018 493 438 294 267 251 140 117 56

Roxgold B2Gold Endeavour Golden Star Semafo Teranga Alacer Perseus

EV/2P Reserves ($/oz) EV/2018E EBITDA

3.3 3.3 4.4 4.4 5.5 6.2 30.0

Golden Star Roxgold Teranga B2Gold Endeavour Semafo Alacer

Appendix

2018 Outlook

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Notes to 2018 Guidance A. 22,500 ounces of gold production are to be sold to Franco-Nevada Corporation at 20% of the spot gold price. B. Total cash cost per ounce sold is a non-IFRS financial measure and does not have a standard meaning under IFRS. C. All-in sustaining costs per ounce is a non-IFRS financial measure and does not have a standard meaning under IFRS. All-in sustaining costs per ounce sold include total cash costs per ounce, administration expenses, share based compensation and sustaining capital expenditures as defined by the World Gold Council. All-in sustaining costs also include cash / (non-cash) inventory movements and non-cash amortization of advanced royalties. D. Exploration and evaluation costs includes both Expensed Exploration, primarily attributable to exploration work on exploration permits, and Capitalized Reserve Development, which is work performed on Mine Licenses. E. Site development costs for 2018 include village relocation costs for the Sabodala village. F. Excludes capitalized deferred stripping costs, included in mine production costs. G. Construction readiness / early works expenditures for 2018 includes anticipated expenditures for the construction of the Wahgnion Gold Project prior to completion of a debt facility agreement. Other This forecast financial information is based on the following material assumptions for 2018: gold price: $1,250 per ounce; light fuel oil price $0.87/L; heavy fuel oil price $0.50/L; Euro:USD exchange rate of 1:1.17 Other important assumptions: any political events are not expected to impact

• perations, including movement of people, supplies and gold shipments; grades

and recoveries will remain consistent with the life-of-mine plan to achieve the forecast gold production; and no unplanned delays in or interruption of scheduled production.

2018 Guidance Operating Results Ore mined (‘000t) 2,000 – 2,500 Waste mined (‘000t) 35,000 – 37,000 Total mined (‘000t) 37,000 – 39,500 Grade mined (g/t) 2.50 – 3.00 Strip ratio waste/ore 16.5 – 18.5 Ore milled (‘000t) 4,200 – 4,400 Head grade (g/t) 1.70 – 1.90 Recovery rate % 90.0 – 91.5 Gold produced A (oz) 210,000 – 225,000 Cost of sales per ounce sold $/oz sold 950 – 1,025 Total cash cost per ounce sold B $/oz sold 700 – 750 All-in sustaining costs C $/oz sold 1,000 – 1,075 Cash / (non-cash) inventory movements and amortized advanced royalty costs C $/oz sold

• 50

All-in sustaining costs (excluding cash / (non-cash) inventory movements and amortized advanced royalty costs) C $/oz sold 950 – 1,025 Mining ($/t mined) 2.25 – 2.50 Mining long haul ($/t hauled) 2.50 – 3.50 Milling ($/t milled) 11.00 – 12.50 General and Administration ($/t milled) 4.25 – 4.50 Mine Production Costs $ millions 162.0 – 172.0 Corporate Administration Expense $ millions 11.0 – 13.0 Regional Administration Costs $ millions ~2.0 Community Social Responsibility Expense $ millions 4.0 – 5.0 Exploration and Evaluation D $ millions ~15.0 Sabodala Capital Expenditures Mine site sustaining $ millions 10.0 – 15.0 Site development costs E $ millions 10.0 – 15.0 Total Sabodala Capital Expenditures F $ millions 20.0 – 30.0 Growth Capital Expenditures Wahgnion early works G $ millions ~30.0 Wahgnion construction H $ millions 140.0 – 160.0 Total Growth Capital Expenditures $ millions 170.0 – 190.0

Unique Cornerstone Shareholder – Tablo Corporation – Currently Owns 22% of Teranga

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Initial private placement 34% Gryphon acquisition 8% Secondary public

• ffering

25% On market purchases 33%

Tablo Corporation Owns 23.2 Million Shares of Teranga at an Average Price of $3.94 David Mimran, Director of Teranga, Controls Tablo Corporation

• Mr. Mimran is CEO of Grands Moulins d’Abidjan and Grands

Moulins de Dakar, one of the largest producers of flour and agri- food in West Africa

• He is Special Advisor to the government of the Republic of Cote

d'Ivoire where he has led negotiations with the International Monetary Fund, the World Bank, the European Union, and the Government of the Republic of France Strong Cornerstone Investor with In-Depth Local Knowledge

• Mimran family has a long history of operating successfully and

responsibly in Africa

• Mimran Group is the largest private sector employer in both

Senegal and Côte d’Ivoire David Mimran / Tablo Committed to Long-Term Growth of Teranga

• Last November, Tablo announced its intention to add to its holdings

by acquiring up to 5% of Teranga’s issued and outstanding common shares over the next twelve months

1/3 of Tablo’s shares were purchased through exercise of a nti-dilution right relating to acquisition of Gryphon Minerals in October 2016 and November 2016 secondary offering

Extensive Organic Growth Pipeline

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Burkina Faso Senegal Côte d'lvoire

~$15M

2018 Exploration Budget

Senegal Burkina Faso $9M-10M Côte d’Ivoire ~$3M Senegal ~$1M

Operating Gold Mine/ Development Project

Wahgnion Gold Project

8.4% 4.8%

Implied Net Smelter Royalty

OJVG Acquisition Financed by Franco-Nevada

• In connection with Teranga’s transformational

acquisition of Oromin Joint Venture Group in 2014, Franco-Nevada invested $135 million in exchange for a fixed and floating stream on Teranga’s future production

• Fixed gold deliveries of 22,500 ounces per year from

2014 to 2019 with trailing 6% gold stream once fixed deliveries completed in 2019*

• Franco-Nevada to pay 20% of spot gold price per
• unce delivered (6% stream is equivalent to a 4.8%

NSR royalty)

• Streaming agreement covers Teranga’s current mine

license and land package Effective Cost of Franco-Nevada Stream on All-in Sustaining Costs per Ounce

(based on $1,200/ounce gold price)

$100 $58

2016E Post 2019

Effective Cost

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Executive Team

33 Richard Young, CPA President & CEO 25+ years experience in gold mining including 13 years at Barrick Gold including finance and corporate development Paul Chawrun, P.Eng, MBA Chief Operating Officer 25+ years experience in mining including serving as Director, Technical Services at Detour Gold Navin Dyal, CPA Chief Financial Officer 13 years experience in mining including 7 years at Barrick Gold as Head of Finance in copper business unit David Savarie, LL.B General Counsel & Corporate Secretary 11 years of Corporate Counsel experience in mining including his role as Deputy General Counsel and Corporate Secretary

• f Gabriel Resources

Aziz Sy, P.Eng, M.Sc., MBA General Manager, SGO 17+ years experience in managing gold exploration projects, including his work as Vice President Senegal Operations for the Oromin Joint Venture Group until its acquisition in 2014 by Teranga Gold Sepanta Dorri, MAcc, MBA, CPA VP, Corporate and Stakeholder Development 10 years experience in mining including 5 years at Xstrata Nickel in Strategic Planning and M&A. 2012 winner of the WXN Top 100 Canada's Most Powerful Women award, Trailblazers and Trendsetters Category David Mallo, B.Sc. Geology VP, Exploration 35+ years of mineral exploration in project evaluation and program management, playing an integral role in acquisition, discovery, and exploration of world-class deposits including Eskay Creek and Cobre Panama

Alan Hill, M.Eng Chairman 35+ years experience in mining including 20 years at Barrick Gold in project evaluation and development Christopher Lattanzi, B.Eng Director 30 years experience in mining property valuation, scoping, feasibility studies and project monitoring on a global basis. Founder of Micon International Richard Young, CPA President & CEO 25+ years experience in gold mining including 13 years at Barrick Gold in finance and corporate development Jendayi Frazer, Ph.D. Director 17 years experience in key roles supporting initiatives and policies to build Africa’s equity and commodity

• markets. First woman U.S. Ambassador

to South Africa William Biggar, MA, CPA Director 25+ years experience in senior executive positions in investment, mining and real estate including Barrick Gold and Merrill Lynch Edward Goldenberg, MA, BCl Director Distinguished career in policy including 10 years as Senior Policy Advisor to the Prime Minister of Canada and the Prime Minister's Chief of Staff in 2003. Honourary Doctorate of Laws from McGill University David Mimran Director & Teranga’s Largest Shareholder CEO of Grands Moulins d’Abidjan and Grands Moulins de Dakar, among the largest producers of agri-food in West

• Africa. Special Advisor to the Government
• f the Republic of Côte d'Ivoire

Alan Thomas, CPA Director 30+ years mining and energy industry experience in senior financial and director roles including 6 years as VP and CFO of ShawCor and 11 years as CFO of Noranda Frank Wheatley, LL.B Director 28 years mining industry experience as director, senior officer and legal counsel. Extensive experience in public financing, project debt financing, permitting of large- scale mining projects and strategic M&A

Board of Directors

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Qualified Persons Statement

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The technical information contained in this document relating to the Sabodala open pit mineral reserve estimates is based on, and fairly represents, information compiled by Mr. Stephen Ling, P. Eng who is a member of the Professional Engineers Ontario. Mr. Ling is a full time employee of Teranga and is not "independent" within the meaning of NI 43-101. Mr. Ling has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a "Qualified Person" under NI 43-101 Standards of Disclosure for Mineral Projects. Mr. Ling has consented to the inclusion in this document of the matters based on his compiled information in the form and context in which it appears in this document. The technical information contained in this document relating to Sabodala mineral resource estimates is based on, and fairly represents, information compiled by Ms. Patti Nakai-Lajoie. Ms. Nakai-Lajoie, P. Geo., is a Member of the Association

• f Professional Geoscientists of Ontario. Ms. Nakai-Lajoie is a full time employee of Teranga and is not "independent" within the meaning of NI 43-101. Ms. Nakai-Lajoie has sufficient experience which is relevant to the style of mineralisation

and type of deposit under consideration and to the activity which she is undertaking to qualify as a "Qualified Person" under NI 43-101 Standards of Disclosure for Mineral Projects. Ms. Nakai-Lajoie has consented to the inclusion in this document of the matters based on her compiled information in the form and context in which it appears in this document. The technical information contained in this document relating to the Sabodala underground ore reserves estimates is based on, and fairly represents, information compiled by Jeff Sepp, P. Eng., of Roscoe Postle Associates Inc. (“RPA”), who is a member of the Professional Engineers Ontario. Mr. Sepp is “independent” within the meaning of NI 43-101. Mr. Sepp has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a “Qualified Person” under NI 43-101 Standards of Disclosure for Mineral Projects. Mr. Sepp has consented to the inclusion in this document of the matters based on his compiled information in the form and context in which it appears in this document. The technical information contained in this document relating to the Wahgnion open pit mineral reserve estimates is based on, and fairly represents, information compiled by Mr. Glen Ehasoo, P. Eng., of RPA, who is a member of the Association

• f Professional Engineers and Geoscientists of British Columbia. Mr. Ehasoo is "independent" within the meaning of NI 43-101. Mr. Ehasoo has sufficient experience which is relevant to the style of mineralisation and type of deposit under

consideration and to the activity which he is undertaking to qualify as a “Qualified Person” under NI 43-101 Standards of Disclosure for Mineral Projects. Mr. Ehasoo has consented to the inclusion in this document of the matters based on his compiled information in the form and context in which it appears in this document. The technical information contained in this document relating to Wahgnion mineral resource estimates is based on, and fairly represents, information compiled by Mr. David Ross, P.Geo., of RPA, who is a Member of the Association of Professional Geoscientists of Ontario. Mr. Ross is "independent" within the meaning of NI 43-101. Mr. Ross has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a “Qualified Person” under NI 43-101 Standards of Disclosure for Mineral Projects. Mr. Ross has consented to the inclusion in this document of the matters based on his compiled information in the form and context in which it appears in this document. Teranga's exploration programs are being managed by Peter Mann, FAusIMM. Mr. Mann is a full time employee of Teranga and is not "independent" within the meaning of NI 43-101. Mr. Mann has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a “Qualified Person” as under NI 43-101 Standards of Disclosure for Mineral Projects. The technical information contained in this document relating to exploration results are based on, and fairly represents, information compiled by Mr. Mann. Mr. Mann has verified and approved the data disclosed in this release, including the sampling, analytical and test data underlying the information. The samples are prepared at site and assayed in the SGS laboratory located at the site. Analysis for diamond drilling is sent for fire assay analysis at ALS Johannesburg, South Africa. Mr. Mann has consented to the inclusion in this document of the matters based on his compiled information in the form and context in which it appears in this document. Teranga's disclosure of mineral reserve and mineral resource information is governed by NI 43-101 under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time by the CIM ("CIM Standards"). There can be no assurance that those portions of mineral resources that are not mineral reserves will ultimately be converted into mineral reserves. Teranga confirms that it is not aware of any new information or data that materially affects the information included in the technical reports for the Sabodala Project (August 30, 2017) and the Wahgnion Project (October 20, 2017) pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects (the “Technical Reports”), or year end 2017 results, market announcements and, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements concerning the Technical Reports continue to apply and have not materially changed.

36

Non-IFRS Performance Measures

The Company has included non-IFRS measures in this document, including “total cash costs”, “total cash costs per ounce sold”, “all-in sustaining costs” (“AISC”), “AISC (excluding cash / (non-cash) inventory movements and amortized advanced royalty costs)”, “AISC per ounce”, “AISC (excluding cash / (non-cash) inventory movements and amortized advanced royalty costs) per ounce”, “average realized gold price”, “earnings before interest, taxes, depreciation and amortization” (“EBITDA”), “free cash flow”, “adjusted net profit attributable to shareholders” and “adjusted basic earnings per share”. These measures are intended to provide additional information only and do not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently. “Total cash costs” figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is considered the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measure of other companies. “Total cash costs per ounce sold” is a common financial performance measure in the gold mining industry but has no standard meaning under IFRS. The Company reports total cash costs on a sales basis. The World Gold Council (“WGC”) definition of AISC seeks to extend the definition of total cash costs by adding corporate general and administrative costs, reclamation and remediation costs (including accretion and amortization), exploration and study costs (capital and expensed), capitalized stripping costs and sustaining capital expenditures and represents the total costs of producing gold from current operations. AISC excludes income tax payments, interest costs, costs related to business acquisitions and items needed to normalize earnings. Consequently, this measure is not representative of all of the Company’s cash expenditures. In addition, the calculation of AISC does not include depreciation expense as it does not reflect the impact of expenditures incurred in prior periods. Therefore, it is not indicative of the Company’s overall profitability. The Company also expands upon the WGC definition of AISC by presenting an additional measure of “AISC (excluding cash / (non-cash) inventory movements and amortized advanced royalty costs)”. This measure excludes cash and non-cash inventory movements and amortized advanced royalty costs which management does not believe to be true cash costs and are not fully indicative of performance for the period. For Sabodala and Wahgnion, life of mine total cash costs and AISC figures used in this presentation are before cash/non-cash inventory movements and exclude any allocation of corporate overheads. Consolidated total cash costs and all-in sustaining cost figures add corporate overhead costs. “Average realized price” excludes from revenues unrealized gains and losses on non-hedge derivative contracts. Management uses this measure to better understand the price realized in each reporting period for gold and silver sales. “EBITDA” excludes income tax, finance costs (before accretion expense), interest income, depreciation and amortization, and non-cash impairment charges from net profits. EBITDA is intended to provide additional information to investors and analysts and do not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Management believes that EBITDA is a valuable indicator of our ability to generate liquidity by producing operating cash flow to: fund working capital needs, service debt obligations, and fund capital expenditures. “Free cash flow” is calculated as net cash flow provided by operating activities less sustaining capital expenditures. The Company believes this to be a useful indicator of our ability generate cash for growth initiatives. Starting in 2018, the Company adopted “adjusted net profit attributable to shareholders” and “adjusted basic earnings per share” as new non-IFRS financial measures. These non-IFRS financial measures are used by management and investors to measure the underlying operating performance of the Company. Presenting these measures from period to period will help management and investors evaluate earnings trends more readily in comparison with results from prior periods. The Company calculates “adjusted net profit attributable to shareholders” as net profit attributable to shareholders adjusted to exclude specific items that are significant, but not reflective of the underlying operations of the Company, including: the impact of unrealized and realized foreign exchange gains and losses, gains and losses on derivative instruments, accretion expense on long-term obligations, impairment provisions and reversals thereof, and other unusual or non-recurring items. “Adjusted basic earnings per share” is calculated using the weighted average number of shares

• utstanding under the basic method of earnings per share as determined under IFRS.

For more information regarding these measures, please refer to the Company’s management’s discussion and analysis accessible on the Company’s website at www.terangagold.com.

37 A number of economic and technical studies have been prepared on the Afema project prior to Teranga’s entry into the Afema JV with Sodim. The most recent study, which included a mineral resource estimate for the Afema mine license, was issued by RockRidge Consulting Services Geologists for and on behalf of TGL and is dated as of June 27, 2016 (the “June 2016 Historical Estimate”). The June 2016 Historical Estimate includes an Indicated oxide resource estimate of 110Koz (comprised of 2.7Mt at an average grade of 1.26 g/t Au) and Inferred oxide resources of 122Koz (comprised of 3.0Mt at an average grade of 1.26 g/t Au). In addition, it includes an Indicated transitional resource estimate of 59Koz (comprised of 1.3Mt at an average grade of 1.39 g/t Au) and an Inferred transitional resource of 28Koz (comprised of 0.8Mt at an average grade of 1.11 g/t Au). Finally, the June 2016 Historical Estimate provides a sulphide resource estimate as follows: 865Koz Indicated ounces (comprised of 17.3Mt at an average grade of 1.55 g/t Au) and 806Koz inferred ounces (comprised of 17.8Mt at an average grade of 1.40 g/t Au). This historical estimate is reported as using a cut-off grade of 0.5 g/t Au. RockRidge further states that it reviewed the geological and grade continuity to supplement the review of data quality in order to confirm the CIM mineral resource classification categories used. As well, the June 2016 Historical Estimate states the following with respect to the basis of the mineral resource estimate:

• mineralized volumes were received for oxide, transitional and sulphide modelled volumes;
• gold grades were determined using ordinary kriging and Inverse distance squared interpolation (depending on data density) into a 3-dimensional block model constrained by

mineralization wireframes;

• the block models comprised sub-celled block dimensions of 5m x 5m x 1m and 5m x 5m x 2m (depending on data sampling interval);
• mineralized wireframes were truncated to the topographic surface reflecting the mining that had previously occurred on the property;
• gold values were investigated for outlier values and put though two statistical capping/cutting routines;
• Datamine Studio 3 was the modelling package; and
• relationship between geology and preliminary mining and economic factors was taken into account at all times.

Teranga considers the June 2016 Historical Estimate to be a “historical estimate” as defined under NI 43-101 and relevant as the most recent resource estimate on the Afema project. Further drilling, resource modelling and updates to key economic assumptions would be required to upgrade or verify these historical estimates as current mineral resources and accordingly they should be relied upon only as a historical resource estimate. A Qualified Person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves and Teranga is not treating the historical estimate as current mineral resources or mineral reserves.

Afema Mine License Historical Resource Estimate

Endnotes

38

1. Refers to proven and probable reserves of 1.2Moz for the Wahgnion project as per reserve estimate as of September 7, 2017 included in the Wahgnion technical report dated October 20, 2017 available on the Company’s website at www.terangagold.com and SEDAR at www.sedar.com. 2. Refers to proven and probable reserves of 2.7Moz for the Sabodala project as per reserve estimate as of June 30, 2017 included in the Sabodala NI 43-101 technical report dated August 30, 2017 available on the Company’s website at www.terangagold.com and SEDAR at www.sedar.com. 3. This production target is based on proven and probable reserves only from Teranga’s Sabodala Project as at June 30, 2017. For more information regarding Teranga Gold’s Mineral Reserves and Resources and related notes, please refer to the NI 43-101 compliant technical report for the Sabodala Project dated August 30, 2017 available on the Company’s website at www.terangagold.com and on SEDAR at www.sedar.com. 4. This production target is based on proven and probable ore reserves only for Teranga’s Wahgnion Project as at September 7, 2017. For more information regarding the Wahgnion’s Mineral Reserves and Resources and related notes, please refer to the NI 43-101 compliant technical report for the Wahgnion Project dated October 20, 2017 accessible on the Company’s website at www.terangagold.com and on SEDAR at www.sedar.com. 5. LOM assumptions include: Gold Price $1,250 per ounce Heavy Fuel Oil (HFO): Wahgnion - $0.59 per litre; Sabodala - $0.46 per litre Light Fuel Oil (LFO): Wahgnion - $1.04 per litre ($0.88 per litre during construction period); Sabodala - $0.81 per litre Euro to USD Exchange Rate: $1.10 6. This Sabodala free cash flow is an estimate that is based on the updated life of mine plan and reserve estimate for the Sabodala project, as set out in the Technical Report of Teranga for the Sabodala Project, Senegal, West Africa, dated August 30, 2017 (the “Sabodala Technical Report”). See in particular Section 21 of the Sabodala Technical Report - Capital and Operating Costs. 7. See the NI 43-101 compliant technical report for the Wahgnion Project. This LOM production plan assumes that the Wahgnion Project plant construction will commence in Q1 2018. If the Wahgnion plant construction commences in Q2 2018 instead, the LOM production plan is expected to shift by several months. 8. Other considerations (uses) is an estimate of potential other uses of the Company’s cash during the period, including, but not limited to, acquisition costs to acquire an interest in the Afema project, discretionary exploration expenditures, financing costs and costs to secure the Taurus Facility. Actual amounts may total more or less than the aggregate amount specified. 9. Teranga’s Sabodala Mineral Reserves and Mineral Resources estimates as at June 30, 2017. For more information regarding Sabodala’s Mineral Reserves and Resources and related notes, please refer to the NI 43-101 compliant technical report for the Sabodala Project dated August 30, 2017 accessible on the Company’s website at www.terangagold.com and on SEDAR at www.sedar.com.

• 10. Teranga’s Wahgnion Mineral Reserves and Mineral Resources estimates as at September 7, 2017. For more information regarding Wahgnion’s Mineral Reserves and Resources and related notes, please refer to

the NI 43-101 compliant technical report for the Wahgnion Project dated October 20, 2017 accessible on the Company’s website at www.terangagold.com and on SEDAR at www.sedar.com.

• 11. Free cash flow excludes Wahgnion financing and corporate-wide resource development and exploration expenditures. Please see table on slide 7 of the Company’s Investor & Analyst Workshop presentation

dated September 14, 2017, which was filed on www.sedar.com.

• 12. Net Present Value (“NPV”) per share is a Non-IFRS financial measure. NPV per share, average NPV multiple of medium producers, and Teranga’s share price is as per BMO GoldPages published May 28, 2018.

According to BMO GoldPages, NPV per share is calculated using the net present value of the life of mine cash flows based on the NI 43-101 plan, less cash flow of corporate costs, less net debt per share, using the model at SPOT commodity prices and exchange rates. The “Revalued Share Price” is calculated using the NPV per share at SPOT times the NPV multiples as listed. The BMO NPV calculation assumes a US$1,302 SPOT gold price per ounce, 5% discount, 0.79 USD/CAD exchange rate.

Endnotes (continued)

39

• 13. The Company executed forward gold sales contracts totaling 187,500 ounces of gold commencing January 1, 2018 through September 30, 2019, at an average price of $1,340 per ounce of gold. The forward gold

sales contracts can be settled at the option of Teranga in either cash or by physical delivery of gold. As part of this forward gold sales program, 25,000 ounces of gold previously due for settlement during the fourth quarter of 2017, was rolled over to now settle during the first quarter 2019. The Company has scheduled 26,500 ounces of gold for settlement in each of the four quarters of 2018 as well as second quarter 2019. Lastly, the Company has scheduled 30,000 ounces for settlement during the third quarter 2019. The incremental free cash flow benefit to Teranga is calculated by multiplying the total ounces under the forward sales program of 187,500 ounces of gold by the difference between the average hedge price of $1,340 per ounce and the Company’s long-term gold price assumption of $1,250 per ounce.

• 14. Teranga concluded an agreement with various funds managed by Taurus Funds Management Pty Ltd. For a $190 million secured development finance facility (“Taurus Facility”). The Taurus Facility included $165

million to be used towards funding the development of Wahgnion and to repay all of the Company’s current bank debt, totaling $15 million drawn on its Revolver Facility (“Wahgnion Tranche”); $25 million to be used towards future advancement of a Feasibility Study for Golden Hill (“Golden Hill Tranche”); and $10 million equipment lease facility carve out for which the Company has received a number of term sheets and is currently evaluating. Material terms of the Taurus Facility are as follows: i. Wahgnion Tranche ($165 million)

• Interest rate of 8.75% per annum on drawn amount, payable quarterly in arrears.
• Principal repayments commence in the quarter ending March 31, 2020, followed by 10 quarterly repayments commencing July 31, 2020 and a bullet repayment on December 31, 2022.
• Early repayment is permitted at any time without penalty.
• The Company will enter into an offtake agreement for 1.075 million ounces of Wahgnion production pursuant to which the Company will receive the prevailing spot price subject to an agreed upon

quotational period. ii. Golden Hill Tranche ($25 million)

• Interest rate of 8.75% per annum on drawn amount, payable quarterly in arrears.
• Bullet repayment on December 31, 2022.
• Early repayment is permitted at any time without penalty.
• Conditions precedent to drawdown include the completion of a satisifactory preliminary economic assessment of Golden Hill as well as customary conditions precedent.

iii. In connection with the execution of the Taurus Facility, the Company also issued to Taurus an aggregate of 2,000,000 unlisted 4-year warrants to acquire the Company’s common shares at an exercise price equal to C$5.22 per share.

• 15. There is no guarantee Teranga will be able to negotiate and enter into an equipment finance facility for $10 million in respect of the Wahgnion Project on terms that are acceptable to us. Any such equipment finance

facility, if entered into, could be more or less than this amount.

• 16. See the Wahgnion Feasibility Study. Wahgnion pre-production capital costs of $232 million are an estimate only and excludes $12 million in estimated construction readiness activities expected to be spent prior to

major construction. Actual Wahgnion pre-production capital costs could be greater or less than this amount.

• 17. See the Wahgnion Feasibility Study.
• 18. Proceeds from the debt facility will be used, in part, to repay amounts owing under the Revolver Facility with Société Generale. The Revolver Facility will subsequently be terminated.
• 19. Consolidated minimum cash represents the minimum amount of cash or working capital that the Company considers as appropriate to conduct day-to-day operations.

Trish Moran Head of Investor Relations 77 King Street West, Suite 2110 Toronto, ON M5K 2A1 T: +1.416.607.4507 E: investor@terangagold.com W: terangagold.com

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