BMO Conference Multi-Asset Mid-Tier February 25-28, 2018 TSX:TGZ / - - PowerPoint PPT Presentation

TSX:TGZ / OTCQX:TGCDF

BMO Conference

February 25-28, 2018 The Next Multi-Asset Mid-Tier West African Gold Producer

Richard Young

President & CEO

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Forward-Looking Statements

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This document contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"), which reflects management's expectations regarding Teranga's future growth opportunities, results of operations, performance (both operational and financial) and business prospects (including the timing and development of new deposits and the success of exploration activities) and other opportunities. Wherever possible, words such as “plans”, “expects”, “does not expect”, “scheduled”, “trends”, “indications”, “potential”, “estimates”, “predicts”, “anticipate”, “to establish” or “does not anticipate”, “believe”, “intend”, “ability to” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, or are "likely" to be taken, occur or be achieved, have been used to identify such forward looking information. Specific forward-looking statements include, without limitation, all disclosure regarding possible events, conditions or results of

• perations, future economic conditions and anticipated courses of action.

Although the forward-looking statements contained in this document reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, Teranga cannot be certain that actual results will be consistent with such forward-looking information. Such forward-looking statements are based upon assumptions, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments that management believe to be reasonable and relevant but that may prove to be incorrect. These assumptions include, among other things, the ability to obtain 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, as well as other risks and uncertainties which are more fully described in Teranga's Annual Information Form dated March 30, 2017, and in other filings of Teranga with securities and regulatory authorities which are available at www.sedar.com. Teranga does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Nothing in this document should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities. All references to Teranga include its subsidiaries unless the context requires otherwise. This presentation is as of February 23, 2018. 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: A Re-Rating Opportunity

(C$)

Gold Price per Ounce Assumption Cash balance as at December 31, 2017 Wahgnion Project NPV5% based on 2P(1) Sabodala NPV5% based on 2P(2)

$5.11 $1.41 $1.02 $1,300

$3.50

TGZ Current Share Price

(closing price Feb 26, 2018)

$7.54

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)

0% 10% 20% 30% 40% 50% 60%

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Share Price Performance (TSX: TGZ) (Closing price on December 12, 2017 – February 26, 2018)

Capital Structure and Recent Share Price Performance

Source: IR Insight on February 26, 2018 ASX Delisting Completed Compulsory Sale Facility before markets open

• n December 13 – stock

price hit low of $2.30 (compared to $2.42 closing price on December 12)

+7% +7% +45% TGZ-TSX GDXJ Gold Price

Capital Structure (at December 31, 2017 unless otherwise noted) Common shares outstanding 107.3M Stock options outstanding 4.5M Fully diluted 111.8M Number of shares owned by insiders 23.8M Market capitalization (February 26, 2018) C$376M/ US$294M Cash / net cash $88M / $70M Top shareholders % of o/s shares As at Jan 31, 2018 1 Tablo Corporation 21.5% 23,128,900 2 Van Eck Associates Corporation 6.1% 7,573,022 3 Heartland Advisors 4.5% 4,800,000 4 Ruffer LLP 4.3% 4,607,243 5 Oppenheimer Funds 3.2% 3,460,828 6 Dimensional Fund Advisors 2.9% 3,100,539 7 Franklin Advisers 2.5% 2,707,200 8 Universal-Investment Gesellschaft 1.6% 1,735,000 9 LSV Asset Management 1.6% 1,719,540 10 Konwave AG 1.6% 1,698,197

Senegal Côte d’Ivoire Burkina Faso

Mali Guinea

Guinea- Bisseau The Gambia

Ghana Benin Niger Sierra Leone Liberia Togo

Sabodala Gold Mine

1.4Moz production since IPO in late 2010 6

Wahgnion Development Project

Expect to close financing and commence construction in Q2 2018

Golden Hill Exploration JV Gourma Exploration JV Guitry Dianra Mahepleu Tiassale Sangaredougou

Building The Next Multi-Asset Mid-Tier West African Gold Producer

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)

FY2017 Highlights

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

Achieved record production of 233,267 oz

• f gold

Increased Sabodala reserves by 400,000 oz and filed updated NI 43-101(2) Announced positive feasibility for Wahgnion Project including reserves of 1.2 million oz(1) More positive drill results from Golden Hill

   

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

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 ~$100M annual free cash flow* (11)

Significantly Increasing Production and Improving Free Cash Flow

8 *Refer to Appendix – Non-IFRS Performance Measures Refer to Appendix – Endnotes (3), (4), (5), (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

Extensive Organic Growth Pipeline

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Burkina Faso Senegal Côte d'lvoire

~$15

MILLION

2018 Exploration Budget

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

Operating Gold Mine/ Development Project

Wahgnion Gold Project

Strong Financial Position

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$88 Million

Cash balance as at December 31, 2017

+$90 Million(6)

Estimated cash flow from Sabodala 2018-2019

Net $150 Million

Net $150M project debt facility expected to close in Q2 2018

Solid Financial Position

to fund pre-production capital cost

• f building second mine

(Wahgnion)

Refer to Appendix – Endnote (6)

Sabodala

Senegal, West Africa

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12 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 (Senegal) Mine License Reserve Development – Niakafiri

• Focused on resource definition and converting resources

Regional Land Package

• Property-wide bulk leach extractable gold (BLEG) sampling

program completed to identify new exploration targets 2.7 Million Ounces in Proven & Probable Reserves

• 4.4 million ounces in measured and indicated resources(9)
• 13-year mine life(9)

Largest Gold Mine in Mining-Friendly Senegal

Refer to Appendix – Endnotes (2) and (9)

Mali

Niakafiri Goumbati West

Life of Mine Summary(2) 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

Proven and Probable Reserves(2) (Moz)

Replacing Reserves & Increasing Production and Cash Flow

1.7 1.6 2.8 2.6 2.6 2.7 2011 2012 2013 2014 2015 2017

Updated Sabodala Technical Report: Annual Average Production of 176Koz at AISC* of Less Than $900/oz

Maki Medina

13 *Refer to Appendix – Non-IFRS Performance Measures Refer to Appendix – Endnotes (2) and (6)

($40) ($20) $0 $20 $40 $60 $80

2018 2019 2020 2021 2022

5-Year Cash Flow(6) Before Taxes and Other ($1,250/oz)

June 2017 43-101 Dec 2015 43-101

• 50,000

100,000 150,000 200,000 250,000

2018 2019 2020 2021 2022

5-Year Production Profile (oz)

June 2017 43-101 Dec 2015 43-101

Wahgnion Project

Burkina Faso, West Africa

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Mali Ghana Benin Niger Togo

Burkina Faso

Côte d’Ivoire Tongon Bobo-Dioulasso

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Strategic Pillar of Teranga’s Growth Plan: Wahgnion (Formerly Banfora) Project

Ideally Situated on a Prolific Gold Belt

• Permitted mining license that covers 89 km2
• Exploration licenses covering +1,000 km2

Initial Feasibility Study

• Includes only 4 deposits: Nogbele, Stinger, Samavogo and Fourkoura
• Proven and probable reserves of 1.2Moz
• Measured and indicated resources of 1.8Moz
• Inferred resources of 0.7Moz

Senegal

Samavogo Stinger Wahgnion Project Nogbele Fourkoura

Wahgnion

Proposed Plant Site Life of Mine Summary 5.5 years LOM (9 years) Annual production(1) 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 Refer to Appendix – Endnote (1)

Next Steps

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Q1 2018 Q2 2018 Mid 2018 YE 2019

• Close project debt financing
• Commence plant construction
• Announce details of

committed financing

• Update reserves
• Update NI 43-101
• Anticipated first gold

pour at Wahgnion

Golden Hill

Burkina Faso

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Uniquely Positioned at Golden Hill

Situated in the Heart of the Houndé Belt in Burkina Faso

• 468 km2 situated ~200km NE of Wahgnion gold project
• One of the most prospective gold belts in the world today
• On the Houndé belt in close proximity and along strike to other large

deposits Exploring Drill-Ready Targets

• Previous exploration work defined high quality prospects

Joint Venture (51%, earning 80%)

• Joint venture partner is Boss Resources (ASX:BOE)
• Teranga has an earn-in agreement with Boss pursuant to which 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

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Golden Hill: High-Grade, Big Potential

Five Prospects Within ~5 km 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

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Ma Prospect – Representative Drill Section Ma Prospect – Representative Drill Section

Ma Prospect: Rapidly Progressing Towards an Initial Resource for Golden Hill in 2018

These two sections outline the continuity of gold mineralization identified by drilling along the western half of Ma Main and demonstrates the presence of multiple mineralized zones including the BZ-1 and BZ-2 mineralized shear zones in section G-G’. Mineralization remains open to further expansion at depth.

Hidden Potential at Jackhammer Hill Prospect

Jackhammer Hill highlight drill results (uncut grades) include the following: Section 0+80 SW: 14 m @ 110.6 g/t Au, including 5 m @ 306.7 g/t Au, including 1 m @ 1,499.0 g/t Au (GHDD-111); Section 2+00 SW: 10 m @ 3.44 g/t Au, including 1 m @ 19.00 g/t Au (GHDD-103); Section 2+00 SW: 9 m @ 4.13 g/t Au, including 3 m @ 10.63 g/t Au and, 15 m @ 5.72 g/t Au, including 4 m @ 16.37 g/t Au, including 1 m @ 42.00 g/t Au (GHDD-104); Section 2+00 SW: 8 m @ 10.49 g/t Au, including 1 m @ 71.93 g/t Au (GHDD-222); Section 2+40 SW: 9 m @ 34.25 g/t Au, including 6 m @ 51.10 g/t Au, including 1 m @ 294.4 g/t Au (GHDD-221)

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

Early-Stage Exploration Success at Peksou and C-Zone Targets

Peksou Prospect – GHDD003 Cross-Section C-Zone – Drill Plan

Current minimum strike length of 600 metres with initial core drill results of: 6 m @ 20.33 g/t Au; 8 m @ 5.97 g/t Au and 36 m @ 2.32 g/t Au. Aggressive drill program to continue throughout 2018

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C-Zone prospect is the newest prospect to be drill tested with encouraging results including 11 m @ 4.87 g/t Au and 8 m @ 3.76 g/t Au. A follow-up drill program will be undertaken here in early 2018.

Côte d’Ivoire Exploration

Guitry & Afema

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Exciting Opportunities in Côte d’Ivoire

Initial 5 Greenfield Exploration Tenements Totaling +1,800 km2

• Positive preliminary results at the Guitry prospect have

made it a priority

• 3 km x 7 km gold-in-soil geochemical anomaly
• Initial drilling evaluation being undertaken with

4000-metre RC drill program underway Recently Added 1,400 km2 Afema Land Package

• Afema mine license
• Three exploration permits (Ayame, Mafere, Aboisso)

Endeavour Endeavour Perseus Randgold

Côte d’Ivoire

Guitry Tiassale Mahepleu Sangaredougou

Operating Gold Mine/ Development Project Newcrest

Dianra

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Afema

Côte d’Ivoire Ahafo 17 Moz Newmont 3 Afema Exploration Permits Afema Mining Permit Bibiani 7 Moz Resolute Mining Chirano 5 Moz Kinross Edikan 6.6 Moz Perseus Bogoso/Prestea18 Moz Gold Star Konogo 1.4 MozSignature Metals Akyem Newmont Essase 5.19 Moz Obotan 5.5 Moz Asanko Obuasi 41 Moz Anglo Gold Ashanti Kubi 0.9 MozAsaute Gold Corporation Damang 7.1 Moz Goldfields Tarkwa 24 Moz Iduapriem 8.2 Moz AngloGold Ashanti Kumasi Cape Coast Sefwi-Bibiani Gold Belt Asankrangwa Gold Belt Ashanti Gold Belt Winneba-Kibi Gold Belt Ghana 25

Afema: Looking to Confirm and Improve Historical Resource* of 2Moz of Gold

Well Located Geologically

• Along trend and within the same gold belts of a

number of high profile producing mines in Ghana JV With Sodim Limited (51%, earning 70%)

• Teranga can earn a 70% interest through the

completion of a three-year $11M exploration and community relations work program and the delivery

• f a positive feasibility study
• Teranga will sole fund and manage the exploration

programs and feasibility studies

• Upon delivery of a positive feasibility study, Sodim

can elect to maintain 30% or convert to a 3% NSR

• Sodim received $2.5 million upon signing of MOU –

with progressive payments of up to $7.5 million with the delivery of a positive feasibility study

*Refer to Appendix – Afema Mine License Historical Resource Estimate

Wrap-Up

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2018 News Flow and Milestones

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Regular exploration updates starting in Q1 Maiden resource Announcement and closing project financing Commence mill construction Update reserves Update NI 43-101 technical report Project updates from Guitry and Afema

Wahgnion Golden Hill Côte d’Ivoire Senegal

Production of 210Koz-225Koz Commence Niakafiri relocation

Potential for a Major Rate Reset

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Teranga’s Share Price

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

75%

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

C$3.50 C$5.09 C$6.11

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

0.50x

Current TGZ NPV Trading Multiple(12)

1.2x

Average NPV Multiple for Medium Producers(12)

Data Source: BMO GoldPages published February 26, 2018

EV/2018E EBITDA

508 441 309 254 239 94 86 57 52

B2Gold Roxgold Endeavour Golden Star Semafo Alacer Teranga Asanko Perseus

EV/2P Reserves ($/oz)

3.4 3.5 4.1 4.3 5.0 6.0 6.3 30.0

Asanko Teranga Roxgold Golden Star Semafo Endeavour B2Gold Alacer

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.

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Non-IFRS Performance Measures

The Company has included non-IFRS measures in this document, including “total cash cost per ounce of gold sold”, “all-in sustaining costs per ounce”, “free cash flow from operations” and “EBITDA”. The Company believes that these measures, in addition to conventional measures prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of the Company. The non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers. 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. The World Gold Council (“WGC”) definition of all-in sustaining costs 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. All-in sustaining cost 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 all-in sustaining costs 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. For Sabodala and Wahgnion, life of mine total cash costs and all-in sustaining costs figures used in this presentation are before cash/non-cash inventory movements and exclude any allocation of corporate

• verheads. Total cash costs and all-in sustaining costs figures for Sabodala further excludes amortized advanced royalty costs. Other companies may calculate this measure differently. Consolidated total cash

costs and all-in sustaining cost figures add corporate overhead costs. Other companies may calculate this measure differently. The Company calculates free cash flow from operations as net cash flow provided by operating activities less sustaining capital expenditures. The Company believes this to be a useful indicator of its ability to generate cash for growth initiatives. “Earnings before interest, taxes, depreciation and amortization” (“EBITDA”) is a non-IFRS financial measure, which excludes income tax, finance costs (before unwinding of discounts), interest income, depreciation and amortization, and non-cash impairment charges from net earnings. 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. Net asset value (“NAV”) per share and net present value (“NPV”) per share are non-IFRS financial measures. NAV per share is equal to NPV per share and is calculated using the NPV of the life of mine (“LOM”) cash flows based on the Wahgnion and Sabodala 43-101 technical reports. The NPV calculation assumes a long-term gold price of $1,300 per ounce, a 5% discount rate, a 0.79 CAD/USD exchange rate, a 1.10 Euro/USD exchange rate, and current cash on hand. It includes interest, income taxes, and changes in working capital and excludes corporate administration, exploration expenditures, minority interest payments and debt repayments. The Wahgnion and Sabodala NPV are based on reserves only. 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.

Endnotes

31

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, discretionary exploration expenditures, financing costs and any cost overrun

• r minimum cash requirements that might be contained in any completed debt financing agreement. 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 January 15,
• 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$1,229 SPOT gold price per ounce, 5% discount, 0.79 USD/CAD exchange rate..

32 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

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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