Investor Presentation Building a July 2019 Multi-Asset Mid-Tier - - PowerPoint PPT Presentation

TSX:TGZ / OTCQX:TGCDF

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

July 2019

2

Forward-Looking Statements

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.

3

Senegal Côte d’Ivoire Burkina Faso

Mali Guinea

Guinea- Bissau The Gambia

Ghana Benin Niger Sierra Leone Liberia Togo Gourma Exploration Guitry Dianra Sangaredougou

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

Afema

Golden Hill Advanced Exploration Project

Mineral Resource: (3) Indicated: 415koz @ 2.02 g/t Au Inferred: 644koz @ 1.68 g/t Au

Wahgnion Gold Operation

2P Reserves: 1.6Moz(1)

Sabodala Gold Operation

2P Reserves: 2.7Moz(2)

Miminvest and Afema Permits

Refer Endnotes (1), (2) and (3) in the Appendix

4

Sabodala Gold Mine

(Senegal)

Wahgnion Gold Mine

(Burkina Faso)

Golden Hill Project

(Burkina Faso)

Miminvest & Afema JVs

(Côte d’Ivoire)

Exploration & Resource Conversion

Mid-Tier Producer with Scale and Diversification

Strong Organic Growth Pipeline

4

$71.4 $92.1 2017 2018

Net Cash Provided by Operating Activities

($ millions)

29%

Increase

$95.3 $111.9 2017 2018

17%

Increase

EBITDA*

($ millions)

*Refer to Non-IFRS Performance Measures in the Appendix

$69.6 $82.1 2017 2018

18%

Increase

Gross Profit

($ millions)

Revenue

($ millions)

$291.7 $312.6 2017 2018

7%

Increase

5

Solid Operating Performance Underlies Strong Financial Results in 2018

Liquidity

6

As at March 31, 2019

Cash & Cash Equivalents

$56.2M

Wahgnion Debt Facility

Total drawdown: $136.8M Remaining balance: $28.2M

Golden Hill Debt Facility

Total drawdown: $10M Remaining balance: $25M

Subsequent to Q1 2019

(As at May 3, 2019)

Equipment Facility

Total drawdown: $7.2M Remaining balance: $5.3M

WGO project capital spend as at March 31, 2019

……………………………………..

OF $224M TOTAL COMMITMENT VALUE

$176M

As reported May 3, 2019

7

Focused On People

Teranga Safety Record Amongst Best in Industry

(based on LTIs per million hours worked)

WELL BELOW INDUSTRY AVERAGE* OF 5.81 LTIs PER MILLION HOURS WORKED

0.53

LTI Frequency Rate SABODALA LTI Frequency Rate WAHGNION

*Based on mining profile of ANZSIC 2006, 2016/17 for metal ore mining

Number of Senegalese Nationals Employed at Sabodala Gold Mine Continues to Rise

870 861 966 1,053 1,124 1,089 1,245 86 96 95 92 85 69 66 2012 2013 2014 2015 2016 2017 2018 Senegalese Nationals Expatriates

95%

• f Sabodala

Employees are Senegalese

8

Local Procurement $139.7M Local Payroll $8.9M Government Payments $43.6M

$193M

Direct Contributions to the Sabodala Community

$1.1M

Teranga’s Contribution to Senegal

(for the year ended December 31, 2018)

 112 households benefiting from Teranga-sponsored cassava agricultural program at Wahgnion  130+ tons of vegetables produced in Teranga market gardens by 1,000+ women in Senegal  $300K+ invested in education in Burkina Faso and Senegal  $280K invested in health across near-mine jurisdictions, including a malaria spray program in Senegal, infrastructure, and a community ambulance at Wahgnion

Ensuring Our Communities Are Better Off in the Long-Term

9

Leading with Our Social License



Prospectors & Developers Association of Canada 2017 Environmental & Social Responsibility Award United Nations Global Compact Network Canada Sustainability Award 4X Winner of Corporate Knights Future 40 Responsible Corporate Leaders in Canada Capital Finance International: Best ESG Responsible Mining Management West Africa

  

WORKING HARD WITH ALL OF OUR STAKEHOLDERS TO BE A PARTNER OF CHOICE

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

10

Initial private placement 33% Gryphon acquisition 8% Secondary public

• ffering

25% On market purchases 34%

Tablo Corporation Owns 23.8 Million Shares

• f Teranga at an Average Price of C$3.88

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

• Long history of operating responsibly in Africa
• Mimran Group is the largest private sector employer in both

Senegal and Côte d’Ivoire Committed to Teranga’s Long-Term Growth

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

holdings by acquiring up to 5% of Teranga’s issued and

• utstanding common shares in the open market

One-third of Tablo’s shares were purchased through exercise of anti-dilution right relating to acquisition of Gryphon Minerals in October 2016 and November 2016 secondary offering. Initial private placement was made in October 2015.

• Record quarterly

gold production of 71,946 ounces

• Per ounce cost

metrics improved YoY

• On track to achieve

2019 production & cost guidance

• On budget and well
• n schedule
• On track for

commissioning in Q3 and ramp-up of production in Q4

• Completed first of

two resettlement areas

2019 Has All The Makings of Another Good Year

11

• Released early-

stage initial mineral resource estimate

• Ongoing studies to

advance towards feasibility stage

• Completed Afema

economic evaluation for government

• Conducted

airborne magnetic and radiometrics survey

Sabodala

Senegal, West Africa

12

13

Life of Mine Summary(5)(6) 5 Years

(2018-2022)

Annual production(4) 213koz All-in sustaining costs* $885/oz Total free cash flow*(6) $230M Strong 5-Year Profile with Potential to Increase Mine Life

Masato Mamasato Kouroundi Kerekounda Kourouloulou Golouma South Koulouqwinde Koutoniokollo Kinemba East Kobokoto Goumbati West Maki Medina Golouma West Golouma North Soukhoto Niakafiri East Niakafiri West Diadiako Gora

Sabodala Gold Mine (Open-Pit) Senegal, West Africa

Permitted mining license: 291 km2 *Refer to Non-IFRS Performance Measures in the Appendix Refer Endnotes (2),(4),(5) and (6) in the Appendix

2.7Moz

2P Reserves(2)

4.4Moz

M&I Resources(2)

13-Year

Mine Life(4)

Largest Gold Producer in Senegal with Significant Resource Base & Long Mine Life

14 (Per Ounce)

2017 2018 2018 Guidance Cost of sales $961 $937 $950 – $1,025 Total cash costs* $721 $660 $700 – $750 All-in sustaining costs* $1,024 $1,006 $1,000 – $1,075 Non-cash inventory movements and amortized advanced royalty costs ($81) ($66) ($50) All-in sustaining costs (excluding non-cash inventory movements and amortized advanced royalty costs)* $943 $940 $950 – $1,025

17 131 214 207 212 182 217 233 245

2010 2011 2012 2013 2014 2015 2016 2017 2018

+5%

Record Annual Production 3-Years Running

(Koz Au)

Improved Costs; Beat Guidance

*Refer to Non-IFRS Performance Measures in the Appendix

1.7Moz of Gold Produced at Sabodala Since IPO in December 2010

GENERATED ~$50 MILLION IN NET CASH FLOW IN 2018

Track Record of Replacing Reserves at Sabodala

Sabodala Proven and Probable Reserves(2)

(Moz)

15

Significant Opportunity for Growth at Sabodala

• Advancing the Sabodala village relocation to drill
• ut Niakafiri, the largest deposit on the mine

license, and to increase remaining mine life

• World-class resettlement of ~600 homes

according to IFC Performance Standards and international best practices

• Full government and community support

Resettlement expected to be completed in 2020 1.4 1.7 1.6 2.8 2.6 2.6 2.7

2010 2011 2012 2013 2014 2015 2017

Graph includes years for which there was a reserve update Refer to Endnote (2) in the Appendix

Wahgnion Project

Burkina Faso, West Africa

16

Building Teranga’s Second Open-Pit Mine

17

Wahgnion Development Project Burkina Faso, West Africa

Permitted mining license: 89 km2 *Refer to Non-IFRS Performance Measures in the Appendix **Pre-production capital costs of $240 million excludes $16 million in construction readiness activities spent prior to major construction Refer to Endnotes (1), (5), and (7) in the Appendix

Life of Mine Summary(5) Initial 5 Years

2020-2024

Annual production(7) 132koz All-in sustaining costs* $761/oz Total free cash flow* $311M

13-Year

Mine Life(7)

1.6Moz

2P Reserves(1)

2.4Moz

M&I Resources(1)

Strong 5-Year Profile with Potential to Increase Mine Life

Kafina West

Raul

Hillside 18

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

Processing Plant

Kondandougoug Konatvogo Bazogo Bassongoro Samavogo North

Muddhi Petit Colline

Reserve Deposits Exploration Targets

Wahgnion (Burkina Faso)

Exploration licenses:+1,000 km2

19

Recycle Crushing Facility, June 2019

Wahgnion: Plant Commissioning in Progress

 Full operations team established  Construction near complete – handover to operations team ongoing  Plant commissioning in progress – first gold pour expected Q3 2019  Large ore stockpile established  Two resettlement sites complete with successful village relocation WAHGNION 2019 PRODUCTION GUIDANCE: 30,000 oz – 40,000 oz

Golden Hill

Burkina Faso, West Africa

20

Sources ¹ Capital IQ (December 2017) ² Capital IQ (November 2017) ³ Capital IQ (December 2017) ⁴ Capital IQ (February 2016) ⁵ Capital IQ (October 2017)

M&I Resources are inclusive of P&P Reserves Siou Pit M&I: 0.89 Moz ¹ Mana M&I: 6.27 Moz ¹ Houndé M&I: 2.53 Moz ³ Yaramoko M&I: 1.45 Moz ² Acacia JVs ⁴ Karankasso JV M&I: 0.80 Moz ⁵ South Houndé JV M&I: 2.10 Moz ⁴ Sarama Permits M&I: 0.43 Moz 6

Geology

Andesite Basalt Basin Batholith Chert Granitoid Tarkwaian

Houndé Belt

Burkina Faso, West Africa

ACC Holdings Permits (Dossi earn-in)

Teranga’s Golden Hill Project

Mineral Resource: (3) Indicated: 415koz @ 2.02 g/t Au Inferred: 644koz @ 1.68 g/t Au

Early-Stage Initial Resource Provides Solid Base From Which to Grow Golden Hill

21

415,000 oz at 2.02 g/t

(3) Indicated Resources

644,000 oz at 1.68 g/t

(3) Inferred Resources

Highlights of Initial Resource

• Excellent along trend and to-depth continuity of gold

mineralization at all prospects drilled

• Provides solid base from which to grow Golden Hill
• Reaffirms interpretations that each prospect offers

substantial upside for size expansion

• Subsequent drilling will prioritize increasing resources

and advancing the project into the feasibility stage

For full details on Golden Hill, please visit www.terangagold.com Refer to Endnote (3) in the Appendix

22

Rapidly Advancing Project

• $25 million financing secured for the future

advancement of Golden Hill through to feasibility study

• Teranga owns 100% of Golden Hill following

acquisition of remaining interest from joint venture partner in October 2018

• Entered into joint venture with ACC Resources relating

to property situated to the north of Golden Hill

Golden Hill: Potentially Teranga’s Third Mine

Geology

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

Ma North

Golden Hill (Burkina Faso, West Africa)

Exploration licenses:468 km2 Ma Main Ma East Nahiri Gogoba West Nahiri Plateau Jack Hammer Hill Peksou North Peksou C-Zone B-Zone A-Zone

23

Many Opportunities to Enhance Initial Mineral Resource

Ma Structural Complex

• Further drilling at Ma North, especially the eastern end where multiple

mineralized and brecciated structures exist

• Drill down plunge of the multiple plunges orientations at Ma Main
• Explore for western extension

Peksou/C-Zone

• Drill along trend to the east-northeast beyond intersection of two trends
• Drill down plunge of the widest and best grade portions of C-Zone
• Explore a potential off-set extension

Jackhammer Hill

• Reinterpretation of the geologic model taking into account the regional

setting and northwest oriented cross structures A-Zone, B-Zone, Nahiri

• Drill along trend and up-dip/down-dip of A-Zone (B-Zone is limited)
• Re-interpret Nahiri in relation to the New Gogoba West discovery

(located within the same strong northwest trending regional structure) New Targets

• Continue prospecting, soil sampling, mechanical trenching,

auger drilling programs to identify favorable structural targets

• Initial drilling at the new discovery, Gogoba West
• Initiate field evaluation in preparation for early-stage drilling at

the 5-6 targets on the adjacent ACC Resources property that appear very similar to Golden Hill prospects

• Initiate exploration programs further afield of the current

prospects within the identical geologic and structural setting within Golden Hill Additional Next Steps

• Review historic drilling that was excluded from the initial

resource estimate due to missing QA/QC data – to be addressed prior to future estimations by incorporating the historic data or re-drilling

Miminvest & Afema Exploration Opportunities

Côte d’Ivoire, West Africa

24

Côte d'Ivoire 35% Burkina Faso 21% Ghana 19% Guinea 11% Mali 10% Other 4%

Côte d’Ivoire: Future Value Resides with Miminvest and Afema Opportunities

25

Endeavour Endeavour Perseus Randgold

Côte d’Ivoire

Guitry Sangaredougou

Newcrest

Dianra Afema

Côte d’Ivoire represents more than one-third of the West African Birimian Greenstone Belt

Operating Gold Mine/ Development Project

Miminvest Exploration Properties

• Guitry complex (includes Sangaredougou):

Highly prospective and potential district

• Dianra: Initial phase of exploration outlines

favourable follow-up targets Afema Mine Joint Venture

• Two well mineralized greenstone belts underlie

mine license and regional land package

• Five major shear structures crossing the

regional land package with a combined strike length exceeding 140 km

3

Miminvest Permits

4

Afema Permits

High Priority Guitry District (including Sangaredougou)

• First-ever drilling program at Guitry consisted of a 68-hole,

3,320 metre air-core drilling program

• This program included a series of shallow, widely spaced,

multi-hole drill profiles designed to evaluate the central 1,000-metre strike extent within an extensive gold-in-soil geochemical anomaly covering a 3 x 7 km area

• The most favourable results were:

–

24 metres grading 2.02 g/t Au (GUAC008)

–

20 metres grading 6.37 g/t Au (GUAC018)

–

4 metres grading 5.80 g/t Au (GUAC015)

–

an additional +10 holes intersected 1.0-1.5 g/t over lengths up to 10 metres

Endeavour Endeavour Perseus Randgold

Côte d’Ivoire

Sangaredougou

Operating Gold Mine/ Development Project Newcrest

26

Encouraging Early-Stage Results on Miminvest Permits

Guitry

Dianra Afema

Numerous Structures Identified by Airborne Geophysical Survey of Afema

• Completed high-definition

airborne magnetic and radiometric survey of both the mine license and regional permits

• High quality survey data outlines

numerous fault zones, cross- structures, lithologic contacts and areas of folded stratigraphy on mince license

• Compelling imagery worthy of

extensive follow-up

Afema Geophysical Survey: Reduced-to-Pole Magnetic Intensity 27 Ahafo 17 Moz Newmont

3 Afema Exploration Permits Afema Mining Permit

Bibiani 7 Moz Resolute Chirano 5 Moz Kinross Edikan 6.6 Moz Perseus Bogoso/Prestea 18 Moz Golden Star Konogo 1.4 Moz Signature Metals Akyem Newmont Esaase 5.19 Moz Obotan 5.5 Moz Asanko Obuasi 41 Moz Anglo Gold Ashanti Kubi 0.9 Moz Asaute 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

Côte d’Ivoire Ghana

Wrap-Up

28

29

PRODUCTION

Sabodala Gold Mine

(Senegal)

• Produce between

215,000 and 230,000

• unces Au(4)
• Advance resettlement

and livelihood restoration program related to communities atop the Niakafiri deposit DEVELOPMENT

• Complete project on time

and on budget

• Produce between 30,000

and 40,000 ounces Au(7)

• Continue to advance

community resettlements and livelihood restoration program

Wahgnion Gold Mine

(Burkina Faso) ADVANCED EXPLORATION  Complete initial mineral resource estimate

• Continue drill program
• Complete preliminary

technical & economic assessments

• Advance to feasibility

stage of development

Golden Hill Project

(Burkina Faso) EARLY-STAGE EXPLORATION

Miminvest & Afema JVs

(Côte d’Ivoire)  Submit Afema progress update to Government

• Continue exploration and

resource drilling, technical studies and metallurgical test work at Afema

• Continue exploring highly

prospective Miminvest properties

Refer to Endnotes (4) and (7) in the Appendix

2019 Goals & Milestones to Advance Pipeline

Appendix

31

Capital Structure and Recent Share Price Performance

Source: Nasdaq IR Insight

Teranga Gold Capital Structure (as at July 4, 2019)

Common shares outstanding 107.6M Stock options granted 6.6M Warrants (Taurus debt facility) 2.0M Fully diluted 116.0M Number of shares owned by insiders 24.5M Market capitalization US$338M Top 20 Shareholders % of o/s shares # of shares

(as at July 4, 2019) 1 Tablo Corporation (David Mimran)

22.1 23,788,550

2 Van Eck Associates Corporation

5.6 5,986,199

3 Ruffer LLP

5.2 5,577,893

4 Dimensional Fund Advisors, L.P.

4.0 4,314,226

5 Heartland Advisors, Inc.

2.4 2,525,000

6 Konwave AG

2.0 2,129,800

7 Franklin Advisers, Inc.

1.5 1,634,553

8 Stabilitas GmbH

1.4 1,500,000

9 SSI Wealth Management

1.1 1,130,000

10 Earth Resource Investment Group

0.9 1,000,000

11 AgaNola AG

0.8 860,000

12 AMG Fondsverwaltung AG

0.7 800,000

13 O'Shaughnessy Asset Management

0.7 787,542

14 Mackenzie Financial

0.6 676,607

15 LSV Asset Management

0.5 505,450

16 azValor Asset Management

0.5 502,986

17 Ethenea Independent Investors S.A.

0.5 500,000

18 Alan Hill (Chairman)

0.5 431,200 19 BMO Asset Management 0.4 412,934

20 Gabelli Funds

0.4 400,000

Total shares held by top 20 shareholders 52% 55,462,940

8.4% 4.8%

Implied Net Smelter Royalty

OJVG Acquisition Financed by Franco-Nevada

Fixed gold deliveries transition to trailing 6% gold stream once fixed deliveries completed in 2019*

• In connection with Teranga’s 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 at Sabodala

• 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 ounce

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

32

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 SVP & 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 SVP, General Counsel, Corporate Affairs & People 11 years of Corporate Counsel experience in mining including his role as Deputy General Counsel and Corporate Secretary of 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 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 Leily Omoumi, MBA VP, Corporate Development 15+ years of experience in the mining and financial services industries, including buy-side and sell-side analyst at two of the major Canadian banks, and Hatch in a technical capacity prior to moving into the finance industry. Chantal Da Silva, J.D., LL.L., BA VP, Legal Affairs 15 years experience as a solicitor at international law firms and as corporate counsel advising on finance transactions, M&A and commercial matters in natural resources and financial services in Canada, Europe and West Africa, including Aon PLC and Dentons Canada (formerly, Fraser Milner Casgrain LLP) Nancy Lee, MA VP, Human Resources 20 years experience in human resources with a focus on talent development across industries in Canada, US and Asia, including Director, Global Talent Management at Manulife Financial

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

34

35 Refer to Endnotes (9), (10), (11), (12), (13) and (14) in the Appendix

Sabodala Wahgnion Consolidated(14) Operating Results Total mined (‘000t) 37,000 – 39,500 6,800 – 7,200

• Ore Mined

(‘000t) 3,000 – 3,500 500 – 650

• Grade mined

(g/t) 1.50 – 2.00 1.80 – 2.00

• Strip ratio

waste/ore 9.5 – 12.0

• Ore milled

(‘000t) 4,100 – 4,300 500 – 650

• Head grade

(g/t) 1.80 – 2.00 1.80 – 2.00

• Recovery rate

% 89.0 – 91.0 ~90.0

• Gold produced(9)

(oz) 215,000 – 230,000 30,000 – 40,000 245,000 – 270,000 Cost of sales per ounce sold $/oz sold 1,050 – 1,125 1,175 – 1,250 1,050 – 1,125 Total cash costs per ounce sold* $/oz sold 725 – 775

• All-in sustaining costs(10)*

$/oz sold 900 – 975 1,050 – 1,125 1,000 – 1,100 Non-cash inventory movements and amortized advanced royalty costs(10) $/oz sold (75) (300) ~ (100) All-in sustaining costs (excluding non- cash inventory movements and amortized advanced royalty costs)(10) $/oz sold 825 – 900 750 – 825 900 – 1,000 Mine Production Costs $ millions 165 – 180

• Capital

Expenditures Sustaining Capital(11) $ millions 10 – 15

• Resettlement Capital

$ millions 15 – 20

• Wahgnion Construction

$ millions

• 115 – 120
• Wahgnion Pre-Operating Costs

$ millions

• ~30
• Corporate and

Other Corporate Administration Expense $ millions

• 13.0 – 14.0

Share-Based Compensation Expense(12) $ millions

• 3.5 – 4.5

Regional Administration Costs $ millions

• 2.0 – 3.0

Community Social Responsibility $ millions

• 4 – 5

Exploration and Evaluation(13) $ millions

• 5 – 15

*Refer to Non-IFRS Performance Measures in the Appendix

2019 Guidance (Year Ending December 31, 2019)

Qualified Persons Statement

36

The technical information contained in this document relating to the Sabodala and Wahgnion 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 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 of 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. Teranga's exploration programs are being managed by Peter Mann, FAusIMM. Mr. Mann was a full time employee of Teranga during the period of this resource update 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
• f 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 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.

37

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”, “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 meaning 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

• perations 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

• f 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” is a financial measure with no standard meaning under IFRS. Management uses this measure to better understand the price realized in each reporting period for gold and silver sales. Average realized price is calculated on revenue and ounces sold to all customers, except Franco-Nevada, as gold ounces sold to Franco-Nevada is recognized in revenue at 20 percent of the prevailing gold spot price on the date of delivery and 80 percent at $1,250 per ounce. The average realized price is intended to provide additional information only and does not have any standardized definition under IFRS; it should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently. “EBITDA” excludes income tax, finance costs (before accretion expense), interest income, and depreciation and amortization 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 is expected to 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 (loss)/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

• bligations, impairment provisions and reversals thereof, and other unusual or non-recurring items. Commencing the second quarter 2018, the Company also excluded the impact of foreign exchange movements on deferred

taxes and other non-cash fair value changes from adjusted net profit attributable to shareholders as management does not believe these factors to be reflective of the underlying performance of the Company. “Adjusted basic earnings per share” is calculated using the weighted average number of shares outstanding under the basic method of earnings per share as determined under IFRS For more information and the reconciliation of these measures, please refer to the Company’s latest management’s discussion and analysis accessible on the Company’s website at www.terangagold.com.

Endnotes

38 1. Wahgnion’s Mineral Reserve and Mineral Resource estimates as per as at May 31, 2018. 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 Gold Operations dated October 31, 2018 available on the Company’s website at www.terangagold.com and SEDAR at www.sedar.com. 2. Sabodala’s Mineral Reserve and Mineral Resource 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. 3. Golden Hill’s Mineral Resource estimate as at November 30, 2018. For more information regarding Golden Hill’s Mineral Resource and related notes, please refer to the press release dated February 21, 2019 available on the Company’s website at www.terangagold.com and SEDAR at www.sedar.com. 4. This production target is based on proven and probable reserves only from Teranga’s Sabodala Project as of 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. 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. This production target is based on proven and probable ore reserves only for Teranga’s Wahgnion Project as at May 31, 2018. 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 Gold Operations dated October 31, 2018 available on the Company’s website at www.terangagold.com and SEDAR at www.sedar.com. 8. Net cash flow excludes Wahgnion financing, resource development and exploration expenditures.

Endnotes

39 9. 22,500 ounces of Sabodala gold production are to be sold to Franco-Nevada Corporation (“Franco-Nevada”) at 20% of the spot gold price. All Wahgnion gold production is subject to a gold

• fftake payment agreement with Taurus Funds (“Offtake Agreement”) (see Financial Instruments section for more details).
• 10. 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 calculated at the mine site level

includes only total cash costs per ounce and sustaining capital expenditures. All-in sustaining costs for Sabodala includes sustaining capital expenditures but excludes growth capital related to the Sabodala village resettlement. Corporate administration and share-based compensation expense are presented separately in this table and are not allocated to the mine site level

• costs. All-in sustaining costs presented on a consolidated basis includes corporate administration and share-based compensation expense. All-in sustaining costs also includes non-cash

inventory movements and non-cash amortization of advanced royalties.

• 11. Excludes capitalized deferred stripping costs, included in mine production costs.
• 12. Share-based compensation expense assumes a constant share price of C$4.00 per Teranga share.
• 13. 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.

• 14. This forecast financial information is based on the following material assumptions for the remainder of 2019: gold price: $1,250 per ounce; Brent Crude Oil: $62 per barrel; Euro:USD

exchange rate of 1:1.15. Other important assumptions: any political events are not expected to impact operations, including movement of people, supplies and gold shipments; grades and recoveries is expected to remain consistent with the life-of-mine plan to achieve the forecast gold production; and no unplanned delays in or interruption of scheduled production.

• 15. These numbers were reported from Whittle pit shells that were run at different gold prices at the corresponding cut-off grades.

TSX:TGZ / OTCQX:TGCDF

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