Q2 2016 HIGHLIGHTS Thursday, July 28, 2016 FORWARD-LOOKING - - PowerPoint PPT Presentation

Q2 2016 HIGHLIGHTS Thursday, July 28, 2016

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This presentation 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 Gold Corporation’s (“Teranga” or the “Company”) future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities. Wherever possible, words such as “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “trends”, “indications”, “potential”, “estimates”, “predicts”, “forecasts”, “focused on”, “anticipate” 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 in this presentation include a future All-in Sustaining Cost estimated to remain low in the US$900/oz of gold range, anticipated future life of mine cash flows, anticipated future interests in Joint Venture projects, the anticipated completion of construction of the Banfora project - including the first gold pour, the completion of the Arrangement and the Acquisition, the anticipated conversion of resources into reserves at the Banfora project, the timing of completion of an updated 2Mtpa Feasibility Study for the Banfora project, and Teranga’s estimated full year production total. Although the forward-looking information contained in this presentation 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 Senegalese 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, 2016, 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 report should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities. This presentation is dated as of the date on the front cover. 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.

FORWARD-LOOKING STATEMENTS

RICHARD YOUNG

PRESIDENT & CEO

4

STRONG QUARTER AND FIRST HALF

Record Q2 and H1 production & mill throughput

 

17% cash margin expansion United Nations Global Compact Network Canada Sustainability Award

 

Free cash flow of $97/oz ~$14 million increase in cash position



5

MAXIMIZING FREE CASH FLOW OVER SABODALA’S LIFE OF MINE

Life of Mine Cash Flow(2)

$240/oz

at $1,200 gold

23% decrease in mining costs since 2014 40% decrease in milling costs since 2014 Benefitting from lower fuel prices, favourable FX rates and mill optimization 40-50% of costs are Euro-denominated Cost saving initiatives are ongoing

LOM 2016 - 2020 Gold Price $ 1,200 $ 1,200 All-in Sustaining Costs(1) $ 887 $ 914 $ 313 $ 286 Franco-Nevada Stream* $ 73 $ 92 Cash Flow/oz(2) $ 240 $ 194

*Fixed portion of Franco-Nevada gold stream ends in 2019 and will be replaced by variable stream, estimated to be $58/oz Life of Mine Refer to Endnotes (1) and (2) on the second last slide

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NEXT MULTI-JURISDICTIONAL MID-TIER WEST AFRICAN GOLD COMPANY

Measured and Indicated Resources (M&I) inclusive of Proven and Probable Reserves

Mali Guinea Sierra Leone Guinea- Bissau The Gambia Côte d’Ivoire Ghana Togo Benin Niger Burkina Faso Senegal Sabodala Mine (90%) Status: Producing Reserves: 2.6Moz(3) M&I Resources: 4.4Moz(3) Gourma Joint Venture (51% moving to 80%) Status: Exploration Banfora Project (90%) Status: Development Reserves: 1.05Moz(4) M&I Resources: 3.0Moz(4) Sabodala Regional Land Package (100%) Status: Exploration

Refer to Endnotes (3) and (4) on the second last slide

Miminvest Joint Venture (100%) Explore and acquire exploration stage mining opportunities Golden Hill Joint Venture (51% moving to 80%) Status: Exploration

Pending completion of proposed Gryphon Minerals acquisition

PAUL CHAWRUN

CHIEF OPERATING OFFICER Q2 Operating Highlights & Next Steps at Banfora

DAVID MALLO

VICE PRESIDENT, EXPLORATION Exploration Update

NAVIN DYAL

CHIEF FINANCIAL OFFICER Financial Highlights

PAUL CHAWRUN

CHIEF OPERATING OFFICER

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SOLID EXECUTION DRIVES STRONG RESULTS

2012 2013 2014 2015 2016

3.5M 2.9M 3.2M 6.5M 10M



Achieved record production and successfully developed our third deposit in just over a year Mill throughput milestone of over 2 million tonnes Dramatically reduced unit costs Mining ahead of reserve models in each deposit being mined this year



H1 2016 Achievements

 

10

RECORD Q2 PRODUCTION & MILL THROUGHPUT

Q2 2015 Q2 2016

49,392 52,540

Gold Production

(oz)

Q2 Mining & Milling Mining higher grade / higher strip ratio deposits and leveraging medium grade inventory built up at Masato in 2015 for mill feed Throughput of +1 Million Tonnes for Only Third Time in Our History Benefitted from a high blend of soft oxide ore and improved production with certain elements of the mill optimization now complete Preparations Made for Rainy Season Shifted to harder blend of low oxide mill feed and dewatering systems Q2 2015 Q2 2016

951 1,006

6%

Ore Milled

(‘000 tonnes)

6%

11

H1 2015 H1 2016 $2.22 $2.20 Q2 2015 Q2 2016 $2.40 $2.25

Mining Costs

($/t mined)

Milling Costs

($/t milled)

Total Cash Costs Including Royalties(1)

($/oz)

Refer to endnote (1) on the second last slide

UNIT COSTS ARE IN LINE WITH UPDATED LIFE OF MINE PLAN

6% 15% 3% 1%

Q2 2015 Q2 2016 $602 $619 H1 2015 H1 2016 $13.45 $10.62 Q2 2015 Q2 2016 $12.37 $10.46 H1 2015 H1 2016 $606 $591

2% 21%

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Q2 2014 Q2 2015 Q2 2016 $2.90 $2.40 $2.25

Mining Costs

($/t mined)

Milling Costs

($/t milled)

Total Cash Costs Including Royalties(1)

($/oz)

DRAMATIC 2-YEAR REDUCTION IN KEY UNIT COSTS

22%

Q2 2014 Q2 2015 Q2 2016 $21.29 $12.37 $10.46 Q2 2014 Q2 2015 Q2 2016 $815 $602 $619

24% 51%

Refer to endnote (1) on the second last slide

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Project Milestones - Crusher

Up to 15% increase in throughput compared to levels prior to project launch in mid-2015



5% reduction in unit costs



+50% IRR at $1,200 gold price



Milestone Planned Date Status Engineering Complete Nov 2015 Completed on Schedule Commence Civil Works Nov 2015 Completed on Schedule Charter Vessel Arrives in Dakar Dec 2015 Completed on Schedule Complete Screen Civils Dec 2015 Completed (Delayed 4 Weeks) Commence SMP Works Jan 2016 Completed on Schedule Complete Screening CSMP Apr 2016 Completed on Schedule Complete Conveyors CSMP Jun 2016 Completed on Schedule Complete Crusher CSMP

Aug 2016 July 2016

Ahead of Schedule Complete E, I and C

Sept 2016 Aug 2016

Ahead of Schedule Complete C2 Commissioning

Oct 2016 Sept 2016

Ahead of Schedule

Anticipated to come in below the $20M budget

MILL OPTIMIZATION IN COMMISSIONING PHASE – WELL AHEAD OF SCHEDULE

2H 2016 1H 2017 2H 2017 1H 2018 2H 2018 1H 2019 2H 2019

File NI 43-101 Technical Report Seek Board Approval for Construction

NEXT STEPS FOR DEVELOPMENT OF GRYPHON’S BANFORA PROJECT

Commence Construction First Gold Pour at Banfora Update 2Mtpa Feasibility Study (6 months)

• a. Increase reserve base
• Infill drilling to attempt to convert resources to reserves
• Drill brownfields targets to attempt to define additional resources/reserves
• b. 2Mpta mill optimization studies
• Trade off studies – grind size/gravity circuit/silver recoveries
• Plant design
• Power studies
• c. Update reserve models based on drill program
• Optimize mine plan – maximize oxide mining in early years
• d. Review capital and operating parameters

Teranga Completes 5% Equity Investment (US$3.4M) in Gryphon to Accelerate Project

DAVID MALLO

VICE PRESIDENT, EXPLORATION

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MINE LICENSE RESERVE DEVELOPMENT

Goumbati West: Continuity of Gold Mineralization Proving to be Excellent Defined by trenching over 1,500 metres along strike and successfully drilled over 900 metres to-date Golouma North: Results Confirm High-Grade Plunging Shoots Exist Drilling has focused on multiple intersecting, gold-bearing shear systems, now outlined over a minimum 250-metre strike extent

Goumbati West and Golouma North, our two most advanced prospects, will be moving along the prospect pipeline into initial resource calculations in Q3

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Regional Targets Marougou, the Doughnut Region, and Bransan Concession Marougou Main Comprised of four distinct shallow-moderate dipping, gold-bearing horizons, some with strike extensions

• f up to 1,400 metres

Doughnut Region (Cinnamon, Honey, Jam, and ABC Prospects) Several targets generated for detailed follow-up evaluation: (i) drill-ready targets at Jam, (ii) expanded drilling targets at Cinnamon and Honey, and (iii) geochemical anomalies at ABC, which is adjacent to our high-grade Gora deposit

REGIONAL LAND PACKAGE EXPLORATION

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EXPLORATION SCHEDULE FOR REMAINDER OF 2016

 Maiden resource evaluations at Goumbati West, Golouma North, and Marougou Main  Continue drilling at Goumbati West and Golouma North  Continue exploration at Bransan Concession during rainy season, with detailed soil sampling across large grids targeting projected gold trends recognized on our adjacent to mine lease  Follow up drilling at Maleko prospect  Continued drilling at Goumbati West and Golouma North  Continue exploration throughout the Doughnut region, following up on new prospects  Aggressive multi-drill expansion and definition program at Marougou Main

Q3 2016 Q4 2016

Following the closing of our proposed acquisition of Gryphon, the combined Teranga/Gryphon team will be focused on developing Banfora and Golden Hill and exploring Côte d’Ivoire

NAVIN DYAL

CHIEF FINANCIAL OFFICER

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REVENUE REFLECTS HIGHER SALES VOLUME & GOLD PRICE

Total Revenue

($M)

Higher Volume Gold Sales +16% 2Q16 vs. 2Q15 +19% 1H16 vs. 1H15 Increase in Average Realized Gold Price +5% in 2Q16 vs. 2Q15 Flat 1H16 vs. 1H15 Q2 2015 Q2 2016 $60.1 $73.6 22%

Three months ended June 30 Six months ended June 30 Per ounce 2016 2015 % Change 2016 2015 % Change Average realized gold price $1,261 $1,198 5% $1,212 $1,208 0% Average spot gold price $1,260 $1,192 6% $1,221 $1,206 1% Low $1,212 $1,165 4% $1,077 $1,147 (6%) High $1,325 $1,225 8% $1,325 $1,296 2%

H1 2015 H1 2016 $128.6 $152.8 19%

21

Corporate Social Responsibility $3 - $3.5M(5)

AT $8 - $9 MILLION, TERANGA’S 2016 G&A IS BELOW PEER GROUP AVERAGE

21

Corporate Administration $8 - $9M(5) H1 Corporate Administration Not Run Rate for Year G&A low at mid-point of year due to timing of expenditures and lower costs Remain on Track to Achieve 2016 Outlook for CSR CSR expenses higher in the quarter due to timing

Refer to Endnote (5) on the second last slide

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Q2 2015 Q2 2016

$602 $619 $199 $289 $147 $60

ALL-IN SUSTAINING COSTS SIMILAR TO PRIOR YEAR PERIOD

Refer to Endnote (1) on the second last slide

All-in Sustaining Costs(1)

(per ounce sold)

Administration expenses, regional admin costs, capitalized deferred stripping, capitalized reserve development, and sustaining capital Development capex Total cash costs(1)

$948

H1 2015 H1 2016

$606 $591 $211 $202 $74 $98 $891 Q2 Development Capital Lower development capital (2015: Gora) and higher project capital (2016: mill optimization) Q2 Administration Expense & Other Capital Increase in share-based compensation, sustaining capex, reserve development and deferred strip Q2 Cash Costs per Ounce(1) Improved cash costs due to higher inventory movement expenses from processing stockpiles

• ffset by lower unit mining and processing costs

$968 2% $891

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$1,295 $1,198 $1,261 Q2 2014 Q2 2015 Q2 2016

$234 $250 $293

CASH MARGIN EXPANSION: LOWER COSTS & HIGHER GOLD PRICE

Cash Margin per Ounce*

(*cash margin = average realized gold price/oz – all-in sustaining costs per ounce)

25%

Average Realized Gold Price/oz

(7%) 5%

(3%)

17%

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Q2 2015 Q2 2016

$6.7 $6.1

H1 2015 H1 2016 $19.7 $14.0

EBITDA & NET PROFIT

Profit Attributable to Shareholders

• f Teranga ($M) and EPS

Refer to Endnote (6) on the second last slide

Q2 2015 Q2 2016 $24.2 $26.7

Increase in Other Expense $2.0 million loss on gold derivative contracts, $0.4 million Gryphon acquisition related expenses $0.5 million miscellaneous expenses Decrease in Corporate G&A Year-over-Year Due to lower costs and timing Run rate still in line with 2016 outlook of $8-9 million Increase in Share-Based Comp Related to new grants of share-based compensation and the increase in TGZ’s share price during Q2 2016 EBITDA(6)

($M)

11%

H1 2015 H1 2016 $57.0 $55.7

2%

$0.02 $0.02 $0.06 $0.04

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H1 2015 H1 2016 $28.9 $45.1 Q2 2015 Q2 2016 $12.3 $21.0 Q2 2015 Q2 2016 ($0.6) $5.7 H1 2015 H1 2016 $6.8 $15.4 Q2 2015 Q2 2016 ($11) $97

Refer to Endnote (7) on the second last slide

Cash Flow From Operations

($M)

SIGNIFICANT IMPROVEMENT IN CASH FLOWS

Free Cash Flow(7)

($M)

Free Cash Flow per Ounce

• f Gold Sold(7)

($/oz)

71% 56% 127% 92%

H1 2015 H2 2016 $64 $123

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$13.7M Increase in Cash Since December 31, 2015 Largely due to operating cash flow offset by capex Pro Forma June 30, 2016 Cash Balance: $70.2M(8) Includes Value-Added Tax (“VAT”) recoverable from Senegalese government expected to be refunded over balance of 2016 $30M Revolving Credit Facility Secured a $30 million revolving credit facility in 2015

• - $15 million remains undrawn for working capital needs

(extended to June 2019) Cash Position

($M)

STRONG BALANCE SHEET PROVIDES LIQUIDITY & FLEXIBILITY

December 31, 2015 Pro forma June 30, 2016 $44.4 Cash $58.1 Cash $13.2 VAT Refundable $12.1 VAT Refundable $57.6 $70.2(8)

Completed 5% cash investment in Gryphon Minerals in July 2016

Refer to Endnote (8) on the second last slide

Q&A

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PRODUCTION ON TRACK TO MEET 2016 GUIDANCE

Q2 2015 Q2 2016

49,392 52,540

Gold Production

(oz)

6% YTD Q2 2016 FY 2016E Outlook (Mid-point)

123,267 207,500

H1 2015 H1 2016

98,034 123,267

26%

Refer to Endnotes (9) and (10) on the second last slide (9)(10)

APPENDICES

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TERANGA GOLD COMPETENT AND QUALIFIED PERSONS STATEMENT

The technical information contained in this document relating to the open pit mineral reserve estimates is based on, and fairly represents, information compiled by Mr. William Paul Chawrun, P. Eng who is a member of the Professional Engineers Ontario, which is currently included as a "Recognized Overseas Professional Organization" in a list promulgated by the ASX from time to time. Mr. Chawrun is a full time employee of Teranga and is not "independent" within the meaning of National Instrument 43-101. However, he is a "Qualified Person" as defined in NI 43-101. Mr. Chawrun has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr. Chawrun is a "Qualified Person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects. Mr. Chawrun has consented to the inclusion in this Report of the matters based on his compiled information in the form and context in which it appears in this Report. 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, which is currently included as a "Recognized Overseas Professional Organization" in a list promulgated by the ASX from time to

• time. Ms. Nakai-Lajoie is a full time employee of Teranga and is not "independent" within the meaning of National Instrument 43-101. Ms. Nakai-Lajoie has sufficient experience which is relevant to the

style of mineralization and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Ms. Nakai-Lajoie is a "Qualified Person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects. Ms. Nakai-Lajoie has consented to the inclusion in this Report of the matters based on her compiled information in the form and context in which it appears in this Report. 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 National Instrument 43-101. Mr. Mann has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr. Mann is a "Qualified Person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects. The technical information contained in this document relating exploration results are based on, and fairly represents, information compiled by Mr. Mann. Mr. Mann has verified and approved the data disclosed in this document, including the sampling, analytical and test data underlying the information. The RC and initial diamond drill samples are prepared at site and assayed in the SGS laboratory located at the site. Analysis for elevated gold assays in the diamond drilling samples are sent for confirmatory 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 herein.

The technical information contained in this document relating to the underground ore reserves estimates is based on, and fairly represents, information compiled by Jeff Sepp, P. Eng who is a member of the Professional Engineers Ontario, which is currently included as a "Recognized Overseas Professional Organization" in a list promulgated by the ASX from time to time. Mr. Sepp is independent of Teranga and is a "Qualified Person" as defined in NI 43-101 and a "competent person" as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr. Sepp has sufficient experience relevant to the style of mineralization and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr. Sepp has consented to the inclusion in this Report of the matters based on his compiled information in the form and context in which it appears in this Report. 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"). CIM definitions of the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve", "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource", are substantially similar to the 2012 JORC Code corresponding definitions of the terms "ore reserve", "proved ore reserve", "probable ore reserve", "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource", respectively. Estimates of mineral resources and mineral reserves prepared in accordance with the 2012 JORC Code would not be materially different if prepared in accordance with the CIM definitions applicable under NI 43-101. There can be no assurance that those portions of mineral resources that are not mineral reserves will ultimately be converted into mineral reserves.

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GRYPHON MINERALS COMPETENT AND QUALIFIED PERSONS STATEMENT

Resource Estimates The current Banfora Gold Project resource updated with the Heap Leach feasibility study and reported at the 0.5 g/t lower cutoff was released on August 4th 2014. The Nogbele and Fourkoura Deposits, are based on information compiled by Mr Sam Brooks who is a member of the Australian Institute of Geoscientists. Mr Brooks has sufficient experience relevant to the styles of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person, as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Brooks is a full time employee of Gryphon Minerals and has consented to the inclusion of the matters in this document based on his information in the form and context in which it appears. This information was prepared under the JORC 2012 code of reporting. The information in this document that relates to the Mineral Resources at the Stinger and Samavogo Deposits, is based on information compiled by Mr Dmitry Pertel who is a member of the Australian Institute of Geoscientists. Mr Pertel has sufficient experience relevant to the styles of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person, as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Pertel is a full time employee of CSA Global Pty Ltd and has consented to the inclusion of the matters in this document based on his information in the form and context in which it

• appears. This information was prepared and first disclosed under JORC Code 2004. It has not been updated since to comply with the JORC Code 2012.

The information in this document that relates to the Gryphon Mineral Resources forming the basis of the reserve estimate for the CIL study January 2013 is based on information compiled by Mr Dmitry Pertel who is a member of the Australian Institute of Geoscientists. Mr Pertel has sufficient experience relevant to the styles of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person, as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Pertel is a full time employee of CSA Global Pty Ltd and has consented to the inclusion of the matters in this document based on his information in the form and context in which it appears. This information was prepared and first disclosed under JORC Code 2004. It has not been updated since to comply with the JORC Code 2012. Reserve Estimates (as per January 31, 2013 Gryphon Minerals press release for 2Mtpa CIL Bankable Feasibility Study (“BFS”)) The maiden Ore Reserves for the Banfora Gold Project have been derived by Cube Consulting under the direction of Quinton de Klerk to a standard reportable in accordance with the “Australasian Code for Reporting of Exploration Results, Mineral Resources (JORC Code 2004 & NI43-101) and Ore Reserves” (JORC Code 2004) and are based on the Mineral Resource Models estimated by CSA Global in this announcement. The Ore Reserve estimate is based on the Mineral Resources classified as “Measured” and “Indicated” after consideration of all mining, metallurgical, social, environmental and financial aspects of the operation. The Proved Ore Reserve has been derived from the Measured Mineral Resource, and the Probable Ore Reserve has been derived from the Indicated Mineral Resource. The cut-off grades used in the estimation of the Banfora Ore Reserves are the non-mining, break- even gold grade taking into account mining recovery and dilution, metallurgical recovery, site operating costs, royalties and revenues. For reporting of Ore Reserves the calculated cut-off grades were rounded to the first decimal gram per tonne of gold. The cut-off grades vary depending on the material type and the pit location. The grades and metal stated in the Ore Reserves Estimate include mining recovery and dilution estimates. The Ore Reserve Estimate is reported within the open pit designs prepared as part of the BFS.

32

ENDNOTES

1) Total cash costs per ounce and all-in sustaining costs per ounce are non-IFRS financial measures and do not have standard meanings under IFRS. All-in sustaining costs per

• unce sold include total cash costs per ounce, administration expenses (excluding Corporate depreciation expense), Regional Administration Costs, capitalized deferred

stripping, capitalized reserve development and mine site & development capital expenditures as defined by the World Gold Council. For more information regarding these measures, please refer to non-IFRS Performance Measures in the Company’s Management’s Discussion & Analysis for the three and six months ended June 30, 2016 accessible on the Company’s website at www.terangagold.com. 2) Cash flow is the Life of Mine net cash flow based on the Company’s most recent NI 43-101 Technical Report (“43-101 plan”) filed in March 2016, before income taxes, interest, debt repayments, closure costs, dividends and working capital. 3) Mineral Reserves and Mineral Resources estimates as at December 31, 2015 as per Company disclosure. For more information regarding Teranga Gold’s Mineral Reserves and Resources, please refer to Teranga Gold’s December Quarter and Year-end 2015 Report accessible on the Teranga’s website at www.terangagold.com. 4) Mineral reserves as per Gryphon Minerals 2 Mtpa CIL Bankable Feasibility Study (JORC) released January 31, 2013 and available on Gryphon’s website at www.gryphonminerals.com.au. 5) To better align costs with industry peers, during the first quarter 2016 the Company began to present CSR Expense and Regional Administration Costs separately from Corporate Administration Expense. The Company's 2016 guidance has been updated to reflect this change in accounting presentation. 6) Earnings before interest, taxes, depreciation and amortization ("EBITDA") is a Non-IFRS performance measure. Please refer to Non-IFRS Performance Measures in the Company's Management’s Discussion & Analysis for the three and six months ended June 30, 2016. 7) Free cash flow and free cash flow per ounce are defined as operating cash flow less capital expenditures. 8) Pro forma cash balance at June 30, 2016 includes Value Added Tax (“VAT”) recoverable from the Government of Senegal of $12.1 million. 9) Key assumptions: This forecast financial information is based on the following material assumptions for 2016: gold price: $1,200 per ounce; Brent oil:$50/barrel; Euro:USD exchange rate of 1.1:1; USD:CAD exchange rate of 0.7:1. Other important assumptions include: any political events are not expected to impact operations, 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

• r interruption of scheduled production.

10) 22,500 ounces of production are to be sold to Franco-Nevada at 20% of the spot gold price.

Trish Moran, Head of Investor Relations Telephone: +1.416.607.4507 Email: investor@terangagold.com

TSX:TGZ / ASX:TGZ

121 King Street West, Suite 2600 Toronto, ON M5H 3T9 www.terangagold.com