1. STREAM TRANSACTION
WITH FRANCO-NEVADA
ACQUISITION OF
REMAINING INTEREST IN
OJVG
DECEMBER 2013
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2. STREAM TRANSACTION /
OJVG CONSOLIDATION
CONFERENCE CALL
FOCUSED
ON GROWTH
THROUGH:
Alan R. Hill
Executive Chairman
Richard Young President & CEO
GROWING
RESERVES
David Harquail
Paul Brink
President & CEO
SVP Business Development
GROWING
PRODUCTION
FINANCIAL
STRENGTH
2

3. FORWARD LOOKING STATEMENTS
This presentation contains certain statements that constitute forward-looking information and forward-looking statements within the meaning of applicable securities
laws (collectively, “forward-looking statements”). All information contained in this presentation, other than statements of current and historical fact, is forward-looking
information. Forward-looking statements include, among other things, all disclosure regarding the completion of the acquisition of the OJVG, the retirement of the
Macquarie debt facility and the stream transaction, the proposed plans with respect to mine plan and consolidation of the Sabodala Gold Project and OJVG Golouma
Gold Project, mineral reserves, future gold production, cash flows, anticipated synergies, including higher free cash flows , possible events, conditions or results of
operations. Such statements are based upon assumptions, opinions and analysis made by management of Teranga and Franco-Nevada, as applicable, in light of
their experience, current conditions and expectations of future developments that management of each believe to be reasonable and relevant. These assumptions
include, among other things, the ability to obtain any requisite Senegalese governmental approvals to the proposed transactions and consolidation of the projects,
ASX approvals, the accuracy of mineral reserve and mineral resource estimates, future economic conditions and courses of action. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Teranga and Franco-Nevada,
or developments in Teranga’s or Franco-Nevada’s business or in the gold industry, to differ materially from the anticipated results, performance, achievements or
developments expressed or implied by such forward-looking statements. The risks and uncertainties that may affect forward-looking statements include, among
others: economic market conditions, the inherent risks associated with mineral reserve and mineral resource estimates, anticipated costs and expenditures,
government approvals and permitting, and other risks detailed from time to time in Teranga’s and Franco-Nevada’s filings with applicable securities regulators.
Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially
from those expressed or implied in the forward-looking statements. Teranga and Franco-Nevada cautions you not to place undue reliance upon any such forwardlooking statements, which speak only as of the date they are made. Forward-looking statements included herein are based on management’s current plans,
estimates, projections, beliefs and opinions, and, except as required by law, neither Teranga nor Franco-Nevada undertake any obligation to update forward-looking
statements after the date of this presentation or to explain any material difference between subsequent actual events and any forward-looking statements. Nothing in
this presentation should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities.
This presentation is dated as of December 12, 2013. All references to the Company 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 stated dollar amounts stated are denominated in US dollars unless specified otherwise.
3

4. CONSOLIDATING
SABODALA REGION

Acquire remaining interests in the
Oromin Joint Venture Group
(“OJVG”)

Phase 1: Become a mid-tier gold
producer in Senegal with 250,000
to 350,000 ounces1 of annual gold
production leveraging our existing
mill and infrastructure

Positions Teranga to reach our
Phase 1 growth objective


Additional potential growth
through highly prospective,
large land position next to
mill
Developing
production
pipeline on an emerging gold
belt in a mining-friendly,
democratic,
and
safe
jurisdiction
1
This forecasted annual production target is based on the following assumptions: (1) Disclosed mineral reserves (proven 12.87Mt @ 1.28 g/t for 0.53Moz and probable 16.34Mt @ 1.64 g/t for 0.86Moz) as per
the Teranga’s NI 43-101 technical report entitled Technical Report for the Sabodala Gold Project Republic of Senegal, West Africa (with an effective date of June 30, 2013) (the “Sabodala Technical Report”);
and (2) The addition of OJVG probable open pit mineral reserves of 21.89Mt @ 2.05 g/t for 1.45Moz as per the technical report entitled OJVG Golouma Gold Project – Updated Feasibility Report, January 2013
(the “OJVG Technical Report”). Requires amendment to OJVG Gouloma Project’s existing permits reflecting a reduced project footprint as ore is processed through Sabodala mill.
4

5. EXPECTED BENEFITS OF
OJVG TRANSACTION
•
Combined entity anticipated to have the following:
 Larger reserve base and longer mine life
 Higher production profile
 Significant operating flexibility in:
 Various gold price environments
 Sequencing of pit development and
phases within pit development
•
43-101 Technical Report
•
Q1’ 2014
Flexibility allows us to maximize free cash flows
5

6. STREAM TRANSACTION WITH
•
Transaction objectives:
 Minimize dilution to Teranga shareholders
 Not put balance sheet at risk
•
Stream arrangement with Franco-Nevada:
 Allows us to consolidate the balance of OJVG
 No equity dilution to shareholders
 Reduces debt
 Provides greater reserves and production per
share
Shareholders served well by this transformational
transaction
6

7. HIGHLIGHTS OF TRANSACTION FOR
 Attractive stream asset that is expected to be one of
Franco-Nevada’s top contributors
 Delivers stable and immediate cash flows and
increases gold contribution within our portfolio
 Investment in a well-run operation with an established
track record and favourable cost structure
 Excellent exploration potential on land covering a
70km strike extent on an emerging mineral belt
Consolidating the Sabodala region assets is
transformational for Teranga and a win-win for all
parties
7

8. TRANSACTION BACKGROUND
AND SUMMARY
Background
•
Previously acquired Oromin Explorations in October
in a share exchange
•
43.5% participating interest in OJVG
Acquire balance of OJVG
•
$135M stream transaction with Franco-Nevada
•
Acquire Bendon’s 43.5% participating interest in
OJVG for $105M
•
Reduce outstanding loan balance to $30M
•
Acquire Badr’s 13% free-carried interest in OJVG for
$7.5M, plus:
•
Contingent consideration based on increases in
OJVG reserves and higher gold prices to be
funded from existing cash balance
8

9. STREAM AGREEMENT
•
Franco-Nevada to provide an upfront cash payment of $135M
•
In exchange for a fixed and floating stream on future production
•
•
•
Franco-Nevada to pay 20% of spot gold price on each ounce delivered
•
•
2014 to 2019: 22,500 ounces per year
2020 and thereafter: 6% of gold production
The 6% stream is effectively a 4.8% NSR royalty
Higher stream in first six years
•
•
•
Allows us to retire half of our debt facility
Accelerate and repay balance of facility in 2014
Provides certainty to Franco-Nevada as mine plan evolves
•
Reducing debt and onerous financial covenants, reducing balance sheet risk,
protecting the Company and shareholders
•
Improves financial and operational flexibility
9

10. COMBINATION MAKES SENSE

Establishes Sabodala as one of the largest open pit
operations in West Africa



Addresses key issue – short mine life


Sequence pits and phase of pit development based on:
 Grade, strip ratio, ore hardness, development
costs
Defer phase 4 waste stripping at Sabodala increasing
our 2014 cash flows despite lower gold prices


Near and medium term on the mine licenses – 245 km2
Longer term, significant potential on the regional land
package– 1,055km2
Increases operational flexibility


Two properties extend mine life significantly
Increases future growth potential beyond near term.
More upside potential:



Positioned to achieve Phase 1 growth objective of
250,000 to 350,000 ounces of annual production
One of the largest open pit reserve bases
Before incorporating additional production from OJVG
Only requires modest sustaining capital going forward
10

11. IN PARTNERSHIP
WITH SENEGAL
•
The Senegalese Government has stated
importance of the mining industry in Senegal
•
Partnership
and
trust
between
Senegalese
Government and Canadian
& Senegalese
Management teams built on transparency
the
•
Committed to growing domestic gold production as
quickly as possible
•
Signing the Definitive Global Agreement provided a clear
and transparent framework that allowed investor
confidence
•
The agreement made this investment possible and
paved the way for the consolidation of the OJVG
11

12. SYNERGISTIC TRANSACTION
 Significant and immediate synergies
 Majority of capital expenditures behind us
 Higher production and reserves
 Increased operational flexibility
 Multiple deposits in close proximity
 Focus on free cash flow
12

13. NEXT STEPS
• Proposed transaction conditional upon:
•
An amendment to the project finance facility with
Macquarie and the signing of an Inter-Creditor Agreement
•
The proposed transaction to be completed by January 17,
2014
•
Other customary closing conditions.
13

14. NEAR TERM FOCUS
• Release of detailed, combined mine plan – Q1’14
• File 43-101 technical report on a combined basis
– Q1’14
• Drilling on mine license to increase reserves
• Particularly on those deposits that straddle
our property border
• Heap leach testing on lower grade, oxide
material
14

15. COMBINED SABODALA & OJVG MINE
LICENSES
15

16. COMPETENT PERSON STATEMENTS
The technical information contained in this presentation is based on information compiled by Mr. Paul Chawrun P. Eng and Ms. Patti Nakai-Lajoie,
P. Geo from the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report entitled Technical Report
for the Sabodala Gold Project Republic of Senegal, West Africa (with an effective date of June 30, 2013) prepared for Teranga and the technical
report entitled OJVG Golouma Gold Project Updated FS Technical Report (with an effective date of January 30, 2012), prepared for Teranga’s
wholly-owned subsidiary Oromin, each of which is available at www.sedar.com. Mr. Chawrun is 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. Ms. Patti
Nakai-Lajoie, P. Geo., is a Member of the Association of Professional Geoscientists of Ontario.
Mr. Chawrun is a full-time employee of Teranga and is a “qualified person” as defined in NI 43-101 and a “competent person” as defined in the
2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Chawrun 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 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves”. Mr. Chawrun has consented to the inclusion in the presentation of the matters based on his compiled information in the form and
context in which it appears.
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 2004 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 the presentation of the matters based on her 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”). 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 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 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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