Investor Presentation€¦ · Specific forward-looking statements in this presentation include the commencement of expected drill programs, net present value, anticipated future cash

TSX:TGZ / OTCQX:TGCDF

Investor PresentationCape Town – February 2018

The Next Multi-Asset Mid-Tier

West African Gold Producer

Forward-Looking Statements

2

This presentation contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”), whichreflects management’s expectations regarding Teranga Gold Corporation’s (“Teranga” or the “Company”) future growth, results of operations (including, without limitation, futureproduction and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of new deposits and thesuccess 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”, “intended to”, “objective to” and similar expressionsor 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 forwardlooking information. Specific forward-looking statements in this presentation include the commencement of expected drill programs, net present value, anticipated future cashflows, anticipated construction readiness activities for the Company’s Wahgnion gold project in Burkina Faso as well as the anticipated completion of construction of the Wahgnionproject - including the first gold pour, the anticipated discovery of reserves at the Wahgnion project, and Teranga’s estimated full year financial and operating totals, as well asanticipated 2017 and 2018 operating results. Although the forward-looking information contained in this presentation reflect management’s current beliefs based upon informationcurrently available to management and based upon what management believes to be reasonable assumptions, Teranga cannot be certain that actual results will be consistent withsuch forward looking information. Such forward-looking statements are based upon assumptions, opinions and analysis made by management in light of its experience, currentconditions 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, fueland 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 anysuch 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 otherfactors, 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’sAnnual Information Form dated March 29, 2017, and in other filings of Teranga with securities and regulatory authorities which are available at www.sedar.com. Teranga does notundertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Nothing in thisreport should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities.

This presentation is as of February 5, 2018 All references to Teranga include its subsidiaries unless the context requires otherwise. This presentation contains references toTeranga 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 aredenominated in U.S. dollars unless specified otherwise.

3

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

Sabodala NPV5% based on 2P

$5.11

$1.41

$1.02

$1,300

$3.38TGZ Current Share Price

(closing price Jan 31, 2018)

$7.54NPV

Per Sharebased on cash &

2P reserves

Excludes potential value from:• Wahgnion infill drill program • Golden Hill• Afema and Côte d’Ivoire assets

EV/2018E EBITDA

Potential for a Major Rate Reset

4

Teranga’s Share Price vs. Net Present Value* (NPV)(12) per Share

223%

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

C$3.49

C$6.48C$7.78

Share Price BMO NPV per Share(Spot)

Revalued Share Price

0.55xCurrent TGZ NPV Trading Multiple(12)

1.2xAverage NPV Multiple

for Medium Producers(12)

EV/2P Reserves ($/oz)

Data Source: BMO GoldPages published January 29, 2018

58.7

66.8

87.3

98.8

250.6

290.9

348.1

473.2

531.9

Asanko

Perseus

Teranga

Alacer

Golden Star

Semafo

Endeavour

Roxgold

B2Gold

3.5

3.6

3.9

3.9

4.4

5.2

6.6

6.8

30

Asanko

Teranga

Perseus

Golden Star

Roxgold

Semafo

B2Gold

Endeavour

Alacer

5

Share Price Performance (TSX: TGZ)(Closing price on December 12, 2017 – January 31, 2018)

Capital Structure and Recent Share Price Performance

Source: IR Insight on January 31, 2018

0%

10%

20%

30%

40%

50%

TGZ-TSXGDXJGold 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 (January 31, 2018) C$363M/ US$295M

Cash / net cash $88M / $73M

Top Shareholders % of O/S As at Dec 31, 20171 Tablo Corporation 21.5% 23,128,900 2 Van Eck Associates Corporation 6.8% 7,272,264 3 Heartland Advisors 4.5% 4,800,000 4 Ruffer LLP 4.3% 4,607,243 5 Oppenheimer Funds 3.5% 3,710,828 6 Dimensional Fund Advisors 2.9% 3,068,4257 Franklin Advisers 2.4% 2,582,2008 Fidelity Management & Research 1.6% 1,747,7409 Universal-Investment Gesellschaft 1.6% 1,735,000

10 Colonial First State Global AM 1.6% 1,725,708

+40%

+11% +9%

ASX DelistingCompleted Compulsory Sale

Facility before markets open on December 13 – stock price hit

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

Senegal

Côte d’Ivoire

Burkina Faso

Mali

Guinea

Guinea-Bisseau

The Gambia

GhanaBenin

Niger

Sierra Leone

Liberia

Togo

Sabodala Gold Mine1.4Moz production since IPO in late 2010

6

Wahgnion Development Project Expect to close financing and commence construction in Q2 2018

Golden Hill Exploration JV

GourmaExploration 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 WahgnionDevelopment Project(1)(2)

Afema

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

Garnering International Recognition for Corporate Social Responsibility

PDAC 2017 Environmental & Social Responsibility Award

United Nations Global CompactNetwork Canada Sustainability Award

Corporate Knights Future 40 Responsible Corporate Leaders in Canada

Capital Finance International: Best ESG-Responsible Mining Management West Africa Award

7

Extensive Exploration Program in 2018• Golden Hill (Burkina Faso)• Guitry (Côte d’Ivoire)• Afema (Côte d’Ivoire)

Development of Second Mine• Project debt financing expected to close in Q2• Plant construction expected to commence in Q2

Production at Largest Gold Mine in Senegal• Achieved record production of 233,267 ounces in 2017• Issued 2018 production guidance of 210,000 – 225,000 ounces(3)

• Generating free cash flow from Sabodala*

Checking Off the Boxes

Refer to Appendix – Endnote (3) *Refer to Appendix – Non-IFRS Performance Measures

8

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028

Sabodala Banfora

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

Significantly Increasing Production and Improving Free Cash Flow

9*Refer to Appendix – Non-IFRS Performance MeasuresRefer 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

Production

Construction

Feasibility Study

Concept Study (Initial Resource)

Advanced Exploration

Advanced Exploration 2

Advanced Exploration 3

Robust Exploration Pipeline in Three Mining-Friendly Jurisdictions

10Senegal Côte d’Ivoire Burkina Faso

Sabodala

Niakafiri Main

Maki Medina

Niakafiri SE

Guitry

Dianra Djinta

Tiassale

Goumbati West/Kobokoto

Golouma NorthMarougou Main

Mamasato Kinemba

Maleko

Wahgnion

Ouahiri

Kafina

Samavogo NorthHillside

Bassangoro

Muddi Bagu Sud

Raul

Petite Colline

KassengaraWeah

Korindougou

Fembefasso

Mahepleu

Sangaredougou

Niakafiri West

Ma

PeksouJackhammer Hill

Nahiri

BongoriFoutouri

Tambiga HillMaragou South

Konatvogo

Afema 1

Afema 2Afema 3

Prudent Approach to Capital Allocation Drives Solid Financial Position

11

$88 MillionEstimated cash balance

as at December 31, 2017

+$90 Million(6)

Estimated cash flow from Sabodala 2018-2019

$150 Million$150M project debt facility

expected to close in Q2 2018

Solid Financial Position

to fund $232 millionpre-production capital cost

of building second mine (Wahgnion)

Refer to Appendix – Endnote (6)

2018 Catalysts

12

Regular exploration updates starting in Q1

Maiden resource

Closing of project financing

Commence mill construction

Reserve update

Update NI 43-101

Project updates from Guitry and Afema

WahgnionGolden Hill

Côte d’Ivoire

SabodalaSenegal, West Africa

13

14

Exploration ProspectsMineral ResourcesMasato Style Bulk Tonnage Gold Trend Golouma Style High-Grade Gold Trend Mining ConcessionExploration PermitsPrevious Mine License

SabodalaMill

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

GoumbatiWest

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

(8)

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

15*Refer to Appendix – Non-IFRS Performance MeasuresRefer to Appendix – Endnote (2)

($40)($20)

$0$20$40$60$80

2018 2019 2020 2021 2022

5-Year Cash Flow 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

Opportunities to Maintain Sabodala’s Annual Production of +200Koz Beyond 2022

Four Significant Opportunities for Continued Growth at Niakafiri1. Restricted areas (sacred sites, cemetery, schools)2. Extending the Niakafiri West trend northwards3. Exploring a potential northwest trend under Sabodala village4. Extending the Niakafiri Main zone at depth

Underground• Current reserves of 346Koz within a resource (MII) base of 1.3Moz • Extend drilling as we complete open pit mining for higher grade and

thicker zones for improved mining methods (long-hole vs cut & fill)• Current operating scenario is for an owner mine fleet

23

4

1

1

1Niakafiri (Sabodala – Senegal)

16

Wahgnion ProjectBurkina Faso, West Africa

17

Mali

Ghana

Benin

Niger

Togo

Burkina Faso

Côte d’Ivoire

Tongon

Bobo-Dioulasso

18

Overview of Permitted 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(2) 5.5 years LOM (9 years)

Annual production 131koz 119koz

All-in sustaining costs $807/oz $843/oz

Total free cash flow $302M $409M

Pre-production capital ($232M)

Net cash flow $176M

Strategic Pillar of Teranga’s Growth Plan

19

Wahgnion Infill Drill Program: Aiming for a Conversion Rate of 25%-50% of Inferred

• 75,000-metre infill drill program is targeting inferred resources located near to the current reserve pits

• Objective is to increase drill hole density within the existing inferred resources

• Given demonstrated continuity of mineralization of the inferred resources, 25%-50% of inferred resources is targeted to be converted to indicated

Near-Term Upside Expected to Improve Economics

• Reserves update expected in H1 2018

Target Area Along Strike

Target Area at Depth

$1,450 Resource Pit Limit

$1,200Reserves Pit Limit

Kafina West

RaulHillside

20

Drill-Ready Targets Underlie Multi-Year Regional Exploration Program

Samavogo

Nogbele

FourkouraStinger

Bagu Sud

Korindougou

Ouahiri

Sud

Prospective Wahgnion Land Package

• ~12 targets identified

• Targets are within trucking distance of proposed plant site

Targets Have Potential to Become Resources

• Kafina West: 1,000 metre NE-trending soil and auger anomaly. Drill results of 8 m @ 2.2 g/t Au and 11 m @ 3.2 g/t Au

• Konatvogo: 2,000 metre NW-trending soil and auger anomaly between the Fourkoura and Nogbele deposits. Up to 21.6 g/t Au from altered shear-hosted quartz vein outcrops

• Bassongoro: 1,500 metre NNE-trending soil and auger anomaly (up to 15g/t Au). Intersection of regional Nianka and Fourkoura structures undrilled

Raul

Proposed Plant Site

Kondandougoug

Konatvogo

Bazogo

Bassongoro

Samavogo North

MuddhiPetit Colline

Reserve Deposits

Exploration Targets

Golden HillBurkina Faso

21

22

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

23

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

2424

Ma Prospect – Drill Plan Ma Prospect • 2.4 kilometre long mineralized system • Comprises multiple mineralized zones within a broad

regional structural complex• Ma prospect remains open to the east and the west and

to depth• Expect to complete an initial resource by end of 2018

Recent Drilling Highlights at Ma• High-grade results confirm continuity of grade and width

from surface to depths now approaching 125 metres• 15 m @ 4.22 g/t Au including 7 m @ 7.89 g/t Au

including 2 m @ 17.6 g/t Au (GHDD-067)• 16 m @ 3.20 g/t Au including 1 m @ 15.7 g/t Au,

and 3 m @ 6.14 g/t Au (GHDD-078)• 6 m @ 5.79 g/t Au and 17 m @ 3.45 g/t Au including

6 m @ 6.32 g/t Au (GHDD-080)

Ma Prospect: The Most Advanced Prospect at Golden Hill

25

Ma Prospect – Representative Drill Section

Multiple Mineralized Zones Within a Broad Regional Structural Complex at Ma Prospect

Ma Prospect – Representative Drill Section

25

These two sections outline the continuity of gold mineralization identified by drilling along the eastern half of Ma Main and also demonstrate the extension of the mineralization beyond the mafic volcanic host and into the associated intrusive units (section A-A’). Mineralization remains open to further expansion at depth.

2626

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

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.

Golden Hill: Hidden Potential at Jackhammer Hill Prospect

Hidden Potential at Never Previously Drilled Target

• 1,000 metre long auger, soil and rock chip anomaly

• Will continue aggressive drill program throughout 2018

• Objective is to complete an initial resource by end of 2018

Jackhammer Hill Prospect Highlights

• 15 m @ 5.72 g/t Au including 4 m @ 16.37 g/t Au including 1 m @ 42.1 g/t Au and 9 m @ 4.13 g/t Au including 3 m @ 10.63 g/t Au including 1 m @ 25.3 g/t Au (GHDD-104)

• Core drilling results at Jackhammer Hill included 110 grams per tonne of gold over 14 metres

– 14 m @ 110.6 g/t Au including 5 m @ 306.7 g/t Au including 1 m @ 1,499 g/t Au (GHDD-111) (uncut)

• 10 m @ 3.44 g/t Au including 1 m @ 19.0 g/t Au (GHDD-103)

Golden Hill: Jackhammer Hill Prospect

27

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 28

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 ExplorationGuitry & Afema

29

Significant Opportunities in Côte d’Ivoire

Initial 5 Greenfield Exploration Tenements Totaling +1800 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

30

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

AkyemNewmont

Essase5.19 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 MozAngloGold Ashanti

Kumasi

Cape Coast

Sefwi-Bibiani Gold Belt

Asankrangwa Gold Belt

Ashanti Gold Belt

Winneba-KibiGold Belt

Ghana

31

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 of 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

Appendix

Executive Team

Richard Young, MA, CPAPresident & CEO25+ years experience in gold mining including 13 years at Barrick Gold including finance and corporate development

Paul Chawrun, P.Eng, MBAChief Operating Officer25+ years experience in mining including serving as Director, Technical Services at Detour Gold

Navin Dyal, CPAChief Financial Officer13 years experience in mining including 7 years at Barrick Gold as Head of Finance in copper business unit

David Savarie, LL.BGeneral Counsel & Corporate Secretary11 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., MBAGeneral Manager, SGO17+ years experience in managing gold exploration projects, including his work as Vice President Senegal Operations for the Oromin Joint Venture Group until its acquisition in 2014 by Teranga Gold

Sepanta Dorri, MAcc, MBA, CPAVP, Corporate and Stakeholder Development10 years experience in mining including 5 years at Xstrata Nickel in Strategic Planning and M&A. 2012 winner of the WXN Top 100 Canada's Most Powerful Women award, Trailblazers and Trendsetters Category

David Mallo, B.Sc. GeologyVP, Exploration35+ 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 33

Alan Hill, M.EngChairman35+ years experience in mining including 20 years at Barrick Gold in project evaluation and development

Christopher Lattanzi, B.EngDirector30 years experience in mining property valuation, scoping, feasibility studies and project monitoring on a global basis. Founder of MiconInternational

Richard Young, MA, CPAPresident & CEO25+ years experience in gold mining including 13 years at Barrick Gold in finance and corporate development

Jendayi Frazer, Ph.D.Director17 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, CPADirector25+ years experience in senior executive positions in investment, mining and real estate including Barrick Gold and Merrill Lynch

Edward Goldenberg, MA, BClDirectorDistinguished 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. HonouraryDoctorate of Laws from McGill University

David MimranDirector & Teranga’s Largest ShareholderCEO 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 of the Republic of Côte d'Ivoire

Alan Thomas, CPADirector30+ years mining and energy industry experience in senior financial and director roles including 6 years as VP and CFO of ShawCorand 11 years as CFO of Noranda

Frank Wheatley, LL.BDirector28 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

8.4%

4.8%

Implied Net Smelter Royalty

OJVG Acquisition Financed by Franco-Nevada

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

• Fixed gold deliveries of 22,500 ounces per year from2014 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 onAll-in Sustaining Costs per Ounce(based on $1,200/ounce gold price)

$100

$58

2016E Post 2019

Effe

ctiv

e C

ost

35

Qualified Persons Statement

Teranga's exploration programs in Burkina Faso are managed by Peter Mann, FAusIMM. Mr. Mann is a full time employee of Teranga and is not "independent" within the meaning ofNational Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. Mann has sufficient experience which is relevant to the style of mineralization and type ofdeposit under consideration and to the activity which he is undertaking to qualify as a "Qualified Person" under NI 43-101. The technical information contained in this news releaserelating 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 thesampling, analytical and test data underlying the information. The RC and diamond core samples are assayed at the BIGGS Laboratory in Ouagadougou, Burkina Faso. Mr. Mann hasconsented to the inclusion in this news release of the matters based on his compiled information in the form and context in which it appears herein, and approved such disclosure.

Quality Assurance and Quality Control

For details on the quality assurance program and quality control measures applied during the execution of the exploration work and results reported on herein please refer to Chapter 11– Sample Preparation, Analyses and Security of the Technical Report on the Wahgnion Gold Project, Burkina Faso West Africa dated October 20, 2017 available on the Company’swebsite at http://www.terangagold.com and SEDAR at www.sedar.com.

36

37

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”. TheCompany 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. Thesemeasures 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 NorthAmerican 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 isvoluntary 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 extendthe 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 andexpensed), 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, interestcosts, 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 ofall-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. ForSabodala 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 corporateoverheads. 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 cashcosts 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 togenerate 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 ofdiscounts), 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 haveany 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 avaluable 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 exchangerate, 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, minorityinterest 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

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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 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 technical report dated August 30, 2017 available onthe Company’s website at www.terangagold.com and SEDAR 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 andrelated 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 atwww.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 andResources 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 onSEDAR at www.sedar.com.

5. LOM assumptions include: Gold Price $1,250 per ounceHeavy Fuel Oil (HFO): Wahgnion - $0.59 per litre

Sabodala - $0.46 per litreLight Fuel Oil (LFO): Wahgnion - $1.04 per litre ($0.88 per litre during construction period)

Sabodala - $0.81 per litreEuro 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 plantconstruction 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 overrunor 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 NI43-101 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 tothe 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 presentationdated 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 assumesa US$1,229 SPOT gold price per ounce, 5% discount, 0.79 USD/CAD exchange rate..

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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 mineralresource 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 HistoricalEstimate”). 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 of122Koz (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 isreported 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. Aswell, 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 bymineralization 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. Furtherdrilling, 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 berelied 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 isnot treating the historical estimate as current mineral resources or mineral reserves.

Afema Mine License Historical Resource Estimate

Trish MoranHead of Investor Relations77 King Street West, Suite 2110 Toronto, ON M5K 2A1T: +1.416.607.4507E: [email protected]: terangagold.com