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Teranga Gold Corporation: September Quarter Report

Date : 11/08/2012 @ 4:30PM
Source : Marketwired
Stock : Teranga Gold Corporation (TGZ)
Quote : 0.8  -0.04 (-4.76%) @ 1:21AM
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Teranga Gold Corporation: September Quarter Report

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For a full explanation of Financial, Operating and Exploration results please see the Interim Condensed Consolidated Financial Statements as at and for the period ended September 30, 2012 and the associated Management's Discussion & Analysis at www.terangagold.com.

Highlights


--  Record third quarter profit of $21.3 million ($0.09 per share), compared
    to a loss of $24.8 million ($0.10 loss per share) in the same prior year
    period, an increase of $46.1 million. 
--  Third quarter 2012 production totalled 55,107 ounces of gold, also a
    Company record, and a 103 percent increase over the same quarter in
    2011. 
--  Third quarter 2012 total cash costs of $594 per ounce were 36 percent
    lower than the same quarter in 2011.(1) 
--  The Company remains on track to meet its full year production guidance
    of 210,000 to 225,000 ounces at total cash costs of $600 to $650 per
    ounce. 
--  During the third quarter 2012, the Company delivered 29,000 ounces of
    production into forward sales contracts, reducing the balance
    outstanding to 93,395 ounces. The balance is expected to decline to
    66,000 ounces at year end and be fully extinguished by August 2013. 
--  Exploration at the Sabodala deposit Increases Measured and Indicated
    Resources to 2.0 million ounces, an increase of approximately 670,000
    ounces or 43 percent, before production (approximately 500,000 ounces
    net of production). 
--  Measured and Indicated Resources at Gora also increased to 374,000
    ounces, an increase of approximately 160,000 ounces or 74 percent. 
--  Initial Inferred Resources at Masato declared at approximately 700,000
    ounces. 
--  The Company's liquidity continues to improve, even as it extinguishes
    its hedge book and lowers its payables balance, with $30.6 million in
    cash, cash equivalents, and bullion receivable together with 4,150
    ounces in bullion inventory at September 30, 2012 rising to $39.5
    million, including $31.2 in cash and cash equivalents, at November 1,
    2012. 

"During the third quarter we continued to build out our corporate and site management teams adding depth which I believe will serve us well as we execute on our growth plans. One of the keys to our success is the creation of a Technical Services Group in our Corporate Office lead by Paul Chawrun. I am also very pleased for Richard Young who has stepped into the CEO role, we have worked together for over 20 years, and I am very much looking forward to continuing to grow this Company with him over the coming years", said Alan R. Hill, Executive Chairman.

(1) Total cash costs per ounce sold is a common financial performance measure in the gold mining industry but has no standard meaning under IFRS. For a definition of this metric, please see page 8 of this press release.

Operating Highlights


--  Gold production for the third quarter of 2012 was 55,107 ounces, 103
    percent higher than the same prior year period due to higher grade ore
    processed combined with higher mill throughput as a result of the
    completion of the mill expansion. 
    
--  Gold sold for the three months ended September 30, 2012 totalled 62,439
    ounces compared to 27,574 ounces sold in the same prior year period, an
    increase of 126 percent. Ounces sold during the third quarter of 2012
    were higher than produced due to the drawdown of gold in circuit from
    the previous quarter when the mill had reduced ability to pour gold
    during the tie-ins for the mill expansion. As a result, at September 30,
    2012, gold in circuit and gold bullion inventory decreased by 7,337
    ounces to 13,046 ounces. 
    
--  Total cash costs for the three months ended September 30, 2012 were $594
    per ounce sold compared to $928 per ounce in the same prior year period,
    a reduction of 36 percent. Total cash costs and depreciation per ounce
    sold were $810 per ounce for the three months ended September 30, 2012
    compared to $1,168 per ounce in the same prior year period.(2) 
    
--  Total tonnes mined for the three months ended September 30, 2012 were
    more than 10 percent higher compared to the same prior year period due
    to increased fleet capacity and improved productivity in the mining
    operation. 
    
    
--  Ore tonnes milled for the three months ended September 30, 2012 were 12
    percent higher than the same prior year period mainly due to an increase
    in mill capacity as a result of the completion of the mill expansion.
    Throughput for the fourth quarter is expected to increase with
    commissioning now complete and the end of the wet season which will
    allow for better flow rates in the crushing circuit. 
    
    
--  The Company remains on track to produce between 210,000 - 225,000 ounces
    in 2012, an increase of approximately 65 percent over 2011, while total
    cash costs are expected to decline approximately 20 percent to between
    $600 to $650 per ounce, in line with guidance for the year. As a result
    of the delay in completion and commissioning of the mill expansion
    production is expected to be at the lower end of the range of our
    production guidance for the year. Production for October was 22,735
    ounces, during a month in which we transitioned from the wet to dry
    season, keeping us on track to meet our production guidance for the full
    year.

"Gross profit increased 298 percent for the third quarter and 130 percent year to date due to the improved operating performance at Sabodala; resulting in a swing from a loss position a year ago to profitability," said Richard Young, President and CEO.

Exploration Highlights

Exploration at the Sabodala deposit increases Measured and Indicated Resources to 2.0 million ounces, an increase of approximately 670,000 ounces or 43 percent, before production (approximately 500,000 ounces net of production)


--  The 2012 drill program is designed to deepen the ultimate pit and, if
    successful, to add upwards of 500,000 to 1 million ounces by mid-2013,
    based on drilling intercepts to date, at grades between 1.5 gpt and 2
    gpt.(3) Recent results in the third quarter of 2012 advanced the
    mineralized extents at Sabodala to the NE, SE, SW and to depth in the
    north, with the key in-pit drilling to extend the high grade intercepts
    of a year ago still to come. 
    
--  Measured Resources at the Sabodala pit total 27.1 million tonnes grading
    1.25 gpt and Indicated Resources total 31.5 million tonnes grading 0.96
    gpt. Inferred Resources total 12.4 million tonnes grading 0.87 gpt. 
    
--  As a result of the mine planning work completed in the first quarter of
    2012, we have focused the majority of the drilling effort this year into
    expanding the Sabodala open pit reserves. During the third quarter of
    2012, Reverse Circulation ("RC") and Diamond Drilling ("DD") on the Mine
    License ("ML") totalled 22,000 metres at a cost of $7.0 million. Year to
    date, a total of $20 million has been spent on just over 85,000 metres
    of drilling. Based on the results to date, the budget for the ML has
    been increased from $20 million to $25 million to continue with the
    resource expansion and conversion program at the Sabodala pit.
    

Measured and Indicated Resources at Gora also increased to 374,000 ounces, 
an increase of approximately 160,000 ounces or 74 percent.                 

--  The feasibility study is scheduled to be completed in the fourth quarter
    2012 for submission before year end as part of the Environmental and
    Social Impact Assessment. 
    
--  Optimization work during the third quarter increased Measured and
    Indicated Resources to 373,717 ounces of gold, an increase of
    approximately 160,000 ounces or 74 percent over the previous estimate. 
    
--  Measured Resources at the Gora deposit total 0.487 million tonnes
    grading 5.27 gpt and Indicated Resources total 1.84 million tonnes
    grading 4.93 gpt. Inferred Resources total 0.21 million tonnes grading
    3.38 gpt. The increase in resources reflects the inclusion of all
    outstanding assays and continued refinement of the resource model.

(2) Total cash costs per ounce sold and total cash costs and depreciation per ounce sold are common financial performance measures in the gold mining industry but have no standard meaning under IFRS. For a definition of these metrics, please see page 8 of this press release.

(3) This exploration target is not a Mineral Resource. The potential quality and grade is conceptual in nature and there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.


Operational and Financial Highlights                                        
                                                                            
                                                                            
                                   Three months ended     Nine months ended 
                                        September 30,         September 30, 
                                --------------------------------------------
                                      2012       2011       2012       2011 
                                             restated              restated 
Operating results                                                           
Ore mined                ('000t)       655      1,008      3,877      2,258 
Waste mined              ('000t)     6,242      5,085     17,688     17,082 
Total mined              ('000t)     6,897      6,093     21,565     19,340 
Strip ratio            waste/ore       9.5        5.0        4.6        7.6 
Ore milled               ('000t)       650        582      1,713      1,840 
Head grade                 (g/t)      3.11       1.64       2.94       1.79 
Recovery rate                  %      84.6       88.3       87.7       89.4 
Gold produced (1)           (oz)    55,107     27,082    142,506     94,766 
Gold sold                   (oz)    62,439     27,574    136,210    102,471 
                                                                            
Average realized                                                            
 price received             $/oz     1,290      1,174      1,489      1,152 
                                                                            
Total cash cost                                                             
 (incl.                                                                     
 royalties)(2)         $/oz sold       594        928        629        773 
Total depreciation                                                          
 per ounce             $/oz sold       216        241        210        253 
Total production                                                            
 cost per ounce        $/oz sold       810      1,169        839      1,026 
                                                                            
Mining (cost/t                                                              
 mined)                                2.7        2.6        2.6        2.2 
Milling (cost/t                                                             
 milled)                              21.9       18.0       20.6       16.6 
G&A (cost/t milled)                    5.8        6.6        6.0        5.6 
                                                                            
----------------------------------------------------------------------------
                                                                            
                                                                            
Financial results                                                           
 (US$000)                                                                   
Revenue                            105,014     46,678    227,550    155,811 
Cost of sales                      (51,033)   (33,133)  (116,021)  (107,288)
Gross profit                        53,981     13,545    111,529     48,523 
                                                                            
Exploration and                                                             
 evaluation                                                                 
expenditures                        (2,041)    (8,845)   (13,958)   (20,199)
                                                                            
Losses on gold hedge                                                        
 contracts                         (18,981)   (25,756)   (24,299)   (44,663)
                                                                            
Profit/(Loss)                                                               
 attributable to                                                            
 shareholders                       21,336    (24,808)    31,143    (32,764)
                                                                            
----------------------------------------------------------------------------
                                                                            
                                  As at September 30,                       
Financial position                                                          
 (US$000)                             2012       2011                       
  Cash and cash                                                             
   equivalents (3)                  14,767     25,788                       
  Net assets                       315,250    299,272                       
  Borrowings                        75,038     17,306                       
                                                                            
Note (1): Gold produced includes change in gold in circuit inventory plus   
gold recovered during the period.                                           
Note (2): Total cash costs per ounce sold for three and nine months ended   
September 30, 2011 were restated to comply with the Company's new accounting
policies for measuring and recording ore stockpile costs, and reporting     
total cash costs after inventory movement, in line with the Company's       
accounting policies and industry standards.                                 
Note (3): Cash and cash equivalents include short term investments over 90  
days and restricted cash.                                                   

Review of Operating Results

Mining

Total tonnes mined for the three and nine months ended September 30, 2012 were more than 10 percent higher compared to the same prior year periods due to increased fleet capacity and improved productivity in the mining operation. Drilling and loading availabilities benefited from the addition of three new blast hole drill rigs and four new haul trucks and implementation of better maintenance practices. During the last few weeks of the third quarter 2012, mining activities were negatively impacted by lower haul truck availability due to delays in delivery of tires. This issue was remediated subsequent to the period end with the delivery of tires by the Mine's existing supplier and the sourcing of additional tires via a new supplier. This may be an ongoing issue for the Company and the industry over the next several quarters. Year to date, fewer ore tonnes have been mined than planned but at better grades (average grade mined was just under 2 gpt, approximately 30 percent higher than the reserve model) resulting in an increase in ounces mined compared to plan. In calculating 2011 year end reserves, Management lowered the capping level on high grade intersections, resulting in an underestimation of grade in this area of the ore body.

During the third quarter, the Company finalized the purchase of five additional haul trucks and one shovel to accelerate the mining rate of the Sabodala deposit which we expect will increase the production rate in 2013 and beyond. Two of the new haul trucks are expected before year end while the balance of three trucks and the shovel are expected to be delivered and commissioned in the second quarter of 2013.

Unit mining costs for the three and nine months ended September 30, 2012 were on plan but higher compared to the prior year periods mainly due to higher fuel consumption due to longer haul distances and higher costs for blasting consumables.

Milling

Ore tonnes milled for the three months ended September 30, 2012 were 12 percent higher than the same prior year period mainly due to an increase in the mill capacity as a result of the completion of the mill expansion. Mill throughput for the third quarter was about 20 percent lower than plan mainly due to the delay in completion and commissioning of the crushing circuit as part of the mill expansion. Throughput for the fourth quarter is expected to increase with commissioning now complete and the end of the wet season which will allow for better flow rates in the crushing circuit.

Ore tonnes milled for the nine months ended September 30, 2012 were 7 percent lower than the same prior year period mainly due to harder ore in 2012 compared to the softer material that was available in 2011 as well as due to the shutdowns relating to tie-ins for the mill expansion during the second quarter, partially offset by the increase in the milling capacity during the third quarter.

Year to date, the average grade processed is higher than plan, mainly due to better than planned mined grades and lower throughput as a result of the delay in completion and commissioning of the crushing circuit (highest grade material processed first).

Unit processing costs for the three months ended September 30, 2012 were 21 percent higher than the same prior year period primarily due to higher consumption of Heavy Fuel Oil ("HFO") used for power generation, higher costs and consumption of grinding media, due to harder ore processed, and higher costs for reagents, partly offset by lower HFO prices.

Unit processing costs for the nine months ended September 30, 2012 were 24 percent higher than the same prior year period primarily due to lower throughput rates, higher consumption of grinding media, due to harder ore processed, and higher reagent costs, partly offset by lower HFO prices.

General and Administration

General and administration costs for the three and nine months ended September 30, 2012 totaled $3.8 million and $10.4 million, respectively, compared to $3.9 million and $10.3 million in the same prior year periods.

Average Realized Gold Price(4)

During the third quarter 2012, 62,439 gold ounces were sold at an average realized price of $1,290 per ounce with 29,000 ounces delivered into gold hedge contracts at an average price of $831 per ounce and 33,439 ounces sold at an average spot price of $1,688 per ounce. During the same prior year period, 27,574 ounces were sold at an average realized price of $1,174 per ounce with 16,615 ounces delivered into gold hedge contracts at $846 per ounce and 10,959 ounces sold into the spot market at an average spot price of $1,673 per ounce. During the nine months ended September 30, 2012, 136,210 ounces were sold at an average realized price of $1,489 per ounce with 29,000 ounces delivered into gold hedge contracts at $831 per ounce and 107,210 ounces sold at an average spot price of $1,667 per ounce. During the same prior year period, 102,471 ounces were sold at an average realized price of $1,152 per ounce with 53,615 ounces delivered into gold hedge contracts at $846 per ounce and 48,856 ounces sold at an average spot price of $1,489 per ounce.

(4) Average realized price" is a financial measure with no standard meaning under IFRS. For a definition of this metric, please see page 8 of this press release.

Total Cash Costs(5)

Total cash costs for the third quarter 2012 were $37.1 million compared to $25.6 million in the same prior year period. Total cash costs for the three months ended September 30, 2012 were $594 per ounce sold compared to $928 per ounce in the same prior year period, a reduction of 36 percent. Total cash costs for the nine months ended September 30, 2012 were $85.7 million or $629 per ounce sold compared to $79.2 million or $773 per ounce sold in the same prior year period. The decrease in cash costs per ounce sold is due to higher ounces sold, partially offset by higher mining and processing costs.

(5) Total cash costs per ounce sold is a common financial performance measure in the gold mining industry but has no standard meaning under IFRS. For a definition of this metric, please see page 8 of this press release.

Review of Financial Results

Profit for the Period

Profit for the three and nine months ended September 30, 2012 was $21.3 million and $31.1 million, respectively, compared to losses of $24.8 million and $32.8 million in the same prior year periods. Earnings per share for the three and nine months ended September 30, 2012 were $0.09 and $0.13, compared to losses of $0.10 and $0.13 per share in the same prior year periods. The increase in profit and earnings per share was primarily due to an increase in gross profit from higher revenues, lower regional exploration expenditures and lower unrealized gold hedge losses.

Revenue

Gold revenue for the three and nine months ended September 30, 2012 was $105.0 million and $227.6 million, respectively, compared to gold revenue of $46.7 million and $155.8 million for the same prior year periods. The increase in gold revenue was driven by both higher gold sales and higher spot gold prices.

Revenues exclude the impact of gold hedges, as realized losses on ounces delivered into gold hedge contracts are classified within realized and unrealized gains/losses on gold hedge contracts.


Cost of Sales                                                               
                                                                            
                              Three months ended          Nine months ended 
                                   September 30,              September 30, 
                      ------------------------------------------------------
                              2012          2011         2012          2011 
                      ------------------------------------------------------
                           Current  Restated (i)      Current  Restated (i) 
                                                                            
Mine production costs       36,830        30,423      102,985        85,628 
Depreciation and                                                            
 amortization               14,940         7,101       34,707        26,359 
Royalties                    3,121         1,334        6,802         4,483 
Rehabilitation                   9            92           13           351 
Inventory movements         (3,867)       (5,817)     (28,486)       (9,533)
                      ------------------------------------------------------
Total cost of sales         51,033        33,133      116,021       107,288 
                      ------------------------------------------------------
                                                                            
    (i)  The Company adopted changes to certain accounting policies         
         effective January 1, 2012 that have been retrospectively applied to
         the three and nine months ended September 30, 2011. See "Interim   
         Condensed Consolidated Financial Statements - Change in Accounting 
         Policies                                                           

Mine production costs totaled $36.8 million and $103.0 million for the three and nine months ended September 30, 2012, respectively, compared to $30.4 million and $85.6 million for the same prior year periods. Mine production costs increased mainly due to higher tonnes mined and milled.

Depreciation and amortization for the three and nine months ended September 30, 2012 totaled $14.9 million or $216 per ounce sold and $34.7 million or $210 per ounce sold, respectively, in comparison with $7.1 million or $241 per ounce sold and $26.4 million or $253 per ounce sold for the same prior year periods. Higher total depreciation expense is due to an increase in ounces sold compared to the prior year periods as well as the impact of new mobile equipment purchased at the end of 2011 and the completion of the mill expansion in the second quarter of this year. Depreciation and amortization expense for the fourth quarter 2012 is expected to increase as gold production and sales increase and will be similar on per ounce basis to the current quarter.

Royalties for the three and nine months ended September 30, 2012 increased to $3.1 million and $6.8 million, respectively, compared to $1.3 million and $4.5 million in the same prior year periods due to more ounces sold at higher spot gold prices. Royalties are calculated at 3 percent of the average spot price of gold during the periods.

Exploration and Evaluation Expenditures

Exploration and evaluation expenditures totaled $2.0 million and $14.0 million for the three and nine months ended September 30, 2012 compared to $8.8 million and $20.2 million in the same prior year periods reflecting regional exploration costs incurred during the period related to drill programs as well as target identification work underway. Exploration and evaluation expenditures for 2012 are expected to total approximately $15 million, approximately $5 million less than was budgeted as Management focuses its efforts on the conversion of resources to reserves on the Mine License.

Gains/Losses on Gold Hedge Contracts

The loss on gold hedge contracts totaled $19.0 million for the third quarter of 2012 compared to a loss of $25.8 million for the third quarter of 2011. For the nine months ended September 30, 2012 and 2011 the loss on gold hedge contracts totaled $24.3 million and $44.7 million, respectively. The decrease in losses for the three months and nine months ended September 30, 2012 compared to the same prior year periods is mainly due to deliveries into the gold hedge book reducing the outstanding hedge position to 93,395 ounces of gold as at September 30, 2012. The total mark-to-market loss on the remaining 93,395 ounces of gold under gold hedge contracts recorded as a financial derivative liability decreased to $90.6 million at September 30, 2012 as the average forward price of the remaining contracts at $815 per ounce is marked to the quarter end spot price of $1,782 per ounce.

Outlook

The Company remains on track to produce between 210,000 - 225,000 ounces in 2012, an increase of approximately 65 percent over 2011, while total cash costs for the year are expected to decline approximately 20 percent to between $600 to $650 per ounce, in line with guidance for the year. As a result of the delay in completion and commissioning of the mill expansion, production is expected to be at the lower end of the range of our production guidance for the year. Production for October was 22,735 ounces, during a month in which we transitioned from the wet to dry season, keeping us on track to meet our production guidance for the full year.

The gold forward sales contracts declined during the third quarter 2012 by 29,000 ounces to 93,395 ounces as at September 30, 2012. Forward sales contracts are expected to decline to 66,000 ounces at December 31, 2012 and are scheduled to be fully extinguished by August 2013.

In total, between capitalized mine site exploration and regional exploration expenditures, the Company expects to spend approximately $40 million in calendar 2012, in line with guidance for the year, however more is expected to be spent on conversion of resources to reserves on the Mine License and less on the systematic Regional Land Package exploration program.

Capital expenditures, excluding capitalized exploration costs, for 2012 are expected to total $50 million, an increase of $10 million from our previous guidance in our second quarter 2012 report to shareholders and a $20 million increase over our original guidance for the year. During the third quarter of 2012 the Company finalized a contract to purchase additional mining equipment to increase the mining rate in the Sabodala pit in the amount of $13.4 million, of which approximately $9 million is expected to be spent this year. The equipment is intended to be financed by a new equipment lease facility with Macquarie Bank Limited ("Macquarie") which is expected to be finalized before year end. The new facility will provide $50 million of equipment financing and will be used to refinance the existing Societe Generale lease facility.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2012 the Company had cash and cash equivalents of $14.8 million, bullion receivable of $15.8 million and 4,150 ounces in gold bullion inventory (as at November 1, 2012: the Company had $31.2 million in cash and cash equivalents and approximately $8 million in bullion receivable). Cash balances decreased from the June quarter end primarily due to a reduction in the accounts payable balance and an increase in accounts receivable due to the timing of gold shipments. Management believes that cash and cash equivalents at September 30, 2012, together with expected future cash flows from operations will improve the Company's liquidity, and is expected to be sufficient to support the Company's minimum operating requirements without the need for additional equity financing. The gold forward sales contracts declined during the third quarter 2012 by 29,000 ounces to 93,395 ounces as at September 30, 2012. Forward sales contracts are expected to decline to 66,000 ounces at December 31, 2012 and are scheduled to be fully extinguished by August 2013.

About half of the remaining 2012 capital expenditures, excluding capitalized exploration costs, of $16 million are expected to be financed by a new equipment lease facility with Macquarie which is expected to be finalized before year end. The new facility will provide $50 million of equipment financing and will be used to refinance the existing Societe Generale lease facility.

In addition, the Company continues to review the merits of various debt facilities to provide additional flexibility to execute its growth strategy. Such incurrence of debt may be in the form of one or more borrowings of bank or other similar loans. There can, however, be no assurance that the Company will find the terms on such debt reasonable and therefore may not put a new facility in place.

PLANT EXPANSION

The new mill and downstream processing plant were commissioned in the second quarter. The secondary crusher and new stockpile/reclaim facilities were completed at the end of the second quarter and commissioned in the third quarter this year. Some redesign of chutes and screens is required before next years' rainy season to improve ore flow rates in the crushing circuit during rainy season.

MINE LICENSE EXPLORATION ("ML")

The primary objective of the 2012 drill program on the Sabodala Mine License is to expand the Sabodala Mine open pit reserves. Pit optimization work completed earlier this year defined a larger pit shell that serves as a guide to our current drill program.

The 2012 drill program is designed to deepen the ultimate pit and, if successful, to add upwards of 500,000 to 1 million ounces by mid-2013, based on drilling intercepts to date, at grades between 1.5 gpt and 2 gpt.(6) Recent results in the third quarter of 2012 advanced the mineralized extents at Sabodala to the NE, SE, SW and to depth in the north, with the key in pit drilling to extend the high grade intercepts of a year ago still to come.

As at September 1, 2012, Measured and Indicated Resources at the Sabodala pit have increased by approximately 0.7 million ounces to 2.0 million ounces, a 43 percent increase over Measured and Indicated Resources reported as at December 31, 2011, before production (approximately 500,000 ounces net of production). Measured Resources at the Sabodala pit total 27.1 million tonnes grading 1.25 gpt and Indicated Resources total 31.5 million tonnes grading 0.96 gpt. Inferred Resources total 12.4 million tonnes grading 0.87 gpt.

As a result of the mine planning work completed in the first quarter of 2012, we have focused the majority of the drilling effort this year into expanding the Sabodala open pit reserves. During the third quarter of 2012, Reverse Circulation ("RC") and Diamond drilling ("DD") on the ML totaled 22,000 meters at cost of $7.0 million. Year to date, a total of $20 million has been spent on just over 85,000 meters of drilling. Based on the results to date, the budget for the ML has been increased from $20 million to $25 million to continue with the resource expansion and conversion program at the Sabodala pit.

(6) This exploration target is not a Mineral Resource. The potential quality and grade is conceptual in nature and there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.

Masato

Drilling in 2011 delineated mineralization with an approximate strike length of 500 metres and a down dip extent of 200 metres on the Mine Lease property.

The objectives for Masato in 2012 include further definition drilling by in-filling and extending the mineralized zones identified in 2011. During the third quarter of 2012, five vein models were generated based on geologic interpretations and assay results, extending between 120 metres and 1,100 metres along strike, and between 70 metres and 400 metres down dip. An initial Inferred Resource is estimated at 19.2 million tonnes averaging 1.15 gpt gold, totaling approximately 700,000 ounces gold, above a 0.35 gpt Au cut-off.

REGIONAL EXPLORATION ("RLP")

There are currently 40 drill targets that have been identified on the Company's approximately 1,330 km2 RLP, subject to the ultimate renewal of Sabodala North West permit, all within trucking distance of the mill. All 40 targets are expected to be drill tested in 2012-2013. A further 20 targets have been evaluated with surface sampling or trenching.

Due to the heavy wet season no drilling took place during the third quarter of 2012. The drill rigs were shut down for servicing or deployed to the ML program and this allowed the large backlog of gold assays to be reduced.

For full drill results from our regional exploration program please see the Company's website.

Gora

The feasibility study is expected to be completed in the fourth quarter 2012 for submission before year end as part of the Environmental and Social Impact Assessment. Optimization work during the third quarter increased Measured and Indicated Resources to 373,717 ounces of gold, an increase of approximately 160,000 ounces or 74 percent over the previous estimate. Measured Resources at the Gora deposit total 0.487 million tonnes grading 5.27 gpt and Indicated Resources total 1.84 million tonnes grading 4.93 gpt. Inferred Resources total 0.21 million tonnes grading 3.38 gpt. The increase in resources reflects the inclusion of all outstanding assays and continued refinement of the resource model.

Saiensoutou

During third quarter 2012, results were received for the infill Rotary Air Blast ("RAB") drilling program completed at Saiensoutou during the second quarter. This program returned a number of mineralized intercepts (greater than 0.2 gpt cut-off, Aqua Regia Assays), which includes:


--------------------------------------------------
--------------------------------------------------
                   Saiensoutou                    
--------------------------------------------------
--------------------------------------------------
HOLE ID(1)           FROM (m)      INTERSECTION(2)
--------------------------------------------------
--------------------------------------------------
SARB0117                26           18m @ 0.6 g/t
--------------------------------------------------
--------------------------------------------------
SARB0120                2              20m @ 1 g/t
--------------------------------------------------
--------------------------------------------------
SARB0134                18           18m @ 1.5 g.t
--------------------------------------------------
--------------------------------------------------
SARB0145                10              6m @ 3 g/t
--------------------------------------------------
--------------------------------------------------
SARB0164                30           20m @ 2.3 g/t
--------------------------------------------------
--------------------------------------------------
SARB0163                32           10m @ 0.6 g/t
--------------------------------------------------
--------------------------------------------------
SARB0245                24           18m @ 0.9 g/t
--------------------------------------------------
--------------------------------------------------
SARB0248                8            14m @ 0.8 g/t
--------------------------------------------------
--------------------------------------------------
(1)   Drill hole results are disclosed as they are received and due to     
      location and depth of holes, not all results are available at the    
      same time nor are they processed sequentially.                       
(2)   True widths to be determined.                                        

These gold intersections broadly cluster into three sub-parallel NS trends, which extend for at least 1.2 km in strike length.

A program of 6,000 meters of RC drilling is scheduled for later this year or early next year to allow first pass testing of these gold bearing trends.

Toumboumba (Sabodala NW)

Toumboumba is a shear vein system hosted in the Falombou granite and has the potential for a small, shallow, oxide deposit, located 10 km from the Sabodala mill. This prospect consists of 18 north-south to north-east trending gold anomalous zones identified from RAB drilling during 2011.

During the third quarter 2012, this exploration permit reached its natural expiration, and as of the date hereof has not yet been renewed by the Senegalese Ministry of Mines. During the third quarter Sabodala Mining Company, along with its joint venture partner, applied for an extraordinary extension, pursuant to its rights under the Senegalese Mining Code, for an additional renewal based on discoveries made to date (most notably Toumboumba) and in order to complete drilling on targets within the perimeter to determine whether an economically feasible deposit exists within its boundaries. A renewal of a reduced foot print of 90 km2 remains under consideration by the Ministry of Mines.

NON-IFRS FINANCIAL MEASURES

The Company provides some non-IFRS measures as supplementary information that management believes may be useful to investors to explain Teranga's financial results.

"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 excludes from revenues unrealized gains and losses on non-hedge derivative contracts. 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.

"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. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. Accordingly, it is 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. The measure, along with sales, is considered to be a key indicator of a Company's ability to generate operating earnings and cash flow from its mining operations.

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 depreciation per ounce sold" is a common financial performance measure in the gold mining industry but has no standard meaning under IFRS. It is 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. Total cash costs per ounce sold and total depreciation per ounce sold are calculated as follows:


                                     Three months ended   Nine months ended 
                                          September 30,       September 30, 
                                   -----------------------------------------
                                         2012      2011      2012      2011 
                                   -----------------------------------------
                                               restated            restated 
Gold produced                    oz    55,107    27,082   142,506    94,766 
Gold sold                        oz    62,439    27,574   136,210   102,471 
                                                                            
Cost of sales (1)           ($'000)    51,033    33,133   116,021   107,288 
Less: depreciation and                                                      
 amortization               ($'000)   (14,940)   (7,101)  (34,707)  (26,359)
Less: realized oil hedge                                                    
 gain                       ($'000)      (444)     (391)   (1,572)   (1,528)
Add: non-cash inventory                                                     
 movement                   ($'000)     1,476       464     6,053       386 
Less: other adjustments     ($'000)       (10)     (528)     (127)     (593)
                                   -----------------------------------------
Total cash costs            ($'000)    37,115    25,577    85,668    79,194 
                                   -----------------------------------------
Total cash costs per                                                        
 ounce sold                    $/oz       594       928       629       773 
                                                                            
Depreciation and                                                            
 amortization               ($'000)    14,940     7,101    34,707    26,359 
Non - cash inventory                                                        
 movement                   ($'000)    (1,476)     (464)   (6,053)     (386)
                                   -----------------------------------------
Total depreciation and                                                      
 amortization               ($'000)    13,464     6,637    28,654    25,973 
                                   -----------------------------------------
Total depreciation per                                                      
 ounce sold                    $/oz       216       241       210       253 
                                                                            
Total cash costs and                                                        
 depreciation per ounce                                                     
 sold                          $/oz       810     1,169       839     1,026 
Note (1): Cost of sales include 3 percent royalty payable to the Government
of Senegal based on the value of gold shipments, evaluated at the spot     
price on the shipment date.                                                
                                                                            
                                                                            
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF                      
TERANGA GOLD CORPORATION                                                    
STATEMENTS OF COMPREHENSIVE INCOME / LOSS                                   
(Unaudited and in US$'000 except per share amounts)                         
                                                                            
                                  Three months ended      Nine months ended 
                                       September 30,          September 30, 
                                 --------------------  ---------------------
                                     2012       2011        2012       2011 
                                                                            
Revenue                           105,014     46,678     227,550    155,811 
Cost of sales                     (51,033)   (33,133)   (116,021)  (107,288)
                                 --------------------  ---------------------
Gross profit                       53,981     13,545     111,529     48,523 
                                                                            
Exploration and evaluation                                                  
 expenditures                      (2,041)    (8,845)    (13,958)   (20,199)
Administration expenses            (3,079)    (3,312)    (12,376)    (9,062)
Share based compensation           (1,295)    (2,271)     (3,676)    (8,959)
Finance costs                      (3,031)      (555)     (4,978)    (2,043)
Losses on gold hedge contracts    (18,981)   (25,756)    (24,299)   (44,663)
Gains/(losses) on oil hedge                                                 
 contracts                            361     (2,373)       (308)    (1,374)
Net foreign exchange (losses)/                                              
 gains                             (1,630)     2,983      (1,124)     4,273 
Impairment of available for                                                 
 sale financial asset                   -          -     (11,917)         - 
Other income                            8        173          30        790 
                                 --------------------  ---------------------
                                  (29,688)   (39,956)    (72,606)   (81,237)
                                                                            
Profit/(loss) before income                                                 
 tax                               24,293    (26,411)     38,923    (32,714)
Income tax expense                      -          -           -       (139)
                                 --------------------  ---------------------
Profit/(loss) for the period       24,293    (26,411)     38,923    (32,853)
                                 --------------------  ---------------------
                                                                            
Profit/(loss) attributable to:                                              
Shareholders                       21,336    (24,808)     31,143    (32,764)
Non-controlling interests           2,957     (1,603)      7,780        (89)
                                 --------------------  ---------------------
Profit/(loss) for the period       24,293    (26,411)     38,923    (32,853)
                                                                            
Other comprehensive                                                         
 income/(loss):                                                             
Exchange differences arising                                                
 on translation of Teranga                                                  
corporate entity                        -     (4,805)        (63)    (2,807)
Change in fair value of                                                     
 available for sale financial                                               
 asset,                                                                     
net of tax                          3,407       (412)      4,726     (4,414)
                                 --------------------  ---------------------
Other comprehensive                                                         
 income/(loss) for the period       3,407     (5,217)      4,663     (7,221)
                                                                            
                                                                            
Total comprehensive                                                         
 income/(loss) for the period      27,700    (31,628)     43,586    (40,074)
                                 --------------------  ---------------------
                                                                            
Total comprehensive                                                         
 income/(loss) attributable                                                 
 to:                                                                        
Shareholders                       24,743    (30,025)     35,806    (39,985)
Non-controlling interests           2,957     (1,603)      7,780        (89)
Total comprehensive                                                         
 income/(loss) for the period      27,700    (31,628)     43,586    (40,074)
                                 --------------------  ---------------------
                                                                            
Earnings/(losses) per share                                                 
 from operations                                                            
attributable to the                                                         
 shareholders of the Company                                                
during the period                                                           
                                                                            
- basic earnings/(losses) per                                               
 share                               0.09      (0.10)       0.13      (0.13)
- diluted earnings/(losses)                                                 
 per share                           0.09      (0.10)       0.13      (0.13)
                                                                            
                                                                            
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF                      
TERANGA GOLD CORPORATION                                                    
STATEMENTS OF FINANCIAL POSITION                                            
(Unaudited and in US$'000)                                                  
                                                                            
                                        As at September      As at December 
                                               30, 2012            31, 2011 
                                                                            
Current assets                                                              
Cash and cash equivalents                        14,767               7,470 
Short-term investments                                -                 593 
Restricted cash                                       -               3,004 
Trade and other receivables                      18,900              20,447 
Inventories                                      71,363              48,365 
Financial derivative assets                         940               2,288 
Other assets                                      6,490              12,751 
Available for sale financial assets              13,115              19,800 
                                       -----------------  ------------------
Total current assets                            125,575             114,718 
Non-current assets                                                          
Inventories                                      43,640              31,942 
Financial derivative assets                           -                 532 
Property, plant and equipment                   251,825             238,510 
Mine development expenditure                    106,608              89,825 
Intangible assets                                 1,501               1,085 
                                       -----------------  ------------------
Total non-current assets                        403,574             361,894 
                                       -----------------  ------------------
Total assets                                    529,149             476,612 
                                       -----------------  ------------------
Current liabilities                                                         
Trade and other payables                         38,202              43,238 
Borrowings                                       14,878              16,468 
Financial derivative liabilities                 90,556              79,241 
Provisions                                        1,960               1,954 
                                       -----------------  ------------------
Total current liabilities                       145,596             140,901 
                                       -----------------  ------------------
Non-current liabilities                                                     
Financial derivative liabilities                      -              50,318 
Provisions                                       10,073               9,215 
Borrowings                                       58,230               7,509 
                                       -----------------  ------------------
Total non-current liabilities                    68,303              67,042 
                                       -----------------  ------------------
Total liabilities                               213,899             207,943 
                                       -----------------  ------------------
Equity                                                                      
Issued capital                                  305,412             305,412 
Foreign currency translation reserve               (998)               (935)
Equity-settled share based compensation                                     
 reserve                                         15,594              12,599 
Investment revaluation reserve                    3,407              (1,319)
Accumulated losses                              (12,232)            (43,375)
                                       -----------------  ------------------
Equity attributable to shareholders             311,183             272,382 
Non-controlling interests                         4,067              (3,713)
Total equity                                    315,250             268,669 
                                       -----------------  ------------------
Total equity and liabilities                    529,149             476,612 
                                       -----------------  ------------------
                                                                            
                                                                            
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF                      
TERANGA GOLD CORPORATION                                                    
STATEMENTS OF CHANGES IN EQUITY                                             
(Unaudited and in US$'000)                                                  
                                                                            
                                                Nine months     Nine months 
                                                      ended           ended 
                                              September 30,   September 30, 
                                                       2012            2011 
                                                                            
Issued capital                                                              
At January 1                                        305,412         305,502 
  Share issue cost                                        -             (90)
----------------------------------------------------------------------------
At September 30                                     305,412         305,412 
----------------------------------------------------------------------------
Foreign currency translation reserve                                        
At January 1                                           (935)          1,011 
  Exchange difference arising on                                            
   translation of Teranga corporate entity              (63)         (2,807)
----------------------------------------------------------------------------
At September 30                                        (998)         (1,796)
----------------------------------------------------------------------------
Equity-settled share based compensation                                     
 reserve                                                                    
At January 1                                         12,599           1,733 
  Equity-settled share based compensation                                   
   reserve                                            2,995           9,106 
----------------------------------------------------------------------------
At September 30                                      15,594          10,839 
----------------------------------------------------------------------------
Investment revaluation reserve                                              
At January 1                                         (1,319)           (940)
  Change in fair value of available for                                     
   sale financial asset                               4,726          (4,414)
  Impairment                                              -               - 
----------------------------------------------------------------------------
At September 30                                       3,407          (5,354)
----------------------------------------------------------------------------
Accumulated losses                                                          
At January 1                                        (43,375)        (34,332)
  Profit/(loss) attributable to                                             
   shareholders                                      31,143         (32,764)
----------------------------------------------------------------------------
At September 30                                     (12,232)        (67,096)
----------------------------------------------------------------------------
Non-controlling interests                                                   
At January 1                                         (3,713)         (7,637)
  Non-controlling interest - portion of                                     
   profit for the period                              7,780             (89)
----------------------------------------------------------------------------
At September 30                                       4,067          (7,726)
----------------------------------------------------------------------------
Total equity at September 30                        315,250         234,279 
----------------------------------------------------------------------------
                                                                            
                                                                            
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF                      
TERANGA GOLD CORPORATION                                                    
STATEMENTS OF CASH FLOW                                                     
(Unaudited and in US$'000)                                                  
                                                                            
                                   Three months ended     Nine months ended 
                                        September 30,         September 30, 
                                  --------------------  --------------------
                                      2012       2011       2012       2011 
                                                                            
                                                                            
Cash flows related to operating                                             
 activities                                                                 
Profit/(loss) for the period        24,293    (26,411)    38,923    (32,853)
Depreciation of property, plant                                             
 and equipment                      12,049      5,111     27,539     19,457 
Depreciation of capitalized mine                                            
 development costs                   3,046      2,023      7,456      7,200 
Amortization of intangibles            153        104        451        341 
Amortization of borrowing costs        342         68        561        221 
Unwinding of discount                   23          -         68          - 
Share based compensation             1,295      2,271      3,676      8,959 
Net change in (gains)/losses on                                             
 gold hedge                         (5,320)    11,540         (2)     7,335 
Net change in losses on oil                                                 
 hedge                                  82      2,763      1,880      2,903 
Buyback of gold hedge sales                                                 
 contracts                               -          -    (39,000)         - 
Income tax paid                          -          -          -        139 
Impairment of available for sale                                            
 financial asset                         -          -     11,917          - 
Changes in working capital         (35,813)    (9,494)   (37,423)   (15,535)
                                  --------------------  --------------------
Net cash provided by/(used in)                                              
 operating activities                  150    (12,025)    16,046     (1,833)
                                                                            
Cash flows related to investing                                             
 activities                                                                 
Decrease in restricted cash              -          -      3,004          - 
Redemption of short-term                                                    
 investments                             -      2,437        592         85 
Expenditures for property, plant                                            
 and equipment                      (6,318)   (19,059)   (32,892)   (37,988)
Expenditures for mine                                                       
 development                        (7,432)    (4,590)   (24,239)    (9,707)
Acquisition of intangibles            (464)      (393)      (867)    (1,005)
                                  --------------------  --------------------
Net cash used in investing                                                  
 activities                        (14,214)   (21,605)   (54,402)   (48,615)
                                                                            
                                                                            
Cash flows related to financing                                             
 activities                                                                 
Proceeds from issuance of                                                   
 capital stock, net of issue                                                
 costs                                   -          -          -       (491)
Loan facility, net of borrowing                                             
 cost paid                               -          -     57,977          - 
Repayment of borrowings             (4,532)    (2,799)   (12,265)    (6,299)
Draw down from finance lease                                                
 facility, net of financing cost                                            
 paid                                    -          -      2,862          - 
Interest paid on borrowings         (1,791)      (229)    (2,343)      (676)
                                  --------------------  --------------------
Net cash (used in)/provided by                                              
 financing activities               (6,323)    (3,028)    46,231     (7,466)
Effect of exchange rates on cash                                            
 holdings in foreign currencies       (405)      (934)      (578)       188 
                                  --------------------  --------------------
Net increase / (decrease) in                                                
 cash and cash equivalents held    (20,792)   (37,592)     7,297    (57,726)
Cash and cash equivalents at the                                            
 beginning of financial period      35,559     55,699      7,470     75,833 
                                  --------------------  --------------------
Cash and cash equivalents at the                                            
 end of financial period            14,767     18,107     14,767     18,107 
                                  --------------------  --------------------
                                                                           
                                                                           
CORPORATE DIRECTORY                                                        
                                                                           
Directors                                                                  
Alan Hill, Executive Chairman                                              
Richard Young, President and CEO                                           
Christopher Lattanzi, Non-Executive Director                               
Oliver Lennox-King, Non-Executive Director                                 
Alan Thomas, Non-Executive Director                                        
Frank Wheatley, Non-Executive Director                                     
                                                                           
Senior Management                                                          
Alan Hill, Executive Chairman                                              
Richard Young, President and CEO                                           
Mark English, Vice President, Sabodala Gold Operations                     
Paul Chawrun, Vice President Technical Services                            
Navin Dyal, Vice President and CFO                                         
David Savarie, Vice President, General Counsel & Corporate Secretary       
Kathy Sipos, Vice President, Investor & Stakeholder Relations              
Macoumba Diop, General Manager and Government Relations Manager, SGO       
Martin Pawlitschek, Regional Exploration Manager, SMC                      
Bruce Van Brunt, Business Development Manager, SGO                         
                                                                           
Registered Office                                                          
121 King Street West, Suite 2600                                           
Toronto, Ontario, M5H 3T9, Canada                                          
T: +1 416-594-0000                                                         
F: +1 416-594-0088                                                         
E: generalmailbox@terangagold.com                                          
W: http://www.terangagold.com/                                             
                                                                           
Senegal Office                                                             
2K Plaza                                                                   
Suite B4, 1er Etage                                                        
sis la Route due Meridien President                                        
Dakar Almadies                                                             
T: +221 338 693 181                                                        
F: +221 338 603 683                                                        
                                                                           
Auditor                                                                    
Deloitte & Touche LLP                                                      
                                                                           
Share Registries                                                           
Canada: Computershare Trust Company of Canada                              
T: +1 800 564 6253                                                         
Australia: Computershare Investor Services Pty Ltd                         
T: 1 300 850 505                                                           
                                                                           
Stock Exchange Listings                                                    
Toronto Stock Exchange, TSX symbol: TGZ                                    
Australian Securities Exchange, ASX symbol: TGZ                            

FORWARD LOOKING STATEMENTS

Certain information included in this management discussion and analysis, including any information as to the Company's strategy, projects, exploration programs, joint venture ownership positions, plans, future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute "forward-looking statements". The words "believe", "expect", "will", "intend", "anticipate", "project", "plan", "estimate", "on track" and similar expressions identify forward looking statements. Such forward- looking statements are necessarily based upon a number of estimates, assumptions, opinions and analysis made by management in light of its experience that, while considered reasonable, may turn out to be incorrect and involve known and unknown risks, uncertainties and other factors, in each case that may cause the actual financial results, performance or achievements of the Company to be materially different from the Company's estimated future results, performance or achievements expressed or implied by those forward-looking statements. Such forward-looking statements are not guarantees of future performance.

These assumptions, risks, uncertainties and other factors include, but are not limited to: assumptions regarding general business and economic conditions; conditions in financial markets and the future financial performance of the company; the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; the supply and demand for, deliveries of, and the level and volatility of the worldwide price of gold or certain other commodities (such as silver, fuel and electricity); fluctuations in currency markets, including changes in U.S. dollar and CFA Franc interest rates; risks arising from holding derivative instruments; adverse changes in our credit rating; level of indebtedness and liquidity; ability to successfully complete announced transactions and integrate acquired assets; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; employee relations; availability and costs associated with mining inputs and labor; the speculative nature of exploration and development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves; changes in costs and estimates associated with our projects; the accuracy of our reserve estimates (including with respect to size, grade and recoverability) and the geological, operational and price assumptions on which these are based; contests over title to properties, particularly title to undeveloped properties; the risks involved in the exploration, development and mining business, as well as other risks and uncertainties which are more fully described in the Company's A.I.F. and in other Company filings with securities and regulatory authorities which are available at www.sedar.com. Accordingly, readers should not place undue reliance on such forward looking statements. Teranga expressly 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 in accordance with applicable securities laws.

COMPETENT PERSONS STATEMENT

The technical information in this quarterly report that relates to exploration results and mineral resource estimates within the Mining License is based on information compiled by Mr. Bruce Van Brunt, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr. Van Brunt is a full time employee of Teranga and not independent. Mr. Van Brunt has sufficient experience relevant to the style of mineralisation 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 of Reporting of exploration Results, Mineral Resources and Ore Reserves". Mr. Van Brunt is a "Qualified Person" in accordance with National Instrument 43-101 and he consents to the inclusion of this information in the form and context in which it appears in this announcement.

The technical information in this quarterly report that relates to the exploration results and targets within the regional exploration program are based on information compiled by Mr. Martin Pawlitschek, who is a member of the Australian Institute of Geoscientists. Mr. Pawlitschek is our full time employee and is not "independent" within the meaning of National Instrument 43-101. Mr. Pawlitschek 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. Pawlitschek is a "Qualified Person" in accordance with NI 43-101 and he consents to the inclusion of this information in the form and context in which it appears in this offering memorandum.

Contacts: Teranga Gold Corporation Kathy Sipos Vice President of Investor & Stakeholder Relations +1 416-594-0000ksipos@terangagold.com www.terangagold.com



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