SYS-CON MEDIA Authors: Carmen Gonzalez, Sean Houghton, Glenn Rossman, Ignacio M. Llorente, Xenia von Wedel

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Teranga Gold Corporation: March Quarter Report

TORONTO, ONTARIO -- (Marketwired) -- 04/30/14 -- Teranga Gold Corporation (TSX: TGZ)(ASX: TGZ) -

For a full explanation of Financial, Operating, Exploration and Development results please see the Interim Condensed Consolidated Financial Statements as at and for the period ended March 31, 2014 and the associated Management's Discussion & Analysis at www.terangagold.com.


--  First quarter operating results put Company on track to meet its full
    year guidance of 220,000 to 240,000 gold ounces(1) at total cash costs
    of $650 to $700 per ounce and all-in sustaining costs of $800 to $875
    per ounce (2).

--  Gold production for the three months ended March 31, 2014 totaled 52,090
    ounces of gold.

--  Total cash costs were $696 per ounce sold (2) and all-in sustaining
    costs were $813 per ounce sold (2), for the three months ended March 31,
    2014.

--  Consolidated profit attributable to shareholders of $4.0 million ($0.01
    per share) in first quarter.

--  During the first quarter, the Company acquired the balance of the
    neighboring property - Oromin Joint Venture Group (OJVG) that it did not
    already own by way of $135 million stream transaction with Franco-Nevada
    to complete the acquisition and to retire $30 million of $60 million
    bank debt facility.

--  Development of the Masato deposit, the first of the OJVG deposits to be
    mined, has already begun and is ahead of schedule. These ounces will
    contribute to a stronger second half of 2014 as per the mine plan.

--  Subsequent to the quarter end, the Company announced an agreement with a
    syndicate of underwriters to purchase 36,000,000 common shares, on a
    bought deal basis, at a price of C$0.83 per share for gross proceeds of
    approximately C$30.0 million.

--  Cash balance at March 31, 2014 was $28.7 million, including restricted
    cash. With the expected net proceeds from the bought deal, on a pro
    forma basis, the Company's cash balance at March 31, 2014 would be
    approximately $54 million.

"The operations are running very well and we see tremendous opportunity to increase reserves on the combined 246km2 mine licenses, as well as, make significant gold discoveries on our 70km of strike on this emerging gold belt. We expect to have a decade of steady production and strong free cash flows that we can build on. The recently announced financing strengthens our balance sheet and allows us to plan and execute on our growth initiatives irrespective of short term volatility in the gold price," said Richard Young, President and CEO.

(1) This production guidance is based on existing proven and probable reserves only from both the Sabodala mining license and OJVG mining license as disclosed in the Company's Management's Discussion and Analysis for the year ended December 31, 2013. The estimated ore reserves underpinning this production guidance have been prepared by a competent person in accordance with the requirements of the 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the "JORC Code"). This production guidance also assumes an amendment to OJVG mining license to reflect processing of OJVG ore through the Sabodala mill.

(2) Total cash costs per ounce and all-in sustaining costs per ounce are non-IFRS financial measures and do not have a standard meaning under IFRS. Please refer to the non-IFRS measures at the end of this report.

OPERATIONAL HIGHLIGHTS (details in Review of First Quarter Operating Results table)


--  First quarter operating results put Company on track to meet its full
    year guidance of 220,000 to 240,000 gold ounces at total cash costs of
    $650 to $700 per ounce and all-in sustaining costs of $800 to $875 per
    ounce.
--  Gold production for the three months ended March 31, 2014 was 52,090
    ounces of gold, 24 percent lower than the same prior year period. Lower
    production was due to lower processed grades, partly offset by higher
    mill throughput.
--  Total cash costs for the three months ended March 31, 2014 were $696 per
    ounce, compared to $535 per ounce in the same prior year period. The
    increase in total cash costs was mainly due to a decrease in the grade
    processed during the quarter compared to the prior year period as well
    as lower capitalized deferred stripping.
--  All-in sustaining costs for the quarter ended March 31, 2014 were $813
    per ounce, 9 percent lower than the same prior year period. Lower all-in
    sustaining costs were mainly due to lower sustaining and development
    capital expenditures, a reduction in reserve development expenditures in
    2014 and lower capitalized deferred stripping.
--  Total tonnes mined for the three months ended March 31, 2014 were 11
    percent lower compared to the same prior year period. Total tonnes mined
    are expected to decline further in the second half of the year in line
    with the Company's plan to minimize material movement in the current
    gold price environment with a focus on maximizing free cash flows in
    2014.
--  During the quarter, mining activities were mainly focused on the middle
    benches of phase 3 of the Sabodala pit, while in the prior year period,
    mining primarily took place in a high grade ore zone on lower benches of
    phase 2.
--  Total mining costs were 4 percent lower than the same prior year period
    due to decreased material movement. Unit mining costs for the three
    months ended March 31, 2014 were 8 percent higher than the same prior
    year period mainly due to fewer tonnes mined.
--  Ore tonnes milled for the quarter ended March 31, 2014 were 28 percent
    higher than the same prior year period due to improvements made during
    the first and second quarters of 2013 to reduce the frequency and
    duration of unplanned downtime and an increase in throughput in the
    crushing circuit to match mill capacity.
--  Processed grade for the quarter ended March 31, 2014 was 39 percent
    lower than the same prior year period. Mill feed during the first
    quarter of 2014 was sourced from ore from phase 3 of the Sabodala pit at
    grades closer to reserve grade. In the prior year period, mill feed was
    sourced from a high grade zone on the lower benches of phase 2 of the
    Sabodala pit.
--  Total processing costs for the quarter ended March 31, 2014 were 4
    percent higher than the same prior year period, mainly due to higher
    throughput. Unit processing costs for the quarter ended March 31, 2014
    were 19 percent lower than the prior year period, due to higher tonnes
    milled.

FINANCIAL HIGHLIGHTS (details in Review of First Quarter Financial Results table)


--  Gold revenue for the three months ended March 31, 2014 was $69.8 million
    compared to $113.8 million in the same prior year period. The decrease
    in gold revenue compared to the prior year quarter was due to lower
    production and lower spot gold prices during the first quarter of 2014.
--  Consolidated profit attributable to shareholders for the three months
    ended March 31, 2014 was $4.0 million ($0.01 per share) compared to
    $45.0 million in the same prior year period. The decrease in profit and
    earnings per share over the prior year quarter were primarily due to
    lower gross profit from lower revenues in the current year quarter.
--  Operating cash flow for the quarter ended March 31, 2014 provided cash
    of $14.3 million compared to $23.6 million cash provided in the prior
    year. The decrease in operating cash flow compared to the prior year
    quarter was due to lower gross profit from lower revenues and
    acquisition related expenses, partly offset by an increase in net
    working capital inflows during the first quarter of 2014. During the
    current year quarter, payments of $7.3 million were made for expenses
    related to the acquisition of Oromin and the Oromin Joint Venture Group
    ("OJVG").
--  Capital expenditures for the three months ended March 31, 2014 were $2.7
    million compared to $22.2 million in the same prior year quarter. The
    decrease in capital expenditures over the prior year quarter was mainly
    due to lower sustaining and development expenditures, lower deferred
    stripping charges and lower capitalized reserve development expenditures
    in the first quarter of 2014.
--  During the first quarter of 2014, 53,767 ounces were sold at an average
    gold price of $1,293 per ounce. During the first quarter of 2013, 69,667
    ounces were sold at an average price of $1,090 per ounce, including
    45,289 ounces being delivered into gold hedge contracts at an average
    price of $806 per ounce.
--  The Company's cash balance at March 31, 2014 was $28.7 million,
    including restricted cash. Cash and cash equivalents were lower compared
    to both the prior year quarter and the most recently completed year
    ended December 31, 2013, due to one-time payments related to the
    acquisition of the OJVG, including $7.3 million for transaction, legal
    and office closure costs and $7.5 million to acquire Badr Investment
    Ltd.'s ("Badr") share of the OJVG, and higher debt repayments made
    during the first quarter 2014.
--  Subsequent to the quarter end, on April 10, 2014, the Company announced
    that it had entered into an agreement with a syndicate of underwriters
    to purchase 36,000,000 common shares, on a bought deal basis, at a price
    of C$0.83 per share for gross proceeds of approximately C$30.0 million.
    Net proceeds are expected to be approximately C$28.0 million after
    consideration of underwriter fees and expenses totaling approximately
    C$2.0 million. On a pro-forma basis, the Company's cash balance at March
    31, 2014 would be approximately $54.2 million.
--  The agreement is scheduled to close on or about May 1, 2014. This
    financing strengthens our balance sheet and allows us to plan and
    execute on our growth initiatives highlighted in our "Strategy" section,
    notwithstanding near term gold price volatility.

OUTLOOK 2014


--  The Company continues to execute its 2014 plan designed to maximize free
    cash flow. Gold production for 2014 is expected to be between 220,000 to
    240,000 ounces with total cash costs of $650 to $700 per ounce and all-
    in sustaining costs of $800 to $875 per ounce, all in line with
    guidance.
--  Total exploration and evaluation expenditures for the Sabodala and OJVG
    mine licenses as well as the Regional Land Package was originally
    expected to total approximately $10 million, however, that amount may be
    increased marginally to expedite the conversion of resources to reserves
    on the mine licenses.
--  Administrative and Corporate Social Responsibility expenses are expected
    to be $15 to $16 million, in line with guidance. These include corporate
    office costs, Dakar and regional office costs and corporate
    responsibility costs, but exclude corporate depreciation, transaction
    costs and other non-recurring costs,
--  Sustaining capitalized expenditures, including sustaining mine site
    expenditures, project development expenditures, capitalized deferred
    stripping, reserve development expenditures and payments to the
    Government of Senegal were originally expected to be $28 to $33 million.
    The Company now expects to spend an additional $5 million on further
    growth opportunities (see Strategy section) including opportunities to
    expedite the conversion of resources to reserves on our mine licenses;
    opportunities to accelerate heap leach testing and related activities;
    and mill optimization opportunities to increase the milling rate. As a
    result, total capital expenditures are now expected to be between $33 to
    $38 million in 2014.
--  Total depreciation and amortization for the year is expected to be
    between $285 and $315 per ounce sold, comprised of $125 to $140 per
    ounce sold related to depreciation on Sabodala plant, equipment and mine
    development assets, $40 to $45 per ounce sold related to assets acquired
    with the OJVG and $120 to $130 per ounce sold for depreciation of
    deferred stripping assets. At the end of 2014, the balance of the
    deferred stripping asset is expected to be approximately $32 million,
    which will be amortized over phase 4 of the Sabodala pit.

STRATEGY

Strategy for 2014 and Beyond


--  During the first quarter 2014, the Company filed a National Instrument -
    Standards of Disclosures for Mineral Projects ("NI 43-101") technical
    report which include an integrated life of mine ("LOM") plan for the
    combined operations of Sabodala and the OJVG. The integrated LOM has
    been designed to maximize free cash flow in the current gold price
    environment. The sequence of the pits can be optimized, as well as the
    sequencing of phases within the pits, based not only on grade, but also
    on strip ratio, ore hardness, and the capital required to maximize free
    cash flows in different gold price environments. As a result, the
    integrated LOM annual production profile represents an optimized cash
    flow for 2014 and a balance of gold production and cash flow generated
    in the subsequent five years. There are opportunities to increase gold
    production in years 2015-2018 based on current reserves. With
    expectations for additional reserves, including infill drilling of the
    high grade zone at Masato, further mine plan optimization work is
    required. As a result, the integrated LOM production schedule represents
    a "base case" scenario with flexibility to improve gold production
    and/or cash flows in subsequent years.
--  With the OJVG acquisition now complete the Company has outlined its
    short, medium and long-term objectives.

In the short-term (2014-2015):


i.   Integrate OJVG and Sabodala operations;
ii.  Increase free cash flow through higher production and lower material
     movement, in part to retire the balance of the debt facility
     outstanding; and
iii. Increase reserves through the conversion of Measured, Indicated and
     Inferred Resources.

In the medium-term (2014-2016):


i.   Evaluate the heap leach processing option (permit and build if the
     returns meet Teranga's hurdle rate);
ii.  Continue to look for ways to improve mill throughput; and
iii. Optimize mine planning and grade.

In the long-term (2015 onward):


i.   Remain disciplined about investments in exploration with a commitment
     to a modest, multi-year exploration program; and
ii.  Look to make exploration discoveries on the regional exploration land
     package by continuing to systematically work through the many targets
     and prospects.

--  The Company expects to create value for shareholders by maximizing free
    cash flows in the short-term by integrating the OJVG allowing for annual
    production of approximately 250,000 ounces at lower quartile all-in
    sustaining costs of about $900 per ounce and a high conversion of EBITDA
    into free cash flow.
--  In the longer term, the Company expects to create shareholder value by
    leveraging the existing processing infrastructure, while adding
    profitable reserves and potentially expanding its processing capacity.
    All capital projects will be evaluated based on a disciplined capital
    allocation strategy based on robust hurdle rates and quick payback
    periods. The Company is focused on only gold and only in Senegal.

FRANCO-NEVADA GOLD STREAM


--  On January 15, 2014, the Company completed a gold stream transaction
    with Franco-Nevada Corporation ("Franco-Nevada"). The Company is
    required to deliver 22,500 ounces annually over the first six years
    followed by 6 percent of production from the Company's existing
    properties, including those of the OJVG, thereafter, in exchange for a
    deposit of $135.0 million. Franco-Nevada's purchase price per ounce is
    set at 20 percent of the prevailing spot price of gold.
--  The deposit of $135.0 million has been treated as deferred revenue
    within the statement of financial position.
--  During the three months ended March 31, 2014, the Company delivered
    5,625 ounces of gold to Franco-Nevada. The Company recorded revenue of
    $7.3 million, consisting of $1.5 million received in cash proceeds and
    $5.8 million recorded as a reduction of deferred revenue.

ACQUISITION OF THE OJVG


--  During the third and fourth quarters of 2013, the Company issued
    71,183,091 Teranga shares to acquire all of the Oromin shares (Oromin
    being one of the three joint venture partners holding 43.5 percent of
    the OJVG) for total consideration of $37.8 million.
--  On January 15, 2014, the Company acquired the balance of the OJVG that
    it did not already own from Bendon International Ltd. ("Bendon") and
    Badr.
--  The Company acquired Bendon's 43.5 percent participating interest in the
    OJVG for cash consideration of $105.0 million. Badr's 13 percent carried
    interest in the OJVG was acquired for cash consideration of $7.5 million
    and further contingent consideration based on higher realized gold
    prices and increases to OJVG reserves through 2020. The acquisitions of
    Bendon's and Badr's interest in the OJVG were funded by the gold stream
    agreement with Franco-Nevada and from the Company's existing cash
    balance, respectively.
--  The acquisition of Bendon's and Badr's interests in the OJVG increased
    the Company's ownership to 100 percent and consolidated the Sabodala
    region, increasing the size of the Company's interests in mine license
    from 33km2 to 246km2, more than doubling the Company's reserve base and
    is anticipated to provide the Company with the flexibility to integrate
    the OJVG satellite deposits into its existing operations. The
    contribution of 100 percent of the OJVG has been reflected into
    Teranga's results from January 15, 2014.
--  Acquisition related costs of approximately $1.2 million have been
    expensed during the first quarter of 2014 and are presented within
    "Other expenses" in the consolidated statements of comprehensive income.

GORA DEVELOPMENT


--  The Gora deposit which hosts 0.29 million ounces of proven and probable
    reserves at 4.74 g/t is planned to be operated as a satellite to the
    Sabodala mine requiring limited local infrastructure and development.
    Ore will be hauled to the Sabodala processing plant by a dedicated fleet
    of trucks and processed on a priority basis, displacing lower grade feed
    as required.
--  A technical report and an environmental and social impact assessment
    ("ESIA") was provided to the Senegalese government with a subsequent
    public consultation. A revised ESIA addressing items revealed in the
    public consultation was submitted on April 1, 2014.
--  Management expects the permit process to be completed in 2014 and
    construction to be initiated based on the new integrated LOM plan with
    the OJVG. Initial engineering and site surveys are planned for mid-year
    to allow for initiation of the access road construction in late 2014.

SABODALA MINE LICENSE (ML) RESERVE DEVELOPMENT


--  The Sabodala Mine License covers 33km2 and, in addition to the mine
    related infrastructure, contains the Sabodala, Masato, Niakafiri,
    Niakafiri West, Soukhoto and Dinkokhono deposits.

Niakafiri


--  Additional surface mapping was carried out at Niakafiri in conjunction
    with the re-logging of several diamond drill holes which was
    incorporated into the geological model for the Niakafiri deposit in
    2013. Further exploration work, including additional drilling is
    targeted in the current year. Discussions with Sabodala village
    regarding drilling remain ongoing.
--  In addition to potential reserves addition in hard ore using
    conventional CIL economics, exploring for potential softer ore conducive
    to heap leach is also being targeted, with emphasis on the mineralized
    trend to the north and south of the current reserves at Niakafiri.

OJVG MINE LICENSE


--  The OJVG mine license covers 213km2. As we have integrated the OJVG
    geological database into a combined LOM plan, a number of areas have
    been revealed as potential sources for reserves addition within the
    mining lease. These targets have been selected based on potential for
    discovery and inclusion into open pit reserves.

Masato


--  Development of the Masato deposit has begun and is ahead of schedule.
    Access road construction, waste dump preparation, initial infrastructure
    and bench development are expected to be completed during the second
    quarter before rainy season, with mining planned for the fourth quarter
    of this year in line with Company guidance for the year. In addition,
    geology programs including infill drilling of the high grade zones,
    condemnation drilling for waste dump areas and a gridded pattern drill
    program have either been initiated or are planned to start during the
    second quarter.
--  Drilling is planned during the second and third quarters for the Masato
    orebody for potential conversion of inferred resources and to infill
    drill the high grade "cores" so that the structural continuity can be
    better understood. Additionally, a 2km soil geochemical anomaly along an
    extending trend to the north east of the current reserves will be tested
    to determine potential for additional resources.

Golouma


--  Infill drilling is planned for potential conversion of inferred
    resources and evaluating the mineralization potential of structural
    features along strike to the existing reserves.

Kerekounda


--  Both reverse circulation ("RC") and diamond drill ("DD") drilling is
    planned to determine the extent of mineralization further along strike
    of the existing reserves.

Niakafiri SE and Maki Medina


--  Both RC and DD drilling is planned for potential conversion of inferred
    resources, geotechnical holes for pit wall determination and exploratory
    holes to the north toward the Niakafiri deposit to evaluate extension
    along strike. Pending results of the heap leach test work, additional
    drilling to determine near surface oxide resources may also be
    evaluated.

REGIONAL EXPLORATION


--  The Company currently has 9 exploration permits encompassing
    approximately 1,055km2 of land surrounding the Sabodala and OJVG mine
    licenses (246km2 exploitation permits). Over the past 3 years, with the
    initiation of a regional exploration program on this significant land
    package, a tremendous amount of exploration data has been collected and
    systematically interpreted to prudently implement follow-up programs.
    Targets are therefore in various stages of advancement and are then
    prioritized for follow-up work and drilling. Early geophysical and
    geochemical analysis of these areas has led to the demarcation of at
    least 50 anomalies, targets and prospects and the Company expects that
    several of these areas will ultimately be developed into mineable
    deposits. The Company has identified some key targets that despite being
    early stage, display significant potential. However, due to the sheer
    size of the land position, the process of advancing an anomaly through
    to a mineable deposit takes time with a systematic approach to maximize
    potential for success.
--  The exploration team uses a disciplined screening process to optimize
    the potential for success in exploring the myriad of high potential
    anomalies located within the regional land package.
--  The KC prospect underwent 3,500 metres of trenching across a mineralized
    structural trend approximately 1,800 metres along strike of intense
    quartz veining and brecciated felsic intrusives. Assay and mapping
    results are currently being evaluated and if warranted, follow up
    drilling will commence in the second quarter.
--  The Ninienko and Soreto/Diabougou prospects all demonstrate significant
    surface mineralization, geochemical and geophysical markers within
    consistent geological zones for gold mineralization providing potential
    for significant discoveries. These prospects along with other smaller
    potentially satellite deposits are planned to undergo various stages of
    trenching, RC and DD programs in the second quarter.
--  Additionally, the Garaboureya prospect shows promise through high soil
    geochemical anomalies and mineralization in outcropping rock, this is
    planned to be evaluated later in the year.

Review of First Quarter Financial Results


(US$000's, except where indicated)              Three months ended March 31
                                                ---------------------------
Financial Data                                           2014          2013
---------------------------------------------------------------------------
Revenue(1)                                             69,802       113,815
Profit attributable to shareholders of Teranga          3,957        44,983
Per share                                                0.01          0.18
Operating cash flow                                    14,303        23,640
Capital expenditures                                    2,710        22,176
Free cash flow(2)                                      11,593         1,464
Cash and cash equivalents (including bullion
 receivables and restricted cash)                      28,706        57,459
Net debt(3)                                             7,188        33,594
Total assets                                          717,469       579,170
Total non-current financial liabilities               131,905        81,399
---------------------------------------------------------------------------
Note: Results include the consolidation of 100% of the OJVG's operating
results, cash flows and net assets from January 15, 2014.
(1) In Q1 2013, includes the impact of 45,289 ounces delivered into gold
hedge contacts at an average price of $806 per ounce.
(2) Free cash flow is defined as operating cash flow less capital
expenditures.
(3) Net debt is defined as total borrowings and financial derivative
liabilities less cash and cash equivalents, bullion receivables and
restricted cash.

Review of First Quarter Operating Results


                                                Three months ended March 31
                                                ---------------------------
Operating Results                                        2014          2013
---------------------------------------------------------------------------
Ore mined                             ('000t)           1,262         1,312
Waste mined - operating               ('000t)           6,151         2,513
Waste mined - capitalized             ('000t)             497         5,023
                                                ---------------------------
Total mined                           ('000t)           7,910         8,848
Grade mined                            (g/t)             1.61          1.87
Ounces mined                            (oz)           65,452        78,929
Strip ratio                          waste/ore            5.3           5.7
Ore milled                            ('000t)             893           696
Head grade                             (g/t)             2.01          3.31
Recovery rate                            %               90.1          92.1
Gold produced(1)                        (oz)           52,090        68,301
Gold sold                               (oz)           53,767        69,667

Average realized price                  $/oz            1,293         1,090
Total cash cost (incl.
 royalties)(2)                       $/oz sold            696           535
All-in sustaining costs(2)           $/oz sold            813           898

Mining                              ($/t mined)          2.81          2.61
Milling                             ($/t milled)        18.20         22.47
G&A                                 ($/t milled)         4.85          6.17
---------------------------------------------------------------------------
(1) Gold produced represents change in gold in circuit inventory plus gold
recovered during the period.
(2) Total cash costs per ounce and all-in sustaining costs per ounce are
non-IFRS financial measures and do not have a standard meaning under IFRS.
Please refer to Non-IFRS Performance Measures at the end of this report.

Review of First Quarter Cost of Sales


(US$000's)                                      Three months ended March 31
                                                ---------------------------
Cost of Sales                                            2014          2013
---------------------------------------------------------------------------
Mine production costs - gross                          43,069        43,031
Capitalized deferred stripping                         (1,418)      (14,691)
                                                ---------------------------
                                                       41,651        28,340

Depreciation and amortization - deferred
 stripping assets                                       7,432         2,187

Depreciation and amortization - property, plant
 & equipment and mine
Depreciation and amortization - development
 expenditures                                          10,778        18,132
Royalties                                               3,481         5,610
Rehabilitation                                              -             1

Inventory movements - cash                             (7,479)        3,337
Inventory movements - non-cash                           (578)       (1,636)
                                                ---------------------------
                                                       (8,057)        1,701
                                                ---------------------------
Total cost of sales                                    55,285        55,971
---------------------------------------------------------------------------

Quarterly Operating and Financial Results


(US$000's, except where indicated)
                 2014             2013                       2012
              -------------------------------------------------------------
                   Q1      Q4     Q3     Q2      Q1      Q4      Q3      Q2
                 2014    2013   2013   2013    2013    2012    2012    2012
---------------------------------------------------------------------------
Revenue        69,802  58,302 50,564 75,246 113,815 122,970 105,014  62,010
Average
 realized gold  1,293   1,249  1,339  1,379   1,090   1,296   1,290   1,608
 price ($/oz)
Cost of sales  55,285  50,527 37,371 52,636  55,971  57,250  45,814  31,057
Net earnings
 (loss)         3,957 (4,220)  (442)  7,196  44,983  54,228  26,033  14,413
Net earnings
 (loss) per      0.01  (0.01) (0.00)   0.03    0.18    0.22    0.11    0.06
 share ($)
Operating cash
 flow          14,303  13,137 16,692 20,838  23,640  59,670  13,976 (4,590)
Ore mined
 ('000t)        1,262   1,993    537    698   1,312   2,038     655   2,105
Waste mined -
 operating      6,151   6,655  3,321  2,683   2,513   4,362   1,786   2,199
 ('000t)
Waste mined -
 capitalized      497     420  4,853  4,770   5,023     912   4,456   2,930
 ('000t)
Total mined
 ('000t)        7,910   9,068  8,711  8,151   8,848   7,312   6,897   7,235
Grade Mined
 (g/t)           1.61    1.61   1.08   1.59    1.87    2.04    1.92    2.25
Ounces Mined
 (oz)          65,452 103,340 18,721 35,728  78,929 133,549  40,516 152,603
Strip ratio
 (waste/ore)      5.3     3.6   15.2   10.7     5.7     2.6     9.5     2.4
Ore processed
 ('000t)          893     860    887    709     696     725     650     491
Head grade
 (g/t)           2.01    2.11   1.41   2.36    3.31    3.40    3.11    3.22
Gold recovery
 (%)             90.1    89.7   91.6   92.3    92.1    90.7    84.6    89.6
Gold
 produced(1)   52,090  52,368 36,874 49,661  68,301  71,804  55,107  45,495
 (oz)
Gold sold (oz) 53,767  46,561 37,665 54,513  69,667  71,604  62,439  38,503
Total cash
 costs per
 ounce sold(2)    696     711    748    642     535     532     509     592
 (including
 Royalties)
All-in
 sustaining
 costs per
 ounce            813     850  1,289  1,185     898   1,004   1,025   1,410
 sold(2)(inclu
 ding
 Royalties)
Mining ($/t
 mined)           2.8     2.6    2.5    2.6     2.6     3.1     2.7     2.5
Milling ($/t
 mined)          18.2    18.0   17.6   23.8    22.5    19.9    21.9    22.9
G&A ($/t
 mined)           4.8     4.8    4.6    6.3     6.2     6.4     5.7     6.9
---------------------------------------------------------------------------
(1) Gold produced represents change in gold in circuit inventory plus gold
recovered during the period.
(2) Total cash costs per ounce and all-in sustaining costs per ounce are
non-IFRS financial measures and do not have a standard meaning under IFRS.
Please refer to Non-IFRS Performance Measures at the end of this report.

Non-IFRS Financial Measures

The Company provides some non-IFRS measures as supplementary information that management believes may be useful to investors to explain the Company's financial results. Refer to the Company's Management's Discussion and Analysis for further details.


(US$000's, except where indicated)              Three months ended March 31
                                                ---------------------------
Cash costs per ounce sold                                2014          2013
---------------------------------------------------------------------------
Gold produced(1)                                       52,090        68,301
Gold sold                                              53,767        69,667

Cash costs per ounce sold
Cost of sales                                          55,285        55,971
Less: depreciation and amortization                   (18,210)      (20,319)
Less: realized oil hedge gain                               -          (487)
Add: non-cash inventory movement                          578         1,636
Less: other adjustments                                  (251)          490
                                                ---------------------------
Total cash costs                                       37,402        37,291
Total cash costs per ounce sold                           696           535

All-in sustaining costs
Total cash costs                                       37,402        37,291
Administration expenses(2)                              3,613         3,123
Capitalized deferred stripping                          1,418        14,691
Capitalized reserve development                           121         2,328
Mine site capital                                       1,170         5,156
                                                ---------------------------
All-in sustaining costs                                43,724        62,590
All-in sustaining costs per ounce sold                    813           898

All-in costs
All-in sustaining costs                                43,724        62,590
Social community costs not related to current
 operations                                               409           339
Exploration and evaluation expenditures                 1,144         2,027
                                                ---------------------------
All-in costs                                           45,277        64,957
All-in costs per ounce sold                               842           932

Depreciation and amortization                          18,210        20,319
Non - cash inventory movement                            (578)       (1,636)
                                                ---------------------------
Total depreciation and amortization                    17,632        18,683
Total depreciation and amortization per ounce
 sold                                                     328           268
---------------------------------------------------------------------------
(1) Gold produced represents change in gold in circuit inventory plus gold
recovered during the period.
(2) Administration expenses include share based compensation and exclude
Corporate depreciation expense and social community costs not related to
current operations.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF
TERANGA GOLD CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME / LOSS
(Unaudited and in US$000's except per share amounts)
                                                Three months ended March 31
                                                         2014          2013
---------------------------------------------------------------------------
Revenue                                                69,802       113,815
Cost of sales                                         (55,285)      (55,971)
---------------------------------------------------------------------------
Gross profit                                           14,517        57,844
---------------------------------------------------------------------------


Exploration and evaluation expenditures                (1,144)       (2,027)
Administration expenses                                (3,988)       (3,830)
Share based compensation                                 (311)           73
Finance costs                                          (2,116)       (2,696)
Gains on gold hedge contracts                               -         2,193
Gains on oil hedge contracts                                -            31
Net foreign exchange gains/(losses)                        47           (61)
Loss on available for sale financial asset                  -          (962)
Other expenses/(income)                                (1,785)            9
---------------------------------------------------------------------------
                                                       (9,297)       (7,270)
---------------------------------------------------------------------------


Profit before income tax                                5,220        50,574
Income tax benefit                                          -             -
---------------------------------------------------------------------------
Net profit                                              5,220        50,574
---------------------------------------------------------------------------


Profit attributable to:
Shareholders                                            3,957        44,983
Non-controlling interests                               1,263         5,591
---------------------------------------------------------------------------
Profit for the year                                     5,220        50,574
---------------------------------------------------------------------------


Other comprehensive income/(loss):
Items that may be reclassified subsequently to
 profit/loss for the period
 Change in fair value of available for sale
  financial asset, net of tax
 Gains (losses), net of tax                                10       (6,418)
 Reclassification to income, net of tax                     -           962
---------------------------------------------------------------------------
Other comprehensive income/(loss) for the year             10        (5,456)
---------------------------------------------------------------------------
Total comprehensive income for the year                 5,230        45,118
---------------------------------------------------------------------------


Total comprehensive income attributable to:
Shareholders                                            3,967        39,527
Non-controlling interests                               1,263         5,591
---------------------------------------------------------------------------
Total comprehensive income for the year                 5,230        45,118
---------------------------------------------------------------------------

Earnings per share from operations attributable
 to the shareholders of the Company during the
 year

 - basic earnings per share                              0.01          0.18
 - diluted earnings per share                            0.01          0.18

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF
TERANGA GOLD CORPORATION
STATEMENTS OF FINANCIAL POSITION
(Unaudited and in US$000's)
                                                     As at          As at
                                                 March 31,   December 31,
                                                      2014           2013
-------------------------------------------------------------------------
Current assets
Cash and cash equivalents                           13,706         14,961
Restricted cash                                     15,000         20,000
Trade and other receivables                          1,412          7,999
Inventories                                         64,715         67,432
Other assets                                         5,933          5,756
Available for sale financial assets                     14              6
-------------------------------------------------------------------------
Total current assets                               100,780        116,154
-------------------------------------------------------------------------
Non-current assets
Inventories                                         75,715         63,740
Equity investment                                        -      47,627.00
Property, plant and equipment                      215,526        222,487
Mine development expenditures                      273,372        173,444
Intangible assets                                      699            947
Goodwill                                            51,377              -
-------------------------------------------------------------------------
Total non-current assets                           616,689        508,245
-------------------------------------------------------------------------
Total assets                                       717,469        624,399
-------------------------------------------------------------------------
Current liabilities
Trade and other payables                            54,318         56,891
Borrowings                                          35,019         70,423
Deferred Revenue                                    23,526              -
Provisions                                           2,249          1,751
-------------------------------------------------------------------------
Total current liabilities                          115,112        129,065
-------------------------------------------------------------------------
Non-current liabilities
Borrowings                                             875          3,946
Deferred Revenue                                   105,634              -
Provisions                                          14,424         14,336
Other non-current liabilities                       10,972         10,959
-------------------------------------------------------------------------
Total non-current liabilities                      131,905         29,241
-------------------------------------------------------------------------
Total liabilities                                  247,017        158,306
-------------------------------------------------------------------------
Equity
Issued capital                                     342,457        342,470
Foreign currency translation reserve                  (998)          (998)
Other components of equity                          15,951         15,776
Investment revaluation reserve                          10              -
Retained earnings                                  100,360         96,741
-------------------------------------------------------------------------
Equity attributable to shareholders                457,780        453,989
Non-controlling interests                           12,672         12,104
-------------------------------------------------------------------------
Total equity                                       470,452        466,093
-------------------------------------------------------------------------
Total equity and liabilities                       717,469        624,399
-------------------------------------------------------------------------

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF
TERANGA GOLD CORPORATION
STATEMENTS OF CHANGES IN EQUITY
(Unaudited and in US$000's)
                                                Three months ended March 31
                                                         2014          2013
---------------------------------------------------------------------------
Issued capital
Beginning of year                                     342,470       305,412
 Less: Share issue costs                                  (13)            -
---------------------------------------------------------------------------
End of period                                         342,457       305,412
---------------------------------------------------------------------------
Foreign currency translation reserve
Beginning of year                                        (998)         (998)
---------------------------------------------------------------------------
End of period                                            (998)         (998)
---------------------------------------------------------------------------
Other components of equity
Beginning of year                                      15,776        16,358
 Equity-settled share based compensation reserve          175           487
---------------------------------------------------------------------------
End of period                                          15,951        16,845
---------------------------------------------------------------------------
Investment revaluation reserve
Beginning of year                                           -         5,456
 Change in fair value of available for sale
  financial asset, net of tax                              10        (5,456)
---------------------------------------------------------------------------
End of period                                              10             -
---------------------------------------------------------------------------
Retained earnings
Beginning of year                                      96,741        49,225
 Profit attributable to shareholders                    3,957        44,983
 Other                                                   (338)            -
---------------------------------------------------------------------------
End of period                                         100,360        94,208
---------------------------------------------------------------------------
Non-controlling interest
Beginning of year                                      12,104        11,857
 Non-controlling interest - portion of profit
  for the period                                        1,263         5,591
 Dividends accrued                                       (695)            -
---------------------------------------------------------------------------
End of period                                          12,672        17,448
---------------------------------------------------------------------------
Total shareholders' equity at March 31                470,452       432,915
---------------------------------------------------------------------------

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF
TERANGA GOLD CORPORATION
STATEMENTS OF CASH FLOW
(Unaudited and in US$000's)
                                                Three months ended March 31
                                                         2014          2013
Cash flows related to operating activities
Profit for the year                                     5,220        50,574
Depreciation of property, plant and equipment           6,981        15,354
Depreciation of capitalized mine development
 costs                                                 11,229         4,996
Inventory movements - non-cash                           (578)       (1,636)
Amortization of intangibles                               245           269
Amortization of deferred financing costs                  743           350
Unwinding of discount on mine restoration and
 rehabilitation provision                                 (31)           24
Share based compensation                                  311           487
Deferred gold revenue recognized                       (5,840)            -
Net change in gains on gold forward sales
 contracts                                                  -       (39,839)
Net change in losses on oil contracts                       -           456
Loss on available for sale financial asset                  -           962
Loss on disposal of property, plant and
 equipment                                                  -            99
Increase in inventories                                (8,371)          279
Changes in working capital other than inventory         4,394        (8,735)
---------------------------------------------------------------------------
Net cash provided by operating activities              14,303        23,640


Cash flows related to investing activities
Decrease in restricted cash                             5,000             -
Acquisition of Oromin Joint Venture Group
 ("OJVG")                                            (112,500)            -
Expenditures for property, plant and equipment           (443)       (4,624)
Expenditures for mine development                      (2,267)      (17,479)
Acquisition of intangibles                                  -           (73)
Proceeds on disposal of property, plant and
 equipment                                                  -            35
---------------------------------------------------------------------------
Net cash used in investing activities                (110,210)      (22,141)


Cash flows related to financing activities
Proceeds from Franco-Nevada gold stream               135,000             -
Repayment of borrowings                               (38,194)            -
Drawdown from finance lease facility, net of
 financing costs paid                                       -        11,146
Financing costs paid                                   (1,000)            -
Interest paid on borrowings                            (1,156)       (1,670)
---------------------------------------------------------------------------
Net cash provided by financing activities              94,650         9,476

Effect of exchange rates on cash holdings in
 foreign currencies                                         2           319
---------------------------------------------------------------------------

Net increase in cash and cash equivalents              (1,255)       11,294
Cash and cash equivalents at the beginning of
 year                                                  14,961        39,722
---------------------------------------------------------------------------
Cash and cash equivalents at the end of year           13,706        51,016
---------------------------------------------------------------------------

CORPORATE DIRECTORY


Directors
Alan Hill, Chairman
Richard Young, President and CEO
Christopher Lattanzi, Non-Executive Director
Edward Goldenberg, Non-Executive Director
Alan Thomas, Non-Executive Director
Frank Wheatley, Non-Executive Director
Jendayi Frazer, Non-Executive Director

Senior Management
Richard Young, President and CEO
Mark English, Vice President, Sabodala 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
Aziz Sy, Vice President, Development Senegal
Macoumba Diop, General Manager and Government Relations 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: [email protected]
W: 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
Ernst & Young 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

Issued Capital


----------------------------------------
As of April 29, 2014
----------------------------------------
Issued shares                316,801,091
Stock options                 23,088,961

----------------------------------------
Exercise Price (C$)              Options
----------------------------------------
$3.00                         15,177,361
$1.09 - $2.17                  7,911,600
----------------------------------------

FORWARD LOOKING STATEMENTS

This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Teranga, or developments in Teranga's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, all disclosure regarding possible events, conditions or results of operations, future economic conditions and courses of action, the proposed plans with respect to mine plan and consolidation of the Sabodala Gold Project and OJVG Golouma Gold Project, mineral reserve and mineral resource estimates, anticipated life of mine operating and financial results, targeted date for a NI 43-101 compliant technical report, amendment to the OJVG mining license, the approval of the Gora ESIA and permitting and the completion of construction related thereto. Such statements are based upon assumptions, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments that management believe to be reasonable and relevant. These assumptions include, among other things, the ability to obtain any requisite Senegalese governmental approvals, the accuracy of mineral reserve and mineral resource estimates, gold price, exchange rates, fuel and energy costs, future economic conditions and courses of action. Teranga cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. The risks and uncertainties that may affect forward-looking statements include, among others: the inherent risks involved in exploration and development of mineral properties, including government approvals and permitting, changes in economic conditions, changes in the worldwide price of gold and other key inputs, changes in mine plans and other factors, such as project execution delays, many of which are beyond the control of Teranga, as well as other risks and uncertainties which are more fully described in the Company's Annual Information Form dated March 31, 2014, and in other company filings with securities and regulatory authorities which are available at www.sedar.com. Teranga does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Nothing in this report should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities.

COMPETENT PERSONS STATEMENT

The technical information contained in this document relating to the mineral reserve estimates for Sabodala, the stockpiles, Masato, Golouma and Kerekounda is based on information compiled by Mr. William Paul Chawrun, P. Eng who is a member of the Professional Engineers Ontario, which is currently included as a "Recognized Overseas Professional Organization" in a list promulgated by the ASX from time to time. Mr. Chawrun is a full-time employee of Teranga and is a "qualified person" as defined in NI 43-101 and a "competent person" as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr. Chawrun has sufficient experience relevant to the style of mineralization and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr. Chawrun has consented to the inclusion in this Report of the matters based on his compiled information in the form and context in which it appears in this Report.

The technical information contained in this document relating to the mineral reserve estimates for Gora and Niakafiri is based on, and fairly represents, information and supporting documentation prepared by Julia Martin, P.Eng. who is a member of the Professional Engineers of Ontario and a Member of AusIMM (CP). Ms. Martin is a full time employee with AMC Mining Consultants (Canada) Ltd., is independent of Teranga, is a "qualified person" as defined in NI 43-101 and a "competent person" as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Ms. Martin has sufficient experience relevant to the style of mineralization and type of deposit under consideration and to the activity she is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Ms. Martin is a "Qualified Person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects. Ms. Martin has reviewed and accepts responsibility for the Mineral Reserve estimates for Gora and Niakafiri disclosed in this document and has consented to the inclusion of the matters based on her information in the form and context in which it appears in this Report

The technical information contained in this Report relating to mineral resource estimates for Niakafiri, Gora, Niakafiri West, Soukhoto, and Diadiako is based on information compiled by Ms. Nakai-Lajoie. Ms. Patti Nakai-Lajoie, P. Geo., is a Member of the Association of Professional Geoscientists of Ontario, which is currently included as a "Recognized Overseas Professional Organization" in a list promulgated by the ASX from time to time. Ms. Nakai-Lajoie is a full time employee of Teranga and is not "independent" within the meaning of National Instrument 43-101. Ms. Nakai-Lajoie has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Ms. Nakai-Lajoie is a "Qualified Person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects. Ms. Nakai-Lajoie has consented to the inclusion in this Report of the matters based on her compiled information in the form and context in which it appears in this Report.

The technical information contained in this Report relating to mineral resource estimates for Sabodala, Masato, Golouma, Kerekounda, and Somigol Other are based on information compiled by Ms. Nakai-Lajoie. Ms. Patti Nakai-Lajoie, P. Geo., is a Member of the Association of Professional Geoscientists of Ontario, which is currently included as a "Recognized Overseas Professional Organization" in a list promulgated by the ASX from time to time. Ms. Nakai-Lajoie is a full time employee of Teranga and is not "independent" within the meaning of National Instrument 43-101. Ms. Nakai-Lajoie has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Ms. Nakai-Lajoie is a "Qualified Person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects. Ms. Nakai-Lajoie has consented to the inclusion in this Report of the matters based on her compiled information in the form and context in which it appears in this Report.

Teranga's disclosure of mineral reserve and mineral resource information is governed by NI 43-101 under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time by the CIM ("CIM Standards"). CIM definitions of the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve", "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource", are substantially similar to the JORC Code corresponding definitions of the terms "ore reserve", "proved ore reserve", "probable ore reserve", "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource", respectively. Estimates of mineral resources and mineral reserves prepared in accordance with the JORC Code would not be materially different if prepared in accordance with the CIM definitions applicable under NI 43-101. There can be no assurance that those portions of mineral resources that are not mineral reserves will ultimately be converted into mineral reserves.

ABOUT TERANGA

Teranga is a Canadian-based gold company listed on the Toronto Stock Exchange (TSX: TGZ) and Australian Securities Exchange (ASX: TGZ). Teranga is principally engaged in the production and sale of gold, as well as related activities such as exploration and mine development.

Teranga's mission is to create value for all of its stakeholders through responsible mining. Its vision is to explore, discover and develop gold mines in West Africa, in accordance with the highest international standards, and to be a catalyst for sustainable economic, environmental and community development. All of its actions from exploration, through development, operations and closure will be based on the best available techniques.

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