Barrick and Teranga Obtain Key Approvals from the Government of Senegal for Teranga’s Acquisition of the Massawa Gold Project

TORONTO, Feb. 13, 2020 - Teranga Gold Corp. (“Teranga” or the “Company”) (TSX:TGZ; OTCQX:TGCDF) today announced that Barrick Gold Corp. (“Barrick”) (TSX:ABX; NYSE:GOLD) and Teranga have obtained certain key approvals from the Government of Senegal in order to proceed to close the previously announced acquisition of a 90% interest in the Massawa Gold Project (“Massawa”) from a wholly-owned subsidiary of Barrick and its joint venture partner, Compagnie Sénégalaise de Transports Transatlantiques Afrique de l’Ouest SA, with the Government of Senegal holding the remaining 10% interest in Massawa (the “Transaction”).

The approvals received include a formal consent to Teranga’s plans to integrate Massawa into its existing Sabodala Gold Mine as well as a formal waiver by the Government of Senegal of its equity participation right to elect, on its behalf or on behalf of the private sector, to purchase up to an additional 25% of Massawa at market value. These approvals were key conditions precedent to closing of the Transaction.

Barrick and Teranga expect to satisfy the remaining conditions precedent to closing of the Transaction in the coming weeks, which include the granting by the Government of Senegal of an exploitation license and a residual exploration license for Massawa.

The closing of the Transaction, as well as the previously announced concurrent debt, prospectus, and private placement financings (collectively, the “Financings”) is expected within the first quarter of 2020. The completion of the Transaction and the concurrent Financings are all inter-conditional and are subject to customary closing conditions for transactions of this nature.

Forward-Looking Statements

This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”), which reflects management's expectations regarding Teranga's future growth and business prospects and opportunities. Forward-looking statements include, without limitation, all disclosure regarding possible events, conditions or results of operations, future economic conditions expectations and anticipated courses of action. Although the forward-looking statements contained in this press release reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, such forward-looking statements are based upon assumptions, opinions and analysis that management believes to be reasonable and relevant but that may prove to be incorrect. Teranga cautions you not to place undue reliance upon any such forward-looking statements.

The risks and uncertainties that may affect forward-looking statements include, among others: the inherent risks involved in exploration and development of mineral properties, including government approvals and permitting, changes in economic conditions, changes in the worldwide price of gold and other key inputs, changes in mine plans and other factors, such as project execution delays, many of which are beyond the control of Teranga, as well as other risks and uncertainties which are more fully described in Teranga's amended and restated Annual Information Form dated July 31, 2019, and in other filings of Teranga with securities and regulatory authorities which are available on SEDAR 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 document should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities. All references to Teranga include its subsidiaries unless the context requires otherwise.

About Teranga

Teranga is a multi-jurisdictional West African gold company focused on production and development as well as the exploration of approximately 5,500 km² of land located on prospective gold belts. Since its initial public offering in 2010, Teranga has produced more than 2 million ounces of gold at its Sabodala operation in Senegal. Focused on diversification and growth towards its vision of becoming a mid-tier producer, the Company recently announced commercial production at its second gold mine, Wahgnion, which is located in Burkina Faso, and is carrying out exploration programs in three West African countries: Burkina Faso, Côte d’Ivoire and Senegal. Teranga applies a rigorous capital allocation framework for its investment decisions.

Steadfast in its commitment to set the benchmark for responsible mining, Teranga operates in accordance with international standards and aims to act as a catalyst for sustainable economic, environmental, and community development as it strives to create value for all of its stakeholders. Teranga is a participant of the United Nations Global Compact and a leading member of the multi-stakeholder group responsible for the submission of the first Senegalese Extractive Industries Transparency Initiative revenue report.

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