News Out...Teranga Gold Announces Filing of Final Prospectus
as Part of $65 Million Equity Offering
(All amounts are in Canadian dollars unless otherwise stated)
Toronto, Ontario – November 15, 2016 – Teranga Gold Corporation ("Teranga" or the "Company") (TSX: TGZ)(ASX: TGZ) announced today that it has filed its final prospectus with the securities regulatory authorities in each of the provinces of Canada, other than the Province of Québec, in regards to an issuance of 32,500,000 common shares of the Company on a bought deal basis at a price of $1.05 per common share through a syndicate of underwriters co-led by RBC Capital Markets and Cormark Securities Inc. and including BMO Capital Markets for gross proceeds of approximately $34 million (the “Public Offering”).As previously announced, an additional 29,500,000 common shares will be issued on a non-brokered private placement basis at the same price of $1.05 per common share to Tablo Corporation for gross proceeds of approximately $31 million (the “Concurrent Private Placement”).Following completion of the Concurrent Private Placement, Tablo Corporation, controlled by David Mimran, will hold a total of 92,929,260 common shares, or 17.4%, of Teranga’s issued and outstanding common shares (calculated on a non-diluted basis and not including exercise of the over-allotment option).The Public Offering and the Concurrent Private Placement (collectively, the “Offering”) is scheduled to close on or about November 21, 2016, and is subject to customary conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the Australian Securities Exchange.The Company plans to direct approximately $40.5 million of the net proceeds of the Offering to construction readiness activities for its newly acquired Banfora gold project in Burkina Faso, West Africa. Such activities are expected to include additional development drilling, updating technical reports, engineering design optimization studies, front end engineering and securing an owners team to support a technical report prepared in accordance with NI 43-101 on the Banfora gold project, as well as commencement of village relocation activities, and site construction works and project administration. Such activities are anticipated to begin in the weeks following the closing of the Offering and continue to August 2017. The Company intends to allocate a further $13.5 million of the net proceeds of the Offering to fund exploration activities associated with its Banfora, Golden Hill and Gourma gold projects in Burkina Faso, with the balance of the net proceeds of the Offering to be used for working capital and general corporate purposes.
Although the Company intends to use the net proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary depending on future developments in the Company’s mineral properties or unforeseen events.The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
Retraction of Banfora Gold Project Resource and Reserve Estimate Disclosure
On June 19, 2016 the Company issued a press releases related to an agreement to acquire Gryphon Mineral Limited and reported that the Banfora gold project currently has mineral resources and mineral reserves and theCompany’s proven and probable reserve base increased by 35% to 3.7 million ounces. On October 26, 2016 the Company issued a press release on exploration activities on the newly acquired Gryphon Mineral Limited assets stating that drill results confirmed the Banfora reserve model and potential for reserve expansion.After further review of the source information, the Company is unable to re-state the estimate in compliance with NI 43-101 requirements; consequently, the Company retracts the estimate described therein in its entirety. The Company advises and cautions readers that the retracted disclosure may continue to be found in the public domain. HUH?
