1

STREAM TRANSACTION

WITH FRANCO-NEVADA

ACQUISITION OF

REMAINING INTEREST IN

OJVG

DECEMBER 2013

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FOCUSED

ON GROWTH

THROUGH:

GROWING

RESERVES

GROWING

PRODUCTION

FINANCIAL

STRENGTH

Alan R. Hill Executive Chairman

Richard Young President & CEO

David Harquail President & CEO

Paul Brink SVP Business Development

STREAM TRANSACTION /

OJVG CONSOLIDATION

CONFERENCE CALL

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This presentation contains certain statements that constitute forward-looking information and forward-looking statements within the meaning of applicable securities

laws (collectively, “forward-looking statements”). All information contained in this presentation, other than statements of current and historical fact, is forward-looking

information. Forward-looking statements include, among other things, all disclosure regarding the completion of the acquisition of the OJVG, the retirement of the

Macquarie debt facility and the stream transaction, the proposed plans with respect to mine plan and consolidation of the Sabodala Gold Project and OJVG Golouma

Gold Project, mineral reserves, future gold production, cash flows, anticipated synergies, including higher free cash flows , possible events, conditions or results of

operations. Such statements are based upon assumptions, opinions and analysis made by management of Teranga and Franco-Nevada, as applicable, in light of

their experience, current conditions and expectations of future developments that management of each believe to be reasonable and relevant. These assumptions

include, among other things, the ability to obtain any requisite Senegalese governmental approvals to the proposed transactions and consolidation of the projects,

ASX approvals, the accuracy of mineral reserve and mineral resource estimates, future economic conditions and courses of action. Such forward-looking statements

involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Teranga and Franco-Nevada,

or developments in Teranga’s or Franco-Nevada’s business or in the gold industry, to differ materially from the anticipated results, performance, achievements or

developments expressed or implied by such forward-looking statements. The risks and uncertainties that may affect forward-looking statements include, among

others: economic market conditions, the inherent risks associated with mineral reserve and mineral resource estimates, anticipated costs and expenditures,

government approvals and permitting, and other risks detailed from time to time in Teranga’s and Franco-Nevada’s filings with applicable securities regulators.

Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially

from those expressed or implied in the forward-looking statements. Teranga and Franco-Nevada cautions you not to place undue reliance upon any such forward-

looking statements, which speak only as of the date they are made. Forward-looking statements included herein are based on management’s current plans,

estimates, projections, beliefs and opinions, and, except as required by law, neither Teranga nor Franco-Nevada undertake any obligation to update forward-looking

statements after the date of this presentation or to explain any material difference between subsequent actual events and any forward-looking statements. Nothing in

this presentation should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities.

This presentation is dated as of December 12, 2013. All references to the Company include its subsidiaries unless the context requires otherwise.

This presentation contains references to Teranga using the words “we”, “us”, “our” and similar words and the reader is referred to using the words “you”, “your” and

similar words.

All stated dollar amounts stated are denominated in US dollars unless specified otherwise.

FORWARD LOOKING STATEMENTS

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CONSOLIDATING

SABODALA REGION

Acquire remaining interests in the

Oromin Joint Venture Group

(“OJVG”)

Phase 1: Become a mid-tier gold

producer in Senegal with 250,000

to 350,000 ounces1 of annual gold

production leveraging our existing

mill and infrastructure

Positions Teranga to reach our

Phase 1 growth objective

Additional potential growth

through highly prospective,

large land position next to

mill

Developing production

pipeline on an emerging gold

belt in a mining-friendly,

democratic, and safe

jurisdiction

1 This forecasted annual production target is based on the following assumptions: (1) Disclosed mineral reserves (proven 12.87Mt @ 1.28 g/t for 0.53Moz and probable 16.34Mt @ 1.64 g/t for 0.86Moz) as per

the Teranga’s NI 43-101 technical report entitled Technical Report for the Sabodala Gold Project Republic of Senegal, West Africa (with an effective date of June 30, 2013) (the “Sabodala Technical Report”);

and (2) The addition of OJVG probable open pit mineral reserves of 21.89Mt @ 2.05 g/t for 1.45Moz as per the technical report entitled OJVG Golouma Gold Project – Updated Feasibility Report, January 2013

(the “OJVG Technical Report”). Requires amendment to OJVG Gouloma Project’s existing permits reflecting a reduced project footprint as ore is processed through Sabodala mill.

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EXPECTED BENEFITS OF

OJVG TRANSACTION • Combined entity anticipated to have the following:

Larger reserve base and longer mine life

Higher production profile

Significant operating flexibility in:

Various gold price environments

Sequencing of pit development and

phases within pit development

• 43-101 Technical Report

• Q1’ 2014

Flexibility allows us to maximize free cash flows

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STREAM TRANSACTION WITH

• Transaction objectives:

Minimize dilution to Teranga shareholders

Not put balance sheet at risk

• Stream arrangement with Franco-Nevada:

Allows us to consolidate the balance of OJVG

No equity dilution to shareholders

Reduces debt

Provides greater reserves and production per

share

Shareholders served well by this transformational

transaction

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Attractive stream asset that is expected to be one of

Franco-Nevada’s top contributors

Delivers stable and immediate cash flows and

increases gold contribution within our portfolio

Investment in a well-run operation with an established

track record and favourable cost structure

Excellent exploration potential on land covering a

70km strike extent on an emerging mineral belt

Consolidating the Sabodala region assets is

transformational for Teranga and a win-win for all

parties

HIGHLIGHTS OF TRANSACTION FOR

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TRANSACTION BACKGROUND

AND SUMMARY

Background

• Previously acquired Oromin Explorations in October

in a share exchange

• 43.5% participating interest in OJVG

Acquire balance of OJVG

• $135M stream transaction with Franco-Nevada

• Acquire Bendon’s 43.5% participating interest in

OJVG for $105M

• Reduce outstanding loan balance to $30M

• Acquire Badr’s 13% free-carried interest in OJVG for

$7.5M, plus:

• Contingent consideration based on increases in

OJVG reserves and higher gold prices to be

funded from existing cash balance

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• Franco-Nevada to provide an upfront cash payment of $135M

• In exchange for a fixed and floating stream on future production • 2014 to 2019: 22,500 ounces per year

• 2020 and thereafter: 6% of gold production

• Franco-Nevada to pay 20% of spot gold price on each ounce delivered • The 6% stream is effectively a 4.8% NSR royalty

• Higher stream in first six years • Allows us to retire half of our debt facility

• Accelerate and repay balance of facility in 2014

• Provides certainty to Franco-Nevada as mine plan evolves

• Reducing debt and onerous financial covenants, reducing balance sheet risk,

protecting the Company and shareholders

• Improves financial and operational flexibility

STREAM AGREEMENT

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Establishes Sabodala as one of the largest open pit

operations in West Africa Positioned to achieve Phase 1 growth objective of

250,000 to 350,000 ounces of annual production

One of the largest open pit reserve bases

Addresses key issue – short mine life Two properties extend mine life significantly

Increases future growth potential beyond near term.

More upside potential: Near and medium term on the mine licenses – 245 km2

Longer term, significant potential on the regional land

package– 1,055km2

Increases operational flexibility Sequence pits and phase of pit development based on:

Grade, strip ratio, ore hardness, development

costs

Defer phase 4 waste stripping at Sabodala increasing

our 2014 cash flows despite lower gold prices Before incorporating additional production from OJVG

Only requires modest sustaining capital going forward

COMBINATION MAKES SENSE

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• The Senegalese Government has stated the

importance of the mining industry in Senegal

• Partnership and trust between Senegalese

Government and Canadian & Senegalese

Management teams built on transparency

• Committed to growing domestic gold production as

quickly as possible

• Signing the Definitive Global Agreement provided a clear

and transparent framework that allowed investor

confidence

• The agreement made this investment possible and

paved the way for the consolidation of the OJVG

IN PARTNERSHIP

WITH SENEGAL

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Significant and immediate synergies

Majority of capital expenditures behind us

Higher production and reserves

Increased operational flexibility

Multiple deposits in close proximity

Focus on free cash flow

SYNERGISTIC TRANSACTION

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• Proposed transaction conditional upon:

• An amendment to the project finance facility with

Macquarie and the signing of an Inter-Creditor Agreement

• The proposed transaction to be completed by January 17,

2014

• Other customary closing conditions.

NEXT STEPS

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• Release of detailed, combined mine plan – Q1’14

• File 43-101 technical report on a combined basis

– Q1’14

• Drilling on mine license to increase reserves

• Particularly on those deposits that straddle

our property border

• Heap leach testing on lower grade, oxide

material

NEAR TERM FOCUS

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COMBINED SABODALA & OJVG MINE

LICENSES

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The technical information contained in this presentation is based on information compiled by Mr. Paul Chawrun P. Eng and Ms. Patti Nakai-Lajoie,

P. Geo from the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report entitled Technical Report

for the Sabodala Gold Project Republic of Senegal, West Africa (with an effective date of June 30, 2013) prepared for Teranga and the technical

report entitled OJVG Golouma Gold Project Updated FS Technical Report (with an effective date of January 30, 2012), prepared for Teranga’s

wholly-owned subsidiary Oromin, each of which is available at www.sedar.com. Mr. Chawrun is 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. Ms. Patti

Nakai-Lajoie, P. Geo., is a Member of the Association of Professional Geoscientists of Ontario.

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

2004 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 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore

Reserves”. Mr. Chawrun has consented to the inclusion in the presentation of the matters based on his compiled information in the form and

context in which it appears.

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 the presentation of the matters based on her compiled information in the form and

context in which it appears in this document.

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.

COMPETENT PERSON STATEMENTS