Q1 2015 FINANCIAL & OPERATING HIGHLIGHTS APRIL 29, 2015

FORWARD-LOOKING STATEMENTS This presentation 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 Gold Corporation’s (“Teranga” or the “Company”) future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities. Wherever possible, words such as “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend”, “ability to” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, have been used to identify such forward looking information. Although the forward-looking information contained in this presentation reflect management’s current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, Teranga cannot be certain that actual results will be consistent with such forward looking information. Such forward-looking 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, anticipated future estimates of free cash flow, 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, 2015, 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. This presentation is dated as of the date on the front cover. 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 dollar amounts stated are denominated in U.S. dollars unless specified otherwise. 2

RICHARD YOUNG PRESIDENT & CEO

SOLID FIRST QUARTER PERFORMANCE Free Cash Flow per Ounce of Gold Sold(2)

Solid financial and operating results

$189

Attractive free cash flow

$131 $78

Debt-free balance sheet

Moving forward with organic growth initiatives ($50) 2012

2013

2014

Q1 2015

Refer to Endnote (2) on slide 20

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NAVIN DYAL VICE PRESIDENT & CFO

REVENUE REFLECTS HIGHER VOLUME & LOWER AVERAGE PRICE

Revenue ($ millions)

5% increase in gold sales offset by 6% decline in average realized gold price

$1,293

$1,217

Sales volume exceeded production by ~7,600 ounces, reflecting drawdown of gold-in-circuit inventory built up at year end $70

Hedge gain of $1.8 million recorded in other income (15,000 gold ounces @ $1,297/ounce)

Q1 2014

Revenue

(2%)

$69

Q1 2015

Average Realized Gold Price/oz

6

2015 PRODUCTION PROFILE EXPECTED TO MIRROR 2014 FY 2014 Production Profile

2015 Production

(Koz Au)

(Koz Au) 200-230

48,643 ounces of gold produced in Q1 2015 in line with expectations 212

2015 production profile expected to mirror 2014 with significantly higher production in fourth quarter 71

Total tonnes mined rose by 10% and at lower costs

49

49

Q1 2014 Q2 2014 Q3 2014 Q4 2014 FY 2014

Q1 2015

52

40

2015 Outlook

7

ACHIEVING SIGNIFICANT PRODUCTIVITY & COST IMPROVEMENTS

Mining Costs ($/t mined)

Milling Costs ($/t milled)

Cash Costs ($/oz)

$2.81 $696

$18.20 $14.64

$2.06

$609

(27%)

Q1 2014

(13%)

(20%)

Q1 2015

Q1 2014

Q1 2015

Q1 2014

Q1 2015

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ALL-IN SUSTAINING COSTS HIGHER DUE TO GROWTH CAPEX All-in Sustaining Costs Q1 2015 all-in sustaining costs higher due to capital spending related to deferred stripping at Masato and reserve development drilling

$1,200 $1,033 $900 - $975

$865 $841

2015 outlook is for all-in sustaining costs of $900 - $975 per ounce, excluding $100 impact of Franco-Nevada stream, which is treated as deferred revenue $556

2015 includes growth capital of $125 per ounce relating to Gora development and mill optimization

2012

$641

$710

$609

$650 – $700

2013

2014

Q1 2015

2015 Outlook

Cash Costs/oz

(1)

All-in Sustaining Cost/oz

(1)

(1) refer to Endnote on slide 20

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SIGNIFICANT INCREASE IN NET PROFIT

(10)

Net profit more than tripled

Net Profit

Earnings per Share

($ millions)

$0.04 $15.3

Increase in net profit attributable to lower cost of sales, increase in other income from gain on short-term hedge and interest expense savings $4.2

$0.01

3.7x

4.0x

Earnings per share quadrupled Q1 2014

Q1 2015

Q1 2014

Q1 2015

(10) refer to Endnote on slide 20

10

CASH BUILDING UP ON DEBT-FREE BALANCE SHEET

Solid operating cash flow underpins increase in cash position

Improving Net Cash (Debt) vs. Declining Gold Price Average $1,669

$1,411 $1,266 $1,218

Eliminated a total of $77 million of debt in 12 months

$32M

$39

($32M)

$30 million revolving credit facility with Société Générale expected to close by end of second quarter ($75M)

2012

2013

2014

Q1 2015

(7)

Net Cash (Debt)

Gold Price Average/oz (London PM Fix)

(7) refer to Endnote on slide 20

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REAFFIRMING GUIDANCE Units

2015 Guidance(4)

Total material mined

(‘000t)

28,500 - 30,500

Ore mined

(‘000t)

6,500 - 7,500

(g/t)

1.40 - 1.60

(‘000t)

3,600 - 3,800

Grade mined Ore milled

Assumptions 

$1,200 per ounce gold price assumption



High-grade Gora deposit comes into production by beginning of Q4 2015



Gora and mill optimization development cost of approximately $125 per ounce included in all-in sustaining costs

Levers / Sensitivities

Head grade Gold

produced(3)

Total cash costs(1)

(g/t)

2.00 - 2.20

(‘000 oz)

200 - 230

$/oz sold

650 - 700

All-in sustaining costs(1)

$/oz sold

900 - 975*

Mine production costs

$ millions

147 - 155

$ millions

49.0 - 58.0

(including royalties)

(net of capitalized deferred stripping)

Capital expenditures



2015 cash costs expected to be in range of $650-$700 with the following sensitivities: – 10% change in currency

$40/oz

– $0.10/litre change in fuel

$20/oz

*All-in sustaining costs exclude Franco-Nevada stream impact of approximately $100/oz as stream is treated as deferred revenue

(1) (3) (4) refer to Endnotes on slide 20

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RICHARD YOUNG PRESIDENT & CEO

NEW THREE-YEAR PRODUCTION PROFILE VS. NI 43-101

NI 43-101 Filed in 2014

3-Year Mine Plan

2015 -2017

250K ounces per annum

230K – 240K ounces per annum (8)

Economics based on $1,350/oz gold

Economics based on $1,200/oz gold

(8) Refer to Endnote on slide 20

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NEW THREE-YEAR COST PROFILE VS. NI 43-101 

Reduction in operating & capital costs due to less material movement



Productivity improvement program



Cost savings



Benefits from mill optimization



Favourable fuel and currency environment

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CATALYSTS FOR FUTURE GROWTH Catalyst

Timing

Impact

Gora

H2 2015

30K – 45K oz

Mill Optimization

2015 - 2016

5% - 10% increase in throughput

Heap Leach

2018E

10% - 20% increase in gold production

Mine License Exploration

2015 - 2019

Extend mine life/add to reserves / increase production

Regional Land Package Exploration

Ongoing

Extend mine life/add to reserves / increase production

(9)

Internal rate of return hurdle is 20%+ (9) Refer to endnote on slide 20

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CATALYSTS FOR FUTURE GROWTH Catalyst

Timing

Impact

Gora

H2 2015

30K – 45K oz

Mill Optimization

2015 - 2016

5% - 10% increase in throughput

Heap Leach

2018E

10% - 20% increase in gold production

Mine License Exploration

2015 - 2019

Extend mine life/add to reserves / increase production

Regional Land Package Exploration

Ongoing

Extend mine life/add to reserves / increase production

(9)

Internal rate of return hurdle is 20%+ (9) Refer to endnote on slide 20

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CATALYSTS FOR FUTURE GROWTH Catalyst

Timing

Impact

Gora

H2 2015

30K – 45K oz

Mill Optimization

2015 - 2016

5% - 10% increase in throughput

Heap Leach

2018E

10% - 20% increase in gold production

Mine License Exploration

2015 - 2019

Extend mine life/add to reserves / increase production

Regional Land Package Exploration

Ongoing

Extend mine life/add to reserves / increase production

(9)

Internal rate of return hurdle is 20%+ (9) Refer to endnote on slide 20

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COMPETENT AND QUALIFIED PERSONS STATEMENT The technical information contained in this presentation is based on, and fairly represents, information compiled by Mr. William Paul Chawrun, P. Eng who is a member of the Professional Engineers of 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 document of the matters based on his compiled information in the form and context in which it appears in this presentation.

ENDNOTES In U.S. dollar amounts unless stated otherwise 1.

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 Financial Measures section in the Company’s 2015 first quarter Management Discussion & Analysis available on the Company’s website at www.terangagold.com. All-in sustaining costs include: total cash costs, administrative expenses (including share based compensation, and excluding corporate depreciation expense and social community costs not related to current operations), capitalized deferred stripping, capitalized reserve development, and mine site sustaining & development capital expenditures as defined by the World Gold Council.

2.

Free cash flow (“FCF”) is defined as operating cash flow less capital expenditures and includes the impact of the Franco-Nevada stream. For 2013 and 2014, FCF is before the OJVG transaction costs.

3.

24,375 gold ounces of production are to be sold to Franco Nevada at 20% of the spot gold price.

4.

Key assumptions: Gold spot price/ounce - US$1,200, Light fuel oil - US$0.95/litre, Heavy fuel oil - US$0.76/litre, US/Euro exchange rate - $1.20, USD/CAD exchange rate - $0.85.Other important assumptions include: any political events are not expected to impact operations, including movement of people, supplies and gold shipments; grades and recoveries will remain consistent with the life-of-mine plan to achieve the forecast gold production; income tax rate for Teranga’s 25% in Senegal, royalty rate is 5%, the Company’s tax holiday ending May 2015, and no unplanned delays in or interruption of scheduled production.

5.

Mineral Reserves and Mineral Resources estimates as at December 31, 2013 as per technical reports and Company disclosure. For more information regarding Teranga Gold’s Mineral Reserves and Resources, please refer to the full National Instrument 43-101 Technical Report released on March 13, 2014 available on the Company’s website at www.terangagold.com.

6.

Over the past several years more than twelve million ounces of measured and indicated resources have been identified within the south eastern Senegal region, including the Massawa, Golouma, Makabingui and Mako projects, along with the Company’s own Sabodala gold mine. With exploration work completed to date and the prior exploration success seen in the area Management believes there is a reasonable basis for an exploration target that would substantiate the annual production targets set by the second and third phases of our vision. However, the potential quantity and grade of an exploration target is conceptual in nature. There has been insufficient exploration to determine a mineral resource of the size required to achieve the production target we have established and there is no certainty that further exploration work will result in the determination of mineral resources or that the production target itself will be realized.

7.

Net cash (debt) is defined as total borrowings and financial derivative liabilities less cash and cash equivalents, bullion receivable and restricted cash.

8.

The production guidance is based on existing proven and probable reserves only from both the Sabodala mining license and Golouma mining license as disclosed in the Company’s December 31, 2014 Annual MD&A.

9.

This production guidance assumes the conversion of a material portion of existing resources into reserves, the successful completion of drilling potential low grade heap leach material from the combined mine license, and the completion of a pre-feasibility study confirming the economics and scale of operations of this proposed project.

10.

In 2014, the Company reassessed the accounting for deferred stripping assets to include amortization of equipment directly related to deferred stripping activity. The impact of this adjustment has been applied retrospectively from January 1, 2012.

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