Mr. Richard Young reports

TERANGA ANNOUNCES FILING OF PRELIMINARY SHORT FORM PROSPECTUS FOR APPROX. $30 MILLION BOUGHT DEAL OFFERING OF COMMON SHARES

Teranga Gold Corp. has filed a preliminary short form prospectus for the previously announced offering, on a bought-deal basis, of 36 million common shares at a price of 83 cents per share for gross proceeds to the company of approximately $30-million. The net proceeds of the offering will be used for working capital and general corporate purposes. The preliminary short form prospectus is available on SEDAR.

"This financing strengthens our balance sheet, and allows us to plan and execute on our growth initiatives, notwithstanding near-term gold price volatility," said Richard Young, president and chief executive officer.

The offering is scheduled to close on or about May 1, 2014, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

Amendments to the incentive stock option plan of the company

Teranga is also announcing amendments made to its incentive stock option plan, which is to be considered for renewal by shareholders of the company at the upcoming annual and special meeting of the company currently scheduled for May 1, 2014. The amendments add certain additional restrictions to the option plan and were made to bring the option plan in line with current governance best practices. The restrictions that were added to the option plan are summarized as follows:

• Teranga has added new Section 1.4(e) to the option plan that provides that grants of options under the option plan to non-executive directors of the company not exceed an equity value of $100,000 to each director per year, provided that grants of options under the option plan, together with grants or awards under all other security-based compensation arrangements of the company to non-executive directors, not exceed an equity value of $150,000 per director per year.
• It has added a restriction that shareholder approval and applicable waiver or consent by the Australian Securities Exchange would also be required for:
  • Any cancellation and reissuance of options;
  • Amendments to the category of eligible persons that may permit the introduction or reintroduction of non-executive directors on a discretionary basis, or amendments that increase limits previously imposed on non-executive director participation set out in Section 1.4(e) of the option plan;
  • Any amendments which would permit options granted under the option plan to be transferable or assignable other than for normal estate settlement purposes;
  • Any amendments to the provisions of the option plan requiring shareholder approval for specified amendments to the option plan that would permit the board of directors of the company to amend the option plan without shareholder approval;
  • Any reduction in the exercise price or extension of the expiry date of an option held by any participant under the option plan.

A copy of the option plan is available on SEDAR and may also be obtained by contacting the company.