News !!News Teranga Gold Announces Agreement to Acquire Gryphon Minerals in All Share Transaction Jun 19, 2016 TORONTO, ONTARIO --(Marketwired - June 19, 2016 Teranga Gold Corporation (" Teranga " or the " Company ") (TSX:TGZ)(ASX:TGZ) is pleased to announce that it has entered into a Scheme Implementation Agreement (the " Implementation Agreement ") pursuant to which Teranga will acquire Gryphon Minerals Limited (" Gryphon ") (ASX:GRY). The acquisition (the " Acquisition ") will be effected by way of a scheme of arrangement under the Australian Corporations Act 2001 (the " Arrangement ") pursuant to which Teranga will acquire the entire issued share capital of Gryphon. Under the Arrangement, each share of Gryphon (a " Gryphon Share ") will be exchanged for 0.169 (the " Exchange Ratio ") of: (i) a CHESS Depositary Interest of Teranga (a " Teranga CDI "), which trades on the Australian Securities Exchange (the " ASX ") or, if elected, (ii) a common share of Teranga (a " Teranga Share "), which trades on the Toronto Stock Exchange (the " TSX "). The total consideration offered for all of the outstanding shares of Gryphon is valued at approximately $63 million , based on the closing price of a Teranga Share on the TSX on June 17, 2016 . In conjunction with the Acquisition, Teranga is also pleased to announce that Tablo Corporation , its largest shareholder with an approximate 13% ownership (calculated on a non-dilutive basis), intends to exercise its anti-dilution right that will result in an equity placement in Teranga of approximately $9 million , based on the current trading price of a Teranga Share. Gryphon's key asset is the 90%-owned Banfora gold project (" Banfora "), a fully permitted, high grade, open pit gold project located in Burkina Faso , West Africa , a mining-friendly jurisdiction. Banfora currently has a measured and indicated gold mineral resource of 2.98 million ounces (67.1Mt at 1.39g/t) and an inferred gold mineral resource of 0.66 million ounces (15.9Mt at 1.30g/t) (0.5 g/t lower cut off) (a) . In January 2013 Gryphon announced a proven and probable reserve of 1.05 million ounces (16.7 Mt at 1.95g/t) contained within four open pit deposits as part of a Bankable Feasibility Study on a 2Mtpa CIL operation. The reserve estimate is inclusive of the January 2013 resource of 39.7 Mt @ 2.1 g/t (0.9 g/t lower cut off) (b) . There is potential to add reserves at depth and along strike in each of these deposits, and through a number of exploration targets located on Gryphon's highly prospective land package, each of which is within trucking distance of the proposed mill. Highlights of the Acquisition Advances Teranga toward becoming a multi-jurisdiction, mid-tier gold producer Increases Teranga's proven and probable reserve base by 35% to 3.7 million ounces Potential to grow annual gold production by 50% to 275,000 to 325,000 ounces 1 by mid-2019, while all-in sustaining cash costs are estimated to remain low in the $900 per ounce range Accretive on a per share basis to Teranga's net asset value per share and reserves and resources On a pro forma basis Teranga shareholders will own 85% and Gryphon shareholders will own 15% of the combined entity Provides valuation upside as Teranga accelerates exploration of the Banfora mining area, Golden Hill and Gourma exploration properties in Burkina Faso Inclusive of Gryphon's cash balance and the anti-dilution offering, Teranga's pro forma March 31, 2016 cash balance increases to approximately $80 million 2 Improves Teranga's trading liquidity and increases its pro forma market cap to C$0.5 billion 3 The strength and complementary nature of Gryphon's assets, management team, regional operating experience, exploration expertise and social license gives Teranga a stronger platform to execute on its West African growth initiatives