Teranga Announces Formal Offer to Acquire Oromin Explorations Ltd.

Teranga Announces Formal Offer to Acquire Oromin Explorations Ltd. 
TSX Trading Symbol: TGZ
ASX Trading Symbol: TGZ 
TORONTO, June 19, 2013 /CNW/ - Teranga Gold Corporation ("Teranga") (TSX and 
ASX:TGZ) announces that it has formally commenced its offer (the "Offer") to 
acquire all of the outstanding common shares ("Oromin Shares") of Oromin 
Explorations Ltd. ("Oromin") that it does not already own by mailing an offer 
and take-over bid circular (collectively, the "Circular") and related 
documents to the Oromin security holders as required under applicable 
securities laws. 
Pursuant to the Offer, Oromin shareholders would receive 0.582 of a Teranga 
common share ("Teranga Share") for each Oromin Share held. The Offer 
constitutes 80,000,000 Teranga Shares being offered to Oromin shareholders, 
including Teranga's interest in Oromin. The Offer represents a premium of 
50% to the 20 trading day volume-weighted average price ("VWAP") of the Oromin 
Shares on the Toronto Stock Exchange (the "TSX") for the period ending May 31, 
2013, the last trading day before the announcement by Teranga of its intention 
to make the Offer (and based on the 20-day VWAP of the Teranga Shares on the 
TSX for the same period) and a premium of 68.7% to the closing price of the 
Oromin Shares on the TSX on May 31, 2013 (based on the closing price of the 
Teranga Shares on the TSX on the same date). 
The Offer is open for acceptance until 9:00 pm (Toronto time) on July 30, 2013 
(the "Expiry Time"), unless the Offer is extended or withdrawn. 
Teranga currently owns 18,699,500 Oromin Shares, representing approximately 
13.6% of the outstanding Oromin Shares. IAMGOLD Corporation has entered into a 
lock-up agreement with Teranga on previously disclosed terms pursuant to which 
it has agreed to tender its 16,088,636 Oromin Shares, representing 
approximately 11.7% of the outstanding Oromin Shares, to the Offer. Together, 
this represents approximately 25.3% of the outstanding Oromin Shares. 
"The new relationship and support that we have established with the Government 
of Senegal has positioned us to pursue the long awaited acquisition of our 
neighbour - Oromin" said Richard Young, President and CEO. He continued, 
"This is a transformational transaction for Teranga, one in which all 
shareholders would participate in value creation by virtue of the development 
of the Oromin assets as we leverage off of our existing infrastructure". 
In addition to customary conditions, the Offer is conditional upon there 
having been validly deposited under the Offer and not withdrawn, at or prior 
to the Expiry Time, such number of Oromin Shares which are necessary to 
constitute at least 66 2/3% of the outstanding Oromin Shares (on a fully 
diluted basis), including Oromin Shares held by Teranga and its affiliates and 
a "majority of the minority" in the context of any subsequent acquisition 
transaction, approval of the shareholders of Teranga for the Teranga Shares to 
be issued under the Offer, obtaining all required governmental, stock 
exchange, and regulatory approvals, no material adverse change occurring in 
Oromin, and the Oromin Joint Venture Group Ltd. Shareholders Agreement being 
in the form filed as June 3, 2013 with the Canadian securities regulatory 
authorities on SEDAR. If sufficient Oromin Shares are validly deposited under 
the Offer and not withdrawn, Teranga intends, but is not required, to take the 
appropriate steps either by way of compulsory acquisition or subsequent 
acquisition transaction to acquire the remaining outstanding Oromin Shares. 
Details regarding these and the other terms of the Offer are set out in the 
Circular, which has been filed by Teranga with the Canadian securities 
regulatory authorities and will be available for review on the Company's 
website at www.terangagold.com and on the Canadian SEDAR website at 
www.sedar.com. Oromin shareholders are urged to read the Circular carefully 
and in its entirety since it contain additional important information 
concerning the Offer. 
Teranga also announced that Bendon International Ltd. ("Bendon") has commenced 
an action against Teranga and Oromin in Ontario court seeking an unspecified 
amount of damages and seeking an injunction to prevent the Offer from 
proceeding. Teranga believes that this litigation is without merit and 
intends to vigorously defend itself. It is also a condition of the Offer 
that this litigation, and any other litigation that may be commenced by 
Bendon, be dismissed or settled to the satisfaction of Teranga. 
Teranga has also filed with the U.S. Securities and Exchange Commission (the 
"SEC") a Registration Statement on Form F-80 and a tender offer statement on 
Schedule 14D-1F, each of which will include the Circular, and other documents 
and information. Shareholders may obtain these documents free of charge at 
the SEC's website at www.sec.gov and such documents will also be available for 
review on the Company's website at www.terangagold.com. SHAREHOLDERS ARE 
URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE 14D-1F, THE OFFER AND 
CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, AS WELL AS 
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN 
IMPORTANT INFORMATION. 
This press release does not constitute an offer to sell or a solicitation of 
an offer to buy any securities in any state in the United States in which such 
offer or solicitation is unlawful. 
Copies of the Circular and any other Offer documents referred to above may 
also be obtained free of charge upon request made to the Corporate Secretary 
of Teranga at 121 King Street West, Suite 2600, Toronto, Ontario, M5H 3T9, 
Canada. 
Kingsdale Shareholder Services Inc. ("Kingsdale") is the Depositary and 
Information Agent for the Offer. Oromin shareholders may contact Kingsdale 
at: 
Toll Free (North America): 1-866-229-8651
Outside North America Call Collect: 1-416-867-2272
Email: contactus@kingsdaleshareholder.com 
Teranga has engaged Cormark Securities Inc. to act as financial advisor to 
Teranga in connection with the Offer. In addition, Teranga has also engaged 
Cormark Securities (USA) Limited, a United States licensed broker dealer 
affiliated with Cormark Securities Inc., to act as soliciting agent to provide 
information to Oromin shareholders in each state in which it is a licensed 
broker-dealer in connection with the Offer. Cormark Securities (USA) Limited 
can be contacted at Suite 2800, 200 Bay Street, Toronto, Canada, M5J 2J2, 
Attention: Jeff Kennedy or by telephone at 1-800-461-2275, by email at 
jkennedy@cormark.com, or by facsimile at 416-943-6496. Oromin shareholders 
in other U.S. states may contact Kingsdale. 
About TERANGA 
Teranga is a Canadian-based gold company listed on the Toronto Stock Exchange 
(TSX: TGZ) and Australian Securities Exchange (ASX: TGZ). Teranga is 
principally engaged in the production and sale of gold, as well as related 
activities such as exploration and mine development. 
Teranga's mission is to create value for all of its stakeholders through 
responsible mining. Its vision is to explore, discover and develop gold mines 
in West Africa, in accordance with the highest international standards, and to 
be a catalyst for sustainable economic, environmental and community 
development. All of its actions from exploration, through development, 
operations and closure will be based on the best available techniques. 
Forward-Looking Statements 
This news release contains certain statements that constitute forward-looking 
information and forward-looking statements within the meaning of applicable 
securities laws (collectively, "forward-looking statements") and includes 
statements relating to the timing and the terms and benefits of the Offer. 
Such forward-looking statements involve known and unknown risks, uncertainties 
and other factors that may cause the actual results, performance or 
achievements of Teranga, or developments in Teranga's business or in its 
industry, or with respect to the Offer, to differ materially from the 
anticipated results, performance, achievements or developments expressed or 
implied by such forward-looking statements. Forward-looking statements 
include all disclosure regarding possible events, conditions or results of 
operations that is based on assumptions about, among other things, future 
economic conditions and courses of action, and assumptions related to 
government approvals, the co-operation of the other OJVG shareholders and 
anticipated costs and expenditures. The words "poised", "gives", "expect", 
"its vision", "plan", "support", "assist", "commit to", "will not", "intend", 
"intends to" and similar expressions identify forward looking statements. 
Forward-looking statements may also include, without limitation, any statement 
relating to future events, conditions or circumstances. Teranga cautions you 
not to place undue reliance upon any such forward-looking statements, which 
speak only as of the date they are made. There is no guarantee that the 
terms and conditions to the Offer will be met or that the anticipated benefits 
of the Offer will be achieved. The risks and uncertainties that may affect 
forward-looking statements include, among others: economic market conditions, 
anticipated costs and expenditures, government approvals, co-operation of each 
of the OJVG shareholders; and other risks detailed from time to time in 
Teranga's filings with Canadian provincial securities regulators. 
Forward-looking statements are based on management's current plans, estimates, 
projections, beliefs and opinions, and, except as required by law, 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 news release should be construed as either 
an offer to sell or a solicitation to buy or sell Teranga securities. 
Kathy Sipos,Vice-President, Investor & Stakeholder Relations T: +1 
416-594-0000 | E:ksipos@terangagold.com 
SOURCE: Teranga Gold Corporation 
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CO: Teranga Gold Corporation
ST: Ontario
NI: MNG PCS MNA  
-0- Jun/20/2013 03:21 GMT