Teranga Gold's Scheme of Arrangement With Gryphon Receives Court Approval

TORONTO, ONTARIO--(Marketwired - Sept. 28, 2016) - Teranga Gold Corporation ("Teranga" or the "Company") (TGZ.TO)(TGZ.TO) is pleased to announce that the Federal Court of Australia in Perth has today made orders approving the scheme of arrangement ("Scheme") pursuant to which Teranga will acquire all of the issued and outstanding shares of Gryphon Minerals Limited ("Gryphon") (GRY.AX).

The record date for the Scheme, to determine the holders of Gryphon shares entitled to receive Teranga Shares or Chess Depository Interests ("CDIs"), is October 6, 2016. Teranga and Gryphon are working to complete implementation of the Scheme as soon as practicable following the Scheme becoming effective and expect the implementation date to be October 13, 2016. Upon implementation, Teranga shares or CDIs will be issued to Gryphon shareholders.

About Teranga Gold

Teranga is a Canadian-based gold company listed on the Toronto Stock Exchange (TGZ.TO) and Australian Securities Exchange (TGZ.TO). Teranga is principally engaged in the production and sale of gold, as well as related activities such as exploration and mine development in West Africa.

Teranga's mission is to create value for all of its stakeholders as it pursues its vision to be a pre-eminent mid-tier gold producer in West Africa. Operating in accordance with the highest international standards and using the best available techniques, Teranga strives to set the benchmark for responsible mining and to be a catalyst for sustainable economic, environmental and community development. For more information, please refer to www.terangagold.com.

Forward-Looking Statements

This press release 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's future business prospects and opportunities. Wherever possible, words such as "plans", "expects", "does not expect", "scheduled", "indications", "potential", "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", "will", or are "likely" to be taken, occur or be achieved, have been used to identify such forward-looking information. Specific forward-looking statements in this press release include the timing of completion of the Arrangement and the Acquisition. Although the forward-looking information contained in this press release 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 but that may prove to be incorrect. These assumptions include, among other things, courses of action. Teranga cautions you not to place undue reliance upon any such forward-looking statements.

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 Teranga's Annual Information Form dated March 30, 2016, and in other filings of Teranga 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. All references to Teranga include its subsidiaries unless the context requires otherwise.