Board & Management

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Non-IFRS Financial Measures

This Interactive Data Centre includes measures that do have a standard meaning under International Financial Reporting Standards (“IFRS”) to serve as supplementary information that management believes may be useful to investors to explain Teranga’s financial results. These measures are intended to provide additional information only and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Such non-IFRS measures include, “total cash costs”, “total cash costs per ounce sold”, “all-in sustaining costs” (“AISC”), “AISC (excluding cash / (non-cash) inventory movements and amortized advanced royalty costs)”, “AISC per ounce”, “AISC (excluding cash / (non-cash) inventory movements and amortized advanced royalty costs) per ounce”, “average realized gold price”, “earnings before interest, taxes, depreciation and amortization” (“EBITDA”), “free cash flow”, “adjusted net profit attributable to shareholders” and “adjusted basic earnings per share”. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently.

Beginning in the second quarter of 2013, we adopted an “all-in sustaining costs” measure consistent with the guidance issued by the World Gold Council (“WGC”) on June 27, 2013. Teranga believes that the use of all-in sustaining costs is helpful to analysts, investors and other stakeholders of Teranga in assessing its operating performance, its ability to generate free cash flow from current operations and its overall value. This measure is helpful to governments and local communities in understanding the economics of gold mining. The “all-in sustaining costs” is an extension of existing “cash cost” metrics and incorporate costs related to sustaining production.

“Total cash costs per ounce sold” is a common financial performance measure in the gold mining industry but has no standard meaning under IFRS. Teranga reports total cash costs on a sales basis. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate Teranga’s performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure, along with sales, is considered to be a key indicator of a Company’s ability to generate operating profits and cash flow from its mining operations.

Total cash costs figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is considered the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measure of other companies.

The WGC definition of all-in sustaining costs seeks to extend the definition of total cash costs by adding corporate general and administrative costs, reclamation and remediation costs (including accretion and amortization), exploration and study costs (capital and expensed), capitalized stripping costs and sustaining capital expenditures and represents the total costs of producing gold from current operations. All-in sustaining costs exclude income tax payments, interest costs, costs related to business acquisitions and items needed to normalize profits. Consequently, this measure is not representative of all of Teranga’s cash expenditures. In addition, the calculation of all-in sustaining costs and all in costs does not include depreciation expense as it does not reflect the impact of expenditures incurred in prior periods. Therefore, it is not indicative of Teranga’s overall profitability.

Teranga also expands upon the WGC definition of all-in sustaining costs by presenting an additional measure of “all-in sustaining costs (excluding cash / (non-cash) inventory movements and amortized advanced royalty costs)”. This measure excludes cash and non-cash inventory movements and amortized advanced royalty costs which management does not believe to be true cash costs and are not fully indicative of performance for the period.

“Total cash costs per ounce”, “all-in sustaining costs per ounce” and “all-in sustaining costs (excluding cash / (noncash) inventory movements and amortized advanced royalty costs)” are intended to provide additional information only and do not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently. The following tables reconcile these non-IFRS measures to the most directly comparable IFRS measure.

“Average realized price” is a financial measure with no standard meaning under IFRS. Management uses this measure to better understand the price realized in each reporting period for gold and silver sales. Average realized price is calculated on revenue and ounces sold to all customers, except Franco-Nevada, as gold ounces sold to Franco-Nevada is recognized in revenue at 20 percent of the prevailing gold spot price on the date of delivery and 80 percent at $1,250 per ounce. The average realized price is intended to provide additional information only and does not have any standardized definition under IFRS; it should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently.

“Earnings before interest, taxes, depreciation and amortization” (“EBITDA”) is a non-IFRS financial measure, which excludes income tax, finance costs (before accretion expense), interest income and depreciation and amortization from net profits. EBITDA is intended to provide additional information to investors and analysts and do not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Management believes that EBITDA is a valuable indicator of our ability to generate liquidity by producing operating cash flow to: fund working capital needs, service debt obligations, and fund capital expenditures.

“Free cash flow” is a non-IFRS financial measure. Teranga calculates free cash flow as net cash flow provided by operating activities less sustaining capital expenditures. Teranga believes this to be a useful indicator of our ability generate cash for growth initiatives. Other companies may calculate this measure differently.

Starting in 2018, Teranga adopted “adjusted net profit attributable to shareholders” and “adjusted basic earnings per share” as new non-IFRS financial measures. These non-IFRS financial measures are used by management and investors to measure the underlying operating performance of Teranga. Presenting these measures from period to period is expected to help management and investors evaluate earnings trends more readily in comparison with results from prior periods.

Teranga calculates “adjusted net profit attributable to shareholders” as net profit attributable to shareholders adjusted to exclude specific items that are significant, but not reflective of the underlying operations of Teranga, including: the impact of unrealized and realized foreign exchange gains and losses, gains and losses on derivative instruments, accretion expense on long-term obligations, impairment provisions and reversals thereof, and other unusual or non-recurring items. During the second quarter of 2018, Teranga also excluded the impact of foreign exchange movements on deferred taxes and other non-cash fair value changes from adjusted net profit attributable to shareholders as management does not believe these factors to be reflective of the underlying performance of Teranga.

“Adjusted basic earnings per share” is calculated using the weighted average number of shares outstanding under the basic method of earnings per share as determined under IFRS.

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  • Board of Directors
  • Management
Portrait

Alan R. Hill, Chairman
Non-Independent

Mr. Hill most recently served as a director of Gold Fields Ltd from 2009 to 2016. He previously served as President and CEO of Gabriel Resources Ltd., from May 2005 to March 2009. At Gabriel he led a team that redesigned the Rosia Montana project, a large-scale gold project in Europe, to be fully compliant with the strict new standards set by the European Union. Prior to leading Gabriel, Mr. Hill served from 2004 through 2007 as Non-Executive Chairman of Alamos Gold Inc., a gold company constructing its first mine in Mexico. Before retiring in 2003, Mr. Hill spent 20 years at Barrick where, as Executive Vice President, Development, he oversaw project evaluations, acquisitions and development of many of Barrick’s major mines in North America, South America, Africa and Australia. Mr. Hill holds undergraduate and graduate degrees in mining engineering and rock mechanics from Leeds University in the U.K.

Committees: Technical, Safety & Environment Committee, Corporate Social Responsibility Committee, and Risk Management Committee (Chair)

Portrait

Richard Young, President and Chief Executive Officer
Non-Independent Director

Richard Young is the President and Chief Executive Officer of Teranga Gold. Mr. Young is on the board of the World Gold Council. He culminates over 25-years of extensive experience in the gold industry. A Chartered Professional Accountant, Mr. Young joined Barrick Gold Corporation (ABX-T) in 1991 and served in a series of positions of increasing responsibility in finance, corporate development, investor relations and mine development. Prior to joining Teranga in 2010, Mr. Young served as Vice President and Chief Financial Officer of Gabriel Resources Ltd. for five years. Mr. Young holds a Bachelor of Economics from the University of Western Ontario as well as a Graduate Diploma in Public Accountancy from McGill University.

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Jendayi Frazer, Independent Director

Dr. Jendayi Frazer is the President and CEO of 50 Ventures, LLC, a strategic consulting and investment firm focused on Africa, and Managing Partner of Africa Exchange Holdings, Ltd., a private sector initiative to build Africa’s equity and commodity markets. Dr. Frazer is on the Board of Directors at the East Africa Exchange Ltd. and MasterCard Foundation, an independent organization promoting financial inclusion and youth learning in Africa. She is also an Adjunct Senior Fellow for Africa Studies at the Council on Foreign Relations and a Distinguished Public Service Professor at Carnegie Mellon University since 2009. The first woman U.S. Ambassador to South Africa in 2004, Ambassador Frazer was the leading architect of U.S. - Africa policy for nearly a decade, most recently serving as U.S. Assistant Secretary of State for African Affairs from 2005-2009, and Special Assistant to the President and Senior Director for African Affairs on the National Security Council from 2001-2009. Dr. Frazer holds a B.A. in Political Science and African and Afro-American Studies, M.A. degrees in International Policy Studies and International Development Education, and a Ph.D. in Political Science, all from Stanford University.

Committees: Corporate Social Responsibility Committee (Chair) and Corporate Governance & Nominating Committee

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William Biggar, Independent Director

Mr. Biggar is a Corporate Director who has held senior executive positions in the mining, real estate, and investment industries. From 2008 to 2012, Mr. Biggar was President and Chief Executive Officer of North American Palladium Ltd, one of only two primary palladium producers in the world. Prior to that, he was Managing Director at private equity firm Richardson Capital Ltd. from 2004 to 2007, and President and Chief Executive Officer of TSX/NYSE listed Granite REIT from 2003 to 2004. Mr. Biggar has also worked in senior executive positions with Magna International Inc. and Barrick Gold Corporation, and Managing Director positions with a focus on mergers and acquisitions at Merrill Lynch Canada and UBS Securities. Mr. Biggar has served on the board of a number of public and private companies and is currently on the board of TSX-listed Milestone Apartments REIT and True North Commercial REIT. Mr. Biggar is a CPA, CA and holds a Bachelor of Commerce degree and a Master of Business Administration from the University of Toronto.

Committees: Finance Committee (Chair), Audit Committee and Compensation Committee.

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Edward S. Goldenberg, Independent Director

Mr. Goldenberg is a senior partner at the law firm of Bennett Jones LLP where he has a corporate practice, advising clients on governance issues, public policy and government relations. Mr. Goldenberg has a distinguished background working with the Government of Canada, having been the Senior Policy Advisor to the Prime Minister of Canada (1993-2003) and the Prime Minister's Chief of Staff (2003). Prior to these roles, Mr. Goldenberg acted in various capacities in the federal government, including in all the major economic departments and as General Constitutional Advisor to the Minister of Justice (1980-1982). In 2013, Mr. Goldenberg was named as a Member of the Order of Canada "for his contributions to public policy in Canada". He is one of the authors of the Charter of Rights and Freedoms. Mr. Goldenberg was awarded an Honourary Doctorate of Laws from McGill University in 2004. Mr. Goldenberg is a board member of the Canadian International Council, a nonpartisan, nationwide council established to strengthen Canada's role in international affairs. Mr. Goldenberg holds a BA, MA and BCL from McGill University and also studied at the Institut d'Études Politiques de Paris (France).

Committees: Finance Committee and Technical Committee

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Christopher R. Lattanzi, Independent Director

Mr. Lattanzi is currently a director of Argonaut Gold Inc. and Spanish Mountain Gold Ltd. Mr. Lattanzi is an associate consultant for Micon International Limited, having been the founding member of Micon in 1988 and serving as its president from formation until 2005. Prior to 1988, Mr. Lattanzi was a consultant with David Robertson and Associates, Micon International Limited’s predecessor firm. Mr. Lattanzi has invaluable experience in property valuation, scoping, feasibility studies and project monitoring on a global basis. Mr. Lattanzi was appointed a director of Meridian Gold Inc. in 1999 and was chairman of the board from mid-2004 until December 2006. He holds a B.Eng (Mining) from Melbourne University.

Committees: Technical, Safety & Environmen Committee (Chair), Audit Committee, Corporate Governance & Nominating Committee and Risk Management Committee

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David Mimran, Independent Director

As a director and Teranga’s largest shareholder, Mr. Mimran brings to the team tremendous knowledge and experience in operating within West Africa. He is currently CEO of Grands Moulins d’Abidjan and Grands Moulins de Dakar, one of the largest producers of flour and agri-food in West Africa. Furthermore, Mr. Mimran is head of Tablo Corporation, Miminvest SA, and Mimran Natural Resources, all established as investment vehicles into West Africa’s natural resource sector by Mr. Mimran and the Mimran Group, a family conglomerate with a history of successful business operations in Africa and Europe. Previous roles included Vice Chairman and founding partner of Breeden Partners, L.P. from 2006 to 2012, an actively managed investment fund focused on value generation in U.S. public companies, and Vice Chairman of Milestone Merchant Partners, a Washington-based investment bank from 2003 to 2005. Prior to 2003, Mr. Mimran served as the President of several food processing, grain and shipping companies across Europe and West Africa. He has served as a director and principal to the Bank of West Africa (CBAO), one of the largest banking groups in the region, as well as Archer Daniels Midland Company. He is currently a director of the Mimran Group, and on Board of Trustees for Mount Sinai Hospital in New York City. Mr. Mimran currently acts as Special Advisor to the government of the Republic of Cote D'Ivoire where he has led negotiations with the International Monetary Fund, the World Bank, the European Union, and the Government of the Republic of France. Committees: Finance Committee and Corporate Social Responsibility Committee

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Alan R. Thomas, Independent Director

Mr. Thomas has been a director/trustee and Chief Financial Officer of Labrador Iron Ore Royalty Corporation (formerly Labrador Iron Ore Trust) since 2004. Mr. Thomas served on the board of directors of Gabriel Resources Ltd. from May 2006 until June 2010. From 2000 to 2006, Mr. Thomas held the position of Vice-President and Chief Financial Officer of ShawCor Ltd., an energy services firm headquartered in Toronto with manufacturing and service operations around the world. Previously, he was the CFO of Noranda Inc. from 1987 to 1998. Mr. Thomas is a Chartered Professional Accountant and graduate of the University of Toronto.

Committees: Audit Committee (Chair), Compensation Committee and Risk Management Committee

Portrait

Frank Wheatley, Independent Director

Mr. Wheatley is Chief Executive Officer and director of Yellowhead Mining Inc. Mr. Wheatley was most recently Executive Director, Corporate Affairs and Strategy of Talison Lithium Limited. Mr. Wheatley is currently also a member of the board of directors of Selwyn Resources Ltd. Mr. Wheatley was the Vice-President and General Counsel of Gabriel Resources Ltd., from 2000 to 2009, and prior to which, the President and Chief Operating Officer of Gabriel Resources Ltd. from March 1999 to October 2000. Before joining Gabriel Resources Ltd., Mr. Wheatley was Vice-President, Legal Affairs of Eldorado Gold Corporation. Mr. Wheatley has 28 years experience as a director and senior officer of, and legal counsel to, a number of Canadian public mining companies and has extensive legal and business experience in the mineral industry, particularly in the areas of public financing, project debt financing, permitting of large-scale mining projects, and strategic mergers and acquisitions in the international minerals industry. Mr. Wheatley received his Bachelor of Commerce and LL.B. degrees from the University of British Columbia.

Committees: Corporate Governance & Nominating Committee (Chair) and Compensation Committee (Chair)

Portrait

Richard Young, President and Chief Executive Officer
Non-Independent Director

Richard Young is the President and Chief Executive Officer of Teranga Gold. Mr. Young is on the board of the World Gold Council. He culminates over 25-years of extensive experience in the gold industry. A Chartered Professional Accountant, Mr. Young joined Barrick Gold Corporation (ABX-T) in 1991 and served in a series of positions of increasing responsibility in finance, corporate development, investor relations and mine development. Prior to joining Teranga in 2010, Mr. Young served as Vice President and Chief Financial Officer of Gabriel Resources Ltd. for five years. Mr. Young holds a Bachelor of Economics from the University of Western Ontario as well as a Graduate Diploma in Public Accountancy from McGill University.

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Paul Chawrun, Chief Operating Officer

Mr. Chawrun has been part of the Teranga team since September 2012 where he previously served as Teranga’s Vice President, Technical Services, playing a fundamental role in steering the successful acquisition and integration of the Oromin Joint Venture Group (“OJVG”) property, the development of the high-grade Gora satellite deposit, and driving several high-return organic growth initiatives. Prior to Teranga, he served in a number of senior management positions for organizations focused on project development, including Director of Technical Services for Detour Gold from 2009-2011. Initially a geologist with Corona Corporation starting in 1988, he worked in mine operations from 1993 to 2006 where he continually advanced his responsibility in technical and operating roles for Fording Coal (now part of Teck Resources) and Suncor Energy. A professional engineer, Mr. Chawrun is a graduate from Queen's University in mining engineering, also holding degrees in geology from McMaster University and a Master's of Business Administration from Athabasca University.

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Navin Dyal, Senior Vice President & Chief Financial Officer

Mr. Dyal joined the company from Barrick Gold Corporation after 7 years where he was most recently head of finance for the Copper Business Unit. His progressive, expansive experience includes roles that were close to the operations and spans all areas of finance such as planning, budgeting, implementing key projects, internal controls, external reporting, working on highly complex accounting transactions and training staff globally. Mr. Dyal began his career in one of the largest accounting firms. He holds a Bachelor of Commerce degree from the University of Toronto and is a Chartered Professional Accountant.

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David Savarie, Senior Vice President, General Counsel, Corporate Affairs and People

Mr. Savarie most recently served as Deputy General Counsel and Corporate Secretary of Gabriel Resources Ltd., from January 2007 to November 2010. Before joining Gabriel in 2007, Mr. Savarie served as Corporate Counsel to a contract manufacturer in the pharmaceutical industry, prior to which he was in private practice with the law firm of Miller Thomson LLP in Toronto. Mr. Savarie received his Bachelor of History from the University of Western Ontario and his Bachelor of Laws from Queen’s University.

Portrait

David Mallo, Vice President, Exploration

Mr. Mallo has over 35 years of mineral exploration experience predominantly in project evaluation and management of exploration programs. Mr. Mallo was an integral part of the acquisition, discovery, and exploration team at the world-class Eskay Creek gold deposit in northern British Columbia as Manager-Advanced Projects with Prime Explorations Ltd. As Executive Vice President of Exploration for Adrian Resources Ltd., Mr. Mallo managed exploration programs through feasibility at the world-class Petaquilla copper-gold property in Panama. More recently, Mr. Mallo was the Vice President of Exploration for Oromin Explorations Ltd. at the OJVG Gold Project in Senegal where he was responsible for the advanced exploration campaigns from its 2004 inception through feasibility and merger with Teranga in 2013. While managing the exploration program, the project progressed from a grassroots property to a viable multi-million-ounce gold property hosting numerous gold discoveries, including Teranga's Masato and Golouma deposits. Mr. Mallo holds a Bachelor of Science (Specialist) degree from Brandon University.

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Leily Omoumi, Vice President, Corporate Development

Leily Omoumi has over 15 years of experience in the mining industry and capital markets. Most recently, Ms. Omoumi was at BMO Global Asset Management, where she had sole responsibility for mining and small to mid-cap energy equity investments. Prior to that role, she was a sell-side precious metals equity research analyst at Scotia Capital. Ms. Omoumi began her career in mining at Hatch Consulting, a global engineering firm, focusing on the engineering design, analysis, feasibility, and commissioning of mining projects. She completed her BSc in Mechanical Engineering at the University of Toronto, and earned an MBA in Finance from the Rotman School of Management at the University of Toronto.
Portrait

Aziz Sy, Regional General Manager, West Africa

Since 2014, Mr. Sy has been an integral member of Teranga Gold’s senior management team, acting as Teranga’s primary government liaison in West Africa and ensuring compliance with the company’s in-country obligations and its corporate code of conduct. Mr. Sy has developed and maintains the long-term strategic plan for Teranga’s community relations and environmental management departments and also supports the company’s strategic growth initiatives, with a particular focus on permitting and lease approvals. Prior to joining Teranga, Mr. Sy served as Vice President Senegal Operations for the Oromin Joint Venture Group (2010-2014), Senior Manager Exploration of Lonmin for West and Central Africa (2007-2010) and Randgold Resources’ Country and Exploration Manager for Senegal (1995-2007). Mr. Sy is a geological engineer with a M.Sc. and MBA from Université du Québec.