Board & Management

Disclaimer

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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)

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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. Frazer is the President and CEO of 50 Ventures, LLC, a strategic consulting and investment firm focused on Africa. She is also Managing Partner of Africa Exchange Holdings, Ltd., a private sector initiative to build Africa’s equity and commodity markets. She serves as Chairman of the Board of Directors at the Africa Exchange Holdings Company Ltd. and the East Africa Exchange Ltd., agricultural commodity exchanges in Nigeria and Rwanda respectively. She is also a Director of the MasterCard Foundation, an independent organization promoting financial inclusion and youth learning in Africa. She was a Distinguished Public Service Professor at Carnegie Mellon University, where she was on faculty at the Heinz College School of Public Policy and Management and in the Department of Social and Decision Sciences. She was also the Director of Carnegie Mellon University’s Center for International Policy and Innovation and is an Adjunct Senior Fellow for Africa Studies at the Council on Foreign Relations where she chairs the “Africa Strategic Opportunities” high-level roundtable series. Dr. Frazer was the first female U.S. Ambassador to South Africa in 2004 through 2005, she was the leading architect of U.S. - Africa policy for nearly a decade, and thereafter served as the U.S. Assistant Secretary of State for African Affairs to President Bush and Senior Director for African Affairs at the National Security Council from 2005 to January 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.

Areas of Expertise: International Development, Finance and Capital Markets, Government Relations

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 CEO of TSX-listed North American Palladium Ltd, the world’s only pure play palladium producer. Prior to that, he was Managing Director at the private equity firm Richardson Capital Ltd. from 2004 to 2007, and President and CEO of TSX/NYSE listed Granite REIT from 2003 to 2004. Mr. Biggar has also held senior executive positions with Magna International Inc. and Barrick Gold Corporation, and Managing Director positions (with a particular emphasis on mergers and acquisitions) at Merrill Lynch Canada and UBS Securities. He has further experience serving on the board of a number of public and private companies and is currently on the board of TSX-listed True North Commercial REIT. Mr. Biggar is a CPA, CA and holds Bachelor of Commerce and Master of Business Administration degrees from the University of Toronto.

Areas of Expertise: International Finance and Capital Markets, Metals and Mining, Real Estate

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 from 1993 to 2003 and the Prime Minister's Chief of Staff in 2003. Prior to these roles, he acted in various capacities in the federal government, including in all the major economic departments and as 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. He was awarded a Honourary Doctorate of Laws from McGill University in 2004. Mr. Goldenberg holds a BA, MA and BCL from McGill University and also studied at the Institut d'Études Politiques de Paris (France).

Areas of Expertise: Legal, Government Relations, International Business

Committees: Finance Committee and Technical, Safety & Environmental Responsibility 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. He also serves as an associate consultant for Micon International Ltd. (“Micon”). Mr. Lattanzi was the founding member of Micon in 1988 and served as its President from formation until mid-2005. Prior to 1988, Mr. Lattanzi was a consultant with David Robertson and Associates, Micon International’s predecessor firm. Mr. Lattanzi was appointed a director of Meridian Gold Inc. in 1999 and was chairman of the board from mid-2004 until December 2006. Having worked within the mineral industry for almost 60 years, he brings invaluable experience in property valuation, scoping, feasibility studies and project monitoring on a global scale. Mr. Lattanzi holds a Bachelor of Engineering degree in Mining from Melbourne University.

Areas of Expertise: Metals and Mining (Technical), International Business

Committees: Technical, Safety & Environmental Responsibility 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 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, he was the President of several food processing, grain and shipping companies across Europe and West Africa. Mr. Mimran 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. Mr. Mimran is currently a director of the Mimran Group.

Areas of Expertise: International Development, Finance and Capital Markets, Government Relations.

Committees: Finance Committee and Corporate Social Responsibility Committee

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Alan R. Thomas, Independent Director

Mr. Thomas has been the CFO of Labrador Iron Ore Royalty Corporation (formerly Labrador Iron Ore Trust) since 2006, and served on its board of directors from 2004 to 2016. Mr. Thomas served on the board of directors of Gabriel Resources Ltd. from May 2006 until June 2010. From 2000 to 2006, he held the position of Vice-President and CFO 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.

Areas of Expertise: Finance and Accounting, Metals and Mining, International Business

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

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Frank Wheatley, Independent Director

Mr. Wheatley was formerly CEO of Karmalyte Resources Inc., a position he had held since February 2018. Prior to that, he was the CEO and director of Yellowhead Mining Inc, from 2013 through January 2018. Mr. Wheatley served as the Executive Director, Corporate Affairs and Strategy of Talison Lithium Ltd., the world’s largest lithium producer, from January 2010 until March 2013 when it was acquired by Chengdu Tianqi Industry (Group) Co through a hostile take-over bid. Mr. Wheatley was the Vice-President and General Counsel of Gabriel Resources Ltd., from 2000 to 2009, and prior to which, the President and COO 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 35 years of 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.

Areas of Expertise: Legal, International Finance and Capital Markets, Metals and Mining, International Business

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

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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.

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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.
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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.

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Chantal Da Silva, Vice President, Legal Affairs

Ms. Da Silva has over 15 years’ legal experience as a solicitor at international law firms and as corporate counsel advising private and public companies on corporate finance transactions, M&A and corporate/commercial matters in the natural resources and financial services industries in Canada, Europe and West Africa. Before joining Teranga, Ms. Da Silva worked at Aon PLC and Fraser Milner Casgrain LLP (now Dentons Canada) in Toronto. Ms. Da Silva holds a Bachelor of Political Science & History (B.A.) from McGill University in addition to a Licentiate in Law (LL.L.) and a Juris Doctor (J.D.) from the University of Ottawa. Ms. Da Silva also completed a portion of her legal studies at the Faculties of Law at both the Sorbonne & Pantheon Assas Universities in Paris, France. Ms. Da Silva is currently based at Teranga’s branch office in Paris.
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Nancy Lee, Vice President, Human Resources

Nancy Lee was appointed to the role of Vice President, Human Resources in 2018. Since joining Teranga in 2012, Ms. Lee has held several management roles within the HR function. She is responsible for developing talent across the Company and has led our succession planning and talent mobility programs to enable our growth in West Africa. Ms. Lee has over 20 years of experience in human resources with a focus on talent management with global companies across several industries in Africa, Asia, North America. Prior to joining Teranga Gold, Ms. Lee held the role of Director, Talent Management at Manulife Financial where she led projects in Asia and North America. She holds a Bachelor’s degree from McMaster University in Hamilton, Ontario.
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Gwennael Guillen, Vice President Corporate Social Responsibility

With nearly 25 years of professional experience in a wide variety of environments around the world, Ms. Guillen has been working as an expert in Health Safety, Environment and Community Relations on mining projects for 12 years. She studied in France and holds degrees in Chemical Engineering and Health and Environmental Engineering, and has completed the Executive Program at Queen’s University.