Governance

Governance

Open and transparent

Disclaimer

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Teranga Gold Corporation (“Teranga”) has no control over the External Site, any data or other content contained therein or any additional linked websites. The link to the External Site is provided for convenience purposes only.

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If in any jurisdiction, any part of this disclaimer is held to be unenforceable by a court of competent jurisdiction, such part of this disclaimer shall be restricted or eliminated to the minimum extent and the remaining disclaimer shall otherwise remain in full force and effect.

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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Our Approach to Governance

Teranga has solid government relationships and is well positioned to manage political risks to our business. This is, in large part, due to the strength of our partnerships at all levels of government, our ability to maintain good standing within our mining convention and other existing agreements, a commitment to a fair share fiscal framework, and proactive community development.

We strive to comply with all applicable mining codes, respect all national and international laws, and adhere to the Extractive Industry Transparency Initiative (EITI). Senegal was accepted as an EITI candidate in 2013, and in 2015 Teranga worked alongside the Senegalese government as part of a multi-stakeholder group in preparing and submitting the country's first EITI report. We have participated in all subsequent annual EITI submissions. Burkina Faso has been an EITI member since 2009 and has been compliant since 2013, and Teranga is progressing towards company compliance as part of Burkina Faso's 2016 EITI report submission.

We also report to the Extractive Sector Transparency Measures Act (ESTMA) and have participated in studies with Publish What You Pay Canada, part of a global network focused on transparency in the extractives sector.

Protecting and promoting human rights

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  • Teranga is committed to promoting and respecting human rights as set forth in the United Nations Universal Declaration of Human Rights.
  • This commitment is reinforced in our Code of Business Conduct and Ethics and is part of our adherence to the United Nations Global Compact.
  • Protection of human dignity and promotion of mutual respect for all our stakeholders are core to our corporate values.
  • We take responsibility for our actions towards our host country, the local communities and the environment in which we operate.
  • Furthermore, we expect our suppliers and business partners to respect and endorse our commitment and standards regarding human rights.

United Nations Sustainable Development Goals

17-Partnerships-for-Goals

Teranga proudly supports and participates in the 2030 United Nations Sustainable Development Goals. By encouraging our partners, mobilizing our employees and engaging our host communities, Teranga aims to promote health and support sustainable development in the following areas:

  • SDG #2 – No Hunger
  • SDG #4 – Quality Education
  • SDG #8 – Good Jobs and Economic Growth
  • SDG#17 – Partnerships for the Goals

The Cost of Gold in Senegal

Sabodala’s cumulative expenditures at various stages of gold production, including payments made to local communities and the Senegalese government since the inception of the mine, through to the end of 2017

Exploration
Exploration

Explorations, Studies & Permits

Construction

Construction

Operations
Operations
Operations

Operations

$20.7M Direct Community Investment

$261M Senegalese Government Payments

$2.2BSabodala Cumulative Expediture

$842M

To date, cashflows from operations and shareholder investments have been 100% reinvested in Sabodala

$434MInvestment

Funding

$408MCash Flow Operations

1.7MOZof Gold Produced

Exploration, Studies and Permits
All studies (technical, feasibility, environmental and social impact assessment, resettlement), licenses/Sabodala Mining Company institutional payments, drilling

Construction
Plant construction, two mill expansions, major capital expenditure components

Operations
Mining, transport, crushing, milling, refinement, freight, remediation payments, rehabilitation

Direct Community Investment
Social license (Social Fund, annual institutional support, Gora Fund)

Senegalese Government Payments
Mining conventions and government agreement payments

Investment(Funding)
Including the original investment to acquire the Sabodala gold mine and Oromin Joint Venture Group

Cash Flow from Operations
After community and government payments

Our Governance Performance in Senegal

Pillar Theme Indicator Units 2015 2016 2017
Economic contribution Economic contribution to Senegal Total contributions to Senegal (of which): US$000s 179,840 205,795 203,648
- Total payment to government US$000s 42,751 55,347 55,800
- Total local payroll US$000s 9,166 10,005 10,570
- Total local procurement US$000s 126,658 138,976 136,294
- Total CSR contributions US$000s 1,265 1,467 984
           
Social fund Total social fund (of which): US$ 1,218,274 1,467,047 984,455
- Water and sanitation US$ 119,877 111,104 75,502
- Income generation US$ 458,290 152,652 73,708
- Health US$ 134,071 105,627 116,270
- Education US$ 229,700 270,925 302,206
- Governance and local planning US$ 231,174 614,555 257,943
- Sport & culture US$ 46,162 75,464 53,417
Gora Fund Gora fund contributions US$ - 123,776 71,999
Donations Donations US$ 46,843 12,944 33,411