Teranga and Oromin Announce Completion of Offer
Published : August 07, 2013
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TORONTO, ONTARIO and VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 7, 2013) - Teranga Gold Corporation ("Teranga") (TSX:TGZ)(ASX:TGZ) and Oromin Explorations Ltd. ("Oromin") (News - Market indicators)(OTCBB:OLEPF) today announced that as at the expiry time of 9:00 p.m. (Toronto Time) on August 6, 2013, a total of 78,985,388 common shares ("Oromin Shares") of Oromin, representing approximately 57.5% of the outstanding Oromin Shares (on a non-diluted basis), had been tendered to the Teranga offer (the "Offer") to acquire all of the outstanding Oromin Shares that Teranga did not already own. Together with 18,669,500 Oromin Shares currently owned by Teranga, this represents a total of 97,684,888 Oromin Shares, or approximately 71.1% of the outstanding Oromin Shares (on a non-diluted basis). This excludes deficient tenders that may yet be rectified and additional Oromin Shares that may be tendered pursuant to the Notice of Guaranteed Delivery process.

All Oromin options have been rolled-over into Teranga options in accordance with the terms of the Support Agreement between Teranga and Oromin dated July 22, 2013 in respect of the transaction.

Teranga has taken up all Oromin Shares that were validly deposited to the Offer and has notified Kingsdale Shareholder Services Inc., in its capacity as depositary for the Offer, that Teranga will promptly pay for the Oromin Shares that have been taken up, on the basis of 0.60 of a Teranga common share for each Oromin Share tendered to the Offer.

Teranga now expects to move forward with a plan of arrangement transaction under the B.C. Business Corporation Act to acquire the remaining Oromin Shares not deposited to the Offer, which would include causing a special meeting of Oromin shareholders to be called to consider a statutory arrangement involving Oromin and/or the Oromin shareholders and Teranga, or an affiliate of Teranga. Details of the plan of arrangement will be announced in due course.

"I am very pleased that so many Oromin shareholders have agreed to participate in our vision for the consolidation of our respective properties, a combination that unlocks not only immediate operational synergies but more importantly the opportunity to bring the OJVG property into production in the near term," said Alan R. Hill, Executive Chairman of Teranga.

Mr. Chet Idziszek, President and director of Oromin, commented, "We are very pleased with this transaction from an Oromin perspective as it not only offers Oromin shareholders an attractive upfront premium it also allows all shareholders - Teranga and Oromin - to participate in the value creation we would anticipate from a combined operation, and in particular leveraging Teranga's existing infrastructure and operational capabilities with the OJVG's high grade, near surface ore."

"With the OJVG deposits in production, we would anticipate increased production, earnings and free cash flows from Teranga's interest in the OJVG open pit reserves. We truly believe this is a win-win for all parties and we are confident that we can work with all shareholders including the Government of Senegal to realize value." added Richard Young, President and CEO of Teranga.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Teranga or Oromin (including in any state where the Offer is not permitted). 

Teranga has filed with the United States 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 includes the offer and take-over bid circular, and other documents and information. U.S. INVESTORS AND U.S. SECURITY HOLDERS OF OROMIN ARE URGED TO READ THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BEFORE MAKING ANY INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. U.S. Investors and U.S. security holders of Oromin may obtain these documents free of charge at the SEC's website at www.sec.gov. In addition, the documents filed with the SEC by Teranga can be obtained free of charge by directing such request to Teranga's Information Agent, or at Teranga's website at www.terangagold.com

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"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Teranga and Oromin, or developments in Teranga's and Oromin's business or in the gold industry, 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. 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 and includes statements relating to Teranga's intentions to proceed with a plan of arrangement transaction. Teranga and Oromin caution you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. 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 Bendon and Badr, the attainment of court approval and Oromin shareholder approval relating to any plan of arrangement; and other risks detailed from time to time in Teranga's and Oromin's filings with Canadian provincial securities regulators. Forward-looking statements included herein are based on Teranga management's and Oromin management's current plans, estimates, projections, beliefs and opinions, and, except as required by law, Teranga and Oromin do 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.

For further information please refer to Teranga's early warning report that will be posted on SEDAR.

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.

About OROMIN

Oromin Explorations Ltd. (News - Market indicators)(OTCBB:OLEPF) is a growth-oriented resource company focused on exploring the Sabodala gold belt in Senegal, West Africa. The company is managed by experienced industry professionals with a track record of discovery.

To date, Oromin has been focused on advancing the OJVG Gold Project in Senegal, which is comprised primarily of the Masato and Golouma deposits, located adjacent to Teranga's Sabodala mine/mill in Senegal. To find out more about Oromin Explorations Ltd., visit www.oromin.com.



Teranga Gold Corporation
Kathy Sipos
Vice-President, Investor & Stakeholder Relations
+1 416-594-0000
ksipos@terangagold.com
www.terangagold.com
or
Oromin Explorations Ltd.
David Scott
Investor Relations
+1 604-331-8772
dscott@mine-tech.com
www.oromin.com
Data and Statistics for these countries : Senegal | All
Gold and Silver Prices for these countries : Senegal | All

Oromin Explorations Ltd.

EXPLORATION STAGE
CODE : OLE.TO
ISIN : CA6870821072
CUSIP : 687082 10 7
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Oromin Expl. is a gold exploration company based in Canada.

Its main exploration properties are SANTA ROSA DOME CULMINATION PROJECT in Argentina and MASATO DEPOSIT (SABODALA) and GOLOUMAS DEPOSIT (SABODALA) in Senegal.

Oromin Expl. is listed in Canada and in United States of America. Its market capitalisation is CA$ 24.1 millions as of today (US$ 23.2 millions, € 17.1 millions).

Its stock quote reached its highest recent level on September 24, 2010 at CA$ 1.49, and its lowest recent point on July 05, 2013 at CA$ 0.20.

Oromin Expl. has 65 228 000 shares outstanding.

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Corporate Presentations of Oromin Explorations Ltd.
9/26/2007compaired to Carlin/Cortez trends
Nominations of Oromin Explorations Ltd.
3/25/2010Appoints vice president of Senegal operations
5/9/2007appoints advisor to the Board
Project news of Oromin Explorations Ltd.
9/13/2011OJVG Gold Project Corporate Profile Summary
6/22/2011(Masato Deposit (sabodala))OJVG Gold Project – Q3 Exploration Outlook
5/12/2011(Masato Deposit (sabodala))OJVG Announces Resource Update, New Drill Results and Additi...
5/5/2011(Goloumas Deposit (sabodala))POSITIVE OUTCOME OF HEAP LEACH PRELIMINARY ECONOMIC ASSESSM...
4/11/2011(Goloumas Deposit (sabodala))DRILLING CONFIRMATION OF THREE NEW DISCOVERIES
3/15/2011(Goloumas Deposit (sabodala))INITIAL 2011 DRILLING RESULTS CONTINUE PROVIDING POSITIVE GR...
2/3/2011(Goloumas Deposit (sabodala))NEW DISCOVERIES AND REMAINDER OF 2010 DRILLING RESULTS
1/12/2011(Goloumas Deposit (sabodala))ADDITIONAL GOLD RESULTS FROM OJVG’S RESOURCE EXPANSION
7/15/2010Receives Positive Feasibility Study for Its OJVG Gold Projec...
3/24/2010(Goloumas Deposit (sabodala))on schedule for mid-2010 feasibility study and development o...
1/19/2010(Goloumas Deposit (sabodala))OJVG Upgrades Sabodala Gold Project Feasibility Study
10/19/2009(Goloumas Deposit (sabodala))Continues strategic planning for development at Sabodala
10/8/2009(Goloumas Deposit (sabodala))Exploration continues to provide encouraging results from va...
7/28/2009(Santa Rosa Dome Culmination Project) Santa Rosa, Argentina update
5/14/2009New High-grade discovery at sabodala to complement six other...
2/28/2009(Goloumas Deposit (sabodala))Resource update adds 860,000 inferred gold ounces
1/13/2009(Goloumas Deposit (sabodala))2008 DRILL PROGRAM IDENTIFIES ADDITIONAL GOLD DEPOSITS AT SA...
1/8/2009(Santa Rosa Dome Culmination Project)SANTA ROSA LICENCE TRANSACTION EXECUTION
12/11/2008(Goloumas Deposit (sabodala))NEW HIGH GRADE GOLD DISCOVERY AT SABODALA
6/5/2008(Goloumas Deposit (sabodala))Six Drills Continue to Provide Excellent Results at Sabodala
5/15/2008(Santa Rosa Dome Culmination Project)UPDATE ON SRK RESOURCE STUDY AND SANTA ROSA PROSPECT
5/5/2008(Goloumas Deposit (sabodala))EXCELLENT DRILLING RESULTS CONTINUE AT SABODALA
3/21/2008EXCELLENT DRILLING RESULTS CONTINUE
2/4/2008(Goloumas Deposit (sabodala))SABODALA 2008 PROGRAM AND OBJECTIVES
8/15/2007(Goloumas Deposit (sabodala))GRANDICH LETTER
5/4/2007(Goloumas Deposit (sabodala))Core and Reverse Circulation Drilling Continues to Identify ...
12/1/2010(Goloumas Deposit (sabodala))FURTHER POSITIVE DRILLING RESULTS FROM ONGOING RESOURCE EXP...
Corporate news of Oromin Explorations Ltd.
8/27/2013Teranga and Oromin Announce Plan of Arrangement Transaction
8/7/2013Teranga and Oromin Announce Completion of Offer
8/7/2013Teranga and Oromin Announce Completion of Offer
7/23/2013Teranga and Oromin Announce Friendly Transaction
7/3/2013Announces Change of Date for Annual & Special Meeting of Sha...
6/20/2013Responds to Unsolicited Offer
6/3/2013Responds to Teranga Announcement
3/27/2013Files Updated Heap Leach NI 43-101 Technical Report for OJVG...
3/19/2013Files Updated NI 43-101 Technical Report for OJVG Gold Proje...
1/31/20132ND NEWS RELEASE FOR JANUARY 31, 2013
1/31/2013Announces Robust CIL Feasibility Study Results at the OJVG G...
10/29/2012News Release
10/1/2012News Release
5/29/2012News Release
4/23/2012APRIL 12, 2012 MACKIE RESEARCH REPORT
4/23/2012MACKIE RESEARCH REPORT
4/20/2012News Release
12/7/2011
6/20/2011OJVG Gold Project-Q3 Exploration Outlook
4/12/2011Drilling Confirmation of Three New Discoveries, Additional S...
7/19/2010Confirmation of All the Flashy Drill Results
6/2/2010Exploration Drilling Continues to Generate Excellent Results...
4/13/2010Drilling Extends Kourouloulou Gold Deposit to 300 Metre Dept...
4/1/2010Public relations consultant
2/17/2010Government of Senegal grants 15 year renewable mining licens...
1/30/2010provides Exploration and Development Highlights
12/23/2009Sabodala proprty results continue to expand new discoveries....
12/2/2009Announces Closing of $6.9 Million Bought-Deal Financing
7/16/2009Drilling commences at Santa Rosa, Argentina
7/8/2009Drill mobilization at Santa Rosa, Argentina
12/15/2008TO COMMENCE TRADING ON TORONTO STOCK EXCHANGE
9/16/2008Ongoing drilling continues to expand mineralization at estab...
8/6/2008EXPANDS GOLD MINERALIZATION AT SABODALA
7/31/2008SHAREHOLDERS RATIFY SHAREHOLDER RIGHTS PLAN
7/24/2008INITIAL OPEN PIT RESOURCE ESTIMATE FOR THE FIRST THREE DEPOS...
7/9/2008Announces Prospective Oil Resources at its Santa Rosa Prospe...
6/27/2008ADOPTS SHAREHOLDER RIGHTS PLAN
5/2/2008OFFICIAL DECREE AUTHORIZES SANTA ROSA OIL PROJECT
2/29/2008ENGAGES OTIS AND MANDY PARTNERS LLC
12/19/2007 Excellent Drill Results at Golouma West, Golouma South and
9/27/2007To provide Google search engine IR Program and social networ...
9/7/2007Golouma West and Golouma South Gold Deposits Continue to Exp...
7/30/2007Golouma West Gold Deposit Expanding Further West and Merging...
7/12/2007Ongoing 75,000 Metre Drill Program Demonstrates Excellent Co...
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