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Press release from CNW Group


Friday, December 03, 2010

TERANGA CONFIRMS COMPLETION OF DEMERGER AND IN-SPECIE DISTRIBUTION07:35 EST Friday, December 03, 2010/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./Any failure to comply with this restriction may constitute a violation of U.S. Securities Law.TORONTO, Dec. 3 /CNW/ - Teranga Gold Corporation ("Teranga") is pleased to confirm that the previously announced demerger and in-specie distribution have now been completed pursuant to the Restructure and Demerger Deed among Teranga, Mineral Deposits Limited ("MDL") and MDL Gold Limited, dated November 11, 2010 (the "Demerger Deed").The previously announced Australian offering of 9,000,000 common shares of Teranga (the "Common Shares") at a price of A$2.97 per Common Share is expected to be completed on December 6, 2010, and the previously announced Canadian offering of 32,000,000 Common Shares at a price of CDN$3.00 per Common Share is expected to be completed on December 7, 2010.  The closing of the offerings are subject to certain conditions.  Following the closing of the offerings, on December 7, 2010 the Common Shares are expected to immediately commence trading on the Toronto Stock Exchange under the symbol "TGZ" and the Chess Depository Interests of Teranga are expected to commence trading on the Australian Securities Exchange under the symbol "TGZ" on or about December 10, 2010.The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.Teranga Gold Corporation ProfileTeranga Gold Corporation is a Canadian-based gold company operating the Sabodala gold project in Senegal, West Africa.Confirmation regarding Oromin Shares for Regulatory PurposesThe assets transferred to Teranga pursuant to the Demerger Deed include 18,699,500 common shares (the "Oromin Shares") in Oromin Explorations Ltd. ("Oromin"), representing approximately 13.85% of the issued and outstanding common shares of Oromin. The Oromin Shares were acquired by Teranga for investment purposes.  It is the intention of Teranga to evaluate its investment in Oromin on a continuing basis and may, from time to time, increase or decrease its holding of Oromin securities, depending on market conditions and other relevant factors.Forward Looking StatementsCertain information contained in this release, including any information on Teranga's plans or future financial or operating performance and other statements that express Teranga's management expectations or estimates of future performance, constitute forward-looking statements.  Such statements are based on a number of estimates and assumptions that, while considered reasonable by management of Teranga at the time, are subject to significant business, economic and competitive uncertainties.  Teranga cautions that such statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Teranga to be materially different from Teranga's estimated future results, performance or achievements expressed or implied by those forward-looking statements.  These factors include the inherent risks involved in exploration and development of mineral properties, 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.  Nothing in this release should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities or any other securities.For further information: Kathy Sipos Vice-President, Investor Relations T: + 1416 918 1699 |