All are problems now solved? Att least the OJVG seems to come...

All are problems now solved? Att least the OJVG seems to come under Terangas control and Bendon seems to be gone.

Strange that this announcement is not yet visible.

Teranga to Enter Into Stream Transaction With Franco-Nevada to Acquire Remaining Interest in OJVG and to Retire Half of Bank Debt
Combination expected to provide greater growth, flexibility and higher free cash flows to Teranga and guaranteed ounce delivery to Franco-Nevada with potential to share in Teranga's exploration success

Marketwired Teranga Gold Corporation and Franco-Nevada Corporation

TORONTO, ONTARIO--(Marketwired - Dec 12, 2013) -

Highlights of Transactions for Teranga

Enters into a stream transaction with Franco-Nevada to fund the acquisition and debt retirement
Acquires the balance of Oromin Joint Venture Group Ltd. ("OJVG")
Retires US$30 million of US$60 million bank debt facility
Positions the Company to reach phase 1 growth objective of 250,000 to 350,000 ounces of annual gold production in Senegal.1
Provides for significant operating flexibility to maximize free cash flows
Develops a pipeline of near, medium and long term production growth on an emerging gold belt
Retains focus on protecting the balance sheet and best positions shareholders to benefit from a rise in gold prices
Highlights of Transaction for Franco-Nevada

Attractive stream asset that is expected to be one of Franco-Nevada's top contributors
Delivers stable and immediate cash flows and increases gold contribution within our portfolio
Investment in a well-run operation with an established track record and favourable cost structure
Excellent exploration potential on land covering a 70km strike extent on an emerging mineral belt
Teranga Gold Corporation ("Teranga") (TGZ.TO)(TGZ.AX) and Franco-Nevada Corporation ("Franco-Nevada") (FNV.TO)(FNV) are pleased to announce that they have agreed to enter into a US$135 million stream transaction that has allowed Teranga to enter into definitive share purchase agreements with Bendon International Ltd. ("Bendon") and Badr Investment & Finance Company ("Badr") to acquire the balance of the OJVG that it does not already own and to retire US$30 million of its US$60 million debt facility with Macquarie Bank Limited ("Macquarie"). On completion of these transactions, the combination of Sabodala and the OJVG satellite deposits is expected to allow Teranga to reach its phase 1 growth objective of 250,000 to 350,000 ounces of gold production leveraging off of its existing mill and infrastructure. The combination also provides operating flexibility to sequence pits and phases of pit development to maximize free cash flows. Overall, with the proximity of the OJVG pits to the Sabodala mill and the Company's ability to optimize the ounces that are processed through the mill, the transaction is expected to provide for near, medium and long term growth in production and free cash flows.

"The acquisition of the OJVG is the most accretive and synergistic transaction that I have ever seen in all my years of developing and acquiring mining projects. The addition of the OJVG's 1.45 million ounces of open pit mineral reserves to Teranga's existing mineral reserves, will double our open pit reserve base, before we have even commenced any optimization work, and we expect to see significant value creation as we leverage off of our existing mill and infrastructure," said Alan R. Hill, Executive Chairman, Teranga Gold.

US$135 million streaming transaction with Franco-Nevada

The stream transaction allows Teranga to acquire the balance of the OJVG and repay half of the Macquarie bank loan with minimal dilution to shareholders;
Franco-Nevada will provide a US$135 million deposit of which US$105 million will be used to acquire Bendon's stake in the OJVG and US$30 million to retire half of the currently outstanding Macquarie bank loan;
The stream agreement requires Teranga to deliver 22,500 ounces annually over the first six years followed by 6% of production thereafter. Franco-Nevada's purchase price per ounce is set at 20% of the spot gold price; and
The stream agreement will have an initial 40 year term.
"We are pleased to support the Teranga management team in structuring a transaction that is a win-win for all parties," said David Harquail, President and CEO, Franco-Nevada. "We believe Senegal will be a growing mining investment destination with attractive geology and secure mineral tenure".

Acquisition of balance of OJVG interests not already owned

Acquisition of Bendon's 43.5% participating interest for US$105 million;
Acquisition of Badr's 13% carried interest for US$7.5 million and further contingent consideration based on higher realized gold prices and increases to OJVG property reserves through 2020; and
The acquisition of Bendon's and Badr's interests in the OJVG increases Teranga's ownership to 100% and consolidates the Sabodala region which is anticipated to provide Teranga with the flexibility to integrate OJVG satellite deposits into Teranga's existing operations, thereby increasing earnings and free cash flow.
Retires US$30 million of US$60 million bank debt

Retirement of half of the Macquarie's loan facility and retirement of the balance owing by the end of 2014 protects Teranga shareholders by the removal and reduction of potential financial covenant violations in a lower and more volatile gold price environment; and
Increases Teranga's financial flexibility going forward and reduces balance sheet risk.
Expected benefits of the OJVG transaction

Increased open pit reserves (Teranga 1.4 Moz2 & OJVG 1.45 Moz3 proven and probable reserve);
Increased production - positions Company to reach phase 1 growth objective of between 250,000 to 350,000 ounces of annual gold production in Senegal4;
Increased mine life;
Increased resources and potential resource growth (Teranga M&I 2.89 Moz, Inferred 1.87 Moz5; OJVG Indicated 3.78 Moz, Inferred 0.96 Moz6) on significant land package;
Increased operational flexibility with the ability to sequence pit and phase development by prioritizing ore from different deposits based on grade, strip ratio, ore hardness and development costs;
Increased free cash flows - operating flexibility is key to generating higher free cash flows in 2014 as we defer phase 4 waste stripping at Sabodala increasing our 2014 cash flows at lower gold prices. And this is before incorporating additional production from the OJVG; and
Most importantly, the combination will benefit from leveraging off the existing built mill and infrastructure resulting in modest sustaining capital going forward.
"We are pleased to have completed this long-awaited transaction with minimal dilution to our shareholders while strengthening our balance sheet by reducing our debt facility. Franco-Nevada's support for the management team's vision and the promise of the project itself has come after significant due diligence and is a meaningful endorsement from a leader in our industry. Our shareholders are very well served by this transaction," said Richard Young, President and Chief Executive Officer, Teranga Gold.

Mr. Young continued, "We would like to thank President Macky Sall and Aly Ngouille Ndiaye, the Minister of Mines and all the Ministries that have worked with us to develop a real partnership and trust between the Senegalese Government and our Canadian Management team. The President has stated the importance of the mining industry in Senegal and his Government's commitment to work towards growing domestic gold production as quickly as possible. This has been demonstrated with the signing of the Definitive Global Agreement earlier this year which provided a formula to acquire the waiver option held by the Government that has paved the way for the consolidation of the OJVG and the ability to process these ounces through our central milling facility."

The acquisition by Teranga of the remaining OJVG interests and the completion of the stream transaction are inter-conditional. In addition, the completion of the proposed transactions is, among other things, conditional upon:

Any required Australian Stock Exchange approvals;
An amendment to the project finance facility with Macquarie and the signing of an Inter-Creditor Agreement among the Macquarie, Teranga and Franco-Nevada parties;
The proposed transaction to be completed by January 17, 2014; and
Other customary closing conditions.
There can be no assurance that any of the above noted conditions will be satisfied, or that the proposed transactions will be completed.

Teranga's and Franco-Nevada's senior management team will host a conference call and webcast on December 12, 2013 to discuss the details of the transactions. The call will also be available on replay for those who are not able to participate.

Conference Call and Webcast Details

Toronto: December 12, 2013 at 8:00 AM (EST)

London: December 12, 2013 at 1:00 PM (GMT)

Perth: December 12, 2013 at 9:00 PM (AWST)

Sydney: December 13, 2013 at 12:00 AM (AEDT)

Via Telephone:

To participate on the conference call, please see the dial-in details below:

Toronto: 416.340.8527
North America toll-free: 1.800.766.6630
International: 1.416.340.8527
Via Webcast:

A live audio webcast of the conference call will be available on the Company's website:

http://www.terangagold.com/English/Investors/Presentations-and-Webcasts/default.aspx

The webcast can also be accessed directly using the following link:

http://www.gowebcasting.com/5144

Replay archive:

Please dial 905.694.9451 or toll-free 1.800.408.3053, passcode: 6418574