Mineral Deposits Completes $600M Spin-Off of Teranga Gold, Teranga Gold Completes $136M IPO

On December 3, 2010, the spin-off of the Sabodala gold assets from Mineral Deposits Limited (ASX: MDL; TSX: MDM) to Teranga Gold Corporation (ASX and TSX: TGZ), a new Canadian company, was completed by way of a demerger and in-specie distribution, in a transaction valued at approximately $600 million. On December 7, 2010, Teranga completed its initial public offerings in Canada and Australia of 45,617,900 common shares for total gross proceeds of approximately $136,420,647.

The common shares of Teranga are listed on the Toronto Stock Exchange, and the CHESS Depository Interests of Teranga are listed on the Australian Securities Exchange, in each case under the symbol “TGZ.”

In Canada, the common shares were purchased by a syndicate of underwriters led by Cormark Securities Inc. and GMP Securities L.P. and including CIBC World Markets Inc., RBC Dominion Securities Inc., Mackie Research Capital Corporation, Paradigm Capital Inc., Scotia Capital Inc. and Toll Cross Securities Inc.

Teranga is a Canada-based gold mining and exploration company operating the Sabodala gold project in Senegal, West Africa. Mineral Deposits Limited owns the Grande Côte Mineral Sands Project in Senegal.

Teranga and Mineral Deposits Limited were represented in Canada by Stikeman Elliott LLP, with a team led by Donald Belovich and Brian Hansen that included Christos Gazeas and Ryan Kirvan (corporate/securities) and Dean Kraus and John O'Connor (tax).

Minter Ellison Lawyers in Australia represented Mineral Deposits Limited, in relation to the demerger, in-specie distribution and tax, and Teranga Gold in respect of its initial public offering in Australia, with a team led by Marcus Best (mining and resources) that included David Schiavello (corporate/equity capital markets) and Adrian Varrasso (tax).

Cassels Brock & Blackwell LLP acted as counsel for the syndicate of underwriters for the initial public offering in Canada, with a team that included John Vettese, Eva Bellissimo, Angela Chu and Jennifer Hansen (corporate/securities) and Ken Snider and Janice Vohrah (tax).