Endeavour Mining Corporation (TSX:EDV) entered into a definitive agreement to acquire Teranga Gold Corporation (TSX:TGZ) from Barrick Gold Corporation (TSX:ABX), Tablo Corporation and others for $1.9 billion on November 16, 2020. Under the terms of the transaction, Teranga's common shares will be exchanged at a ratio of 0.470 Endeavour's ordinary shares for each 1 Teranga's common share. Existing Endeavour and Teranga shareholders will own approximately 66% and 34% stake, respectively, of the combined company on a fully diluted in-the-money basis. Endeavour has arranged an up-to $800 million fully-committed debt refinancing package on a certain funds basis. Citi, HSBC Bank Canada, and ING Bank N.V. have fully underwritten the refinancing on SunGard terms. The refinancing will be used to consolidate existing debt instruments of both Endeavour and Teranga. In case of termination, $40 million termination fee is payable to Teranga and Endeavour.

The Board of Directors of Endeavour will be comprised of 10 Directors, including 7 representatives from Endeavour and 3 from Teranga. Sebastien de Montessus and his Executive team will lead the combined group, with the support of key Teranga senior management. As of January 21, 2021, the transaction is subject to approval of shareholders of Endeavour and Teranga, approval from Teranga option holders, court approvals, TSX approval in respect of the listing and posting for trading of the Consideration Shares, applicable regulatory approvals including TSX and Investment Canada Act and Competition Act (Canada) approvals and the satisfaction of certain other closing conditions including Teranga Shareholders shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Teranga Shareholders representing not more than 5% of the Teranga Shares then outstanding). In addition to other customary closing conditions, there is a closing condition in favor of Endeavour that it shall be provided by Franco-Nevada (Barbados) Corporation a waiver and consent in respect of certain change of control and other requirements under the amended and restated gold purchase and sale agreement, dated May 1, 2019, among, amongst others, Franco-Nevada (Barbados) Corporation, Teranga and Teranga Gold (B.V.I.) Corporation, in form and substance satisfactory to Endeavour, acting reasonably. Voting support agreements have been received from Tablo Corporation, Barrick Gold Corporation and from Endeavour's largest shareholder, La Mancha Holding. It is anticipated that shareholder meetings will take place in the first quarter of 2021. As per filing dated November 20, 2020 Teranga's shareholder meeting will be held on January 21, 2021. Based in part on the unanimous recommendation of the special committee of Teranga, the transaction has been unanimously approved by the Board of Directors of Teranga. The transaction has also been unanimously approved by the Board of Directors of Endeavour. Boards of Directors of Endeavour and Teranga recommend that their respective shareholders vote in favor of the combination. In connection with the transaction, interim order from the Ontario Superior Court was obtained on December 17, 2020. The shareholders and option holders of Teranga approved the merger at special meeting held on January 21, 2021. The shareholders of Endeavour Mining Corporation also approved the transaction on January 21, 2021. As of February 3, 2021, Endeavour Mining has received all of the regulatory approvals required for the acquisition. Endeavour received written confirmation from the Minister of Innovation, Science and Industry stating that the acquisition has been approved under the Investment Canada Act. Teranga appointed a special committee of independent Directors to consider and make a recommendation with respect to the combination. The closing of the transaction will take place in the first quarter of 2021. As of January 21, 2021, the closing of the transaction is expected to occur during the first half of February 2021. As of January 25, 2021, the transaction is expected to close in mid-February 2021. As of February 3, 2021, Endeavour expects to close the acquisition on or around February 8, 2021. The transaction is immediately accretive to Endeavour's shareholders on a NAV basis and broadly CFPS and EPS neutral over the next two years. It will be strongly accretive from 2023 when Sabodala-Massawa is ramped up into a top asset in the region while immediately adding geographic diversification into mining-friendly Senegal.

Canaccord Genuity Corp. acted as fairness opinion provider to the Board of Directors of Teranga and Cormark Securities Inc. acted as fairness opinion provider to the special committee of Teranga. The Bank of Nova Scotia (TSX:BNS) acted as fairness opinion provider to the Board of Directors of Endeavour. Gleacher Shacklock LLP and The Bank of Nova Scotia (TSX:BNS) acted as financial advisors to Endeavour with Raj Juneja, Shea Small, Chris Langdon, Eva Bellissimo, Dominique Amyot-Bilodeau, Jason Gudofsky, Raj Juneja, Kim Brown, Ben Aberant, Ben Ratelband and Jaclyn Wang of McCarthy Tétrault LLP and Toby Grimstone of Linklaters LLP acting as Endeavour's legal advisors. Cormark Securities Inc., Cutfield Freeman & Co. Ltd. and Canaccord Genuity Corp. acted as financial advisors to Teranga with Donald Belovich of Stikeman Elliott LLP acting as Teranga's legal advisor. Blake Cassels & Graydon LLP acted as legal advisor to Teranga's special committee. Rakesh Sharma of Stanhope Capital LLP acted as financial advisor to Tablo Corporation. Norton Rose Fulbright Canada LLP acted as legal advisor to La Mancha, shareholder of Endeavour. HSBC Holdings plc (LSE:HSBA) acted as a financial advisor to Endeavour Mining Corporation. Computershare Investor Services Inc. acted as depository bank for Teranga and Endeavour. Melanie A. Shishler of Davies Ward Phillips & Vineberg LLP acted as legal advisor for Barrick. Kingsdale Advisors is acting as proxy solicitor to both Endeavour and Teranga. Kingsdale Advisors will receive a fee of CAD 0.15 million ($0.12 million) from each of Endeavour and Teranga.

Endeavour Mining Corporation (TSX:EDV) completed the acquisition of Teranga Gold Corporation (TSX:TGZ) from Barrick Gold Corporation (TSX:ABX), Tablo Corporation and others on February 10, 2021. As a result of the arrangement, Teranga Gold has become a wholly-owned subsidiary of Endeavour. The teams at the Sabodala-Massawa and Wahgnion mines will join Endeavour Mining. Upon closing of the transaction, Hélène Cartier has retired from Endeavour's Board of Directors and William Biggar, Frank Wheatley and David Mimran, all nominees of Teranga, are joining Endeavour's Board of Directors. To ensure an efficient integration of Teranga's assets into Endeavour's West African operating model, certain senior managers from Teranga will join Endeavour's integration team for a transition period. The common shares of Teranga will be delisted from the TSX and the OTCQX on or about February 16, 2021.