Mineral Deposits Limited

Mineral Deposits Limited

November 11, 2010 18:24 ET

Mineral Deposits Limited: Teranga Files Final Prospectus in Canada for IPO

MELBOURNE, AUSTRALIA--(Marketwire - Nov. 11, 2010) -


Mineral Deposits Limited ("MDL") (TSX:MDM) (ASX:MDL) and Teranga Gold Corporation ("Teranga") are pleased to announce today that Teranga has obtained a receipt for its final long form prospectus which has been filed with the securities regulatory authorities in each of the provinces of Canada, except Quebec for an initial public offering (the "Canadian Offering") of 32,000,000 common shares ("Common Shares") of Teranga at a price of C$3.00 per Common Share, for gross proceeds of C$96 million.

Teranga also shortly intends to file a prospectus in Australia for an additional public offering of Common Shares (the "Australian Offering"). Anyone who wants to acquire Common Shares under the Australian Offering will need to complete the application form that is in or accompanies the prospectus for the Australian Offering. Euroz Securities Limited has been appointed as broker for the Australian Offering.

It is anticipated that the total proceeds from the Canadian Offering and the Australian Offering will be at least C$120 million.

The Canadian Offering is being made pursuant to the terms of an underwriting agreement (the "Underwriting Agreement") dated November 11, 2010 among Teranga, MDL and a syndicate of underwriters co-lead by Cormark Securities Inc. and GMP Securities L.P., and includes CIBC World Markets Inc., RBC Dominion Securities Inc., Mackie Research Capital Corporation, Paradigm Capital Inc., Scotia Capital Inc. and Toll Cross Securities Inc. (collectively, the "Underwriters").

Pursuant to the terms of the Underwriting Agreement, the Underwriters also have an option (the "Over- Allotment Option"), exercisable at any time until 30 days following the closing of the Canadian Offering, to increase the size of the Canadian Offering by up to an additional 4,800,000 Common Shares, for additional gross proceeds of up to C$14.4 million.

Teranga intends to use the net proceeds of the Canadian Offering and Australian Offering for the expansion of the Sabodala gold plant, to repay C$50 million in deferred consideration that will be payable by Teranga to MDL Gold Limited, a wholly-owned subsidiary of MDL, pursuant the terms of the de-merger, and for general working capital purposes.

The Closing of the Canadian offering is currently expected to occur on or about November 29, 2010, and is subject to certain conditions, including but not limited to, the completion of the de-merger, the completion of the in specie distribution of not less 80% of the Common Shares held by MDL to MDL's shareholders, and the completion of the Australian Offering, at which time the Common Shares are expected to commence trading on the Toronto Stock Exchange and Australian Securities Exchange under the symbol "TGZ".

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.

About Teranga

Upon completion of the de-merger, Teranga Gold Corporation will be a Canadian-based gold company operating the Sabodala gold project in Senegal, West Africa.

About MDL

Mineral Deposits Limited is an Australian-based, ASX and TSX listed mining company, which upon completion of the de- merger, will continue to own the Grande Côte Mineral Sands Project in Senegal, West Africa, as well as a minority interest in Teranga Gold Corporation.

Forward Looking Statements

Certain information contained in this release, including any information on MDL's or Teranga's plans or future financial or operating performance and other statements that express MDL's and 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 each of MDL and Teranga, as applicable, at the time, are subject to significant business, economic and competitive uncertainties. MDL and Teranga caution that such statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of MDL and Teranga, as applicable, to be materially different from the Teranga's and MDL's, as applicable, 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 MDL and Teranga. Nothing in this release should be construed as either an offer to sell or a solicitation to buy or sell MDL and Teranga or any other securities.

ABN 19 064 377 420

Contact Information