---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) [   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 or[ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2013or [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ______________________ Commission file number: 0-30614or [   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _________ Oromin Explorations Ltd.(Exact name of Registrant as specified in its charter) Not applicable(Translation of Registrant’s name into English) Province of British Columbia, Canada(Jurisdiction of incorporation or organization) Suite 2000, 1055 West Hastings Street, Vancouver, B.C., Canada, V6E 2E9(Address of principal executive offices) Ian Brown, 604-331-8772, IBrown@mine-tech.com, 604-331-8773, Suite 2000, 1055 West Hastings Street, Vancouver, B.C., Canada, V6E 2E9(Name, Telephone, E-mail, and/or Facsimile number and Address of Registrant Contact Person) Page 1 of 70 PagesThe Exhibit Index is located on Page 68 Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class

   Name of each exchange on which registeredNone


---

2 Securities registered or to be registered pursuant to Section 12(g) of the Act. Common Shares Without Par Value (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 137,368,218 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [   ] No [ X ] If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [   ] No [X ] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [   ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer

   Accelerated filer [ X ]

   Non-accelerated filerIndicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP [   ]

   International Financial Reporting Standards

   Otherby the International Accounting Standards Board [X ]
 If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 [   ]Item 18 [   ] If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [ X ] The information set forth in this Annual Report on Form 20-F is as at February 28, 2013 unless an earlier or later date is indicated.


---

3 SECURITIES AND EXCHANGE COMMISSIONFORM 20-FTABLE OF CONTENTSPage No.GLOSSARY AND DEFINED TERMS

   6PART I

   

   9ITEM 1.

   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

   9ITEM 2.

   OFFER STATISTICS AND EXPECTED TIMETABLE

   9ITEM 3.

   KEY INFORMATION

   9A.

   Selected Financial Data

   9B.

   Capitalization and Indebtedness

   10C.

   Reasons For The Offer and Use of Proceeds

   10D.

   Risk Factors

   10ITEM 4.

   INFORMATION ON THE COMPANY

   15A.

   History and Development of the Company

   15OJVG Gold Property, Sénégal

   17Santa Rosa Property, Argentina

   18B.

   Business Overview

   18C.

   Organizational Structure

   19D.

   Property, Plants and Equipment

   19OJVG Gold Property, Sénégal

   21Technical Summary

   21Geology and Mineralization

   22EXPLORATION AND ACTIVITIES

   242013 MINERAL RESERVE ESTIMATE

   26Heap Leach PEA

   29Doing Business in Sénégal

   29ITEM 4A.

   UNRESOLVED STAFF COMMENTS

   30ITEM 5.

   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

   30A.

   Operating Results

   30B.

   Liquidity and Capital Resources

   33C.

   Research and Development, Patents and Licenses, etc.

   36D.

   Trend Information

   36E.

   Off-Balance Sheet Arrangements

   36F.

   Tabular Disclosure of Contractual Obligations

   36G.

   Safe Harbour

   36ITEM 6.

   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

   37A.

   Directors and Senior Management

   37B.

   Compensation

   39Termination and Change of Control Benefits

   40


---

4 Page No.Description of Retention Agreements

   40C.

   Board Practices

   43D.

   Employees

   43E.

   Share Ownership

   43ITEM 7.

   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

   44A.

   Major Shareholders

   44B.

   Related Party Transactions

   45C.

   Interests of Experts and Counsel

   45ITEM 8.

   FINANCIAL INFORMATION

   45A.

   Consolidated Statements and Other Financial Information

   45B.

   Significant Changes

   45ITEM 9.

   THE OFFER AND LISTING

   46A.

   Offer and Listing Details

   46B.

   Plan of Distribution

   47C.

   Markets

   47D.

   Selling Stockholders

   47E.

   Dilution

   47F.

   Expenses of the Issue

   48ITEM 10.

   ADDITIONAL INFORMATION

   48A.

   Share Capital

   48B.

   Memorandum and Articles of Association

   48C.

   Material Contracts

   49D.

   Exchange Controls

   50E.

   Taxation

   52F.

   Dividends and Paying Agents

   58G.

   Statements by Experts

   58H.

   Documents on Display

   58I.

   Subsidiary Information

   58ITEM 11.

   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   58ITEM 12.

   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

   59PART II

   

   59ITEM 13.

   DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

   59ITEM 14.

   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

   59ITEM 15.

   CONTROLS AND PROCEDURES

   60EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

   60MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

   60ITEM 16

   [RESERVED]

   61


5 Page No.ITEM 16A.

   AUDIT COMMITTEE FINANCIAL EXPERT

   61ITEM 16B.

   CODE OF ETHICS

   61ITEM 16C.

   PRINCIPAL ACCOUNTANT FEES AND SERVICES

   62ITEM 16D.

   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

   62ITEM 16E.

   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

   62PART III

   

   62ITEM 17.

   FINANCIAL STATEMENTS

   62ITEM 18.

   FINANCIAL STATEMENTS

   62ITEM 19.

   EXHIBITS

   63SIGNATURES

   67EXHIBIT INDEX

   68


6 GLOSSARY AND DEFINED TERMS The following is a glossary of certain mining terms used in this 20-F document. Birimian

   A term used to describe the age of rocks formed 2.2 to 2.1 Ga that are considered highly prospective rocks for gold and diamond exploration in West AfricaCIL

   Carbon In Leach (CIL) is a processing method for extracting and recovery of gold from crushed ore. The process involves creating a slurry of finely crushed ore and a cyanide bearing solution in large tanks. Gold is dissolved in the cyanide solution creating a pregnant solution. Activated carbon is introduced into the leaching circuit where it absorbs the gold from the pregnant solution. The gold bearing activated carbon or “loaded” carbon is then sent through a carbon strip circuit where gold is separated from the loaded carbon, recovered and subsequently refined.Craton

   A relatively immobile part of the earth, generally of large sizeCrustal-scale

   A term used to describe large deep seated or regional scale geological features. I.e. the San Andreas fault is a "crustal-scale" feature.Discounted Cash Flow Model

   A Discounted Cash Flow (DCF) analysis or model is a method of valuing a mining project using the time value of money concept. All future cash flows are estimated and discounted to give their present values (PV’s). The sum of all future cash flows, both incoming and outgoing, is the net present value (NPV), which is taken as the value or price of the cash flows in question.Dyke

   A tabular body of igneous rock that cuts across the structure of adjacent rocks or cuts massive rocks.Eburnean

   A term used to describe an orogenic event 2.0-2.1 GaFault

   A term used to describe a large scale fracture or linear zone of fractures within a body of rock along which there has been displacement of the sides relative to each other. Often results in the formation of a shear zone.Feldspar

   A group of abundant rock forming minerals, often light coloured and hardFelsic

   A term used to describe light coloured igneous rocks.Foliation/Foliated

   A term used to describe the linear or platy texture of rocks that have been subjected to extreme heat and pressure resulting in the flattening or alignment of a rock's constituent mineral grains.Formation

   A rock unit that has been named and defined by its location, relative age and composition.Fuchsite

   A bright green, chromium rich variety of a muscovite.Ga

   A billion years agoGemcom Whittle

   Gemcom Whittle - Strategic Mine PlanningTM is a computer software package that creates three dimensional shells (often referred to as pit shells or Whittle shells). The software uses input technical, metallurgical and economic parameters in order to define a shell around a body of mineralization. The software is most often used to determine which part of an ore deposit can be extracted at a profit.Gneiss

   A foliated metamorphic rock with alternating bands or lenses of granular minerals and preferentially elongated or flaky minerals.Graben

   A portion of the earth’s crust that was faulted and dropped to a lower position relative to its surrounding during some part of its history. It subsequently may have been filled with sediments.Granitic

   A term used to describe an intrusive igneous rock comprised largely of medium to coarse-grained quartz and feldspar. Granitic rocks generally have higher alkali feldspar and lower plagioclase feldspar content than granodioritic rocks.Granodioritic

   A term used to describe an intrusive igneous rock comprised largely of medium to coarse-grained quartz and feldspar. Granodioritic rocks have a higher plagioclase feldspar and lower alkali feldspar content than granitic rocks.


7 Greenstone

   A term used to describe any metamorphic, mafic to ultra-mafic igneous rockHeap Leach Processing

   A low cost ore processing method used to extract gold (and other metals) from crushed ore. Low grade ore is stockpiled on lined pads and saturated with a cyanide bearing solution. The solution permeates and passes through the crushed ore pile, dissolving gold and then accumulating at the base of the pile on the lined pad. The pregnant solution is then collected and gold is extracted.Inlier

   An area of older rocks surrounded by younger rocksIntermediate

   Refers to igneous rocks that are transitional between mafic and felsic igneous rocksKakadian Batholith

   A PaleoProterozoic granitic complex which intrudes rock of the Kedougou Kenieba InlierKedougou-Kenieba Inlier

   A belt of deformed rocks within the larger, 2.1 Ga PaleoProterozoic Birimian-Eburnean  province of rocks within the West African cratonKriging

   A statistical technique used to calculate the tonnage and grade of mineral resources andreserves.Lateritic

   A term used to describe highly weathered residual surface and near surface rock and soil horizons, often found in tropical or forested warm to temperate climates. Lateritic horizons or "laterites" are often pale brown to reddish brown in colour and can be very hard.Late-tectonic

   A point or reference of time during the latter stages of a tectonic event.Leach Tank

   A large tank that contains a chemical solution capable of extracting gold from crushed ore.Mafic

   Refers to igneous rocks composed chiefly of dark, ferromagnesian minerals.Mako Volcanic Group

   A belt of mafic to ultra-mafic volcanic rocks within the Kedougou-Kenieba Inlier in western Sénégal.Massive

   A term used to describe an igneous rock with a homogenous texture ie. not foliatedMetamorphic

   A term used to describe rocks that have undergone chemical and/or physical properties  changes due to the effects of heat, pressure and fluid movement within the earth's crust.Metasedimentary

   A term used to describe a sedimentary rock that has had its chemical and/or physical properties altered due to the effects of heat, pressure and fluid movement within the earth's crust.Metavolcanic

   A term used to describe a volcanic rock that has had its chemical and/or physical properties altered due to the effects of heat, pressure and fluid movement within the earth's crust.Mineral Reserves

   Mineral reserves are the economically mineable part of indicated and measured resources that have been evaluated by either a Prefeasibility or Feasibility level engineering study which has demonstrated a portion of the indicated and measured resources are economically feasible for extraction. Reserves are classified as either Probable or Proven Reserves depending on the level of geological and economic knowledge and confidence.Mineral Resources

   Mineral resources are economic mineral concentrations in or on the Earth’s crust that are in such form and quantity and of such a grade or quality that they have reasonable prospects for economic extraction. Mineral resources are classified as Inferred, Indicated and Measured depending on the increasing level of geological knowledge and confidence. Mineral  resources are not considered ore because the economics of the mineral deposit may not have been fully evaluated.Orogenic

   A term used to describe the large-scale tectonic process of mountain formation or orogeny.Orogenic Gold

   Terminology used to describe gold deposits that have formed by the geological processes associated with orogeny.Pluton

   A body of igneous rock that has been intruded from depth into pre-existing rock.Porphyry

   An igneous rock of any composition containing conspicuous phenocrysts (large crystals) within a fine-grained ground mass.


8 Pyrite

   A common pale bronze, or brass yellow, metallic mineral largely comprised of iron and sulphur.Saprolite

   A soft, earthy, clay-rich thoroughly decomposed rock formed in-place by chemical weathering. Commonly displays pre-weathering structures of original rock units. Occurs especially in humid, tropical environments.Sericite

   A fine grained, white potassium mica created by the alteration of pre-existing mineral by metamorphismShear zone

   Narrow, sub parallel-sided zones of rock that have been crushed and brecciated as a result of shear strain.Silicified

   A term used to describe a rock that has been altered due to the introduction of or replacement by silica.Supracrustal

   Term used to describe younger rocks which overlie older basement rocks.Syngenetic

   A term used to describe a geological feature (i.e. ore deposit or sedimentary feature) that has formed contemporaneously with and by essentially the same processes as the enclosing rocks.Syn-tectonic

   A point or reference of time during a tectonic event.Tectonic

   A term used to describe the physical forces or events that move and deform the earth's crust. Volcanic eruptions, folding and faulting are examples of tectonic events.Tuffs

   Igneous, volcanoclastic rocks formed by the accumulation of volcanic ash and crystals thathave been extruded from a volcanic vent and subsequently buried and lithified.Variogram

   A statistical tool used to describe the spatial relationship between data in three dimensions. Variograms are used during the geostatistical process of mineral resource and reserve estimates to determine how gold grades intersected in drill holes are distributed to the volume of rock in between and surrounding drill holes.Ultramafic

   Refers to igneous rocks composed almost entirely of dark, ferromagnesian minerals.


9 PART I ITEM 1.

   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
 This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item. ITEM 2.

   OFFER STATISTICS AND EXPECTED TIMETABLE
 This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item. ITEM 3.

   KEY INFORMATION
  A.

   Selected Financial Data
 The following tables summarize selected financial data for the Company (stated in Canadian dollars) prepared in respect of the years ended February 28, 2013, February 29, 2012 and February 28, 2011, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) (“IFRS-IASB”). The Company’s financial statements were prepared in accordance with IFRS-IASB for the first time for the fiscal year ended February 29, 2012, together with comparative financial statements for the prior fiscal year also in accordance with IFRS-IASB. The information in the table was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with these financial statements and with the information appearing under the heading “Item 5 – Operating And Financial Review And Prospects”. Results for the period ended February 28, 2013 are not necessarily indicative of results for future periods. INFORMATION IN ACCORDANCE WITH IFRS-IASB Year Ended February 28 or 292013

   2012

   2011(a)

   Total revenue

   $0

   $0

   $0(b)

   Earnings (loss) from continuing operations(1)Total

   ($38,343,478)

   ($8,207,833)

   ($9,783,496)Per Share (1)

   ($0.28)

   ($0.06)

   ($0.08)(c)

   Total assets

   $44,740,962

   $80,967,002

   $85,178,886(d)

   Total long-term debt

   $0

   $0

   $0(e)

  Capital stock

  $112,789,972

  $112,455,628

  $111,298,040Total shareholders’ equity$42,726,303

   $80,680,746

   $84,827,782(g)

   Cash dividends declared per share

   n/a

   n/a

   n/a(h)

   Net earnings (loss) for the periodTotal

   ($38,343,478)

   ($8,207,833)

   ($9,783,496)Per Share (1)

   ($0.28)

   ($0.06)

   ($0.08)Number of shares

   136,599,643

   135,716,443

   117,491,838
  (1)

   The effect of potential share issuances pursuant to the exercise of options and warrants would be anti-dilutive and, therefore, basic and diluted losses per share are the same.


10 The Company has not declared or paid any dividends in any of its last five financial years. In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars. On September 4, 2013 the exchange rate, based on the noon buying rate published by The Bank of Canada for the conversion of Canadian dollars into United States dollars (the “Noon Rate of Exchange”) was $1.0482. The following table sets out the high and low exchange rates for each of the last eight months. 2013August

   July

   June

   May

   April

   March

   February

   JanuaryHigh for period

   1.0553

   1.0576

   1.0532

   1.0371

   1.0270

   1.0314

   1.0285

   1.0078Low for period

   1.0297

   1.0261

   1.0170

   1.0023

   1.0072

   1.0156

   0.9960

   0.9839
 The following table sets out the average Noon Rate of Exchange rates for the five most recent financial years as provided by the Bank of Canada. Year Ended February 28 or 292013

   2012

   2011

   2010

   2009Average for the period

   0.9987

   1.0091

   0.9806

   0.9036

   0.9050
  B.

   Capitalization and Indebtedness
 This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item. C.

   Reasons for the Offer and Use of Proceeds
 This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item. D.

   Risk Factors
 The following is a brief discussion of those distinctive or special characteristics of the Company’s operations and industry that may have a material impact on, or constitute risk factors in respect of, the Company’s future financial performance. The Company and its operations are subject to a significant number of such risk factors, in respect of which an adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Company’s undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to take into account the risk factors to which the Company and its operations are exposed. The following description of risk factors is not exhaustive and is provided to alert users of this Annual Report to examples of the nature and types of risk factors inherent in the Company’s existence and operations. WE HAVE SIGNED AN ARRANGEMENT AGREEMENT WITH TERANGA GOLD CORPORATION WHICH WILL RESULT IN TERANGA ACQUIRING OUR REMAINING SHARES Pursuant to an offer made by Teranga Gold Corporation (“Teranga”), dated June 19, 2013, as varied and extended by a notice of change, variation and extension dated July 26, 2013 (the “Offer”) to acquire all of our issued and outstanding common shares not already owned by it, Teranga acquired 81,076,401 of our common shares, representing approximately 59.02% of our outstanding common shares (on a non-diluted basis). The common shares of the Company taken up by Teranga under the Offer, together with the 18,699,500 common shares of the Company owned by Teranga prior to the expiry of the Offer, represent 99,775,901 common shares of the Company or approximately 72.63% of the outstanding common shares of the Company (on a non-diluted basis).


11 On August 27, 2013 we entered into an arrangement agreement with Teranga, as amended on August 29, 2013 (the “Arrangement Agreement”), pursuant to which we and Teranga agreed to proceed with a plan of arrangement (the “Arrangement”) that would permit Teranga to acquire all of the common shares of the Company that it does not currently own, with shareholders of the Company (other than any dissenting shareholders and Teranga) receiving the same consideration of 0.60 of a common share of Teranga for each common share of the Company, as was offered under the Offer. The Arrangement is subject to the approval of the Supreme Court of British Columbia and satisfaction or waiver of the conditions of closing set out in the Arrangement Agreement, and in particular the approval of the proposed plan of arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “Plan of Arrangement”). In order to proceed, and in addition to approval by the court, a special resolution approving the Plan of Arrangement (the “Arrangement Resolution”) must be approved at the meeting of shareholders of the Company called for October 2, 2013 (the “Meeting”) on the terms set out our Management Proxy Circular dated August 30, 2013, by two-thirds of the votes cast by the shareholders of the Company, present in person or represented by proxy and a majority of the votes cast at the Meeting in person or by proxy by shareholders of the Company in accordance with the minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators. Teranga has indicated that it will vote all the common shares of the Company it holds for the Arrangement Resolution and as a result, the approval of the Arrangement at the Meeting is assured based on the current number of common shares of the company that are outstanding. After the completion of the Arrangement, Teranga expects that the common shares of the Company will cease to be quoted on the OTC/BB and Teranga intends to cause us to be de-listed from the Toronto Stock Exchange and to cease to be a reporting issuer in each jurisdiction of Canada in which we are a reporting issuer. Teranga also intends to take such steps as are necessary to suspend our reporting obligations under the U.S. Securities Exchange Act of 1934. THE RESULTS OF THE LITIGATION COMMENCED BY BENDON AGAINST US IS UNCERTAIN On June 13, 2013, Bendon commenced a lawsuit naming Teranga, us and our wholly owned subsidiary Sabodala Holding Limited, as defendants. Bendon’s statement of claim seeks an unspecified amount of damages and an injunction seeking to prevent the Offer, and alleges, among other things, that the completion of the Offer would result in a breach of the Shareholders Agreement dated December 18, 2006 between us, Badr, Bendon and Sabodala Holding Limited. We believe that Bendon’s lawsuit is without merit and we plan to vigorously defend it, however, the outcome of litigation cannot be predicted with certainty and there is no guarantee that any legal action by Bendon would not be successful. If we were unable to resolve such dispute favourably or in a timely manner, the resultant litigation could affect the timing of any anticipated benefits to Teranga from the acquisition of Oromin and have a material adverse impact on our and Teranga’s financial performance, cash flow and results of operations. THE MARKET VALUE OF OUR SHARES IN THE PUBLIC MARKETS ON WHICH THEY TRADE IS SUBJECT TO HIGH VOLATILITY AND TO UNPREDICTABLE CHANGES IN THE EVALUATIONS, PERCEPTIONS AND SENTIMENTS OF BUYERS AND SELLERS IN THOSE MARKETS The Company’s securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities. OUR INTERNATIONAL OPERATIONS INVOLVE SIGNIFICANT RISKS NOT ASSOCIATED WITH OPERATIONS IN CANADA OR THE UNITED STATES The Company’s project is located in the Republic of Sénégal in West Africa. Its tenure over its property rights and the conditions under which it operates, both during and after the exploration stage, are subject to the jurisdiction of the Republic of Sénégal and in some cases of political subdivisions within the Republic of Sénégal. The laws and regulations governing the Company’s tenure and operations are subject to alteration, and an adverse alteration to those


12 laws and regulations could have a material adverse outcome on the Company and its securities. In addition, the exposure of the Company, its projects and its operations to political risk comprises part of the evaluations, perceptions and sentiments of investors as described above under “Market risks”. An adverse change in investors’ tolerance of political risk could have a material adverse outcome on the Company and its securities. OUR PROJECTS DO NOT PRODUCE ANY REVENUES OR CASH FLOWS, AND WE ARE DEPENDENT ON OUR ABILITY TO ACCESS THE CAPITAL MARKETS AND ISSUE ADDITIONAL EQUITY CAPITAL TO RAISE THE FUNDS NECESSARY TO CONTINUE OUR EXPLORATION. OUR ABILITY TO ACCESS THE CAPITAL MARKETS CANNOT BE ASSURED, AND IF WE ARE ABLE TO ACCESS THEM, EXISTING INVESTORS WILL HAVE THEIR OWNERSHIP INTERESTS DILUTED UPON THE ISSUE OF ADDITIONAL EQUITY Exploration and development of mineral deposits is an expensive process, and frequently the greater the level of interim stage success the more expensive it can become. The Company has no producing properties and generates no operating revenues; therefore, for the foreseeable future, it will be dependent upon selling equity in the capital markets to provide financing for its continuing substantial exploration budgets. The capital markets have recently been very unfavourable to the financing of mineral exploration by junior companies accordingly, there can be no assurance that the capital markets will be receptive in the future, or that the Company will be able to raise the financing needed to continue its exploration programs on favourable terms, or at all. Restrictions on the Company’s ability to finance could have a material adverse outcome on the Company and its securities. OUR EXPLORATION EFFORTS ARE DIRECTED TO THE COMMODITY GOLD, AND THE MARKET PRICE FOR GOLD IS SUBJECT TO HIGH VOLATILITY The Company’s exploration project seeks gold at the OJVG Gold Project. While this commodity has recently been the subject of significant and downward trending volatility; accordingly, there can be no assurance that acceptable price levels will continue, or that investors’ evaluations, perceptions, beliefs and sentiments will favour this target commodity. An adverse change in this commodity’s price, or in investors’ beliefs about trends in this price, could have a material adverse outcome on the Company and its securities. THE PRICES OF MANY SIGNIFICANT INPUTS TO OUR COSTS OF EXPLORING ARE SUBJECT TO HIGH VOLATILITY AND COULD RENDER OUR COSTS OF CONTINUING TO EXPLORE HIGHER THAN ANTICIPATED, PLANNED OR BUDGETED The cost of numerous inputs to mineral exploration and development has been subject to significant increase in recent calendar quarters. These costs include the cost of infrastructure materials such as steel and concrete, the cost of fuel, and the compensation cost of technical and operating personnel. A continuation of cost escalation in these input prices could have a material adverse outcome on the Company and its securities. WE ARE HIGHLY DEPENDENT ON THE INDIVIDUAL SKILLS AND EXPERIENCE OF OUR CHIEF EXECUTIVE OFFICER AND OUR VICE-PRESIDENT OF MINERAL EXPLORATION The Company’s exploration efforts are dependent to a large degree on the skills and experience of certain of its key personnel. The Company does not maintain “key man” insurance policies on these individuals. Should the availability of these persons’ skills and experience be in any way reduced or curtailed, this could have a material adverse outcome on the Company and its securities. WE HAVE A LONG HISTORY OF INCURRING NET LOSSES AND GENERATING NO OPERATING REVENUE The Company has incurred net losses to date. Its deficit as of February 28, 2013 was $88,460,705. The Company has not yet had any revenue from the exploration activities on its property, nor has the Company yet made a production decision to proceed with development activity on its property. Even if the Company does undertake development activity on certain of its properties, the Company expects to continue to incur losses beyond the period of commencement of such activity. There is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future.


13 WE HAVE LIMITED EXPERIENCE IN PLACING RESOURCE PROPERTIES INTO PRODUCTION The Company has limited experience in placing resource properties into production, and its ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other contract service providers or resource companies that can provide such expertise. There can be no assurance that the Company will have available to it the necessary expertise when and if the Company places its resource properties into production. WE ARE SUBJECT TO SECURITIES REGULATORY RULES IN THE UNITED STATES WHICH MAY HAVE THE EFFECT OF REDUCING TRADING ACTIVITY, AND THEREFOR MAY REDUCE LIQUIDITY IN THE MARKET FOR OUR SHARES IN THE UNITED STATES The capital stock of the Company may be classified as “penny stock” as defined in Reg. § 240.3a51-1 promulgated under the Securities Exchange Act of 1934 (the “1934 Act”). In response to perceived abuse in the penny stock market generally, the 1934 Act was amended in 1990 to add new requirements in connection with penny stocks. In connection with effecting any transaction in a penny stock, a broker or dealer must give the customer a written risk disclosure document that (a) describes the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) describes the broker’s or dealer’s duties to the customer and the rights and remedies available to such customer with respect to violations of such duties, (c) describes the dealer market, including “bid” and “ask” prices for penny stock and the significance of the spread between the bid and ask prices, (d) contains a toll-free telephone number for inquiries on disciplinary histories of brokers and dealers, and (e) defines significant terms used in the disclosure document or the conduct of trading in penny stocks. In addition, the broker-dealer must provide to a penny stock customer a written monthly account statement that discloses the identity and number of shares of each penny stock held in the customer’s account, and the estimated market value of such shares. The extensive disclosure and other broker-dealer compliance related to penny stocks may result in reducing the level of trading activity in the secondary market for such stocks, thus limiting the ability of the holder to sell such stock. OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARE NOT FULLY INSURED AGAINST ALL OPERATING HAZARDS Although management believes the operator of any properties in which the Company and its subsidiaries may acquire interests, will acquire and maintain appropriate insurance coverage in accordance with standard industry practice, the Company and its subsidiaries may suffer losses from uninsurable hazards or from hazards which the operator has chosen not to insure against because of high premium costs or other reasons. The payment of any liabilities arising from such losses may have a material, adverse effect on the Company's financial position. OUR COMPETITORS IN THE MINERAL EXPLORATION AND DEVELOPMENT INDUSTRY INCLUDE NUMEROUS LARGER COMPANIES MOST OF WHICH HAVE BETTER ACCESS TO THE EXPERTISE AND FINANCING NECESSARY TO CARRY OUT ACTIVITIES Significant and increasing competition exists for the limited number of mineral property acquisition opportunities available in Sénégal. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable. Accordingly, there can be no assurance that the Company’s exploration and acquisition programs will result in any commercial mining operation. WE ARE EXPLORING IN THE REPUBLIC OF SÉNÉGAL, A COUNTRY WITH A COMPLEX REGULATORY REGIME WHICH MAY IMPOSE UNFAMILIAR AND CHALLENGING CONDITIONS AFFECTING OUR OPERATIONS Currently, the Company’s only active and material property is located in Sénégal. Consequently, the Company is subject to certain risks associated with foreign ownership, including currency fluctuations, inflation, political instability and political risk. Mineral exploration and mining activities in foreign countries may be affected in varying degrees by political stability and government regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls,


14 export controls, restriction of earnings, taxation laws, expropriation of property, environmental legislation, water use and workplace safety. In particular, the status of Sénégal as a developing country may make it more difficult for the Company to obtain any required production financing for its property from senior lending institutions. The Company has entered into contractual arrangements with the Government of Sénégal that contain time-sensitive performance requirements. Further, the Company will be dependent on the receipt of government approvals or permits for the timely performance of its exploration and development activities and any delays in obtaining such approvals or permits could affect the status of the Company’s contractual arrangements or its ability to meet its contractual obligations and could result in the loss of its interest in mineral properties. OUR ACTIVITIES IN MINERAL EXPLORATION AND DEVELOPMENT SUBJECT US TO A WIDE ARRAY OF ENVIRONMENTAL AND RELATED REGULATIONS WHICH CAN BE COSTLY AND TIME-CONSUMING TO COMPLY WITH The current or future operations of the Company, including development activities and commencement of production on its properties, require permits from various governmental authorities and such operations are and will be subject to laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that approvals and permits required to commence production on its properties will be obtained. Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the properties in which the Company has interests and there can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities at these properties on terms which enable operations to be conducted at economically justifiable costs. The Company’s potential production operations and exploration activities in Sénégal are subject to various federal and local laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, workplace safety and other matters. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities. There can be no assurance, however, that all permits the Company may require for construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have a material adverse effect on any mining project the Company might undertake. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or oil and gas exploration or extraction operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or abandonment or delays in development of new mineral exploration or oil and gas properties. To the best of the Company's knowledge, it is currently operating in compliance with all applicable environmental regulations. WE DO NOT PLAN TO BE A DIVIDEND-PAYING COMPANY IN THE FORESEEABLE FUTURE All of the Company's available funds will be invested to finance the growth of the Company's business and therefore investors cannot expect and should not anticipate receiving a dividend on the Company's common shares in the foreseeable future.


15 THE TRADING PRICE OF OUR SHARES HAS BEEN AND IS LIKELY TO CONTINUE TO BE SUBJECT TO WIDE FLUCTUATIONS In recent years, the securities markets in Canada and the United States have experienced a high level of price and volume volatility, and the market prices of securities of many companies, particularly junior mineral exploration companies like the Company, have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. In particular, the per share price on the TSX Venture Exchange or the Toronto Stock Exchange of the Company's common stock fluctuated from a high of $1.49 to a low of $0.28 during the period beginning March 1, 2010 and ending on the date of this Annual Report. There can be no assurance that these price fluctuations and volatility will not continue to occur. Recent prices have been at the low end of this range. ALMOST ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THE UNITED STATES WHICH COMPROMISES THE ENFORCEABILITY OF CIVIL LIABILITIES AND JUDGMENTS The Company and its officers and all but one of its directors are residents of countries other than the United States, and all of the Company's assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or enforce in the United States against such persons judgements obtained in United States courts, including judgements predicated upon the civil liability provisions of United States federal securities laws or state securities laws. The Company believes that a judgement of a United States court predicated solely upon civil liability under United States securities laws would probably be enforceable in Canada if the United States court in which the judgement was obtained has a basis for jurisdiction in the matter that was recognised by a Canadian court for such purposes. However, there is doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws. UNITED STATES INVESTORS FACE THE RISK THE COMPANY COULD BE CLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY FOR UNITED STATES TAX PURPOSES, WITH POSSIBLE ADVERSE TAX AND LIQUIDITY CONSEQUENCES The Company, as a foreign corporation with U.S. stockholders, could potentially be treated as a passive foreign investment company (“PFIC”) for U.S. tax purposes. U.S. stockholders owning shares of a PFIC can be subject to adverse tax consequences. In general, the Company would be considered a PFIC if: 75% or more of its gross income in a taxable year is passive income such as dividends and interest; or, the average percentage of the Company’s assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%. A U.S. stockholder owing shares of a PFIC, who does not make certain elections for tax purposes, is subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned. Also, gain realized on the disposition of common shares of the PFIC would be treated as ordinary income rather than capital gains. If U.S. stockholders are subject to adverse tax consequences related to their ownership of the Company’s stock, they might be less willing to acquire the stock, which could result in reduced market activity and liquidity for the stock. ITEM 4.

   INFORMATION ON THE COMPANY
  A.

   History and Development of the Company
 Oromin Explorations Ltd. (the “Company”) is a British Columbia company in the business of exploring its resource properties. The Company was incorporated pursuant to the Company Act(British Columbia) on January 25, 1980 under the name “Maple Leaf Petroleum Ltd.”. On July 26, 1983, the Company’s Memorandum was amended to increase the authorized capital of the Company from 10,000,000 common shares without par value to 20,000,000 common shares without par value and the Company’s Articles were replaced in their entirety with new articles. There were no material changes to the Articles. On April 22, 1986, the Company’s Memorandum was further amended to change the name of the Company to “International Maple Leaf Resource Corporation”, to consolidate its common


16 shares on a one-for-five basis and to increase the authorized capital back up to 20,000,000 common shares without par value. On September 11, 1989, the Company’s Memorandum was further amended to change the name of the Company to “Maple Resource Corp.”, to consolidate its common shares on a one-for-2.5 basis and to increase the authorized capital back up to 20,000,000 common shares without par value. On August 14, 1992, the Company’s Articles were replaced in their entirety with new articles. There were no material changes to the Articles. Also on August 14, 1992, the Company’s Memorandum was further amended to change the name of the Company to “Birchwood Ventures Ltd.”, to consolidate its common shares on a one-for-4.4 basis and to increase the authorized capital back up to 20,000,000 common shares without par value. On September 30, 1997, the Company’s Memorandum was further amended to change the name of the Company to “Oromin Explorations Ltd.”, to consolidate its common shares on a one-for-five basis and to increase the authorized capital to 100,000,000 common shares without par value. On February 25, 2002, it amalgamated with Fresco Developments Ltd. (“Fresco”) and its shares were exchanged for shares of the amalgamated company on a one for one basis, while the shares of Fresco were exchanged on the basis of one share of the amalgamated company for every two shares of Fresco. Pursuant to Notice of Articles altered February 28, 2008, the authorized capital was increased from 100,000,000 to unlimited. Pursuant to an offer made by Teranga, dated June 19, 2013, as varied and extended by a notice of change, variation and extension dated July 26, 2013 (the “Offer”) to acquire all of our issued and outstanding common shares not already owned by it, Teranga acquired 81,076,401 of our common shares, representing approximately 59.02% of our outstanding common shares (on a non-diluted basis). The common shares of the Company taken up by Teranga under the Offer, together with the 18,699,500 common shares of the Company owned by Teranga prior to the expiry of the Offer, represent 99,775,901 common shares of the Company or approximately 72.63% of the outstanding common shares of the Company (on a non-diluted basis). On August 27, 2013 we entered into the Arrangement Agreement with Teranga, as amended on August 29, 2013, pursuant to which we and Teranga agreed to proceed with the Arrangement that would permit Teranga to acquire all of the common shares of the Company that it does not currently own, with shareholders of the Company (other than any dissenting shareholders and Teranga) receiving the same consideration of 0.60 of a common share of Teranga for each common share of the Company, as was offered under the Offer. The Arrangement is subject to the approval of the Supreme Court of British Columbia and satisfaction or waiver of the conditions of closing set out in the Arrangement Agreement, and in particular the approval of the proposed plan of arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia). In order to proceed, and in addition to approval by the court, the Arrangement Resolution must be approved at the Meeting on the terms set out our Management Proxy Circular dated August 30, 2013, by two-thirds of the votes cast by the shareholders of the Company, present in person or represented by proxy and a majority of the votes cast at the Meeting in person or by proxy by shareholders of the Company in accordance with the minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators. Teranga has indicated that it will vote all the common shares of the Company it holds for the Arrangement Resolution and as a result, the approval of the Arrangement at the Meeting is assured based on the current number of common shares of the company that are outstanding. After the completion of the Arrangement, Teranga expects that the common shares of the Company will cease to be quoted on the OTC/BB and Teranga intends to cause us to be de-listed from the Toronto Stock Exchange and to cease to be a reporting issuer in each jurisdiction of Canada in which we are a reporting issuer. Teranga also intends to take such steps as are necessary to suspend our reporting obligations under the U.S. Securities Exchange Act of 1934. The Company has one subsidiary. Sabodala Holding Limited (“SHL”) is incorporated in the British Virgin Islands and is wholly owned by the Company. SHL holds interests in other companies as set out in the section following, “OJVG Gold Property, Sénégal” and in subsection C – “Organizational Structure”. The head office and principal office address of the Company is Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, Canada. Its telephone number is 604-331-8772.


17 OJVG Gold Property, Sénégal The Company holds via its ownership of SHL an interest in the OJVG Property (“OJVG Gold Property” or “OJVG Project” or “OJVG Gold Project” or “OJVG Golouma Project”), as more fully described under “Item 4 -Information on the Company - D. Property, Plants and Equipment” below. The Direction de Mines of Sénégal awarded the exploration concession to the Company on behalf of the Oromin Joint Venture Group through an international selection process concluded in October 2004. The Oromin Joint Venture Group (“OJVG”) was a joint venture between the Company and Bendon International Ltd. (“Bendon”), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (“Badr”), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement. In order to acquire its interest in the OJVG Property, the OJVG was required to spend at least USD$8 million on exploration of the OJVG Property by April 17, 2007, and this condition was fulfilled in October 2006. Under the terms of the OJVG agreement, Bendon provided the initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million. Badr was to hold a free carried interest until the initial USD$8 million commitment was completed, at which time the three parties would bear all future costs associated with the exploration and development of the OJVG Project on a pro rata basis, or be subject to dilution. By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (“OJVG Ltd.”), SHL, Bendon and Badr, the OJVG was converted into a corporate form. SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd. SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the OJVG Property, with Badr’s interest being fully carried for as long as it owns an interest in OJVG Ltd. The exploration concession comprising the OJVG Gold Project property has been assigned to OJVG Ltd. SHL is the operator of OJVG Ltd. to which it provides exploration and management services. In March 2007, the Government of Sénégal granted a twenty month extension (to December 22, 2008) to the Mining Convention conditional on the joint venture spending an additional USD$12 million during the extension period. This expenditure requirement was met and in December 2008, OJVG Ltd. was granted a further twelve month extension, expiring on December 22, 2009. In August 2009 the Company completed an initial preliminary Feasibility Study (“PFS”) for its OJVG Project. This study was prepared by SRK Consulting (Canada) Inc. (“SRK”) utilizing available exploration drilling data up to May 2009. The result of this initial study produced a negative net present value (“NPV”) and as such no mineral reserves could be quantified for the OJVG Property. To seek to improve the project economics, SRK recommended that OJVG (1) focus its exploration activities on identifying high-grade targets that might help in improved cash flows in the early years of the project as the property still has several interesting gold anomalies that, if exploration is successful, could add value to the project; (2) optimize the PFS to allow for the known opportunities to be investigated and new opportunities to be sought; and (3) continue drilling on the property and revise the PFS based on new information at a cost of approximately USD$15M. OJVG adopted SRK’s recommendations, but elected to complete a full Feasibility Study (“2010 FS”) rather than simply revise the PFS. As a result, on January 26, 2010, OJVG was granted a mining licence for the OJVG Gold Project. The mining licence is for a term of fifteen years and will permit OJVG to begin mining operations in accordance with recommendations of a full Feasibility Study prepared by SRK and Ausenco Limited (“Ausenco”) and publicly disseminated in July 2010. It is important to note that development of a mining operation is subject to the owners of OJVG making a production decision, a step which has not yet taken place. As required by the mining licence, in January, 2013 OJVG completed the formation of an operating company under the laws of Sénégal, Société des Mines de Golouma S.A. (“Somigol”), to undertake the development of the Project. The operating company is 90% owned by OJVG and 10% by the Government of Sénégal. The interest owned by the Government of Sénégal is fully carried, subject to the recovery by funding shareholders of funds advanced and accrued interest, and the Government of Sénégal is also entitled to a royalty equal to 3% of net smelter returns. Under the terms


18 of the Mining Convention, OJVG is obliged to offer to Sénégalese nationals the one–time right to purchase up to a 25% interest in such operating company at a price determined by an independent valuator. At the date of this Annual Report, the conveyance of OJVG’s interest in the Project to Somigol is under way but not completed, and the offer of up to a 25% interest in Somigol to Sénégalese nationals is also in progress. At the date of this Annual Report, the Company is not aware that any portion of such a 25% interest is under consideration by any Sénégalese nationals. Somigol has to date not undertaken any activities or transactions, with the exception of receiving an immaterial initial contribution of share capital. The renewable mining licence specifies an eight year tax holiday expiring January 25, 2018. OJVG received the final approval from the Government of Sénégal for its Environmental and Social Impact Assessment (“ESIA”) on May 24th, 2012. This process started with the first technical review committee meeting held in March 2011and culminated with blanket approval from all local stakeholders during the public audience held on-site in March 2012. OJVG submitted the final ESIA to government in November 2011 and it passed all three levels of review after minor amendments were incorporated. On January 31, 2013, OJVG released the results of an update to the 2010 FS (“2013 FS”). Certain elements of the 2013 FS are set out below under the heading “2013 Mineral Reserve Estimates”. Santa Rosa Property, Argentina Up until November 30, 2011 the Company held an interest in an oil and gas concession in the Republic of Argentina known as the Santa Rosa Property. As set out in Note 7 to the financial statements filed with our report on Form 20-F for the previous fiscal year, namely, the year ended February 29, 2012, effective December 1, 2011 the Company disposed of this interest to an arm’s length party for nominal proceeds. B.

   Business Overview
 The Company has historically been involved in the exploration of mineral properties in various parts of the world. During the last three financial years the Company’s principal activity has been financing and carrying out exploration on the OJVG Property in Sénégal.In July 2009 the Company also drilled an unsuccessful test well on the Santa Rosa Property. In October 2004, the Company was awarded an exploration concession known as the Sabodala Property in the Republic of Sénégal – which has subsequently been renamed the OJVG Gold Project. The exploration concession granted the Company the sole right to acquire a 100% interest in the OJVG Gold Project by spending at least USD$8 million on exploration of the OJVG Gold Project by April 17, 2007, a condition which was met. The OJVG Gold Project was held by the Oromin Joint Venture Group (“OJVG”), a joint venture between the Company and Bendon International Ltd. (“Bendon”), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (“Badr”), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement. By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (“OJVG Ltd.”), Sabodala Holding Limited (“SHL”) (a wholly-owned subsidiary of the Company), Bendon and Badr, the OJVG was converted into a corporate form. SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd. SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the OJVG Property, with Badr’s interest being fully carried for as long as it owns an interest in OJVG Ltd. The exploration concession comprising the OJVG Property has been assigned to OJVG Ltd. SHL is the operator of OJVG Ltd. to which it provides exploration and management services. In March 2001, the Company acquired a 100% interest in the oil and gas exploration rights for the Santa Rosa Property in central Argentina. For a number of reasons, including the transfer of jurisdiction over oil and gas development from the federal government of Argentina to the provincial government of Mendoza, no meaningful exploration activities occurred until after April 2008 when the Province of Mendoza issued a decree recognizing the


19

Company’s tenure rights. Pursuant to an agreement dated December 23, 2008, with Otto Energy Ltd. (“Otto”) the Company agreed to sell to Otto an effective 32.48% interest in its Santa Rosa Property by Otto funding exploration expenditures of USD$1,400,000. This transaction closed May 4, 2009. During the financial year ended February 28, 2010, in July 2009 the Company, as operator of the Santa Rosa property, drilled a wildcat test well at the first selected location on the concession but did not encounter any hydrocarbons. Thereafter, the Company reacquired from Otto, at nominal cost, Otto’s 32.48% interest in Cynthia. The Company subsequently sought third party participation in the concession, did not succeed in attracting any such, wrote off all its historical carrying costs in the project, and, as set out in Note 7 to the financial statements for the year ended February 29, 2012, sold its interest effective December 1, 2011 to an arm’s length party for nominal proceeds.

C.

   Organizational Structure


The following chart sets out the Company’s corporate structure and the resource properties owned by each of the Company’s subsidiaries:



*The interest of Oromin Joint Venture Group Ltd. in the OJVG Property takes the form of its rights and interest in a Mining Convention to which it is a party with the Government of Sénégal dated February 17, 2005 as subsequently amended, as more completely set out under Item D. “Property Plants and Equipment – OJVG Property, Sénégal” below. These rights are incorporated in the Mining License for the OJVG Project issued by the Government of Sénégal January 26, 2010. This 100% interest is subject to a reduction to 90% in favour of the Government of Sénégal and, contingently, to 65%, as more completely set out under Item D. “Property Plants and Equipment – OJVG Property Sénégal” below.





D.

   Property, Plants and Equipment


The sole property of the Company is the OJVG Gold Project in the Republic of Sénégal. This project is currently in the exploration stage. However, it is the subject of a current, full Feasibility Study dated March 15, 2013











20 and would graduate to the status of a development-stage project upon the making of a production decision by the owners. This step has not yet occurred. The Company has not had any revenue from any resource products in the last three fiscal years.


21 OJVG Gold Property,Sénégal The following technical information has been compiled and/or reviewed by Douglas Turnbull, P.Geo. Except as noted below, the following are the Company’s consulting firms and the principal supervising qualified persons responsible for the preparation of the technical information concerning the OJVG Property (“OJVG Project” or “OJVG Gold Project” or “OJVG Golouma Project”) in this document. Mr. Turnbull is a director of the Company and is regarded by the Company as not independent. The persons listed below are independent. SRK Consulting (Canada) Inc. under the direction of Neil Winkelmann.Ausenco Solutions Canada Inc. under the direction of Kevin Scott P.Eng. Unless otherwise indicated, much of the following summary has been extracted or based on a number of technical reports completed on behalf of the OJVG including; OJVG Golouma Gold Project Updated Feasibility Study (SRK, March 15, 2013) – (“2013 FS”)OJVG Golouma Gold Project Heap Updated Preliminary Economic Assessment of the Heap Leach Potential (Kuchling et al., March 27, 2013) – (“2013 PEA”)Revised OJVG Golouma Gold Project Updated Mineral Resource (SRK, December 9, 2011)OJVG Golouma Project Heap Leach Preliminary Economic Assessment (Ausenco, June 18, 2011)OJVG Sabodala Project Feasibility Study (SRK/Ausenco, June 2010) – (“2010 FS”)All of these documents provide a comprehensive overview of the OJVG Gold Project as well as the parameters and engineering studies that were used to define the historic reserves and an overall mine plan for the proposed development of five of the OJVG deposits. Readers are advised that the all of the company’s technical reports have been filed and posted on the Canadian regulatory filing medium called SEDAR under the filing classification “Technical Report – NI 43-101”. Technical Summary OJVG holds a 15 year renewable mining license in respect of the Golouma Gold Concession (the “OJVG Gold Project”), approximately 212.6 km2of land in the Tambacounda region of south-eastern Sénégal. The registered name of the mining concession is the Golouma Gold Concession and although it has previously been referred to as OJVG’s Sabodala Project, it is currently referred to as the OJVG Gold Project in almost all public disclosure by OJVG. For the purposes of this study, the OJVG Gold Project, OJVG Concession, OJVG Property, Golouma Gold Project and Project are synonymous. Gold exploration on the property has been conducted by Oromin Explorations Ltd. (“Oromin”) since 2005. Oromin’s exploration work has progressed from property-wide soil geochemical sampling and geophysical surveys to more focussed trenching, RC) drilling and Core. Oromin has been successful in identifying numerous exploration targets and fourteen gold deposits thus far; Masato, Golouma (West, South, Northwest), Kerekounda, Kourouloulou, Niakafiri Southeast, Niakafiri Southwest, Maki Medina, Kobokoto, Sekoto, Mamasato, Kinemba, Koutouniiokolla, Koulouqwinde and Kouroundi. These fourteen deposits have been drilled to a level that supports classification as mineral resources. Four of these deposits (Masato, Golouma Kerekounda and Kourouloulou) have mineral reserves defined in the 2013 FS. OJVG’s Gold Project lies in a sparsely populated area of Sénégal approximately 650 km ESE of Dakar, a 12-hour journey by road. The property is 185 km ESE of Tambacounda and 65 km north of the district town of Kédougou. The border with Mali lies about 40 km to the east. There is a paved airstrip that supports twin engine charter flights from Dakar. OJVG has access to the use of the airstrip. Road access to the property is via a paved road to Tambacounda and Kédougou and a combination of paved and dirt roads thereafter. Roads on the property have soil bases and can degrade substantially during heavy rains.


22 The property borders the 20.3 km2Mining Concession of Teranga Gold Corporation (“Teranga” – formerly Mineral Deposits Ltd.). Teranga owns and operates the Sabodala Gold Deposit. OJVG’s property is situated on the divide between the Gambia and Falémé River catchments to the west and east respectively. The terrain is comprised of open savannah vegetation on gently rolling hills and is at an elevation of roughly 200 m above sea level (“masl”). The climate of the region belongs to the Sudanic zone and is generally hot and humid. The rainy season, between June and September, brings heavy downpours that are generally short and intense and can cause disruption to transport. The estimated average annual rainfall on the property is 1,100 mm, the vast majority falling in the rainy season. In October 2004, OJVG was awarded an exploration permit for the OJVG Gold Project, issued in accordance with the Mining Convention. The registered name of the exploration concession is the Golouma Concession, it has previously been referred to as OJVG’s Sabodala Project, and it is currently referred to as the OJVG Gold Project by Oromin. The exploration permit was formalized with the government in February 2005. OJVG spent USD $ 11 million on exploration during the first 22 month period to December 31, 2006, which was extended twice to December 22, 2009. On January 26, 2010, OJVG was granted a mining licence for the OJVG Gold Project. The mining licence is for a term of fifteen years, renewable, and will permit OJVG to begin mining operations in accordance with recommendations of this Feasibility Study. OJVG has recently completed the process of establishing an operating company, Somigol, to undertake the development of the Project. Somigol is 90% owned by OJVG and 10% by the Government of Senegal. The interest owned by the Government of Senegal is fully carried and the Government of Senegal is also entitled to a royalty equal to 3% of net smelter returns. Under the terms of the Mining Convention, OJVG is obliged to offer to Senegalese nationals the right to purchase up to 25% of such operating company at a price determined by an independent valuator. At the date of this Annual Report this process is under way with an undetermined outcome. The renewable mining licence allows for a minimum 8 years tax free benefit which commenced January 26, 2010, and can be extended for up to 15 years through Government negotiation. Geology and Mineralization The OJVG Gold Project lies within the Kédougou-Kéniéba Inlier; part of the highly deformed circa 2.1 Ga Paleoproterozoic Birimian-Eburnean province of the West African Craton. The Kédougou-Kéniéba Inlier is a triangular shaped area composed of felsic gneiss terranes separated by greenstone belts that consist of supracrustal metavolcanic and metasedimentary rocks, including the thick succession of Mako Volcanic Group mafic to ultramafic material, Kakadian Batholith granitic complex, and the Eburnean Syn-tectonic Granites comprising discrete granodioritic intrusives and possibly felsic dykes. The concession straddles the Main Transcurrent Shear Zone (“MTSZ”), which is a regional-scale N-NE trending ductile fault that impacts all of the deposits that lie within rocks affected by this zone of NNE-SSW oriented shear. The mineral deposits within the OJVG Gold Project (Golouma West, Golouma South, Golouma Northwest, Kerekounda, Kourouloulou, Kouroundi, Koutouniokollo, Koulouqwinde, Maki Medina, Mamasato, Masato, Niakafiri Southeast, Niakafiri Southwest, and Kobokoto, Kinemba, Sekoto) and various gold prospects and targets fall within the broad classification of orogenic gold type deposits. The principal mineralized zones within the deposits are hosted by high strain areas within the prevailing shear zones. Gold mineralization is associated with zones of metavolcanics affected by intense Fe-carbonate-sericite±quartz±feldspar ±pyrite alteration, the intensity of which broadly correlates to the intensity of the deformation fabric and the presence of thicker quartz-carbonate veins. At Masato, fuchsite (Cr-mica) is also present, owing to the presence of ultramafic rocks. Multiple parallel zones comprise each deposit, with individual zones of anomalous gold values typically ranging from 2 to15 m in true thickness. OJVG has further classified its deposits into two styles of mineralization hosted within the NNE trending, 8 km wide MTSZ that runs the entire 22 km length of the concession. The western side of the MTSZ structural corridor hosts OJVG’s lower grade, bulk mining style deposits collectively referred to as the “Masato Style” bulk tonnage deposits (Masato, Mamasato, Niakafiri Southeast, Niakafiri Southwest, Maki Medina and Kobokoto, Kinemba, Kouroundi, Koutouniokollo, Koulouqwinde, and Sekoto, ) while the eastern side hosts OJVG’s higher grade deposits, collectively referred to as the “Golouma Style” higher grade deposits (Golouma West, Golouma South, Golouma Northwest Kerekounda and Kourouloulou). Only the Golouma West, Golouma South, Masato, Kerekounda and Kourouloulou deposits host ore reserves.


23 OJVG Gold Deposit Descriptions The Masato deposit has been defined over a strike length of 2,100 m along a north-northeast trending, moderately west-dipping shear zone. The deposit consists of six separate mineralized zones that span over 60 m in width and have been drilled to a depth of approximately 500 m below surface. The Golouma West deposit consists of two broadly east-west trending zones, which together have a total strike length of approximately 800 m and have been drilled to a depth of 1000 m. A north-northeast trending zone is located in the western-most portion of the deposit and has with a strike length of 300m and has been drilled to a depth of 350m. A total of 10 steeply south-dipping shear zone-hosted sheet-like bodies of mineralization have been defined in the east-west zones, and one steeply northwest dipping body in the north-northeast trending zone. Golouma South occupies a north-northeast trending, moderately to steeply west-dipping ductile shear zone. Mineralization has been defined over a strike length of approximately 640mand down-dip to 950 m below surface. . It has been modelled within four shear zone-hosted sheet-like bodies of mineralization. Mineralization at Kerekounda occupies four north-northwest trending shear zones, dipping 50-70° towards the west-southwest. Mineralization has been defined over a strike length of about 350 m and down-dip for approximately 430 m. Kourouloulou has four east-southeast striking shear zone-hosted sheet-like bodies of mineralization that dip at intermediate angles to the south. Although the strike length of this deposit is currently defined to only approximately 200 m, the grades are higher than the other deposits. Niakafiri Southeast, located 2 km west-northwest of Golouma, occupies several north-northeast trending shear zones within the same structural zone that extends from Masato south to Maki Medina and the Kobokoto-Kinemba areas. Mineralization has been traced using trenching and drilling along a strike length of approximately 1.2 km. The structure plus the geochemical anomaly remain open to expansion to the south. The current resource is drilled to a depth of 180m. The depth of oxidation (50m-70m) makes this area a target for heap leaching. Niakafiri Southwest is located approximately 1 km to the west of Niakafiri Southeast. The area is a 200m-300m wide structural corridor consisting of a series of north-northeast trending, steeply west dipping, strongly sheared and altered mafic metavolcanic rocks. The current resource is drilled to a depth of 140m and over a strike length of 400m. Maki Medina is situated 3 km west of Golouma along the same steeply west dipping north-northeast trending structural zone that hosts Masato and Niakafiri Southeast to the north and Kobokoto and Kinemba West to the south. Drilling has defined a northern zone with a strike length of 700m and a smaller southern zone defined for 200 m. The current resource is drilled to a 120m depth. Kobokoto and Kobokoto South are located 2 km west and southwest of Maki Medina. The main mineralized zone consists of a shallow west dipping, variably sheared zone of quartz-carbonate alteration and quartz-carbonate-tourmaline veining. The current resource is drilled over a 1 km strike length and to a depth of 100m. Koutouniokolla is located 3.5 km southwest of the Golouma deposit. It is coincident with a gold-in-soil geochemical anomaly associated with a topographic high within a broad flat area of extensive laterite cover. Drilling has intersected zones of gold mineralization along a strike length of 150m and locally to a depth of 150m. The Mamasato area is located approximately 4.5 km north of the Golouma deposit and 2 km southeast of Masato. It is defined by an 800 to 1000 metre long, east-west oriented gold-in-soil geochemical anomaly. Exploration has identified a series of north-northeast and east-west trending quartz vein systems. Mineralization is hosted in two or three sub-parallel zones of sheared and altered mafic metavolcanics and minor felsic intrusives. Drilling has tested the mineral zones along a 650m strike length and down-dip to 250m. The deposit is strongly oxidized to a depth of 80m.


24 Kouroundi is a new discovery located 3 km north of the Golouma deposit. Gold mineralization is associated with a north-northwest trending, southwest dipping shear-hosted quartz vein zone. The mineralized zone is deeply oxidized and remains open to the north beneath extensive laterite cover. Drilling has traced the zone over a strike length of 150m and down-dip to 150m. Sekoto is located approximately 9 km northeast of Golouma and 4 km east of Masato. Drilling to date has intersected zones of gold mineralization along a strike length of 400m and locally to 100m depths. Sekoto is being evaluated for its heap leach potential due to deep oxidation and weathering that extends down 50 to 75m. The deposit is unusual in that the host is an equigranular fine to medium grained granodioritic intrusive. Kinemba, located approximately 5 km southwest of the Golouma deposit, was evaluated for its heap leach potential. Drilling to date has intersected zones of gold mineralization along a strike length of 550m and locally to depths of 200m and is open to expansion. The oxide depth is 50-60m, which is similar to Niakafiri SE and Current gold resources may be further expanded to depth at the Masato, Golouma West, Golouma South, Kerekounda, and Kourouloulou EXPLORATION AND ACTIVITIES Calendar Year 2012 – Fiscal Year Ended February 28, 2013 The company’s 2012 exploration program on the OJVG Gold Project, budgeted at USD$ 6,350,000, consisted mainly of prospecting, mapping, and hand trenching. The prospecting and mapping program generated at least 12 new prospective targets including: Goumbati East, Bambaraya East, Bambaraya South, Bransan, Denfia Northwest, Maki Medina East, Mamakono South, Masato Northeast, Niakifiri South, Sanouwoula Hill, TimTimol, and Sekoto West. 938 grab samples were collected from the various prospects and submitted for analysis. A small number of results are available from the prospecting program at this time, with gold values ranging from below detection limit, to over 25 g/t. In summary, of the 439 samples that were analyzed, 110 reported anomalous values in excess of 50 ppb, and 39 samples reported values in excess of 500 ppb. The highest reported value of 25 g/t came from a quartz vein showing in Masato Northeast. A hand trenching program was initiated on the targets listed above in July 2012, with approximately 2300 m of trenching completed across 34 trenches. On March 12, 2012, the company announced that it had initiated an update to the 2010 FS which would be based on updated resource estimates for the deposits included in the 2010 FS (Golouma West and South - now referred to as Golouma, Korouloulou, Kerekounda, and Masato) and take into account all 2010 and 2011 drilling completed after the January 2010 data cut-off date used for the original 2010 study. On January 31st2013, the company released its updated feasibility study on the OJVG gold project. This study was completed by SRK Consulting (Canada) Inc. (“SRK”) and Ausenco Solutions Canada Ltd. (“Ausenco”) and included all of the drill-holes completed to date on the project. The results of the study were very positive with all three economic scenarios (USD$1350, USD$1550, and USD$1750 gold prices) yielding positive net-present-values (NPV5%) of USD$476, USD$740 and USD$1,007 million respectively (Pre-tax, 5% discount rate). The updated feasibility utilized the same CIL plant design used for the 2010 study, updated for capital and operating cost increases. Separately, on January 31st, 2013, the company released its updated Heap leach Preliminary Economic Assessment (“2013 PEA”) on the OJVG Gold Project. The 2013 PEA evaluated deposits and potential mineable resources that are not included or classified as minerals reserves in the 2013 CIL FS. The positive outcome of the 2013 PEA was announced on March 27, 2013.


25 Calendar Year 2011 – Fiscal Year Ended February 29, 2012 The Company’s 2011 exploration program on the OJVG Gold Project, budgeted at USD$27,000,000 consisted largely of core and RC drilling. Drilling during the first half of 2011 focussed on extending the known limits of mineralization, particularly at depth at Golouma West, Golouma South and Kerekounda. In June of 2011, the company announced its Q3 and Q4 exploration budget and program consisting of approximately 13,000 metres of new core drilling in approximately 60 holes. Much of the drilling carried out in the second half of 2011 was directed at initial and follow-up drilling of new gold targets and recent discoveries. By the end of 2011 OJVG had completed 37,862 metres of core drilling in 149 drill holes and 16,131 metres of RC drilling in 109 holes. No drilling was carried out during January and February 2012. The 2011 drill campaign successfully expanded the known limits of mineralization, particularly at depth at Golouma West, Golouma South and Kerekounda while making new discoveries at Mamasato, Kotouniokolla, Kinemba, Saboraya, Sekoto and Kourouloulou South. Based on the recommendation of the Ausenco heap leach desk-top study in the fall of 2010, the Company contracted Ausenco to conduct a Preliminary Economic Assessment (“PEA”) of the heap leach potential at the OJVG Gold Project. The study was based on previous modelling of the Maki Medina deposit, the re-modelled Kobokoto, Niakafiri Southeast and Niakafiri Southwest gold deposits using a 0.20 g/t Au cut-off grade in order to determine what portion of these indicated and inferred mineral resources could conceptually be economically recovered by heap leaching as well as an evaluation of mineralized material previously designated as waste from the proposed 2010 Feasibility Study Masato reserve pit. The positive outcome of the PEA was announced on May 5. 2011. On May 12, 2011, the Company announced SRK’s mineral resource estimate updates for the Masato, Golouma West, Golouma South, Kerekounda and Kourouloulou deposits. As a result of the drilling in 2010 and early 2011, there was an overall increase in the Project’s mineral resources as well as confirmation of the continuity of gold mineralization at depth, giving even greater confidence in the down dip potential of the Golouma West, Golouma South, and Kerekounda deposits. The 2011 SRK mineral resource estimate update involved a complete re-interpretation by SRK of the geologic and mineralized models of all four Golouma Style deposits and the Masato deposit. The Company’s investment on the equity basis of accounting in the OJVG Gold Project increased by $8,862,865 net of project administration for the fiscal year ended February 29, 2012. Calendar Year 2010 – Fiscal Year Ended February 28, 2011 The Company’s 2010 exploration program on its OJVG Gold Project, budgeted at USD$30,000,000, was almost exclusively resource definition and engineering related drilling in support of SRK’s June 2010 Feasibility Study and the Ausenco Engineering optimization studies completed in the fall of 2010. The 2010 drilling consisted largely of infill and stepout Core and RC drilling at Golouma West, Golouma South, Kerekounda, Masato, Kourouloulou, Kobokoto, Maki Medina, Niakafiri Southeast and Niakafiri Southwest deposits as well as initial drilling at the Koulouqwinde, Kinemba and Koutouniokolla targets. A total of 80,493 metres of core drilling (DDH-SAB-10-619 to 948) and 22,527 metres of RC drilling (RC-SAB-10-663 to 846) were completed in FY 2010. The majority of reverse circulation and diamond drilling conducted by OJVG in 2010 focused on the lateral and vertical expansion and infill drilling for resource estimation purposes on the Golouma West, Golouma South, Masato, Kerekounda, Kourouloulou, Niakafiri Southeast, Niakafiri Southwest, and Kobokoto deposits. Systematic step-out holes at the Kerekounda prospect continued to intersect good intercepts of high-grade material, further indicating the potential for a resource with open-pit and underground mining possibilities, with a down-dip extent of at least 300 m and to as much as 600 m at Golouma West. A total of 22,408 metres of Reverse Air Blast (“RAB”) drill holes were also completed in 640 shallow holes as profiles across a number of laterite covered target areas on the Property including Mamakono, Maki Medina, Kinemba, Maleko and Kobokoto. In July of 2010 the Company announced the results of a Feasibility Study (“2010 Feasibility Study”) on the OJVG Gold Project. This study was completed by SRK Consulting (Canada) Inc. (“SRK”) and Ausenco Solutions Canada Ltd. (“Ausenco”) and included drilling up to January 2010 and addressed a number of the recommendations from SRK’s 2009 PFS.


26 The results of the 2010 Feasibility Study were positive for the three economic cases evaluated in the study based on $880/oz, $1000/oz and $1200/oz gold prices. Using an $880/oz gold price, the economic analyses yielded a USD$74 million NPV at a 3% discount rate, 11.2% IRR and a 4 year payback period. Using a $1200/oz gold price, the study yielded a USD$361 million NPV at a 3% discount rate, 36.3% IRR and a 2 year payback period. The study outlined the OJVG Gold Project’s first mineral reserve estimate comprising 17.5 million tonnes, grading 2.52 g/t Au of combined open pit and underground Probable mineral reserves containing 1.42 million ounces of gold. In August of 2010 the Company contracted Ausenco to complete optimization studies based on the recommendations of the 2010 Feasibility Study. These studies included an evaluation of the costs and benefits of installing a primary crush stockpile and reclaim system and increasing the leach tank size. In October of 2010, Oromin announced the positive outcome of these two separate plant optimization studies. Both of these optimizations are expected to increase the annual gold production and the project NPV above those defined in the 2010 Feasibility Study. The expected increase to the project NPV as a result of these two optimizations ranges from $US23M to $US37.2M. In the fall of 2010 Ausenco was also engaged to examine the potential and viability of incorporating heap leach processing in parallel with the CIL plant proposed in the 2010 Feasibility Study. The outcome of the initial desk-top heap leach trade-off study would confirm whether there is sufficient heap leach material available on the OJVG Gold Project, to make this development option viable. The Company’s investment on the equity basis of accounting in the OJVG Gold Project increased by $16,875,490 net of project administration for the fiscal year ended February 28, 2011. Calendar year currently in progress The OJVG shareholders have approved the calendar 2013 exploration budget as presented by Oromin Explorations Ltd., the Project Operator. For the January to December period of 2013, the total Project budget is set at US $ 6,200,000. Expenditures anticipated within this budget outline will include prospecting and geological mapping at peripheral portions of the Project area and hand-trenching, structural mapping and sampling at a number of recent discoveries. No additional drilling is planned for the 2013 calendar year. During calendar Q1 and Q2 of 2013, OJVG has conducted follow up surface exploration programs at a number of new and previously identified targets including Goumbati, Goumbati West, Masato Northeast, Dendifa West, Timtimol and Maki Medina East. , as well as initiating prospecting and geological mapping at the SE, SW and NE corners of the Project area. 2013 MINERAL RESERVE ESTIMATE Updated Minerals Reserves have been estimated for the same four gold deposits that were evaluated in the 2010 FS. These are Golouma West and South (now referred to as Golouma), Korouloulou, Kerekounda, and Masato. The total probable gold reserves for the OJVG Gold Project are 28,011 million tonnes of ore grading 2.59 g/t gold containing 2.335 million ounces. The mineral reserve estimate for the OJVG Gold Project has been subdivided into an open pit portion and an underground portion. Table 2 presents the open pit reserve and Table 3 presents the underground reserve, while the total reserve summary is presented in Table 4.


---

27 Table 2: Open Pit Mineral Reserve EstimateDeposit

   ReserveClass

   Diluted Tonnes('000s)

   Cut-off*

   DilutedGrade

   ContainedGold(g/t)

   (g/t)

   Au(koz)Golouma Style Higher Grade DepositsGolouma W,S,NWOxide

   Probable

   602

   0.52

   2.11

   41Sulphide

   Probable

   2,267

   0.89

   2.37

   173KerekoundaOxide

   Probable

   26

   0.52

   5.6

   5Sulphide

   Probable

   7

   0.90

   12.01

   3Subtotal Golouma Style

   Probable

   2,902

   variable

   2.38

   222Masato Style Bulk Tonnage DepositsMasatoOxide

   Probable

   6,202

   0.51

   1.47

   293Sulphide

   Probable

   12,785

   0.88

   2.26

   930Subtotal Masato Style

   Probable

   18,987

   variable

   2.00

   1,223Total Mineral Reserve

   Probable

   21,889

   variable

   2.05

   1,445Notes:*Internal (mill) average cut-off based on Whittle optimization parameters
  Table 3: Underground Mineral Reserve EstimateGolouma Style HigherGrade Deposits

   ReserveClass

   DilutedTonnes('000s)

   Cut-off

   DilutedGrade

   ContainedGold__________(g/t)

   __________(g/t)

   __________Au (koz)Golouma W,S

   Probable

   4,600

   2.18

   4.19

   620Kerekounda

   Probable

   1,333

   2.18

   5.15

   221Kourouloulou

   Probable

   189

   2.18

   8.16

   49Subtotal Golouma Style

   Probable

   6,122

   2.18

   4.52

   890
  Table 4: Total Mineral Reserve EstimateDeposit

   ReserveClass

   Diluted Tonnes('000s)

   Cut-off

   DilutedGrade

   ContainedGold(g/t)

   (g/t)

   Au (koz)Golouma Style Higher Grade DepositsGolouma W,S,NW

   Probable

   7,469

   N/A

   3.47

   834Kerekounda

   Probable

   1,366

   N/A

   5.21

   229Kourouloulou

   Probable

   189

   N/A

   8.06

   49Subtotal Golouma Style

   Probable

   9,024

   N/A

   3.83

   1,112Masato Style Bulk Tonnage DepositsMasato

   Probable

   18,987

   N/A

   2.00

   1,223Subtotal Masato Style

   Probable

   18,987

   N/A

   2.00

   1,223Total Mineral Reserve

   Probable

   28,011

   N/A

   2.59

   2,335
  Economics Prior to the acquisition of majority control of the Company by Teranga on August 7, 2013, the following description outlined the anticipated economics of the mining plan intended to be followed by the Company.


---

28 The Project is expected to be developed by both open pit and underground mining methods, with ore trucked from four deposits to a central plant for crushing, grinding and carbon-in-leach recovery processing. The mine plans envisioned within the FS completed by SRK are based on probable mineral reserves of 28.0 million tonnes at a grade of 2.59 g/t containing 2.335 million ounces of gold which will be mined over a 17 year mine life. The current average annual production for the first 3 years is approximately 182,000 ounces of gold per year at an average operating cost of USD$489 per ounce and for the LOM, approximately 144,000 ounces of gold per year at an average operating cost of USD$654 per ounce. The total pre-production capital cost is estimated to be USD$297.1 million, including a USD$27.9 million contingency but not including owners costs. Throughput rates will vary between 4,500 and 7,500 tonnes per day based on the ratio of oxide and sulphide ore being processed. Larger daily throughput volumes, based on the increased percentage of the softer oxide ore, positively enhance the economics. The plant has been designed with sufficient flexibility for treatment of all ore types. The financial modeling completed by SRK for the OJVG Gold Project indicates robust economics. At a gold price of USD$1,550 per ounce, the operation yields a positive after-tax NPV of USD$558 million at a 5% discount rate. The after-tax IRR is 27.7 % and payback is 23 months from initial gold production. Table 5: Cash Flow Scenarios for the OJVG Gold Project (USD$)+- Parameter

   Unit

   Gold Price (USD$/oz)$1,350

   $1,550

   $1,750Off site cost

   $/oz

   $7.00

   $7.00

   $7.00Royalty @ 3% of NSR

   $/oz

   $40.34

   $46.29

   $52.29Net gold price

   $/oz

   $1,304

   $1,497

   $1,691Ore mined (LOM - UG and OP)

   Mt

   28.0

   28.0

   28.0Average ROM grade

   g/t Au

   2.59

   2.59

   2.59Average process recovery

   %

   90.8%

   90.8%

   90.8%Gold produced

   M. oz.

   2,119

   2,119

   2,119Unit operating cost per tonne milled

   $/t milled

   $49.44

   $49.44

   $49.44Unit operating cost per oz

   $/oz Au

   $654

   $654

   $654Pre-production capital cost

   $M

   297.1

   297.1

   297.1Total capital cost (Life of mine)

   $M

   504.7

   504.7

   504.7Pre-tax NPV0%

   $M

   854

   1261

   1672Pre-tax NPV5%

   $M

   476

   740

   1007Pre-tax IRR

   %

   23.9%

   31.3%

   38.2%Pre-tax payback period

   Months from start Prod.

   29

   23

   18Post-tax NPV0%

   $M

   652

   961

   1274Post-tax NPV5%

   $M

   353

   558

   765


---



29

Parameter

   Unit

   Gold Price (USD$/oz)$1,350

   $1,550

   $1,750Post-tax IRR

   %

   20.7%

   27.7%

   34.3%Post-tax payback period

   Months from start Prod.

   30

   23

   18
 Heap Leach PEA OJVG completed an in house update to its 2011 PEA for a proposed heap leach operation to treat lower grade material that was not included or classified as mineral reserves in the 2010 FS on the OJVG Gold Project. The updated 2013 PEA utilizes 6 Masato Style Deposits (Niakafiri Southeast, Niakafiri Southwest, Maki Medina, Kobokoto, Mamasato, Sekoto and the low grade mineralized portion of waste from the proposed Masato CIL open pit as potential sources of material that would be treated by heap leach methods. The financial modelling of the Heap leach production scenario yielded positive results and demonstrated positive economics. As of the date hereof, Teranga is re-assessing the mine development plan with the intention to utilize its pre-existing mill and related infrastructure to significantly reduce upfront capital cost requirements as well as construction activities. Once the Arrangement is completed, Teranga intends to work with its OJVG Ltd. Partners, Bendon and Badr, to approve a revised mine plan integrating the OJVG Gold Project with Teranga’s own Sabodala Gold Project and intends to issue an updated technical report detailing the revised economics of such approach. Doing Business in Sénégal The République du Sénégal gained independence from France in 1960 and has maintained a democratic political system. It is a secular republic with a strong presidency, a legislature with defined powers, an independent judiciary, and multiple political parties, and is notable as one of the few African states that has never experienced a coup d’état. In 2000, power was transferred peacefully in fully democratic elections, from former President Abdou Diouf to President Abdoulaye Wade, and in 2012 power was similarly transferred from President Wade to the new President, Macky Sall. The president is elected by universal adult suffrage to a seven year term. The unicameral National Assembly has 120 members, who are elected separately from the president. The Cour de Cassation (the country’s highest appeals court) and the Constitutional Council, the justices of which are named by the president, are the nation's highest tribunals. Sénégal is divided into 14 administrative regions, each headed by a governor appointed by and responsible to the president. The law on decentralisation, which came into effect in January 1997, distributed significant central government authority to regional assemblies. During the years 2000-2012, the administration advanced a liberal agenda for Sénégal, including privatisations and other market-opening measures. The country, nevertheless, has limited means with which to implement ambitious ideas. The liberalisation of the economy is proceeding. Sénégal continues to play a significant role in regional and international organisations. Recent administrations have made excellent relations with western democracies a high priority. There are presently in excess of 16 political parties, some of which are marginal and little more than platforms for their leaders. The principal political parties, however, constitute a true multiparty, democratic political culture, and they have contributed to one of the most successful democratic transitions in Africa. A flourishing independent media, largely free from official or informal control, also contributes to the democratic politics of Sénégal. The country’s generally tolerant culture, largely free from ethnic or religious tensions, has provided a resilient base for democratic politics.


---

30 The former capital of French West Africa, Sénégal is a semi-arid country located on the westernmost point of Africa. Predominantly rural and with limited natural resources, the country earns foreign exchange from fish, phosphates, peanuts, tourism, and services. Its economy is vulnerable to variations in rainfall and changes in world commodity prices. With an external debt of USD$4.12 billion, and with its economic reform program on track, Sénégal has attained several milestones in the Heavily Indebted Poor Countries (HIPC) debt relief program from 2004 to date. Sénégal continues to lead the West African Economic and Monetary Union (“WAEMU”) countries in macroeconomic performance. For 2012, inflation was at 1.5%, and in most indicators, Sénégal conformed to the WAEMU monetary convergence criteria with a tax revenue to gross domestic product ratio of 23.9%, public investment to GDP ratio of 24.8%, a current account deficit of USD $1.298 billion, and an industrial production growth rate of 4.9%. Currently, there are no restrictions on the transfer or repatriation of capital and income earned, or investment financed with convertible foreign exchange. Economic assistance comes largely from France, the IMF, the World Bank, and the United States, with Canada, Italy, Japan, and Germany also providing assistance. Sénégal has well-developed port facilities, an international airport that serves as a regional hub serving numerous international airlines, and an advanced telecommunications infrastructure, including a fibre optics backbone and cellular phone penetration exceeding 10% of the population. Sénégal’s mining code is based on French civil law. The state owns all mineral rights, with the terms of exploration and mining established by contract between the concession holder and the state. Exploration concessions are generally granted for four years with rights of renewal. In the case of OJVG, its exploration concession was renewed from 2005 through 2009 and in January 2010 was converted into a Mining License with a life of 15 years renewable thereafter if renewal conditions set out in the mining code are met. ITEM 4A.

   UNRESOLVED STAFF COMMENTS
 None. ITEM 5.

   OPERATING AND FINANCIAL REVIEW AND PROSPECTS
  A.

   Operating Results
 The Company is in the business of exploring its resource properties, with the primary aim of developing them to a stage where they can be exploited at a profit. The Company does not currently have any producing properties and its current operations are exploratory searches for minerals. During the fiscal year ended February 29, 2013, the Company’s principal activities consisted solely of continuing the exploration of its OJVG mineral property in Sénégal. As set out in Note 5 to the accompanying financial statements, on the equity accounting basis the Company decreased its investment in the OJVG project by a net $32,978,272 which consists of an impairment charge of $36,000,000 offset by an increase of $3,012,728 in exploration and evaluation expenses. These expenses are reduced by 66% from the previous year and reflected a transition from a drilling and resource and reserve definition focus to an engineering focus on the preparation of resource and reserve update reports and feasibility study and preliminary economic assessment updates. During the fiscal year ended February 29, 2012, the Company’s principal activities consisted solely of continuing the exploration of its OJVG mineral property in Sénégal. As set out in Note 5 to the accompanying financial statements, on the equity accounting basis the Company increased its investment in the OJVG project by $8,862,865. Expenditure at this project reflected a continuing strong level of exploration. The level of expenditure diminished from that of the prior fiscal year reflecting the completion of extensive and expensive engineering studies associated with the Feasibility Study completed in July 2010 and a reduction in drilling activity commensurate with the completion of feasibility.


---

31 During the fiscal year ended February 28, 2011, the Company’s principal activities consisted solely of continuing the exploration of its OJVG mineral property in Sénégal. As set out in Note 5 to the accompanying financial statements, on the equity accounting basis the Company increased its investment in the OJVG project by $16,875,490. Levels of expenditure at this project reflected a continuation of a robust pace of exploration as that project reached the full Feasibility Study stage in July 2010. As at February 28, 2013, the Company had recorded on the equity basis of accounting a net investment of $43,393,053 which includes an estimate for impairment of $36,000,000. Before giving effect to this estimate for impairment, the Company’s investment in the OJVG Property in Sénégal was $79,393,053, an increase of $3,021,728 from the prior year’s investment. The major components of fiscal 2013 expenditures of $7,521,035 are set out, in respect of the 100% combined project interest, in Note 5 to the accompanying financial statements of which the largest components are as follows: wages and benefits of $1,469,529 or 20% of the total; engineering costs of $1,351,122 or 18% of the total; project administration costs of $1,186,246 or 16% of the total; contractor and geological staff costs of $1,081,788 or 14% of the total; and camp operation costs of $1,065,315 or 14% of the total. The exploration and evaluation activities for 2013 (fiscal year ended February 28, 2013) were focused principally on prospecting, mapping and hand trenching on various targets on the exploration concession, and on resource and reserve updates and a feasibility study update on the CIL portion of the development plan and a preliminary economic assessment (“PEA”) update on the heap leach portion of the development plan. We reported on the updated CIL feasibility study and the updated heap leach PEA on January 31, 2013 and posted each of the full studies on our website in March 2013. As at February 29, 2012, the Company had recorded on the equity basis of accounting a total investment of $76,371,325 with respect to its OJVG Property in Sénégal, an increase of $8,862,865 from the prior year’s investment. The major components of fiscal 2012 expenditures of $21,941,211 are set out, in respect of the 100% combined project interest, in Note 5 to the accompanying financial statements of which the largest components are as follows: drilling costs of $7,383,802 or 34% of the total; camp operation costs of $2,383,514 or 11% of the total; contractor and geological staff costs of $2,052,096 or 9% of the total; sample analysis costs of $1,744,286 or 8% of the total; and social program costs of $1,502,934 or 7% of the total. The exploration activities for 2012 (fiscal year ended February 29, 2012) were focused principally on drilling and related sample analysis/assaying, and the development of additional targets, both as to extensions of established deposits and as to identification of new areas of interest. As at February 28, 2011, the Company had recorded on the equity basis of accounting a total investment of $67,508,460 with respect to its OJVG Property in Sénégal. The major components of fiscal 2011 expenditures of $37,103,066 are set out, in respect of the 100% combined project interest, in Note 5 to the accompanying financial statements of which the largest components are as follows: drilling costs of $17,416,654 or 47% of the total; engineering costs of $5,602,991 or 15% of the total; sample analysis costs of $3,300,694 or 9% of the total; camp operation costs of $2,852,720 or 8% of the total; and contractor and geological staff costs of $2,245,250 or 6% of the total. The exploration activities for 2011 (fiscal year ended February 28, 2011) were focused principally on drilling and related sample analysis/assaying, and on engineering costs of the Feasibility Study completed in July 2010. Fiscal Year Ended February 28, 2013 Compared to Fiscal Year Ended February 29, 2012 During the fiscal year ended February 28, 2013 the Company recorded a corporate advisory fee cost of ($251,935), an equity loss on its investment in OJVG of ($36,066,506), financing costs of ($69,571), interest expense of ($15,978), project administration cost recoveries of $515,074, interest income of $17,370, and a foreign exchange gain of $24,091. During the fiscal year ended February 29, 2012 the Company recorded a corporate advisory fee cost of ($1,941,571), an equity loss on its investment in OJVG of ($109,917), interest income of $105,565, a foreign exchange loss of ($1,948), project administration cost recoveries of $664,623 and a write-down of its oil and gas project of $(83,112). The corporate advisory fee cost is highly variable and diminished in fiscal 2013 on the termination of these agreements as agreed between the parties. Of the equity loss in OJVG of $36,066,506, the amount of $36,000,000 arises from an estimate for impairment and $66,506 is largely dependent on foreign exchange effects in that entity’s accounting. Financing costs and interest expense are new cost centres arising from the loan payable transaction set out in Note 9 to the financial statements which accompany this 20-F report. Project administration fees decreased due to


---

32 lower levels of project costs and related administrative activities. Write-downs of project costs are highly variable depending on the results of impairment reviews. Expenses for the fiscal year ended February 28, 2013 were $2,496,023, a 62% decrease from $6,514,266 for the fiscal year ended February 29, 2012. As in the prior year, by far the most significant decrease was in share-based payment costs. This cost is highly variable depending on numbers of options granted and market and exercise prices at and preceding the date or dates of grant, together with prevailing risk-free interest rates – factors which have a significant effect on the volatility inputs to the option pricing model on which the costs recognized are based. The principal decreases in other cost centres were for professional and consulting fees, and for salaries and benefits. Professional and consulting fees decreased reflecting the absence of extensive financing and corporate planning activities related to a possible corporate transaction in the 2012 fiscal year which did not materialize. Salaries and benefits costs diminished principally since a significant bonus paid to the Company’s CEO in fiscal 2012 was not repeated in fiscal 2013. Net loss for the fiscal year ended February 28, 2013 was $38,343,478 or $0.28 per share compared with a net loss for the fiscal year ended February 29, 2012 of $8,207,833 or $0.06 per share. The increase in net loss is attributable principally to the $36,000,000 estimate for impairment which arose upon the completion of an open market bid by an arm's length public company, supported by Oromin's management, which implied a market transaction-based valuation of the Company's interest in the OJVG Project which was approximately $36,000,000 less than the previous unadjusted carrying value. The estimate for impairment was off-set by the reduction in share-based payments and in the corporate advisory fee costs set out in the preceding paragraphs. The Company expects to continue to incur substantial net operating losses for the fiscal year ending February 28, 2014 at a level currently projected to be similar to but somewhat less than in the 2013 fiscal year. Fiscal Year Ended February 29, 2012 Compared to Fiscal Year Ended February 28, 2011 During the fiscal year ended February 29, 2012 the Company recorded a corporate advisory fee cost of ($1,941,571), an equity loss on its investment in OJVG of ($109,917), interest income of $105,565, a foreign exchange loss of ($1,948), project administration cost recoveries of $664,623 and a write-down of its oil and gas project of $(83,112). During the fiscal year ended February 28, 2011 the Company recorded a corporate advisory fee cost of ($2,807,405), an equity gain on its investment in OJVG of $123,000, interest income of $105,234, a foreign exchange loss of $(110,888), project administration fees of $495,647 and a write-down of its oil and gas project of $(1,443,355). The corporate advisory fee cost is highly variable and diminished in fiscal 2012 as agreed between the parties. The equity loss or gain in OJVG is largely dependent on foreign exchange effects in that entity’s accounting. Those FX effects tend to move in opposite directions in OJVG from those experienced in the Company’s FX transactions. Project administration fees increased due to higher levels of project costs and related administrative activities. Write-downs of project costs are highly variable depending on the results of impairment reviews. Expenses for the fiscal year ended February 29, 2012 were $6,514,266, up six per cent from $6,145,729 for the fiscal year ended February 28, 2011. However, there were wide variances in the line items. By far the most significant decrease was in share-based payment costs. This cost is highly variable depending on numbers of options granted and market and exercise prices at and preceding the date or dates of grant, together with prevailing risk-free interest rates –factors which have a significant effect on the volatility inputs to the option pricing model on which the costs recognized are based. The principal increases in other cost centres were for professional and consulting fees, for salaries and benefits, and for office and rent. Professional and consulting fees increased reflecting extensive financing and corporate planning activities. Salaries and benefits costs were commensurate with the ongoing scope and scale of the Company’s exploration activities, and include a significant bonus paid to the Company’s CEO. Office and rent increases were commensurate with the ongoing scope and scale of the Company’s exploration activities. Net loss for the fiscal year ended February 29, 2012, was $8,207,833 or $0.06 per share compared with a net loss for the fiscal year ended February 28, 2011 of $9,783,496 or $0.08 per share. The decrease in net loss is attributable principally to the reduction in share-based payments as set out in Note 10 to the accompanying financial statements and to the reduction in the corporate advisory fee as set out in Note 6.


---

33 Fiscal Year Ended February 28, 2011 Compared to Fiscal Year Ended February 28, 2010 During the fiscal year ended February 28, 2011 the Company recorded a corporate advisory fee of ($2,807,405), a write-down of its oil and gas project of $(1,443,355), a foreign exchange loss of $(110,888), project administration fees of $495,647, equity income from the OJVG joint venture of $123,000, and interest income of $105,234. During the fiscal year ended February 28, 2010 the Company was operating under a different set of accounting standards, Canadian Generally Accepted Accounting Principles (CGAAP) and a comparison of several of the preceding cost centres to those for fiscal 2011 are not readily relevant due to the changes in accounting standards to IFRS. Those changes are set out in detail in our financial statements for the years ended February 2012 and 2011 which accompanied our report in Form 20-F filed in 2012 for the first year of conversion to IFRS. Expenses for the fiscal year ended February 28, 2011 were $6,145,729 as determined under IFRS. Again, a comparison of expenses between the fiscal 2011 and fiscal 2010 years is not readily relevant due to the changes in accounting standards to IFRS. Net loss for the fiscal year ended February 28, 2011 was $9,783,496 or $0.08 per share as determined under IFRS. Again, a comparison of expenses between the fiscal 2011 and fiscal 2010 years is not readily relevant due to the changes in accounting standards to IFRS. B.

   Liquidity and Capital Resources
 As set out in the consolidated statements of changes in equity, during the 2011 financial year the Company completed two major financings for gross proceeds of $30.3 million. These financing proceeds are an example of the Company’s sole external source of liquidity, namely, equity financings. During the last seven financial years, the Company has had the benefit of gross proceeds of capital stock placements issued for cash of $15.7 million in fiscal 2007, $24.6 million in fiscal 2008, $0.7 million in fiscal 2009, $26.9 million in fiscal 2010, $30.3 million in fiscal 2011, 0.9 million in fiscal 2012, and a very minor 0.03 million in fiscal 2013. These financings total $99.1 million raised in the past seven years, a period which in substantial part was characterized by difficult conditions in the capital markets. In management's view, given the nature of the Company's activities, which consist of the acquisition and exploration of resource properties, financial information concerning the Company’s current liquidity and capital resources is highly meaningful and material. The Company does not currently own or have an interest in any producing resource properties and has not derived any revenues from the sale of resource products in the last three financial years. The Company's OJVG mineral project is located in Sénégal, and as a result the Company's operations may be subject to additional risks. In the final two months of the 2012-2013 fiscal year the Company entered into a loan agreement as set out in Note 9 to the accompanying financial statements. This represents a departure from our usual method of financing, and was undertaken largely to avoid the dilution of shareholders’ equity which an equity placement was perceived to impose. Funds advanced were $1,800,000 as at February 28, 2012, $3,000,000 at May 31, 2013, and$3,802,000 at the date of the change in control referred to in Note 19 to the accompanying financial statements. The change in control triggered a repayment provision for the loan, to be funded by Teranga, which negotiated a repayment schedule in which total amount outstanding under the loan is to be repaid on or before September 30, 2013. These repayments have generated or will generate indebtedness of the Company to Teranga, with no fixed terms of repayment. The Company will receive further loans from Teranga for general working capital purposes, also constituting indebtedness to Teranga on the same terms. Up until the most recent nine months, the Company's exploration activities have been funded through sales of common shares. On a standalone basis, there can be no assurance that the Company will be able to obtain required financing in the future on acceptable terms, or at all. In the near term, the Company plans to continue its exploration activities on the OJVG gold project. The Company has not made use of any financial instruments for hedging purposes


---

34 in the fiscal year ended February 29, 2013 or to the date of this Annual Report. The Company had no material commitments for capital expenditures at the end of its most recent fiscal year. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in the Company's liquidity either materially increasing or decreasing at present, other than in the case where the owners were to make a production decision on the OJVG gold project. In that case, the associated capital and other start-up costs would be extremely material, and require a high level of confidence in related financing being put in place. Material increases or decreases in the Company's liquidity will be substantially determined by the scope of exploration and, on a production decision being made, of development costs, on the Company’s resource project, and on the state of the capital markets. February 28, 2013 Compared to February 29, 2012 At February 28, 2013, the Company’s current assets totalled $1,203,021 compared to $4,351,095 at February 29, 2012, a decrease of $3.1 million. Of this decrease, $2.8 million or 90% is attributable to the changes in the Company’s cash balances as set out in the consolidated statement of cash flows. These in turn consist of net cash outflows for joint venture investments and joint venture advances, totalling $2.97 million; net cash consumed by operating activities of $1.57 million; and cash inflows of $1.72 million of which a net 1.69 million came from proceeds of the loan payable less expenses as set out in Note 9 to the accompanying financial statements, and a very modest 0.04 million from the exercise of stock options. For the same periods, current liabilities increased from $286,000 to $2.01 million. This material increase consists of $276,000 in trade and other payables, and an amount recognized for accounting purposes under IFRS of $1.45 million in respect of the loan payable. Included in the Company’s current liabilities were payables or accrued liabilities of $32,227 due to related parties as set out in Note 11 to the accompanying financial statements. The Company had a working capital deficiency at February 28, 2013 of $811,638 compared to positive working capital of $4,064,839 at February 29, 2012. The drawdown of working capital is attributable to both a diminishment of $3.1 million in current assets and a $2.0 million increase in current liabilities, reduced by the increase in our investment in the Oromin Joint Venture of $3.0 million. At both February 28, 2013 and February 29, 2012, the Company had no long-term debt. At February 28, 2013, the Company had total assets of $44,740,962 compared to $80,937,002 at February 29, 2012. The large decrease is almost entirely attributable to the estimate for impairment of $36,000,000 discussed above. Share capital as at February 28, 2013 was $112,789,972, a modest increase from $112,455,628 as at February 29, 2012, attributable to the transactions set out in the statement of changes in equity. Of this, the great majority is attributable to shares issued in non-cash consideration of the loan payable as set out in Note 9 to the accompanying financial statements. The Company's largest cash outflows in the fiscal year ended February 28, 2013 resulted, as is the case every year, from net joint venture investments; for the year ended February 28, 2013 these were $3,021,728 as set out in the first table in Note 5 to the accompanying financial statements. The decrease of 66% from the prior year is principally attributable to the reduced drilling and other field costs at the OJVG gold project as also set out in Note 5. The cash inflows for the year ended February 28, 2013 arose from the proceeds of the loan payable transaction set out in Note 9. This represents a significant change to our customary financing by way of equity private placements. February 29, 2012 Compared to February 28, 2011 At February 29, 2012, the Company’s current assets totalled $4,351,095 compared to $17,415,376 at February 28, 2011, a decrease of $13.1 million. Of this decrease, $12.3 million or 94% is attributable to the changes in the Company’s cash balances as set out in the consolidated statement of cash flows. These in turn consist of net cash outflows for joint venture investments and joint venture advances, totalling $8.95 million; net cash consumed by operating activities of $4.3 million; and cash inflows of $0.9 million from the exercise of share purchase warrants and stock options. For the same periods, current liabilities reduced from $351,000 to $286,000, a change we do not regard as material. Included in the Company’s current liabilities were payables or accrued liabilities of $59,224 due to related


---

35 parties as set out in Note 11 to the accompanying financial statements. The Company had working capital at February 29, 2012 of $4,064,839 compared to $17,064,272 at February 28, 2011. At both February 29, 2012 and February 28, 2011, the Company had no long-term debt. At February 29, 2012, the Company had total assets of $80,967,002 compared to $85,178,886 at February 28, 2011. The decrease arises essentially from the $12.3 million draw-down in cash described above, offset in part by the $8.9 million increase in our investment in the OJVG joint venture. Share capital as at February 29, 2012 was $112,455,628, a modest increase from $111,298,040 as at February 28, 2011, attributable to the transactions set out in the statement of changes in equity. The Company's largest cash outflows in the fiscal year ended February 29, 2012 resulted, as is the case every year, from net joint venture investments; for the year ended February 29, 2012 these were $8,862,865 as set out in the first table in Note 5 to the accompanying financial statements. The decrease of 47% from the prior year is principally attributable to the reduced drilling and engineering costs at the OJVG gold project as also set out in Note 5. The cash inflows for the year ended February 29, 2012 arose from the exercise proceeds of warrants and stock options, in the relatively modest total of $873,000. During the preceding financial year ended February 28, 2011 major financings in the public markets generated $28.6 million. No such financings were necessary in fiscal 2012. February 28, 2011 Compared to March 1, 2010 At February 28, 2011, the Company’s current assets totalled $17,415,376 compared to $10,318,584 at March 1, 2010 (the transition date to our commencing reporting our financial statements under IFRS). Of the increase of $7.1 million, $6.2 million or 87% is attributable to the changes in the Company’s cash balances as set out in the consolidated statement of cash flows. These in turn consist of net cash inflows of a net $28.6 million raised in two major financings in the public markets; net cash outflows for joint venture investments and joint venture advances totalling $17.0 million; and net cash consumed by operating activities of $5.0 million. Over the same periods, current liabilities reduced from $621,000 to $351,000. Included in the Company’s current liabilities were payables or accrued liabilities of $59,087 due to related parties as set out in Note 11 to the accompanying financial statements. The Company had working capital of at February 28, 2011 of $17,064,272 compared to $9,697,686 at March 1, 2010. At both February 28, 2011 and March 1, 2010, the Company had no long-term debt. At February 28, 2011, the Company had total assets of $85,178,886 compared to $62,334,331 at March 1, 2010. The increase of $22.8 million arises essentially from the net proceeds of the two significant financings carried out in the fiscal year, reduced by the Company’s net loss, including the write-down of its oil and gas interests. Share capital as at February 28, 2011 was $111,298,040, up from $82,876,200 as at March 1, 2010, attributable to the financings completed during the period, as set out in the statement of changes in equity. The Company's largest cash outflows in the fiscal year ended February 28, 2011 resulted, as is the case every year, from increased investment in the OJVG joint venture; for the year ended February 28, 2011 these were $17.0 million. The cash inflows for the year ended February 28, 2011 were characterized primarily by two large financings summarized in the statement of changes in equity that generated net cash proceeds of $27.7 million. Warrant and stock option exercise proceeds added a further $870,000. Outlook The change in control triggered a repayment provision for the loan, to be funded by Teranga, which negotiated a repayment schedule in which total amount outstanding under the loan is to be repaid on or before September 30, 2013. These repayments have generated or will generate indebtedness of the Company to Teranga, with no fixed terms of repayment. The Company will receive further loans from Teranga for general working capital purposes, also constituting indebtedness to Teranga on the same terms.


---

36 In the near term, the Company plans to continue its exploration and evaluation activities on its OJVG Property. A joint venture budget of USD $6.2 million has been approved for calendar 2013, of which the Company’s 50% portion is USD $3.1 million. Principal activities under way during the new fiscal year currently in progress are prospecting and geological mapping at peripheral portions of the Project area and hand-trenching, structural mapping and sampling at a number of recent discoveries. No additional drilling is planned for the 2013 calendar year. Since the acquisition of the Company’s shares by Teranga, funding of the Company’s share of expenditures under the 2013 budget will be the responsibility of Teranga. Teranga has made arrangements to repay the loan facility described in Note 9 to the accompanying financial statements. The Company had no material commitments for capital expenditures at the end of its most recent fiscal year, but plans and intends to continue with its share of exploration and evaluation expenditures on the OJVG Property. The Company’s resource property is not in production and, therefore, does not produce any income. C.

   Research and Development, Patents and Licenses, etc.
 As the Company is an exploration company with no producing properties, the information required by this section is inapplicable. D.

   Trend Information
 As the Company is an exploration company with no producing properties, the information required by this section is inapplicable. E.

   Off-Balance Sheet Arrangements
 The Company has no off-balance sheet arrangements. F.

   Tabular Disclosure of Contractual Obligations
 The Company has no contractual obligations of the type required to be disclosed in this section. G.

   Safe Harbour
 This Annual Report on Form 20-F contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes’, or variations of such words and phrases or state that certain actions, events or results “may”, “can”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Oromin Explorations Ltd. to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risk factors described in Item 3.D of this Annual Report on Form 20-F; risks related to the exploration and potential development of the Company’s OJVG mineral project; risks related to international operations; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; futures prices of gold and other precious and base metals; risks related to the completion of the Arrangement. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Oromin Explorations Ltd. does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. The Company’s mineral property is located in Sénégal and thus may be exposed to various and unpredictable levels of political, economic and other risks and uncertainties. The Company conducts operations through foreign


---

37 subsidiaries which hold the rights to the mineral properties. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, expropriation of property, maintenance of tenure, environmental legislation, land use and land claims. Failure to comply with applicable laws, regulations and local practices relating to mineral rights applications and tenure could result in loss, reduction or expropriation of entitlements. ITEM 6.

   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
  A.

   Directors and Senior Management
 The following information is given as at the time immediately prior to the completion of the Offer on August 7, 2013: Derek Bartlett Mr. Bartlett is a director of the Company and is the “lead director” of the independent directors. He has worked as a geologist and exploration manager for a number of international mining companies since 1966. Mr. Bartlett is a director of Cadman Resources Inc., Newport Gold Inc., Saville Resources Inc., and Waseco Resources Inc. and is currently the President of Newport Gold Inc. and Cadman Resources Inc. Mr. Bartlett is 74 years old. Robert Brennan Mr. Brennan is an independent director of the Company. He has been an investment advisor with CB Richard Ellis since 1987 and prior thereto was a staff accountant with Peat Marwick Mitchell, a predecessor firm of KPMG. Mr. Brennan is 52 years old. Ian Brown Mr. Brown is the Chief Financial Officer of the Company, appointed April 15, 2007. He holds a B.Comm. degree and is a Chartered Accountant, the Canadian equivalent of a CPA. He has been a financial executive with a wide array of public companies in the mining exploration industry since 1979. Mr. Brown is 65 years old. Nell Dragovan Ms. Dragovan is a director of the Company and is married to Mr. Idziszek. She is a financier with a long, successful history of organizing and financing junior resource companies in Canada. In 1980, she founded Corona Explorations which discovered the Hemlo gold deposits in Northern Ontario. Ms. Dragovan is also a director of Madison Minerals Inc. Ms. Dragovan is 63 years old. Chet Idziszek Mr. Idziszek is President and CEO and a director of the Company. Mr. Idziszek holds a Master of Applied Sciences degree from McGill University and has worked as an exploration geologist and exploration executive with numerous international mining companies for over 40 years. He has been recognized by his industry peers for his central role in the discovery and development of the Eskay Creek gold deposit in Canada, being designated “Mining Man of the Year” in 1990 and “Prospector of the Year” in 1994. He has also been recognized for his leadership of Adrian Resources Ltd. during its exploration and development of the Petaquilla copper-gold-molybdenum deposits in Panama. He was a director of Arequipa Resources Ltd. which discovered the Pierina gold deposit subsequently acquired by Barrick Gold Corp. in 1996 for USD $790 million. Since 2005 his principal focus has been the Company and its joint venture on the OJVG Gold Project in eastern Sénégal. This project reached the positive feasibility stage in 2010 and subsequently to date has established 3.78 million ounces of gold in indicated resources and 0.96 million ounces in inferred resources with ongoing and widespread scope for expansion. Mr. Idziszek is President, CEO and a director of Lund Gold Ltd. and Madison Minerals Inc. Mr. Idziszek is 66 years old and is the spouse of Ms. Dragovan.


---

38 Kenneth Kuchling Mr. Kuchling is a Professional Engineer and is Vice President of Engineering for the Company. He holds a Bachelor of Engineering (Mining) degree from McGill University and a Masters of Engineering (Mining) degree from the University of British Columbia. His engineering background consists of 30 years experience with various commodities and in various locations globally. He has been employed both at mining operations and in the consulting industry and has previously been responsible for the management of scoping and feasibility studies. Mr. Kuchling is 55 years old. David Mallo Mr. Mallo is Vice-President, Exploration of the Company. He holds the degree Bachelor of Science from Brandon University, has extensive public company experience and has served as a director of several publicly traded junior resource companies. Mr. Mallo is 54 years old. Robert Sibthorpe Mr. Sibthorpe is a director of the Company. He holds a B.Sc. in geology and an MBA from the University of Toronto. He worked as a mining analyst and director of Yorkton Securities Inc. in Vancouver from 1986 to 1996. He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as a mining analyst from 1999 to 2001. Since 2001 he has worked as an independent mining consultant and exploration company executive. Mr. Sibthorpe is currently a director of Madison Minerals Inc, Midnight Sun Mining Corp. and TTM Resources Inc. Mr. Sibthorpe is 64 years old. James G. Stewart Mr. Stewart is a director and the Secretary of the Company. He is a lawyer who has practised law both in private practice and as corporate counsel since 1984 and has extensive experience in the fields of mining, corporate finance and securities law. Mr. Stewart is a director and senior officer of Lund Gold Ltd., Madison Minerals Inc. and Salmon River Resources Ltd. He is currently a director of Bayswater Uranium Corporation, Kingsman Resources Inc. and Paget Minerals Corp. Mr. Stewart is 55 years old. Aziz Sy Mr. Sy is the Vice President – Sénégal Operations of the Company. He is a geologist engineer who holds both an M.Sc and an MBA from the Université du Québec. He is a former Senior Manager for Lonmin Plc responsible for exploration and business development of PGE and gold projects in Gabon and West Africa. He also was formerly Randgold Resources Limited’s Country & Exploration Manager for Sénégal where he played a crucial role in establishing Randgold in Sénégal, building an all-Sénégalese exploration team and a quality portfolio of exploration permits that let to Randgold’s discovery of its Massawa gold deposit. He was also a member of the exploration team involved in Randgold’s discovery of the Morila gold deposit in southern Mali. Mr. Sy is 45 years old. Douglas Turnbull Mr. Turnbull is a director of the Company. He is a geologist and is the President of Lakehead Geological Services Inc. which provides geological consulting services for a number of Canadian private and public companies. Mr. Turnbull is a director of Comstock Metals Ltd., La Ronge Gold Corp., and Grizzly Discoveries Inc. He has been the President of Lakehead Geological Services Inc. since 1990 and is 50 years old.     39 Change of Board of Directors and Officers
 On August 7, 2013, in accordance with the terms of the Support Agreement, each of the members of the board of directors of the Company and all of the officers of the Company resigned and Mr. Robert Duff Young, Mr. Shane Swinn and Mr. Jonathan Weisstub were appointed to the board of directors of the Company as director nominees of Teranga. In addition, on August 8, 2013, the following persons were appointed as officers of the Company, holding the office as set forth beside their name: Name

   OfficeNavin Dyal

   Vice President, FinanceDavid Savarie

   Corporate SecretaryPaul Chawrun

   Vice President, Technical ServicesKwame Sintim

   Managing Director, Mine PlanningBrad Jewson

   Managing Director, EngineeringPatti Nakai-Lajoie

   Managing Director, Geology Resource Estimation
  B.

   Compensation
 The following information is given as at the time immediately prior to the completion of the Offer on August 7, 2013: The following table sets out compensation by way of salary or director’s fee, professional and consulting fees, and bonuses paid to the Company’s senior management and to its directors for the last full financial year. Name

   Position

   Salary ordirector’s fee$

   Professional andconsulting fees$

   Bonus$Derek Bartlett

   Lead director

   24,000

   nil

   nilRobert Brennan

   Director

   12,000

   nil

   nilIan Brown

   Chief financial officer

   183,648

   nil

   nilNell Dragovan

   Director

   170,952

   nil

   nilChet Idziszek

   President, CEO and Chairman of the Board

   211,968

   nil

   nilDavid Mallo

   Vice President, Exploration

   nil

   210,120

   2,000Robert Sibthorpe

   Director

   12,000

   nil

   nilJames Stewart

   Director and Corporate Secretary

   nil

   121,800

   nilAbdoul Aziz Sy

   Vice President of Sénégal Operations

   nil

   261,150*

   nilDouglas Turnbull

   Director

   nil

   69,360

   2,000*Paid in foreign currency.Professional and consulting fees are payable to professional service firms owned by the recipients.


---

40 “On September 11, 2013 Chet Idziszek and Ian Brown were reappointed as the Chief Executive Officer and Chief Financial Officer of the Company on a temporary basis so as to execute this Report and the required accompanying certificates.” In the last full financial year there were no stock option grants and accordingly no compensation effected in this way. Termination and Change of Control Benefits The following information is given as at the time immediately prior to the completion of the Offer on August 7, 2013: The Company has entered into employee retention agreements with each of Chet Idziszek, Ian Brown, Nell Dragovan and David Mallo, and a consultant retention agreement with James Stewart (collectively, the “Retention Agreements”) which require disclosure in the Company’s home jurisdiction, the Province of British Columbia. Each employee retention agreement also contains confidentiality and non-solicitation covenants in favour of the Company. A copy of each of these agreements is provided in the Exhibits appended to this annual report. Description of Retention Agreements Chet Idziszek The employee retention agreement with Chet Idziszek will remain in effect for so long as Chet Idziszek remains an employee and afterwards to the extent specified under the terms of the employee retention agreement. The employee retention agreement will expire should Chet Idziszek resign his employment with the Company or be terminated for Cause (as defined in the employee retention agreement) by the Company prior to a Change in Control (as defined in the employee retention agreement). In the event of a Change in Control (as defined in the employee retention agreement) which results in or leads to the termination of the employment of Chet Idziszek with the Company, and provided that Chet Idziszek is not offered employment or does not accept an offer of employment that is the same or similar to his employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of a Change in Control (the “New Company Owner”), Chet Idziszek will receive from the Company a retention payment (“Retention Payment”) from the Company calculated as follows: a lump sum payment equal to 16 months’ base salary and the equivalent of 16 months of bonuses calculated by totalling the average of the annual bonuses paid to Chet Idziszek during the past three years of employment, dividing the total amount by 36 and multiplying the result by 16. The Retention Payment will be paid to Chet Idziszek in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. Chet Idziszek will not be entitled to provision of the Retention Payment when he is offered and accepts Comparable Employment with the New Company Owner. In the event that Chet Idziszek resigns from his employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, Chet Idziszek will be provided by the Company with a separation payment (the “Separation Payment”). The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 8 months of salary and bonuses. The Separation Payment will be paid to Chet Idziszek in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of Chet Idziszek from his employment with the New Company Owner. In the event Chet Idziszek’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to Chet Idziszek. James Stewart The consultant retention agreement with James Stewart will remain in effect for so long as James Stewart remains a consultant to the Company and afterwards to the extent specified under the terms of the retention agreement. The consultant retention agreement will expire should James Stewart resign his consultancy with the Company or be terminated for Cause (as defined in the consultant retention agreement) by the Company prior to a Change in Control (as defined in the consultant retention agreement).


---

41 In the event of a Change in Control (as defined in the consultant retention agreement) which results in or leads to the termination of the consultancy of James Stewart with the Company, and provided that James Stewart is not offered a consultancy or does not accept an offer of consultancy in a position that is the same or similar to his consultancy with the Company (the “Comparable Consultancy”) with New Company Owner, James Stewart will receive a Retention Payment from the Company calculated as follows: a lump sum payment equal to 12.5 months’ base salary and the equivalent of 12.5 months of bonuses calculated by totalling the average of the annual bonuses paid to James Stewart during the past three years of employment, dividing the total amount by 36 and multiplying the result by 12.5. The Retention Payment will be paid to James Stewart in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. James Stewart will not be entitled to provision of the Retention Payment when he is offered and accepts Comparable Consultancy with the New Company Owner. In the event that James Stewart resigns from his employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, James Stewart will be provided by the Company with a Separation. The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 6 months of salary and bonuses. The Separation Payment will be paid to James Stewart in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of James Stewart from his employment with the New Company Owner. In the event James Stewart’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to James Stewart. Ian Brown The employee retention agreement with Ian Brown will remain in effect for so long as Ian Brown remains an employee and afterwards to the extent specified under the terms of the employee retention agreement. The retention agreement will expire should Ian Brown resign his employment with the Company or be terminated for Cause (as defined in the employee retention agreement) by the Company prior to a Change in Control (as defined in the employee retention agreement). In the event of a Change in Control (as defined in the employee retention agreement) which results in or leads to the termination of the employment of Ian Brown with the Company, and provided that Ian Brown is not offered Comparable Employment with the New Company Owner, Ian Brown will receive from the Company a Retention Payment from the Company calculated as follows: a lump sum payment equal to 6 months’ base salary and the equivalent of 6 months of bonuses calculated by totalling the average of the annual bonuses paid to Ian Brown during the past three years of employment, dividing the total amount by 36 and multiplying the result by 6. The Retention Payment will be paid to Ian Brown in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. Ian Brown will not be entitled to provision of the Retention Payment when he is offered and accepts Comparable Employment with the New Company Owner. In the event that Ian Brown resigns from his employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, Ian Brown will be provided by the Company with a Separation. The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 3 months of salary and bonuses. The Separation Payment will be paid to Ian Brown in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of Ian Brown from his employment with the New Company Owner. In the event Ian Brown’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to Ian Brown. Nell Dragovan The employee retention agreement with Nell Dragovan will remain in effect for so long as Nell Dragovan remains an employee and afterwards to the extent specified under the terms of the employee retention agreement. The retention agreement will expire should Nell Dragovan resign her employment with the Company or be terminated for Cause (as defined in the employee retention agreement) by the Company prior to a Change in Control (as defined in the employee retention agreement). In the event of a Change in Control (as defined in the employee retention agreement) which results in or leads to the termination of the employment of Nell Dragovan with the Company, and provided that Nell Dragovan is not offered


---

42 Comparable Employment with the New Company Owner, Nell Dragovan will receive from the Company a Retention Payment from the Company, calculated as follows: a lump sum payment equal to 14 months’ base salary and the equivalent of 14 months of bonuses calculated by totalling the average of the annual bonuses paid to Nell Dragovan during the past three years of employment, dividing the total amount by 36 and multiplying the result by 14. The Retention Payment will be paid to Nell Dragovan in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. Nell Dragovan will not be entitled to provision of the Retention Payment when she is offered and accepts Comparable Employment with the New Company Owner. In the event that Nell Dragovan resigns from her employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, Nell Dragovan will be provided by the Company with a Separation payment. The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 7 months of salary and bonuses. The Separation Payment will be paid to Nell Dragovan in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of Nell Dragovan from her employment with the New Company Owner. In the event Nell Dragovan’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to Nell Dragovan. David Mallo The employee retention agreement with David Mallo will remain in effect for so long as David Mallo remains an employee and afterwards to the extent specified under the terms of the employee retention agreement. The retention agreement will expire should David Mallo resign his employment with the Company or be terminated for Cause (as defined in the employee retention agreement) by the Company prior to a Change in Control (as defined in the employee retention agreement). In the event of a Change in Control (as defined in the employee retention agreement) which results in or leads to the termination of the employment of David Mallo with the Company, and provided that David Mallo is not offered Comparable Employment with the New Company Owner, David Mallo will receive from the Company a Retention Payment from the Company, which is calculated as follows: a lump sum payment equal to 16 months’ base salary and the equivalent of 16 months of bonuses calculated by totalling the average of the annual bonuses paid to David Mallo during the past three years of employment, dividing the total amount by 36 and multiplying the result by 14. The Retention Payment will be paid to David Mallo in a lump sum after required statutory declarations within 15 days of the date of the Change in Control. David Mallo will not be entitled to provision of the Retention Payment when he is offered and accepts Comparable Employment with the New Company Owner. In the event that David Mallo resigns from his employment with the New Company Owner, for any reason, and provided that the termination or resignation occurs within six months of the date of the Change in Control, David Mallo will be provided by the Company with a Separation Payment. The Separation Payment will be calculated on the same basis as the Retention Payment but will be limited to a lump sum payment equal to 8 months of salary and bonuses. The Separation Payment will be paid to David Mallo in a lump sum after required statutory deductions within 30 days of the Company being notified of the resignation of David Mallo from his employment with the New Company Owner. In the event David Mallo’s employment is terminated with or without cause by the New Company Owner, the Separation Payment will not be payable to David Mallo. Description of Amendments to Retention Agreements In connection with the transactions contemplated in the Offer, on July 30, 2013, each of the above noted employee retention agreements were amended to provide that: (i) subject to there being a Change in Control pursuant to the Offer which results in or leads to the termination of the employment of the employee with the Company, and provided the employee is not offered employment on or before November 30, 2013 which will become effective January 1, 2014 and does not accept an offer of employment effective January 1, 2014 in Comparable Employment with the New Company Owner, the Employee would receive from the Company their Retention Payment after required statutory deductions on or before January 10, 2014; (ii) the employee would not be entitled to provision of the Retention Payment if the employee is offered and accepts Comparable Employment with the New Company Owner effective January 1, 2014 but should the employee decide to resign from his or her employment with the New Company Owner for any reason, or if the employee is terminated by the New Company Owner without Cause, and provided that the termination or resignation is effective on or before July 1, 2014, the Employee would be provided with the Separation Payment; (iii)


---

43 with respect to the Separation Payment due to the employee following a resignation from employment with the New Company Owner for any reason, that the termination or resignation need occur on or before July 1, 2014 but that the Separation Payment would not be payable to the employee in the event his or her employment is terminated with Cause by the New Company Owner; and (iv) that the payment of either the Retention Payment or the Separation Payment, as applicable, is conditional upon the employee providing the form of release as set out as a schedule to the amendment to the employee retention agreement. C.

   Board Practices
 The directors hold office for a term of one year or until the next annual general meeting of the Company, at which time all directors retire, and are eligible for re-election. Prior to the completion of the Offer on August 7, 2013, the Company’s Audit Committee was comprised of Derek Bartlett, Robert Brennan (Chairman) and Robert Sibthorpe. Following the completion of the Offer, the functions of the Audit Committee were taken over by the new board of directors of the Company comprised of Mr. Robert Duff Young, Mr. Shane Swinn and Mr. Jonathan Weisstub (Chairman). The Audit Committee is appointed by the Board of Directors and its members hold office until removed by the Board of Directors or until the next annual general meeting of the Company, at which time their appointments expire and they are then eligible for re-appointment. The Audit Committee operates under an Audit Committee Charter which provides for numerous factors such as establishing the independence of the Company’s auditors, review of the audited financial statements of the Company, liaising with the Company’s auditors and recommending to the Board of Directors whether or not to approve such statements. At the request of the Company’s auditors, the Audit Committee must convene a meeting to consider any matters which the auditor believes should be brought to the attention of the Committee, the Board of Directors or the shareholders of the Company. D.

   Employees
 During the fiscal years ended February 28, 2013 and February 29, 2012, the Company had an average of approximately 160 employees of whom nine worked out of the Company’s head office, 15 worked out of the Company’s Dakar office and approximately 135 worked based at the Company’s OJVG exploration camp. Of the average of 160 employees, 20 worked in management and supervisory roles (four in Canada and 16 in Sénégal), seven in secretarial roles (three in Canada and four in Sénégal), five in accounting roles (two in Canada and three in Sénégal), five as support workers (in Sénégal) and the balance worked as mineral explorationists (one in Canada and the rest in Sénégal). Of those, six were employed as geologists and two as medical personnel while the approximately 125 others were skilled, semi-skilled or unskilled labourers. E.

   Share Ownership
 The following table sets forth the share ownership of those persons listed in subsection 6.B above prior to the completion of the Offer on August 7, 2013 and includes the details of all options to purchase common shares of the Company held by such persons: Name

   Number of CommonShares Held atMay 6, 2013

   Number of OptionsOutstanding atMay 6, 2013

   BeneficialPercentageOwnership1

   ExercisePrice

   Expiry DateDerek Bartlett

   nil

   325,000

   0.34%

   $0.92

   August 24, 2015150,000

   

   $1.30

   March 3, 2016Robert Brennan

   1,214,523

   40,000

   1.45%

   $0.65

   March 31, 2015500,000

   

   $0.92

   August 24, 2015250,000

   

   $1.30

   March 3, 2016Ian D. Brown

   nil

   40,000

   0.54%

   $0.65

   March 31, 2015450,000

   

   $0.92

   August 24, 2015260,000

   

   $1.30

   March 3, 2016


---

44 Name

   Number of CommonShares Held atMay 6, 2013

   Number of OptionsOutstanding atMay 6, 2013

   BeneficialPercentageOwnership1

   ExercisePrice

   Expiry DateNell Dragovan

   2,155,904

   25,000

   2.00%

   $0.65

   March 31, 2015350,000

   

   $0.92

   August 24, 2015225,000

   

   $1.30

   March 3, 2016Chet Idziszek

   6,861,137

   75,000

   6.37%

   $0.65

   March 31, 20151,250,000

   

   $0.92

   August 24, 2015700,000

   

   $1.30

   March 3, 2016Ken Kuchling

   nil

   75,000

   0.14%

   $0.90

   October 7, 2014115,000

   

   $1.30

   March 3, 2016David Mallo

   81,500

   40,000

   0.75%

   $0.65

   March 31, 2015575,000

   

   $0.92

   August 24, 2015335,000

   

   $1.30

   March 3, 2016Robert Sibthorpe

   nil

   325,000

   0.34%

   $0.92

   August 24, 2015150,000

   

   $1.30

   March 3, 2016J.G. Stewart

   746,377

   50,000

   1.05%

   $0.65

   March 31, 2015375,000

   

   $0.92

   August 24, 2015275,000

   

   $1.30

   March 3, 2016Abdoul Aziz Sy

   1,000

   100,000

   0.22%

   $0.65

   March 31, 2015200,000

   

   $1.30

   March 3, 2016Douglas Turnbull

   52,000

   40,000

   0.47%

   $0.65

   March 31, 2015350,000

   

   $0.92

   August 24, 2015210,000

   

   $1.30

   March 3, 2016Total:

   11,112,441

   7,855,000

   13.67%
 Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares owned by a person and the percentage ownership of that person, Common Shares subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of July 5, 2013 are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. This table has been prepared based on 137,368,218 Common Shares outstanding as of July 12, 2013. All of the common shares of the Company that were held by the persons listed in the table above that were tendered to the Offer made by Teranga were taken up and paid for by Teranga on August 7, 2013 and are now owned by Teranga. ITEM 7.

   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  A.

   Major Shareholders
 To the knowledge of the directors and executive officers of the Company, as at August 30, 2013, no person beneficially owned, directly or indirectly, or exercised control or direction over, common shares of the Company carrying 5% or more of the voting rights attached to all outstanding voting common shares of the Company, except as follows: Name

   Number of Common SharesOwned, Controlled or Directed

   Percentage of ClassTeranga Gold Corporation

   99,775,901

   72.63%
  Teranga does not have different voting rights. To the knowledge of the Company, Teranga is not controlled by another corporation, any foreign government or by any other natural or legal persons severally or jointly. Based on the records of the Company’s registrar and transfer agent, as at September 6, 2013, there were 137,368,218 common shares of the Company issued and outstanding and there were 198 record holders of the Company’s common shares resident in the United States. As at September 6, 2013, we estimate that 27,395,235


---

45 common shares of the Company were held in the United States, which represents approximately 19.94 percent of the issued and outstanding common shares of the Company. B.

   Related Party Transactions
 Other than as set out in Notes 11 and 18 to the accompanying financial statements, there were no material transactions in the fiscal year ended February 28, 2013 or to the date of this Annual Report, or proposed material transactions between the Company or any of its subsidiaries and: (a)

   enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company;(b)

   associates;(c)

   individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individual’s family;(d)

   key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of companies and close members of such individuals’ families;(e)

   enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence including enterprises owned by directors or major shareholders of the Company and enterprises that have a member of key management in common with the Company. C.

   Interests of Experts and Counsel
 This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. ITEM 8.

   FINANCIAL INFORMATION
  A.

   Consolidated Statements and Other Financial Information
 This Annual Report contains the consolidated financial statements for the Company for the fiscal year ended February 28, 2013 that contain an Independent Auditor’s Report dated September 13, 2013, Consolidated Statement of Financial Position as at February 28, 2013 and February 29, 2012, Consolidated Statements of Comprehensive Loss for the Fiscal Years Ended February 28, 2013, February 29, 2012 and February 28, 2011, Consolidated Statements of Changes in Equity for the Fiscal Years Ended February 28, 2013, February 29, 2012, and February 28, 2011, Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2013, February 29, 2012, and February 28, 2011, and Notes to the Consolidated Financial Statements. This Annual Report also contains the financial statements for the Company’s significant equity investee, Oromin Joint Venture Group Ltd. (“OJVG”) for the fiscal year ended February 28, 2013 that contain an Independent Auditor’s Report dated September 13, 2013, Statement of Financial Position as at February 28, 2013 and February 29, 2012, Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Fiscal Years Ended February 28, 2013, February 29, 2012, and February 28, 2011, Consolidated Statements of Changes in Shareholders’ Deficiency for the Fiscal Years Ended February 28, 2013, February 29, 2012, and February 28, 2011, Consolidated Statements of Cash Flows for the Fiscal Years Ended February 28, 2013, February 29, 2012, and February 28, 2011, and Notes to the Consolidated Financial Statements. B.

   Significant Changes
 On August 6, 2013, pursuant to the Offer, Teranga acquired approximately 72.63% of the Company’s common shares, including those previously owned by Teranga. Effective August 27, 2013, as amended August 29,


---

46 2013 Teranga and the Company entered into an Arrangement Agreement pursuant to which Teranga proposes to acquire all the remaining shares of the Company pursuant to a Plan of Arrangement with a shareholders’ meeting called for October 2, 2013 to cnonsider and if thought fit approve this plan. In relation to the Offer described above, Bendon announced on July 2, 2013 that is has filed a lawsuit naming Teranga, the Company and SHL as defendants. The lawsuit seeks declaratory, injunctive and monetary relief as a result of Teranga’s Offer. The outcome of the claim is not determinable and, therefore, an estimate of the financial effect, if any, cannot be made. The Company’s position in respect of the lawsuit is summarized in the paragraph above, taken from Note 19. ITEM 9.

   THE OFFER AND LISTING
  A.

   Offer and Listing Details
 The high and low sale prices for the common shares of the Company on the Toronto Stock Exchange (“TSX”) for each of the most recent eight months, each fiscal quarter in each of the last two full years and subsequent period and each of the last five full financial years are as follows: High

   LowFiscal year 2013-2014August 2013

   $0.46

   $0.28July 2013

   $.038

   $.020June 2013

   $0.41

   $0.23May 2013

   $0.43

   $0.25April 2013

   $0.48

   $0.28March 2013

   $0.55

   $0.435February 2013

   $0.80

   $0.52January 2013

   $0.85

   $0.71First Quarter

   $0.55

   $0.252012

   $0.95

   $0.44Fourth Quarter

   $0.85

   $0.52Third Quarter

   $0.84

   $0.60Second Quarter

   $0.71

   $0.44First Quarter

   $0.95

   $0.472011

   $1.36

   $0.77Fourth Quarter

   $1.20

   $0.77Third Quarter

   $1.24

   $0.83Second Quarter

   $1.19

   $0.80First Quarter

   $1.36

   $0.952010

   $1.49

   $0.702009

   $1.43

   $0.582008

   $3.42

   $0.385
 The closing price of the Company's common shares on the TSX Exchange on September 4, 2013 was $0.44. The Company’s common shares were listed on the NASD Over-the-Counter Bulletin Board on October 5, 2006. The high and low sale prices for the common shares of the Company on the Over-the-Counter Bulletin Board for each of the most recent six months and each fiscal quarter in each of the last two full years and subsequent period and each of the last five full financial years are as follows:


---

47 High

   LowFiscal year 2013-2014August 2013

   US$0.41

   US$0.27July 2013

   US$0.36

   US$0.20June 2013

   US$0.38

   US$0.24May 2013

   US$0.40

   US$0.23April 2013

   US$0.46

   US$0.28March 2013

   US$0.54

   US$0.42February 2013

   US$0.80

   US$0.50January 2013

   US$0.86

   US$0.74December 2012

   US$0.81

   US$0.67First Quarter

   US$0.54

   US$0.232012

   US$0.93

   US$0.43Fourth Quarter

   US$0.86

   US$0.50Third Quarter

   US$0.82

   US$0.62Second Quarter

   US$0.72

   US$0.43First Quarter

   US$0.93

   US$0.492011

   US$1.40

   US$0.764Fourth Quarter

   US$1.19

   US$0.764Third Quarter

   US$1.23

   US$0.795Second Quarter

   US$1.21

   US$0.826First Quarter

   US$1.40

   US$0.992010

   US$1.46

   US$0.562009

   US$1.30

   US$0.472008

   US$3.48

   US$0.31
 The closing price of the Company’s common shares on the Over–the-Counter Bulletin Board on September 4, 2013 was US$0.41. B.

   Plan of Distribution
 This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. C.

   Markets
 The common shares of the Company have traded on the TSX Venture Exchange or its predecessor exchanges, or on the Toronto Stock Exchange, since November 6, 1981. They traded under the symbol “OLE” on the TSX Venture Exchange until December 15, 2008. On December 16, 2008 the common shares of the Company commenced trading on the Toronto Stock Exchange, also under the symbol “OLE”. The common shares of the Company have traded on the NASD Over-the-Counter Bulletin Board since October 5, 2006 under the symbol “OLEPF”. D.

   Selling Stockholders
 This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. E.

   Dilution
 This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.


---

48 F.

   Expenses of the Issue
 This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. ITEM 10.

   ADDITIONAL INFORMATION
  A.

   Share Capital
 This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. B.

   Memorandum and Articles of Association
 The Company was amalgamated on February 25, 2002 pursuant to the Company Act (British Columbia)(the “Act”) and is registered with the Registrar of Companies for British Columbia under corporation number 642805. The Company is not limited in its objects and purposes. With respect to directors, the Articles of the Company provide that a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company, or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created to conflict with his duty or interest as a director, shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director, as the case may be, in accordance with the provisions of the Act and shall abstain from voting in respect thereof. This prohibition does not apply to: (i)

  any such contract or transaction relating to a loan to the Company, which a director or a specified corporation or a specific firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan;(ii)

  any contract or transaction made or to be made with, or for the benefit of a holding corporation or a subsidiary corporation of which a director is a director;(iii)

  any contract by a director to subscribe for or underwrite shares or debentures to be issued by the Company or a subsidiary of the Company, or any contract, arrangement or transaction in which a director is, directly or indirectly interested if all the other directors are also, directly or indirectly interested in the contract, arrangement or transaction;(iv)

  determining the remuneration of the directors;(v)

  purchasing and maintaining insurance to cover directors against liability incurred by them as directors; or(vi)

  the indemnification of any director by the Company. The Articles of the Company also provide that the directors may from time to time on behalf of the Company borrow such money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit; issue bonds, debentures and other debt obligations, either outright or as security for any liability or obligation of the Company, or any other person; and mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Company (both present and future). Variation of these borrowing powers would require an amendment to the Articles of the Company that would, in turn, require the approval of the shareholders of the Company by way of a Special Resolution. A Special Resolution means a resolution cast by a majority of not less than 3⁄4 of the votes cast by shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company of which notice as the Articles of the Company provide and not being less than 21 days notice specifying the intention to propose the resolution as a special resolution, has been duly given (or, if every shareholder entitled to attend and vote at the meeting agrees, at a meeting of which less than 21 days notice has been given), or a resolution consented


---

49 to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company. There is no requirement in the Articles of the Company or in the Act requiring retirement or non-retirement of directors under an age limit requirement, nor is there any minimum shareholding required for a director’s qualification. Holders of common shares of the Company are entitled to vote at meetings of shareholders, and a Special Resolution, as described above, is required to effect a change in the rights of shareholders. Holders of common shares are not entitled to pre-emptive rights. Holders of common shares are entitled, rateably, to the remaining property of the Company upon liquidation, dissolution or winding up of the Company, and such holders receive dividends if, as, and when, declared by the directors of the Company. There are no restrictions on the purchase or redemption of common shares by the Company while there is an arrearage in the payment of dividends or sinking fund installments. There is no liability on the part of any shareholder to further capital calls by the Company nor any provision discriminating against any existing or prospective holder of securities of the Company as a result of such shareholder owning a substantial number of shares. There are no limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities imposed by the Act or by the constating document of the Company. The Company is required to give its registered shareholders not less than 21 days notice of any general meeting of the Company unless all such shareholders consent to reduce or waive the period. In addition, the Company is obliged to give notice to registrants and intermediaries who hold shares on behalf of the ultimate beneficial owners no fewer than 35 or more than 60 days prior to the date of the meeting. The Company then delivers, in bulk, proxy-related materials in amounts specified by the intermediaries. No shares of the Company owned by registrants or intermediaries may be voted at a general meeting of the Company unless all proxy-related materials are delivered to the ultimate beneficial owners of such shares. Such ultimate beneficial owner must then deliver a proxy to the Company within the time limited by the Company for the deposit of proxies in order to vote the shares in respect of which such person is the beneficial owner. There is no provision in the Company's Articles that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries). Securities legislation in the Company’s home jurisdiction of British Columbia requires that shareholder ownership must be disclosed once a person owns beneficially or has control or direction over greater than 10% of the issued shares of the Company. This threshold is higher than the 5% threshold under U.S. securities legislation at which shareholders must report their share ownership. C.

   Material Contracts
 By a Mining Convention signed February 17, 2005 between the Company and the Government of Sénégal, the Company, on behalf of the Oromin Joint Venture Group (“OJVG”), was granted an exploration concession to explore the OJVG Property, a 230 square kilometre property in the Republic of Sénégal. The OJVG was a joint venture between the Company and Bendon International Ltd. (“Bendon”), each as to 50% with the Company and Bendon each holding a 6.5% interest in trust for Badr Investment & Finance Company (“Badr”), a private company based in Saudi Arabia, pending its execution of a tripartite joint venture agreement on the same terms as the current joint venture agreement between the Company and Bendon, such joint venture interest to be transferred to Badr on execution of such tripartite agreement. In order to acquire a 100% interest in the OJVG Property, the OJVG was required to spend at least USD$8 million on exploration of the OJVG Property by April 17, 2007 which it has done. By an agreement dated December 18, 2006, as amended, between Oromin Joint Venture Group Ltd. (“OJVG Ltd.”), Sabodala Holding Limited (“SHL”) (a wholly-owned subsidiary of the Company), Bendon and Badr, the OJVG was converted into a corporate form. SHL and Bendon each own a 43.5% interest and Badr owns a 13% interest in OJVG Ltd. SHL and Bendon have agreed to each fund 50% of the costs of exploration and development of the OJVG


---

50 Property, with Badr’s interest being fully carried for as long as it owns an interest in OJVG Ltd. The exploration concession comprising the OJVG Property has been assigned the OJVG Ltd. SHL is the operator of OJVG Ltd. to which it provides exploration and management services. In March 2007, the Government of Sénégal granted a twenty month extension (to December 22, 2008) to the current Mining Convention by requiring the spending of an additional USD$12 million during the extension period –which condition has been met. Thereafter, OJVG Ltd. had ten months (to October 22, 2009) to complete a preliminary Feasibility Study on the project, at which point the concession could be converted to an exploitation concession. The preliminary Feasibility Study was completed in August 2009, meeting this condition. Upon conversion of the concession from an exploration to an exploitation concession, OVJG Ltd. must establish an operating company to further develop the OJVG Property and is obliged to offer to Sénégalese nationals the right to purchase up to 25% of such operating company at a price determined by an independent valuator. On January 26, 2010, OJVG was granted a mining licence for the OJVG Property. The mining licence is for a term of fifteen years and will permit OJVG to begin mining operations in accordance with recommendations of the Feasibility Study authored by SRK Consulting and Ausenco Limited and completed in July 2010 – subject to the making of a production decision of the owners, a step which has not to date occurred. OJVG is in the process of establishing an operating company to undertake the development of the OJVG Property as required by the Mining Convention as disclosed above. The operating company will be owned by OJVG as to 90% and by the Government of Sénégal as to 10% subject to the requirement to offer to Sénégalese nationals the right to purchase up to 25% of such operating company set out above. The interest to be owned by the Government of Sénégal is fully carried and the Government of Sénégal is also entitled to royalties equal to 3% of net smelter returns. D.

   Exchange Controls
 There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of the Company’s common shares. Any remittances of dividends to United States residents are, however, subject to a 15% withholding tax (5% if the shareholder is a corporation owning at least 10% of the outstanding common shares of the Company) pursuant to Article X of the reciprocal tax treaty between Canada and the United States. See “Item 10 – Additional Information – E. Taxation”, below. Except as provided in the Investment Canada Act (the “Act”), which has provisions which govern the acquisition of a control block of voting shares by non-Canadians of a corporation carrying on a Canadian business, there are no limitations specific to the rights of non-Canadians to hold or vote the common shares of the Company under the laws of Canada or the Province of British Columbia or in the charter documents of the Company. Management of the Company considers that the following general summary fairly describes those provisions of the Act pertinent to an investment in the Company by a person who is not a Canadian resident (a “non-Canadian”). The Act requires a non-Canadian making an investment which would result in the acquisition of control of the Canadian business to notify the Investment Review Division of Industry Canada, the federal agency created by the Act; or in the case of an acquisition of a Canadian business, the gross value of the assets of which exceeds certain threshold levels or the business activity of which is related to Canada’s cultural heritage of national identity, to file an application for review with the Investment Review Division. The notification procedure involves a brief statement of information about the investment on a prescribed form that is required to be filed with Investment Canada by the investor at any time up to 30 days following implementation of the investment. Once the completed notice has been filed, a receipt bearing the certificate date will be issued to the non-Canadian investor. The receipt must advise the investor either that the investment proposal is unconditionally non-reviewable or that the proposal will not be reviewed as long as notice of review is not issued within 21 days of the date certified under the receipt. It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canada’s cultural heritage and national identity.


---

51 If an investment is reviewable under the Act, an order for review must be issued within 21 days after the certified date on which notice of investment was received. An application for review in the form prescribed is required to be filed with Investment Canada prior to the investment taking place. Once the application has been filed, a receipt will be issued to the applicant, certifying the date on which the application was received. For incomplete applications, a deficiency notice will be sent to the applicant, and if not done within 15 days of receipt of application, the application will be deemed to be complete as of the date it was received. Within 45 days after the complete application has been received, the Minister responsible for the Investment Canada Act must notify the potential investor that the Minister is satisfied that the investment is likely to be of net benefit to Canada. If within such 45-day period the Minister is unable to complete the review, the Minister has an additional 30 days to complete the review, unless the applicant agrees to a longer period. Within such additional period, the Minister must advise either that he is satisfied or not satisfied that the investment is likely to be of net benefit to Canada. If the time limits have elapsed, the Minister will be deemed to be satisfied that the investment is likely to be of net benefit to Canada. The investment may not be implemented until the review has been completed and the Minister is satisfied that the investment is likely to be of net benefit to Canada. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, could be penalized by being required to divest himself of control of the business that is the subject of the investment. To date, the only types of business activities which have been prescribed by regulation as related to Canada’s cultural heritage or national identity deal largely with publication, film and music industries. Because the Company’s total assets are less than the $5 million notification threshold, and because the Company’s business activities would likely not be deemed related to Canada’s cultural heritage or national identity, acquisition of a controlling interest in the Company by a non-Canadian investor would not be subject to even the notification requirements under the Investment Canada Act. The following investments by non-Canadians are subject to notification under the Act:1.

   an investment to establish a new Canadian business; and2.

   an investment to acquire control of a Canadian business that is not reviewable pursuant to the Act.The following investments by a non-Canadian are subject to review under the Act:1.

   direct acquisition of control of Canadian businesses with assets of $5 million or more, unless the acquisition is being made by a World Trade Organization (“WTO”) member country investor (the United States being a member of the WTO);2.

   direct acquisition of control of Canadian businesses with assets of $172,000,000 or more by a WTO investor;3.

   indirect acquisition of control of Canadian business with assets of $5 million or more if such assets represent more than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by a WTO investor, in which case there is no review;4.

   indirect acquisition of control of Canadian businesses with assets of $50 million or more even if such assets represent less than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by a WTO investor, in which case there is no review; and5.

   an investment subject to notification that would not otherwise be reviewable if the Canadian business engages in the activity of publication, distribution or sale of books, magazines, periodicals, newspapers, film or video recordings, audio or video music recordings, or music in print or machine-readable form. Generally speaking, an acquisition is direct if it involves the acquisition of control of the Canadian business or of its Canadian parent or grandparent and an acquisition is indirect if it involves the acquisition of control of a non-Canadian parent or grandparent of an entity carrying on the Canadian business. Control may be acquired through the acquisition of actual voting control by the acquisition of voting shares of a Canadian corporation or through the acquisition of substantially all of the assets of the Canadian business. No change of voting control will be deemed to have occurred if less than one-third of the voting control of a Canadian corporation is acquired by an investor.


---

52 A WTO investor, as defined in the Act, includes an individual who is a national of a member country of the World Trade Organization or who has the right of permanent residence in relation to that WTO member, a government or government agency of a WTO investor-controlled corporation, limited partnership, trust or joint venture and a corporation, limited partnership, trust or joint venture that is neither WTO-investor controlled or Canadian controlled of which two-thirds of its board of directors, general partners or trustees, as the case may be, or any combination of Canadians and WTO investors. The higher thresholds for WTO investors do not apply if the Canadian business engages in activities in certain sectors such as uranium, financial services, transportation services or communications. The Act specifically exempts certain transactions from either notification or review. Included among this category of transactions is the acquisition of voting shares or other voting interests by any person in the ordinary course of that person’s business as a trader or dealer in securities. E.

   Taxation
 Material Canadian Federal Income Tax Consequences Through consultation with counsel, management of the Company believes that the following general summary accurately describes all material Canadian federal income tax consequences applicable to a holder of common shares of the Company who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his common shares of the Company in connection with carrying on a business in Canada (a “non-resident holder”). This summary is based upon the current provisions of the Income Tax Act (Canada) (the “ITA”), the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of Canada, Customs and Revenue Agency, and all specific proposals (the “Tax Proposals”) to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in their form as of the date of this Annual Report. This description, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, government or judicial action, nor does it take into account provincial, territorial, or foreign tax considerations which may differ significantly from those discussed herein. Dividends Dividends paid on the common shares of the Company to a non-resident holder will be subject to withholding tax. The Canada-U.S. Income Tax Convention (1980) (the “Treaty”) provides that the normal 25% withholding tax rate under the ITA is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to beneficial owners of the dividends who are residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation that is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend. Capital Gains Under the ITA, a taxpayer’s capital gain or capital loss from a disposition of a share of the Company is the amount, if any, by which his proceeds of disposition exceed (or are exceeded by) the aggregate of his adjusted cost base of the share and reasonable expenses of disposition. One half of a capital gain (the “taxable capital gain”) is included in income, and one half of a capital loss in a year (the “allowable capital loss”) is deductible from taxable capital gains realized in the same year. The amount by which a shareholder’s allowable capital loss exceeds his taxable capital gains in a year may be deducted from a taxable capital gain realized by the shareholder in the three previous or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.


---

53 A non-resident holder is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a public corporation unless the share represents “taxable Canadian property” to the holder thereof. The Company is a public corporation for purposes of the ITA and a common share of the Company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arm’s length, or the non-resident holder and persons with whom he did not deal at arm’s length together owned not less than 25% of the issued shares of any class of shares of the Company. Where a non-resident holder who is an individual ceased to be resident in Canada, and at the time he ceased to be a Canadian resident elected to have his Company shares treated as taxable Canadian property, he will be subject to Canadian tax on any capital gain realized on disposition of the Company’s shares, subject to the relieving provisions of the Treaty described below. Shares of the Company may also be taxable Canadian property to a holder if the holder acquired them pursuant to certain tax-deferred “rollover” transactions whereby the holder exchanged property that was taxable Canadian property for shares of the Company. Where the non-resident holder realized a capital gain on a disposition of the Company shares that constitute taxable Canadian property, the Treaty relieves the non-resident shareholder from liability for Canadian tax on such capital gains unless: (a)

   the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production from natural resources, which is the case for the Company,(b)

   the non-resident holder is an individual who was resident in Canada for not less than 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he ceased to be resident in Canada or are property substituted for property that was owned at that time, or(c)

   the shares formed part of the business property of a “permanent establishment” or pertained to a fixed base used for the purpose of performing independent personal services that the shareholder has or had in Canada within the 12 months preceding the disposition. Material United States Federal Income Tax Consequences The following summary is a general discussion of the material United States Federal income tax considerations to U.S. holders of shares of the Company under current law. This discussion assumes that U.S. holders hold their shares of the Company’s common stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). It does not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with the conduct of a trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation, shareholders who hold their stock as ordinary assets and not capital assets and any other non-U.S. holders. In addition, U.S. holders may be subject to state, local or foreign tax consequences. No opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is being made by the Company herein. Holders and prospective holders should therefore consult with their own tax advisors with respect to their particular circumstances. This discussion covers all material tax consequences. The following discussion is based upon the sections of the Code, Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This decision does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. Accordingly, holders and prospective


---

54 holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company. U.S. Holders As used herein, a “U.S. Holder” includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity that is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of shares of the Company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with conduct of trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets. Distributions on Common Shares of the Company U.S. Holders receiving dividend distribution (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distribution to the extent that the Company has current or accumulated earnings and profits as defined under U.S. Federal tax law, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s United States Federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the shares and thereafter as gain from the sale or exchange of the shares. Preferential tax rates for long-term net capital gains are applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation. Dividends paid on the shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion. In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, for tax years after 1997, an individual whose realized foreign exchange gain does not exceed U.S. $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense other than travel expenses in connection with a business trip (or as an expense for the production of income). Foreign Tax Credit A U.S. Holder who pays (or has withheld from distribution) Canadian income tax with respect to the ownership of shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject


---

55 to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during the year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States Federal income tax liability that the U.S. Holder’s foreign source income bears to this or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of shares of the Company should consult their own tax advisors regarding their individual circumstances. Information Reporting and Backup Withholding U.S information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Company’s common shares. Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to finish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder generally will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS. Certain U.S. Holders, including corporations, are not subject to backup withholding. Disposition of Common Shares of the Company A U.S. Holder will recognize a gain or loss upon the sale of shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the shares of the Company. This gain or loss will be a capital gain or loss if the shares are a capital asset in the hands of the U.S. Holder, and will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital loss are subject to significant limitations. Corporate capital losses (other than losses of corporations electing under Subchapter S of the Code) are deductible to the extent of capital gains. Non-corporate taxpayers may deduct net capital losses, whether short-term or long-germ, up to U.S. $3,000 a year (U.S. $1,500 in the case of a married individual filing separately). For U.S. Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted. Currency Exchange Gains or Losses U.S. holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrendered in the purchase transaction). Similarly, a U.S. holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange. Gain or loss, if any, recognized on a disposition of Canadian currency in connection with the described transactions generally will be treated as ordinary gain or loss.


---

56 Other Considerations In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company (the Company does not believe that it will qualify in the next year, or has qualified within the past three fiscal years, as a “foreign personal holding company”, “foreign investment company”, “passive foreign investment company” or “controlled foreign corporation” as discussed below): Foreign Personal Holding Company If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens of the United States and 60% or more of the Company’s gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company would be treated as a “foreign personal holding company”. In that event, U.S. Holders that hold common shares of the Company (on the earlier of the last day of the Company’s tax year or the last date in which the Company was a foreign personal holding company) would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. Foreign Investment Company If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains. Passive Foreign Investment Company As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which are producing passive income (generally 75% or more of its gross income in a taxable year is passive income, or the average percentage of the Company’s assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%). Passive income is generally defined to include gross income in the nature of dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter aliafrom a PFIC whose business is actively involved in such commodities; certain foreign currency gains; and other similar types of income. U.S. Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned, in addition to treatment of gain realized on the disposition of common shares of the PFIC as ordinary income rather than capital gain. However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder’s interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC’s ordinary earnings and net capital gain regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or person. Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such U.S. Holder will not be subject to the special taxation rules of PFIC described above for the taxable year for which the mark-to-market election is made. A U.S.


---

57 Holder who makes such an election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of the shares of the Company as of the close of such tax year over such U.S. Holder’s adjusted basis in such shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for the shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with respect to a U.S. Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) shares in the Company and the Company is a PFIC (“Non-Electing U.S. Holder”), over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in the shares of the Company will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election. A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election. The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing U.S. Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases, the basis of the Company’s shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized. A U.S. Holder who has made a timely QEF election (as discussed below) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganization, and transfers at death. The transferee’s basis in this case will depend on the manner of transfer. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the shares of the Company are transferred. Each U.S. Holder should consult a tax advisor with respect to how the PFIC rules affect their tax situation. The PFIC and QEF election rules are complex. U.S. Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules. Controlled Foreign Corporation If more than 50% of the voting power of all classes of stock or total value of the stock of the Company is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom owns 10% or more of the total combined voting power of all classes of stock of the Company (“United States shareholder”), the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would effect many complex results including the required inclusion by such United States shareholders in income of their pro rata shares of “Subpart F income” (as specifically defined by the Code) of the Company. Subpart F requires current inclusions in the income of United States shareholders to the extent of a controlled foreign corporation’s accumulated earnings invested in “excess passive” assets (as defined by the Code). In addition, under Section 1248 of the Code, gain from sale or exchange of stock by a holder of common shares of the Company who is or was a United States shareholder at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of earnings and profits of the Company attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the holders of common shares of the Company, a more detailed review of these rules is outside the scope of this discussion. If the Company is both a PFIC and controlled foreign corporation, the Company will generally not be treated as a PFIC with respect to United States shareholders of the controlled foreign corporation. This rule generally will be effective for taxable years of the Company ending with or within such taxable years of United States shareholders. The foregoing summary is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This discussion does not consider the potential effects, both


---

58 adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. Accordingly, holders and prospective holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company. F.

   Dividends and Paying Agents
 This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. G.

   Statements by Experts
 This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section. H.

   Documents on Display
 Any documents referred to in this Annual Report may be inspected at the head office of the Company, Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9, during normal business hours. I.

   Subsidiary Information
 There is no information relating to the Company’s subsidiaries which must be provided in Canada and which is not otherwise called for by the body of generally accepted accounting principles used in preparing the financial statements. ITEM 11.

   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 The Company believes the disclosure requirements set out in this item of Form 20-F are sufficiently met by reproducing here the contents of Note 15 to the consolidated financial statements, “Financial Risk Management”. This content is as follows: The Company is exposed to a variety of financial risks by virtue of its activities, including foreign currency risk, liquidity risk, equity market risk, interest rate risk and credit risk. The Company’s objective with respect to financial instrument risk management is to minimize potential adverse effects on the Company’s financial position and performance. Management is responsible to the Board of Directors for establishing controls and procedures with the objectives that financial instrument risks are mitigated to acceptable levels. Foreign currency risk Foreign currency risk is the risk that the fair values of financial assets and liabilities denominated and for settlement in currencies other than the Canadian dollar (CAD) may fluctuate because of changes in foreign exchange rates. The Company holds a portion of its cash in United States dollars (USD) however at February 28, 2013 the Company’s exposure to exchange rate changes for the USD was not material. To date the Company has elected not to hedge its USD exposures by futures or options strategies. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. At February 28, 2013 the Company held cash resources of $1,102,274 and had accounts payable and accrued liabilities of $562,514 and was able to meet its obligations as they became due. On a standalone basis, the Company has no regular cash flow from its operating activities. To continue to be able to meet its obligations as they become due, the Company will depend on funding from its controlling shareholder being Teranga Gold


---

59 Corporation. If such funds are not made available, the Company would be required to postpone or curtail its operating and investing activities. As set out in Note 9 and Note 19 to the accompanying financials statements and elsewhere in this 20-F filing, the Company has entered into a loan payable arrangement with a balance of funds borrowed of $1,800,000 at February 28, 2013 and $3,802,000 at July, 2013. Teranga has made arrangements to repay the loan facility. The Company manages its liquidity risk by forecasting cash flow requirements for its planned joint venture investment and corporate activities and anticipating investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of annual budgets and of significant expenditures and commitments, and in monitoring the climate and opportunity for equity financings. Equity market risk The Company is exposed to equity price risk arising from its investments, which are marketable securities classified as available-for-sale. The Company’s maximum exposure to equity price risk is the carrying value of its investments. Interest rate risk The Company’s exposure to interest rate risk is not material. The natures of its financial instruments do not lead to any material risk that their fair values or future cash flows will fluctuate because of changes in market interest rates. Credit risk Credit risk is the risk of financial loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company has no material counter-parties to its financial instruments with the exception of the financial institutions which hold its cash deposits. The Company manages this credit risk by investing its cash in interest-bearing accounts at a major Canadian chartered bank. The Company’s material receivables consist primarily of sales tax receivables due from the federal government of Canada. Because of these circumstances, the Company does not believe it has a material exposure to credit risk. ITEM 12.

   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item. PART II ITEM 13.

   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 There has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries. There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company. ITEM 14.

   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 Neither the Company nor, to the best of its knowledge, anyone else has modified materially or qualified the rights evidenced by any class of registered securities.


---

60 ITEM 15.

   CONTROLS AND PROCEDURES
 EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is collected and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this Annual Report, the fiscal year ended February 28, 2013 an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were adequately designed and effective in providing reasonable assurance that material information required to be disclosed in the reports that management files and submits under the Exchange Act, is recorded, processed summarized and reported within the time periods specified in the SEC rules and forms. It should be noted that while the Company’s chief executive officer and chief financial officer believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible to the Board of Directors for the preparation of financial statements of the Company. These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the IASB and necessarily include some amounts based on estimates and judgments. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s ICFR described below. The Company’s ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, ICFR may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. Management has assessed the effectiveness of the Company’s internal control over financing reporting as at February 28, 2013. In making the assessment, management has used the criteria established in Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the Company’s ICFR. Based on this assessment, and based on that evaluation have concluded that our ICFR were effective at the financial year end. In our previous Form 20-F for the year ended February 29, 2012 the Company reported that as at its fiscal year ended February 29, 2012 its ICFR was not effective. This was based on the following material weaknesses: (i) the Company’s entity-level controls, specifically its whistleblower process, were not appropriately designed nor implemented effectively and its code of conduct was not distributed to key employees; (ii) the financial reporting period end close


---

61 process had a material weakness resulting from an aggregate of deficiencies related to the preparation, review and approval of account analyses, summaries and reconciliations. These weaknesses were remediated in or leading up to the fourth fiscal quarter ended February 28, 2013 by the Company implementing a whistleblower policy to address how complaints can be communicated, investigated and resolved, with the ability to provide for anonymity and protection for the complainant, and by carrying out a process to distribute and require acknowledgment of its code of conduct on at least an annual basis to key employees. The second material weakness was remediated by the Company implementing specific measures within its financial reporting process requiring detailed analysis, review and assessment of the reasonableness of period-end balances and use of estimates. Detailed project assessments are conducted to ensure that those matters that may have accounting and financial disclosure impacts are identified appropriately. The Company has increased its use of contract professional accounting assistance in the 2013 fiscal year and in the fiscal year currently under way to support the remediation of this previously identified material weakness, and, in addition, has undertaken the practice of having its quarterly interim financial statements subject to a review engagement by its external auditors before they are issued, effective with the first fiscal quarter ended May 31, 2012. The remediation of the control deficiencies described above constitutes a significant change, by way of improvements, in the Company’s ICFR. The Company is required to provide an auditor’s attestation report on ICFR for the fiscal year ended February 28, 2013. In this Annual Report, the Company’s independent registered public accounting firm, Davidson & Company LLP, Chartered Accountants, in Vancouver, BC, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended February 28, 2013. Davidson & Company LLP has audited the Company’s financial statements included in this Annual Report on Form 20-F and has issued an attestation report on the Company’s ICFR. The Auditor’s Attestation Report is included in the Company’s financial statements, attached hereto as Exhibit page F-4. Other than the matters described above, there were no significant changes in the Company’s ICFR or in other factors that could significantly affect these controls subsequent to the date of their evaluation. ITEM 16.

   [RESERVED]
  ITEM 16A.

   AUDIT COMMITTEE FINANCIAL EXPERTS
 Prior to the completion of the Offer on August 7, 2013, the Company had determined that Robert Sibthorpe qualifies as an “audit committee financial expert” and is independent as that term is defined in the listing standards of the National Association of Securities Dealers. Mr. Sibthorpe holds a B.Sc. in geology and an MBA from the University of Toronto. He worked as a mining analyst and director of Yorkton Securities Inc. from 1986 to 1996. He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as a mining analyst from 1999 to 2001. Since 2001 he has worked as an independent mining consultant. ITEM 16B.

   CODE OF ETHICS
 The Company has adopted a Code of Ethics applicable to its directors, principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions. The Company undertakes to provide a copy of the Company’s Code of Ethics to any person, without charge, upon request in writing to the Secretary of the Company, whose address is Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9.


---

62 ITEM 16C.

   PRINCIPAL ACCOUNTANT FEES AND SERVICES
 During the fiscal years ended February 28, 2013 and February 29, 2012, the Company was billed the following amounts of fees to Davidson & Company, the Company’s principal accountants, for the following categories of services: Type of Fees

   Fiscal 2013 Amount Billed

   Fiscal 2012 Amount BilledAudit fees

   $167,000

   $150,000Audit-related fees

   $20,000

   $20,000Tax fees

   nil

   $9,400All other fees

   nil

   nilTotal fees

   $187,000

   $179,400
 Audit-related fees were billed for the auditors’ participation in prospectus-related due diligence. Tax fees were billed for tax compliance services including tax return preparation. As required by Rule 2-01(c)(7)(i) of Regulation S-X, before the accountant was engaged by the Company to render audit or non-audit services, the Company’s audit committee approved the engagement. ITEM 16D.

   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 The information referred to in this Item is not required for the fiscal year ended February 28, 2013, which is the period covered by this Annual Report on Form 20-F. ITEM 16E.

   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 There were no such purchases; accordingly, the information referred to in this Item is not required for the fiscal year ended February 28, 2013, which is the period covered by this Annual Report on Form 20-F. PART III ITEM 17.

   FINANCIAL STATEMENTS
 See the Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report. These financial statements were prepared in accordance with IFRS as issued by the IASB and are expressed in Canadian dollars. For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see page 10 of this Annual Report. ITEM 18.

   FINANCIAL STATEMENTS
 Not applicable


---

63 ITEM 19.

   EXHIBITS
  (a)

   Financial Statements
  Description of Document

   Page No.Oromin Explorations Ltd.Cover Sheet

   F -1Independent Auditors’ Report dated September 13, 2013

   F -2Consolidated Statements of Financial Position as at February 28, 2013 and February 29, 2012

   F -6Consolidated Statements of Comprehensive Loss for the Years Ended February 28, 2013, February 29, 2012 and February 28, 2011

   F -7Consolidated Statements of Changes in Equity for the Years Ended February 28, 2013, February 29, 2012 and February 28, 2011

   F -8Consolidated Statements of Cash Flows for the Years Ended February 28, 2013, February 29, 2012 and February 28, 2011

   F -10Notes to the Consolidated Financial Statements

   F -11Oromin Joint Venture Group Ltd.Cover Sheet

   F -35Independent Auditors’ Report dated September 13, 2013

   F -36Consolidated Statements of Financial Position as at February 28, 2013 and February 29, 2012

   F -38Consolidated Statements of Income (Loss) and Comprehensive (Loss) for the Years ended February 28, 2013, February 29, 2012 and February 28, 2011

   F -39Consolidated Statements of Changes in Shareholders’ Deficiency for the years ended February 28,2013,  February 29, 2012 and February 28, 2011

   F -40Consolidated Statements of Cash Flows for the Years ended February 28, 2013, February 29, 2012 and February 28, 2011

   F -41Notes to Financial Statements

   F -42
  (b)

   Exhibits Exhibit Number

   Description of Document

   Page Number*1.A.

   Certificate of British Columbia Registrar of Companies as to the incorporation of Maple Leaf Petroleum Ltd.*1.B.

   Certificate of British Columbia Registrar of Companies as to the change of name to International Maple Leaf Resource Corporation*1.C.

   Certificate of British Columbia Registrar of Companies as to the change of name to Maple Resource Corp.*1.D.

   Certificate of British Columbia Registrar of Companies as to the change of name to Birchwood Ventures Ltd.*1.E.

   Certificate of British Columbia Registrar of Companies as to the change of name to Oromin Explorations Ltd.*1.F.

   Articles of the Company*4.A.

   Option Agreement dated April 5, 1999 between the Company, Camnor Resources (USA) Inc. and Camnor Resources Ltd. regarding the South Salcha property*4.B.

   Option Agreement dated April 15, 1999 between the Company and Camnor Resources Ltd. regarding the Cirque property*4.C.

   Loan Agreement dated December 4, 2000 between the Company and Chet Idziszek


---

64 Exhibit Number

   Description of Document

   Page Number*4.D.

   Resolution No. 2 of the Secretariat of Energy and Mining of the Republic of Argentina respecting the Santa Rosa property dated March 16, 2001*4.E.

   Letter agreement dated April 30, 2003 between Cynthia Holdings Limited, The Havana Group Inc., Bible Resources Limited and Irie Isle Limited regarding the Santa Rosa property*4.F.

   Letter agreement dated January 27, 2005 between the Company, Lund Gold Ltd. and Dirceu Santos F. Sobrinho regarding the Carneirinho Property*4.G.

   English Language Summary of the Mining Convention between the Company and the Government of Sénégal signed February 17, 2005 respecting the OJVG (formerly Sabodala) Property*4.H.

   Loan Agreement dated April 28, 2005 between the Company and Chet Idziszek*4.I.

   Loan Agreement dated April 28, 2005 between the Company and Nell Dragovan*4.J.

   Loan Agreement dated April 28, 2005 between the Company and J.G. Stewart Law Corporation Ltd.*4.K.

   Loan Agreement dated April 28, 2005 between the Company and David Scott*4.L.

   Loan Agreement dated August 9, 2005 between the Company and Naples Explorations, LLC*4.M.

   Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.*4.N.

   Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited*4.O.

   Shareholders Agreement dated December 18, 2006 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited*4.P.

   Amendment Agreement to the Shareholders Agreement, dated January 1, 2007 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited*4.Q.

   Ministry of Energy and Mines, Republic of Sénégal, Transfer and Extension Decree, dated February 7, 2007 for the OJVG (formerly Sabodala) Property*4.R.

   Certificate of Incorporation – Sabodala Holding Limited*4.S.

   Letter Agreement dated March 12, 2007 between the Company and Lund Gold Ltd. on the Carneirinho Property, Brazil*4.T.

   Letter Agreement dated March 11, 2008 between the Company and Chet Idziszek regarding the Santa Rosa Property, Argentina*4.U.

   Final Decree dated April 30, 2008 from the Government of Mendoza on the Santa Rosa Property with the English sworn translation following directly behind*4.V.

   Shareholder Rights Plan dated June 27, 2008*4.W.

   Share Compensation Plan dated July 29, 2008*4.X.

   Stock Option Plan dated July 29, 2008


---

65 Exhibit Number

   Description of Document

   Page Number*4.Y.

   Amended Stock Option Plan dated July 14, 2009*4.Z.

   Participation Agreement dated December 23, 2008 between Otto Energy Limited, Oromin Explorations Ltd., Irie Isle Limited, Cynthia Holdings Limited and Exploraciones Oromin, S.A.*4.AA.

   English translation of the Extension to the Mining Convention for the OJVG (formerly Sabodala) Project, dated December 31, 2008*4.BB

   English translation of the Mining License for the OJVG Project, dated January 26, 2010*

   Official French Version, in pdf format only, of the Mining License for the OJVG Project, dated January 26, 2010 is attached as a link in the Exhibit Index.*5.A

   Stock Option Plan dated July 14, 2009 (as amended March 1, 2011)*5.B.

   English translation of Rider Number 1 to the Mining Convention, dated March 28, 2011*

   Official French version, in pdf format only, of Rider Number 1 to the Mining Convention, dated March 28, 2011 is attached as a link in the Exhibit Index*5.C.

   English translation of Rider Number 2 to the Mining Convention, dated September 23, 2011*

   Official French version, in pdf format only, of Rider Number 2 to the Mining Convention, dated September 28, 2011 is attached as a link in the Exhibit Index*5.D.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Ian Brown, dated October 28, 2011*5.E.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Nell Dragovan, dated October 28, 2011*5.F.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Chet Idziszek, dated October 28, 2011*5.G.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and David Mallo, dated October 28, 2011*5.H.

   2011 Consulting Retention Agreement between Oromin Explorations Ltd. and James G. Stewart, dated October 28, 20115.I.

   2013 Amendment to Employee Retention Agreement between Oromin Explorations Ltd. and Ian Brown, dated July 30, 2013

   E-5325.J.

   2013 Amendment to Employee Retention Agreement between Oromin Explorations Ltd. and Nell Dragovan, dated July 30, 2013

   E-5385.K.

   2013 Amendment to Employee Retention Agreement between Oromin Explorations Ltd. and Chet Idziszek, dated July 30, 2013

   E-5445.L.

   2013 Amendment to Employee Retention Agreement between Oromin Explorations Ltd. and David Mallo, dated July 30, 2013

   E-550


---

66 Exhibit Number

   Description of Document

   Page Number5.M.

   2013 Amendment to Consultant Retention Agreement between Oromin Explorations Ltd. and James G. Stewart, dated July 30, 2013

   E-5565.N.

   Support Agreement between Oromin Explorations Ltd. and Teranga Gold Corporation, dated July 22, 2013

   E-5625.O.

   Arrangement Agreement between Oromin Explorations Ltd. and Teranga Gold Corporation, dated August 27, 2013

   E-6065.P.

   Amending Agreement to the Arrangement Agreement between Oromin Explorations Ltd. and Teranga Gold Corporation, dated August 29, 2013

   E-6255.Q.

   Oromin Explorations Ltd., Code of Business Conduct and Ethics, updated February, 2013, Schedule A and Schedule B. (Schedule B here is an English extraction from the official version, viewable below). To view the official version of Schedule B, to the Oromin Explorations Ltd., Code of Business Conduct and Ethics, please click on the link here

   E-6286.B.

   Oromin Explorations Ltd., Whistleblower Policy

   E-64012.1

   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   E-12.112.2

   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   E-12.213.1

   Certification of Chief Executive Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   E-13.113.2

   Certification of Chief Financial Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   E-13.2*

   These exhibits were previously filed with the Company’s Registration Statement or a previous Annual Report on Form 20 F (file no 30614)


---

67 SIGNATURES The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf. Dated at Vancouver, British Columbia, this 13thday of September, 2013OROMIN EXPLORATIONS LTD.Signed: “Chet Idziszek”Per: Chet IdziszekTitle: Chief Executive Officer


---

68 EXHIBIT INDEX Exhibit Number

   Description of Document

   Page Number*1.A.

   Certificate of British Columbia Registrar of Companies as to the incorporation of Maple Leaf Petroleum Ltd.*1.B.

   Certificate of British Columbia Registrar of Companies as to the change of name to International Maple Leaf Resource Corporation*1.C.

   Certificate of British Columbia Registrar of Companies as to the change of name to Maple Resource Corp.*1.D.

   Certificate of British Columbia Registrar of Companies as to the change of name to Birchwood Ventures Ltd.*1.E.

   Certificate of British Columbia Registrar of Companies as to the change of name to Oromin Explorations Ltd.*1.F.

   Articles of the Company*4.A.

   Option Agreement dated April 5, 1999 between the Company, Camnor Resources (USA) Inc. and Camnor Resources Ltd. regarding the South Salcha property*4.B.

   Option Agreement dated April 15, 1999 between the Company and Camnor Resources Ltd. regarding the Cirque property*4.C.

   Loan Agreement dated December 4, 2000 between the Company and Chet Idziszek*4.D.

   Resolution No. 2 of the Secretariat of Energy and Mining of the Republic of Argentina respecting the Santa Rosa property dated March 16, 2001*4.E.

   Letter agreement dated April 30, 2003 between Cynthia Holdings Limited, The Havana Group Inc., Bible Resources Limited and Irie Isle Limited regarding the Santa Rosa property*4.F.

   Letter agreement dated January 27, 2005 between the Company, Lund Gold Ltd. and Dirceu Santos F. Sobrinho regarding the Carneirinho Property*4.G.

   English Language Summary of the Mining Convention between the Company and the Government of Sénégal signed February 17, 2005 respecting the OJVG (formerly Sabodala) Property*4.H.

   Loan Agreement dated April 28, 2005 between the Company and Chet Idziszek*4.I.

   Loan Agreement dated April 28, 2005 between the Company and Nell Dragovan*4.J.

   Loan Agreement dated April 28, 2005 between the Company and J.G. Stewart Law Corporation Ltd.*4.K.

   Loan Agreement dated April 28, 2005 between the Company and David Scott*4.L.

   Loan Agreement dated August 9, 2005 between the Company and Naples Explorations, LLC*4.M.

   Joint Venture Agreement made as of the 20th day of September 2005 between the Company and Bendon International Ltd.*4.N.

   Letter of Intent dated November 15, 2005 between the Company and Ottoman Energy Limited*4.O.

   Shareholders Agreement dated December 18, 2006 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited*4.P.

   Amendment Agreement to the Shareholders Agreement, dated January 1, 2007 between the Company, Badr Investment & Finance Company, Bendon International Ltd. and Sabodala Holding Limited


---

69 Exhibit Number

   Description of Document

   Page Number*4.Q.

   Ministry of Energy and Mines, Republic of Sénégal, Transfer and Extension Decree, dated February 7, 2007 for the OJVG (formerly Sabodala) Property*4.R.

   Certificate of Incorporation – Sabodala Holding Limited*4.S.

   Letter Agreement dated March 12, 2007 between the Company and Lund Gold Ltd. on the Carneirinho Property, Brazil*4.T.

   Letter Agreement dated March 11, 2008 between the Company and Chet Idziszek regarding the Santa Rosa Property, Argentina*4.U.

   Final Decree dated April 30, 2008 from the Government of Mendoza on the Santa Rosa Property with the English sworn translation following directly behind*4.V.

   Shareholder Rights Plan dated June 27, 2008*4.W.

   Share Compensation Plan dated July 29, 2008*4.X.

   Stock Option Plan dated July 29, 2008*4.Y.

   Amended Stock Option Plan dated July 14, 2009*4.Z.

   Participation Agreement dated December 23, 2008 between Otto Energy Limited, Oromin Explorations Ltd., Irie Isle Limited, Cynthia Holdings Limited and Exploraciones Oromin, S.A.*4.AA.

   English translation of the Extension to the Mining Convention for the OJVG (formerly Sabodala) Project, dated December 31, 2008*4.BB

   English translation of the Mining License for the OJVG Project, dated January 26, 2010*

   Official French Version, in pdf format only, of the Mining License for the OJVG Project, dated January 26, 2010 is attached here as a link.*5.A

   Stock Option Plan dated July 14, 2009 (as amended March 1, 2011)*5.B.

   English translation of Rider Number 1 to the Mining Convention, dated March 28, 2011*

   Official French version, in pdf format only, of Rider Number 1 to the Mining Convention, dated March 28, 2011 is attached as a link in the Exhibit Index*5.C.

   English translation of Rider Number 2 to the Mining Convention, dated September 28, 2011*

   Official French version, in pdf format only, of Rider Number 2 to the Mining Convention, dated September 23, 2011 is attached as a link in the Exhibit Index*5.D.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Ian Brown, dated October 28, 2011


---

70 Exhibit Number

   Description of Document

   Page Number*5.E.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Nell Dragovan, dated October 28, 2011*5.F.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and Chet Idziszek, dated October 28, 2011*5.G.

   2011 Employee Retention Agreement between Oromin Explorations Ltd. and David Mallo, dated October 28, 2011*5.H.

   2011 Consulting Retention Agreement between Oromin Explorations Ltd. and James G. Stewart, dated October 28, 20115.I.

   2013 Amendment to Employee Retention Agreement between Oromin Explorations Ltd. and Ian Brown, dated July 30, 2013

   E-5325.J.

   2013 Amendment to Employee Retention Agreement between Oromin Explorations Ltd. and Nell Dragovan, dated July 30, 2013

   E-5385.K.

   2013 Amendment to Employee Retention Agreement between Oromin Explorations Ltd. and Chet Idziszek, dated July 30, 2013

   E-5445.L.

   2013 Amendment to Employee Retention Agreement between Oromin Explorations Ltd. and David Mallo, dated July 30, 2013

   E-5505.M.

   2013 Amendment to Consultant Retention Agreement between Oromin Explorations Ltd. and James G. Stewart, dated July 30, 2013

   E-5565.N.

   Support Agreement between Oromin Explorations Ltd. and Teranga Gold Corporation, dated July 22, 2013

   E-5625.O.

   Arrangement Agreement between Oromin Explorations Ltd. and Teranga Gold Corporation, dated August 27, 2013

   E-6065.P.

   Amending Agreement to the Arrangement Agreement between Oromin Explorations Ltd. and Teranga Gold Corporation, dated August 29, 2013

   E-6255.Q.

   Oromin Explorations Ltd., Code of Business Conduct and Ethics, updated February, 2013, Schedule A and Schedule B. (Schedule B here is an English extraction from the official version, viewable below). To view the official version of Schedule B, to the Oromin Explorations Ltd., Code of Business Conduct and Ethics, please click on the link here

   E-6286.B.

   Oromin Explorations Ltd., Whistleblower Policy

   E-64012.1

   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   E-12.112.2

   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

   E-12.213.1

   Certification of Chief Executive Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   E-13.113.2

   Certification of Chief Financial Officer pursuant to 18 U.S.C. 99.1 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   E-13.2*

   These exhibits were previously filed with the Company’s Registration Statement or a previous Annual Report on Form 20-F (file no. 30614).


---

Oromin Explorations Ltd. Consolidated Financial Statements February 28, 2013 Expressed in Canadian Dollars F-1


---

INDEPENDENT AUDITORS' REPORT To the Shareholders of Oromin Explorations Ltd. We have audited the accompanying consolidated financial statements of Oromin Explorations Ltd., which comprise the consolidated statements of financial position as at February 28, 2013 and February 29, 2012 and the consolidated statements of comprehensive loss, changes in equity and cash flows for the years ended February 28, 2013, February 29, 2012 and February 28, 2011, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. F-2


---

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Oromin Explorations Ltd. as at February 28, 2013 and February 29, 2012 and its financial performance and its cash flows for the years ended February 28, 2013, February 29, 2012 and February 28, 2011 in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. Emphasis of Matter The accompanying consolidated financial statements have been prepared assuming that Oromin Explorations Ltd. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has no current source of revenue that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Other Matters We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Oromin Explorations Ltd.’s internal control over financial reporting as of February 28, 2013, based on criteria established in Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 13, 2013 expressed an unqualified opinion. “DAVIDSON & COMPANY LLP”Vancouver, Canada

   Chartered AccountantsSeptember 13, 2013
  F-3


---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders of Oromin Explorations Ltd. We have audited Oromin Explorations Ltd.'s internal control over financial reporting as of February 28, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Oromin Explorations Ltd.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Oromin Explorations Ltd. maintained, in all material respects, effective internal control over financial reporting as of February 28, 2013, based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). F-4


---

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position and the related statements of comprehensive loss, changes in equity, and cash flows of Oromin Explorations Ltd., and our report dated September 13, 2013 expressed an unqualified opinion. “DAVIDSON & COMPANY LLP”Vancouver, Canada

   Chartered AccountantsSeptember 13, 2013 F-5


---

OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(Expressed in Canadian Dollars, unless otherwise stated)As at
  February 28,

   

   

   

   February 29,2013

   

   

   

   2012ASSETSCurrent AssetsCash

   $

   1,102,274

   

   

   $

   3,927,251Receivables (Note 3)

   

   50,598

   

   

   

   101,475Marketable securities (Note 4)

   

   17,969

   

   

   

   41,927Deposits and prepaid expenses

   

   32,180

   

   

   

   280,442Total current assets

   

   1,203,021

   

   

   

   4,351,095Non-Current AssetsInvestment in Oromin Joint Venture Group Ltd. (Note 5)

   

   43,393,053

   

   

   

   76,371,325Property, plant and equipment (Note 7)

   

   13,165

   

   

   

   63,700Advances to joint venture

   

   131,723

   

   

   

   180,882Total non-current assets

   

   43,537,941

   

   

   

   76,615,907Total Assets

   $

   44,740,962

   

   

   $

   80,967,002LIABILITIES AND EQUITYCurrent LiabilitiesTrade and other payables (Note 8)

   $

   562,514

   

   

   $

   286,256Loan payable (Note 9)

   

   1,452,145

   

   

   

   -Total current liabilities

   

   2,014,659

   

   

   

   286,256EquityShare capital (Note 10)

   

   112,789,972

   

   

   

   112,455,628Share-based payments reserve (Note 10)

   

   18,420,994

   

   

   

   18,342,345Investment revaluation reserve (Note 4)

   

   (23,958

   )

   

   

   -Deficit

   

   (88,460,705

   )

   

   

   (50,117,227

   )Total equity

   

   42,726,303

   

   

   

   80,680,746Total Liabilities and Equity

   $

   44,740,962

   

   

   $

   80,967,002
 Nature and continuance of operations(Note 1) Commitments(Note 13) Contingency(Note 18) Subsequent events(Note 19) The accompanying notes are an integral part of these consolidated financial statements. These consolidated financial statements are authorized for issue by the Board of Directors on September 13, 2013. F-6


---

OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2013

   

   

   

   2012

   

   

   

   2011EXPENSESAmortization (Note 7)

   $

   50,535

   

   

   $

   50,535

   

   

   $

   50,535Filing and transfer agent fees

   

   117,436

   

   

   

   93,457

   

   

   

   69,150Office and rent

   

   469,624

   

   

   

   482,840

   

   

   

   352,214Professional and consulting fees

   

   680,308

   

   

   

   1,392,014

   

   

   

   397,424Salaries and benefits

   

   803,673

   

   

   

   1,295,852

   

   

   

   690,397Share-based payments (Note 10)

   

   95,993

   

   

   

   2,905,335

   

   

   

   4,313,421Travel and public relations

   

   278,454

   

   

   

   294,233

   

   

   

   272,588(2,496,023

   )

   

   

   (6,514,266

   )

   

   

   (6,145,729

   )OTHER INCOME (LOSS)Corporate advisory fee (Note 6)

   

   (251,935

   )

   

   

   (1,941,571

   )

   

   

   (2,807,405

   )Equity income (loss) from investment in Oromin Joint Venture Group Ltd. (Note 5)

   

   (66,506

   )

   

   

   (109,917

   )

   

   

   123,000Financing cost (Note 9)

   

   (69,571

   )

   

   

   -

   

   

   

   -Foreign exchange gain (loss)

   

   24,091

   

   

   

   (1,948

   )

   

   

   (110,888

   )Gain on sale of subsidiaries

   

   -

   

   

   

   2,216

   

   

   

   -Interest expense (Note 9)

   

   (15,978

   )

   

   

   -

   

   

   

   -Interest income

   

   17,370

   

   

   

   105,565

   

   

   

   105,234Project administration cost recoveries

   

   515,074

   

   

   

   664,623

   

   

   

   495,647Write-off of exploration and evaluation assets

   

   -

   

   

   

   (83,112

   )

   

   

   (1,443,355

   )Write-down of investment in Oromin Joint Venture Group Ltd. (Note 5)

   

   (36,000,000

   )

   

   

   -

   

   

   

   (1,443,355

   )Write-down of investment revaluation reserve (Note 4)

   

   -

   

   

   

   (329,423

   )

   

   

   -(35,847,455

   )

   

   

   (1,693,567

   )

   

   

   (3,637,767

   )Loss for the year

   

   (38,343,478

   )

   

   

   (8,207,833

   )

   

   

   (9,783,496

   )Other comprehensive lossUnrealized loss on marketable securities (Note 4)

   

   (23,958

   )

   

   

   (47,916

   )

   

   

   -Write-down of investment revaluation reserve (Note 4)

   

   -

   

   

   

   329,423

   

   

   

   -(23,958

   )

   

   

   281,507

   

   

   

   -Total comprehensive loss of the year

   $

   (38,367,436

   )

   

   $

   (7,926,326

   )

   

   $

   (9,783,496

   )Basic and diluted loss per common share

   $

   (0.28

   )

   

   $

   (0.06

   )

   

   $

   (0.08

   )Weighted average number of common shares outstanding

   

   136,599,643

   

   

   

   135,716,443

   

   

   

   117,491,838
 The accompanying notes are an integral part of these consolidated financial statements. F-7


---

OROMIN EXPLORATIONS LTDCONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  Share capital

   

   

   ReservesNumber of

   

   

   

   

   

   Share-based

   

   

   Investmentshares

   

   Amount

   

   

   

   payments

   

   

   revaluation

   

   

   Deficit

   

   

   Total equityBalance at February 28, 2010

   102,834,885

   $

   82,876,200

   

   

   $

   11,244,638

   

   $

   (281,507

   )

   $

   (32,125,898

   )

   $

   61,713,433Shares issued on prospectus offering

   31,562,500

   

   30,250,000

   

   

   

   -

   

   

   -

   

   

   -

   

   

   30,250,000Shares issuance costs

   -

   

   (2,540,081

   )

   

   

   -

   

   

   -

   

   

   -

   

   

   (2,540,081

   )Shares issued on exercise of stock options

   651,000

   

   403,200

   

   

   

   -

   

   

   -

   

   

   -

   

   

   403,200Shares issued on exercise of warrants

   517,500

   

   465,750

   

   

   

   -

   

   

   -

   

   

   -

   

   

   465,750Shares issued for resource property services

   6,944

   

   5,555

   

   

   

   -

   

   

   -

   

   

   -

   

   

   5,555Shares-based payments

   -

   

   -

   

   

   

   4,313,421

   

   

   -

   

   

   -

   

   

   4,313,421Fair value of stock options allocated to shares issued on exercise

   -

   

   285,267

   

   

   

   (285,267

   )

   

   -

   

   

   -

   

   

   -Fair value of warrants allocated to shares issued on exercise

   -

   

   134,520

   

   

   

   (134,520

   )

   

   -

   

   

   -

   

   

   -Warrants issued for underwriter’s compensation

   -

   

   (582,371

   )

   

   

   582,371

   

   

   -

   

   

   -

   

   

   -Total comprehensive loss for the year

   -

   

   -

   

   

   

   -

   

   

   -

   

   

   (9,783,496

   )

   

   (9,783,496

   )Balance at February 28, 2011

   135,572,829

   $

   111,298,040

   

   

   $

   15,720,643

   

   $

   (281,507

   )

   $

   (41,909,394

   )

   $

   84,827,782Balance at February 28, 2011

   135,572,829

   $

   111,298,040

   

   

   $

   15,720,643

   

   $

   (281,507

   )

   $

   (41,909,394

   )

   $

   84,827,782Shares issued on exercise of stock options

   14,000

   

   9,100

   

   

   

   -

   

   

   -

   

   

   -

   

   

   9,100Shares issued on exercise of warrants

   976,389

   

   864,855

   

   

   

   -

   

   

   -

   

   

   -

   

   

   864,855Share-based payments

   -

   

   -

   

   

   

   2,905,335

   

   

   -

   

   

   -

   

   

   2,905,335Fair value of stock options allocated to shares issued on exercise

   -

   

   5,246

   

   

   

   (5,246

   )

   

   -

   

   

   -

   

   

   -Fair value of warrants allocated to shares issued on exercise

   -

   

   278,387

   

   

   

   (278,387

   )

   

   -

   

   

   -

   

   

   -Unrealized loss on marketable securities

   -

   

   -

   

   

   

   -

   

   

   (47,916

   )

   

   -

   

   

   (47,916

   )Write-down of investment revaluation reserve

   -

   

   -

   

   

   

   -

   

   

   329,423

   

   

   -

   

   

   329,423Loss for the year

   -

   

   -

   

   

   

   -

   

   

   -

   

   

   (8,207,833

   )

   

   (8,207,833

   )Balance at February 29, 2012

   136,563,218

   $

   112,455,628

   

   

   $

   18,342,345

   

   $

   -

   

   $

   (50,117,227

   )

   $

   80,680,746
 The accompanying notes are an integral part of these consolidated financial statements. F-8


---

OROMIN EXPLORATIONS LTDCONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  Share capital

   

   

   

   ReservesNumber of

   

   

   

   

   

   Share-based

   

   

   Investmentshares

   

   Amount

   

   

   

   payments

   

   

   revaluation

   

   

   Deficit

   

   

   Total equityBalance at February 29, 2012

   

   136,563,218

   $

   112,455,628

   

   

   $

   18,342,345

   

   $

   -

   

   $

   (50,117,227

   )

   $

   80,680,746Shares issued on establishment of credit facility (Note 9)

   

   375,000

   

   281,250

   

   

   

   -

   

   

   -

   

   

   -

   

   

   281,250Shares issued on exercise of stock options

   

   55,000

   

   35,750

   

   

   

   -

   

   

   -

   

   

   -

   

   

   35,750Fair value of stock options allocated to shares issued on exercise

   

   -

   

   17,344

   

   

   

   (17,344

   )

   

   -

   

   

   -

   

   

   -Share-based payments (Note 10)

   

   -

   

   -

   

   

   

   95,993

   

   

   -

   

   

   -

   

   

   95,993Total comprehensive loss for the year

   

   -

   

   -

   

   

   

   -

   

   

   (23,958

   )

   

   (38,343,478

   )

   

   (38,367,436

   )Balance at February 28, 2013

   

   136,993,218

   $

   112,789,972

   

   

   $

   18,420,994

   

   $

   (23,958

   )

   $

   (88,460,705

   )

   $

   42,726,303
 The accompanying notes are an integral part of these consolidated financial statements. F-9


---

OROMIN EXPLORATIONS LTD.CONSOLIDATED STATEMENTS OF CASH FLOWSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2013

   

   

   

   2012

   

   

   

   2011CASH FLOWS FROM OPERATING ACTIVITIESLoss for the year

   $

   (38,343,478

   )

   

   $

   (8,207,833

   )

   

   $

   (9,783,496

   )Items not affecting cash:Share-based payments

   

   95,993

   

   

   

   2,905,335

   

   

   

   4,313,421Amortization

   

   50,535

   

   

   

   50,535

   

   

   

   50,535Non-cash portion of financing costs

   

   46,875

   

   

   

   -

   

   

   

   -Write-down of Investment in Oromin Joint Venture Group Ltd.

   

   36,000,000

   

   

   

   -

   

   

   

   -Non-cash portion of foreign exchange loss

   

   -

   

   

   

   13,496

   

   

   

   -Write-down of investment revaluation reserve

   

   -

   

   

   

   329,423

   

   

   

   -Gain on sale of subsidiaries

   

   -

   

   

   

   (2,216

   )

   

   

   -Write-off of exploration and evaluation assets

   

   -

   

   

   

   -

   

   

   

   1,443,355Changes in non-cash working capital items:Receivables

   

   50,877

   

   

   

   201,603

   

   

   

   (136,733

   )Deposits and prepaid expenses

   

   248,262

   

   

   

   511,401

   

   

   

   (733,168

   )Trade and other payables

   

   276,258

   

   

   

   (64,848

   )

   

   

   (189,935

   )Net cash used in operating activities

   

   (1,574,678

   )

   

   

   (4,263,104

   )

   

   

   (5,036,021

   )CASH FLOWS FROM INVESTING ACTIVITIESInvestment in Oromin Joint Venture Group Ltd., net of recoveries

   

   (3,021,728

   )

   

   

   (8,862,865

   )

   

   

   (16,980,459

   )Advances to joint venture

   

   49,159

   

   

   

   (66,606

   )

   

   

   (41,528

   )Proceeds from sale of subsidiaries, net

   

   -

   

   

   

   2,216

   

   

   

   -Exploration and evaluation assets

   

   -

   

   

   

   -

   

   

   

   (309,657

   )Purchase of property, plant and equipment

   

   -

   

   

   

   -

   

   

   

   (799

   )Net cash used in investing activities

   

   (2,972,569

   )

   

   

   (8,927,255

   )

   

   

   (17,332,443

   )CASH FLOWS FROM FINANCING ACTIVITIESCommon shares issued for cash

   

   35,750

   

   

   

   873,955

   

   

   

   31,118,950Loan payable

   

   1,800,000

   

   

   

   -

   

   

   

   -Issue costs on loan payable

   

   (113,480

   )

   

   

   -

   

   

   

   -Proceeds from performance bond – restricted cash

   

   -

   

   

   

   13,043

   

   

   

   16,486Share issue costs

   

   -

   

   

   

   -

   

   

   

   (2,540,081

   )Net cash provided by financing activities

   

   1,722,270

   

   

   

   886,998

   

   

   

   28,595,355Change in cash

   

   (2,824,977

   )

   

   

   (12,303,361

   )

   

   

   6,226,891Cash, beginning of year

   

   3,927,251

   

   

   

   16,230,612

   

   

   

   10,003,721Cash, end of year

   $

   1,102,274

   

   

   $

   3,927,251

   

   

   $

   16,230,612
 Supplemental disclosure with respect to cash flows (Note 16) The accompanying notes are an integral part of these consolidated financial statements. F-10


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  1.

   NATURE AND CONTINUANCE OF OPERATIONS
 Oromin Explorations Ltd. (the “Company”) was incorporated on January 25, 1980 under the Company Act of British Columbia. The address of the Company’s registered office is 2000 - 1055 West Hastings Street, Vancouver, BC, Canada. The consolidated financial statements of the Company as at and for the year ended February 28, 2013 include the accounts of the Company, its subsidiary and the Company’s interest in a jointly controlled entity. The Company is the ultimate parent. The Company owns a 43.5% share in Oromin Joint Venture Group Ltd. ("OJVG") (Note 5). OJVG owns the exploration concession and mining license in Senegal known as the "OJVG Project", OJVG’s sole mineral property interest. In December 2011, the Company sold various subsidiaries in an arm’s length transaction and at the year ended February 28, 2013, the Company’s remaining subsidiary is Sabodala Holding Ltd. (Note 5). The Company is in the business of exploring its resource properties and its current exploration activities are in the pre-production stage. Consequently, the Company defines itself to be in the exploration stage. The recoverability of the Company’s expenditures on resource properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and future profitable commercial production or proceeds from the disposition thereof. These consolidated financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. However, the Company has sustained substantial losses from operations since inception and has no current source of revenue. Continued operations of the Company are dependent upon its ability to receive continued financial support, complete public or private equity or debt financings, or generate profits from the operation or disposition of investments in the future. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. While management of the Company has been successful in completing equity financings in various conditions in the capital markets in the past, restrictions on the Company’s ability to finance in the future could have a material adverse effect on the Company. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2.

   SIGNIFICANT ACCOUNTING POLICIES
  A.

   Statement of compliance and conversion to International Financing Reporting Standards
 The consolidated financial statements have been prepared in accordance with International Accounting Standard 1, Presentation of Financial Statements(“IAS 1”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). B.

   Basis of preparation
 These consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as financial assets or financial liabilities at fair value through profit and loss and available–for-sale financial assets, which are measured at fair value, as explained in the accounting policies note set out below. The comparative figures presented in the consolidated financial statements are in accordance with IFRS. The policies applied in these consolidated financial statements are based on IFRS issued and outstanding as of the date the statements were issued. F-11


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  C.

   Basis of consolidation
 These consolidated financial statements include the accounts of the Company, its subsidiaries and the Company’s interest in a jointly controlled entity (Note 5). The Company has determined that its investment in OJVG, a company incorporated in the British Virgin Islands and owned 43.5% by Sabodala Holding Ltd., a company wholly-owned by the Company, 43.5% by Bendon International Ltd., an arm’s length private company incorporated in the British Virgin Islands, and 13% by Badr Investment & Finance Company, an arm’s length private company based in Saudi Arabia, qualifies as a jointly controlled entity since the Company has joint control, established by contractual agreements and requires majority consent for most strategic financial and operating decisions. The Company has elected to apply the equity method to account for its interest in OJVG (Note 5). The investment is carried in the statement of financial position at cost and adjusted by post-acquisition changes in the Company’s share of the net assets of the joint venture, less any impairments. Significant inter-company balances and transactions, including any unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. D.

   Functional currency
 Items included in the financial statements of each of the entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional and presentation currency of the Company, its subsidiary, and the Company’s interest in a jointly controlled entity is the Canadian dollar. Transactions in foreign currencies are translated to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are translated at historical rates. Foreign currency gains and losses arising from translation are included in profit or loss. E.

   Financial assets and liabilities
 The Company classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables, available for sale financial assets, financial liabilities at fair value through profit or loss, and other financial liabilities at amortized cost. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition. Financial assets at fair value through profit or loss (“FVTPL”) The Company’s FVTPL comprise cash. A financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated as at FVTPL if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company’s risk management strategy. Attributable transaction costs are recognized in the statement of comprehensive loss when incurred. FVTPL are measured at fair value, and changes are recognized in the statement of comprehensive loss. F-12


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  E.

   Financial assets and liabilities (continued)
 Available-for-sale financial assets The Company’s investments in marketable securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences, are recognized in other comprehensive income or loss and presented in the investment revaluation reserve in equity. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognized in the investment revaluation reserve is included in profit or loss. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Company’s loans and receivables comprise receivables. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment. Financial liabilities at fair value through profit or loss This category comprises of derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with the changes in fair value recognized in the statement of comprehensive loss. Other financial liabilities at amortized cost The Company’s trade and other payables and loan payable are classified as other financial liabilities at amortized cost and are initially measured at fair value and subsequently measured at amortized cost. Transaction costs incurred upon the issuance of debt instruments or modification of a financial liability are deducted from the financial liability and are amortized using the effective interest method over the expected life of the related liability. Impairment of financial instruments Financial assets or a group of financial assets are assessed for indicators of impairment at each statement of financial position reporting date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. Objective evidence of impairment could include: significant financial difficulty of the issuer or counterparty; ordefault or delinquency in interest or principal payments; orit becoming probable that the borrower will enter bankruptcy or financial re-organization. For loans and receivables carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced by the impairment loss through the use of a provision account. Subsequent recoveries of amounts previously written off are credited against the provision account. Changes in the carrying amount of the provision account are recognized in profit or loss. F-13


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  E.

   Financial assets and liabilities (continued)
 With the exception of available-for-sale financial assets, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. In respect of available-for-sale financial assets, impairment losses previously recognized through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in equity. The Company does not have any derivative financial instruments. F.

   Interest in joint ventures
 A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to joint control (i.e. when the strategic, financial, and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control). Joint venture arrangements that involve the establishment of a separate entity in which each venture has an interest are referred to as jointly controlled entities. The Company reports its interest in a jointly controlled entity (“JCE”), under the equity method of accounting. Under the equity method, an interest in a JCE is initially recorded at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the JCE. The statement of comprehensive income or loss reflects the Company’s share of the results of operations of the joint venture. When the Company transacts with a JCE of the Company, unrealized profit and losses are eliminated to the extent of the Company’s interest in the joint venture. The financial statements of the JCEs are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company. Reimbursement of the joint venture operator’s costs When the Company, acting as an operator, receives reimbursement of direct costs recharged to the joint venture, such recharges represent reimbursements of costs that the operator incurred as an agent for the joint venture and therefore have no effect on the statement of comprehensive income or loss. In many cases, the Company also incurs certain general overhead expenses in carrying out activities on behalf of the joint venture. As these costs can often not be specifically identified, joint venture agreements allow the operator to recover the general overhead expenses incurred by passing through its overhead costs incurred in the form of a project administration cost recovery. Although the purpose of this recharge is very similar to the reimbursement of direct costs, the Company is not acting as an agent in this case. Therefore, the general overhead expenses and the overhead fee are recognized in the statement of comprehensive income or loss as an expense and income respectively. F-14


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  G.

   Property, plant, and equipment
 Property, plant and equipment (“PPE”) are carried at cost, less accumulated amortization and accumulated impairment losses. The cost of an item of PPE consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. When parts of an item of PPE have different useful lives, they are accounted for as separate items (major components) of PPE. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated statement of comprehensive income or loss during the financial period in which they are incurred. Amortization is calculated at the following rates: Office furniture

   Straight line over five yearsComputer equipment

   Straight line over five yearsLeasehold improvements

   Straight line over the life of lease
 An item of PPE is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statement of comprehensive income or loss. H.

   Restoration and rehabilitation provision
 A provision for restoration and rehabilitation is recognized when there is a present legal, statutory, contractual, or constructive obligation, as a result of exploration, development, or production activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of removing facilities, abandoning sites and restoring the affected areas. The restoration and rehabilitation provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements. Future restoration costs are reviewed at least annually and any changes in the estimate are reflected in the present value of the restoration and rehabilitation provision at each reporting date. To date the Company does not have any significant restoration obligations. F-15


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  I.

   Impairment
 At each financial position reporting date the carrying amounts of the Company’s assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For the purposes of impairment testing, each resource property is considered a cash-generating unit and assets are allocated to each cash-generating unit to which the exploration activity relates. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. J.

   Share-based payment transactions
 Share-based payments to employees are measured at the fair value of the instruments issued and each tranche is recognized on a straight-line basis over the vesting period. An individual is classified as an employee when the individual is an employee for legal or tax purposes (“direct employee”) or provides services similar to those performed by a direct employee. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. Fair value of the equity instruments issued is determined using the Black-Scholes option pricing model. The offset to the recorded cost is to share-based payments reserve. Consideration received on the exercise of stock options is recorded as share capital and the related share-based payments reserve is transferred to share capital. The Company estimates the number of equity instruments that are expected to vest and then, at each reporting date, makes adjustments to the actual number that vests unless forfeitures are due to market-based conditions. K.

   Income taxes
 Income tax expenses comprises current and deferred tax. Current and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. F-16


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  K.

   Income taxes (continued)
 Deferred tax is accounted for using the statement of financial position liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for temporary differences related to the initial recognition of assets or liabilities that affect neither accounting nor taxable profit nor investments in subsidiaries, associates and interests in joint ventures to the extent it is probable that they will not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner and expected date of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date. A deferred tax asset is recognized only to the extent that it is probable that future taxable amounts will be available against which the asset can be utilized. L.

   Loss per share
 The Company computes the dilutive effect of options, warrants and similar instruments whereby the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. The Company assumes that the proceeds would be used to purchase common shares at the average market price during the period. For the periods presented, this calculation proved to be anti-dilutive. Basic and diluted loss per share is calculated using the weighted average number of common shares outstanding during the year. M.

   Segment Reporting
 The Company operates in a single reportable operating segment – the acquisition, exploration and development of mineral properties in Sénégal, West Africa. N.

   Use of Judgments and Estimates
 The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Critical judgments in applying accounting policies: The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements: Determination of share-based payments: The assumptions used in determining the fair value of share options granted include judgments in respect of length of service together with share price volatility, dividend, interest yields and exercise patterns. Also, the Company estimates the fair value using the Black-Scholes option pricing model but recognizes that other valuation models could provide differing results. Management believes that the current model provides a fair valuation measure. F-17


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  N.

   Use of Judgments and Estimates (continued)
 Assessment of impairment: The Company reviews each asset (or cash generating unit) at each reporting date to determine whether there are any indicators of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset (or cash generating unit) is measured at the higher of fair value less costs to sell and value in use. O.

   New Standards Not Yet Adopted
 IFRS 7, Financial Instruments: Disclosures- In December 2011, the IASB amended IFRS 7 (Financial Instruments: Disclosures) requiring additional disclosures about the initial application of IFRS 9. This amendment is effective for annual periods beginning on or after January 1, 2015 (or otherwise when IFRS 9 is first applied). IAS 32, Financial Instruments: Presentation, was amended in December 2011 relating to application guidance on the offsetting of financial assets and financial liabilities. This standard is effective for annual periods beginning on or after January 1, 2014. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 9, Financial Instruments- The IASB intends to replace IAS 39, Financial Instruments: Recognition and Measurement(“IAS 39”), in its entirety with IFRS 9, Financial Instruments(“IFRS 9”) in three main phases.IFRS 9 will be the new standard for the financial reporting of financial instruments that is principles-based and less complex than IAS 39, and is effective for annual periods beginning on or after January 1, 2015, with earlier adoption permitted. IFRS 9 requires that all financial assets be classified as subsequently measured at amortized cost or at fair value based on the Company’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. Financial liabilities are classified as subsequently measured at amortized cost except for financial liabilities classified as at fair value through profit or loss, financial guarantees and certain other exceptions. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 10, Consolidated Financial Statements(“IFRS 10) – This standard establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. This standard (i) requires a parent entity (an entity that controls one or more other entities) to present consolidated financial statements; (ii) defines the principle of control, and establishes control as the basis for consolidation; (iii) sets out how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate the investee; and (iv) sets out the accounting requirements for the preparation of consolidated financial statements. IFRS 10 supersedes IAS 27, Consolidated and Separate Financial Statements,(“IAS 27”) and SIC-12 Consolidation – Special Purpose Entities,and is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IAS 27 and IAS 28,Investments in Associates,were revised and reissued as IAS 27, Separate Financial Statements,and IAS 28,Investments in Associates and Joint Ventures,to align with the new consolidation guidance. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 11, Joint Arrangements– This standard establishes the core principle that a party to a joint arrangement determines the type of joint arrangement in which it is involved by assessing its rights and obligations and accounts for those rights and obligations in accordance with that type of joint arrangement. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company has early adopted this standard as set out in Note 2(F). F-18


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  2.

   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  O.

   New Standards Not Yet Adopted (continued)
 IFRS 12, Disclosure of Involvement with Other Entities– This standard requires the disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows.This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 13, Fair Value Measurement(“IFRS 13”) – This standard defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 applies when another IFRS requires or permits fair value measurements or disclosures about fair value measurements (and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements), except for: share-based payment transactions within the scope of IFRS 2, Share-based Payment; leasing transactions within the scope of IAS 17, Leases; and, measurements that have some similarities to fair value but that are not fair value, such as net realizable value in IAS 2, Inventories,or value in use in IAS 36, Impairment of Assets. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. 3.

   RECEIVABLES
  February 28,

   

   

   February 29,

   

   

   February 28,2013

   

   

   2012

   

   

   2011Accounts receivable

   $

   2,771

   

   $

   2,564

   

   $

   246,511Accrued interest receivable

   

   -

   

   

   11,248

   

   

   58,197HST receivable

   

   47,827

   

   

   87,663

   

   

   199,076Receivables

   $

   50,598

   

   $

   101,475

   

   $

   503,784
  4.

   MARKETABLE SECURITIES
 The Company’s investments consist of 1,197,906 shares of Lund Gold Ltd. (“Lund”) with a quoted market value at February 28, 2013 of $0.015 per share or $17,969 in the aggregate. The Company classifies these shares as available-for-sale financial assets, and accordingly any revaluation gains and losses in fair value are included in total comprehensive income or loss in investment revaluation reserve for the year until the asset is removed from the statement of financial position. During the year ended February 28, 2013, the Company recognized a loss in fair value attributable to the shares of Lund totaling $23,958 (February 29, 2012 – $47,916; February 28, 2011 - $nil) charged to other comprehensive loss in investment revaluation reserve. During the year ended February 29, 2012 the Company recorded an impairment charge of $329,923 on the investment. The Lund shares trade on the TSX Venture Exchange and fair values are readily determinable from this active public market. Lund is related to the Company, having a number of directors in common. F-19


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  5.

   INVESTMENT IN OROMIN JOINT VENTURE GROUP LTD.
 In October 2004 the Company was awarded an exploration concession in Sénégal known as the Sabodala Project (since renamed the “OJVG Project”), and the Company’s rights were formalized in a Mining Convention with the government of Sénégal dated February 17, 2005 and updated thereafter. The Mining Convention granted the Company the sole right to acquire a 100% interest in this project, subject to a 10% free carried interest after repayment of capital and accrued interest thereon in favour of the government of Sénégal. The OJVG Project was subsequently transferred by the Company to Oromin Joint Venture Group Ltd. (“OJVG”), a company incorporated in the British Virgin Islands and owned 43.5% by Sabodala Holding Limited (“SHL”), a company wholly-owned by the Company, 43.5% by Bendon International Ltd. (“Bendon”), an arm’s length private company incorporated in the British Virgin Islands, and 13.0% by Badr Investment & Finance Company (“Badr”), an arm’s length private company based in Saudi Arabia. The Company provides exploration and management services to OJVG for which it may recover a portion of its administration costs. In order to acquire and maintain in good standing its interest in the OJVG Project, OJVG was obliged to spend at least US$32 million on exploration of the OJVG Project through December 2009 through a series of expenditure milestones, conditions which were met on schedule. Having met these milestone conditions, on January 26, 2010 OJVG was granted a mining licence for the OJVG Project for a term of fifteen years, extendable if future conditions are met. This licence allows OJVG to carry out mining operations once feasibility is established. Under the Mining Code of Sénégal, the mining licence must be held by a Sénégalese company and accordingly on January 29, 2013 Société des Mines de Golouma S.A. (“Somigol”), an operating company under the laws of Sénégal was incorporated. The operating company is owned by OJVG as to 90% and by the Government of Sénégal as to 10%. The interest of the Government of Sénégal is fully carried, subject to the capital and accrued interest recoveries set out above, and the government is also entitled to a royalty equal to 3% of net smelter returns. Under the terms of the Mining Convention, OJVG is obliged to offer to Sénégalese nationals the right to purchase up to 25% of the shares of Somigol at a price determined by an independent valuator. As at the date these financial statements were approved for issue, this offer is in progress with an undetermined outcome. OJVG was incorporated in August 2006 in anticipation of the completion of an initial expenditure obligation, and in December 2006, SHL, Bendon and Badr completed a shareholders agreement governing the conduct of OJVG and the OJVG Project. Under the terms of a prior agreement which was superseded by the establishment of OJVG, Bendon provided an initial US$2.8 million in exploration expenditures with the Company providing the next US$5.2 million. Following the completion of the initial US$8 million obligation in October 2006, SHL and Bendon were required to fund and have been funding further exploration and related costs of the OJVG Project equally; Badr has a free carried interest through the commencement of production, subject to repayment of capital and accrued interest thereon. Effective March 28, 2011, the Mining Convention in respect of the OJVG Project was altered by a rider agreement. Among other matters, this agreement: 1] committed the Company to invest USD $450,000 per year for the social development of local communities until the date of first commercial production, increasing to USD $800,000 per year from the date of first commercial production; 2] established the Company’s holiday from most forms of taxation in Sénégal to be eight years from the date of issue of its mining license, which is January 26, 2010; and 3] committed the Company to contribute up to USD $150,000 per year starting from the date of first commercial production for mining-related training of Sénégalese nationals. At February 28, 2013 OJVG was in arrears in its committed social development expenditures in the amount of approximately CFA 65,000,000 or approximately US$130,000. These arrears are subject to remediation when qualified funding requests are received from the subject communities. The Company has determined that its investment in OJVG qualifies as an interest in a jointly controlled entity under IAS 31, Interests in Joint Ventures, and has elected to apply the equity method of accounting for its interest in OJVG. For accounting purposes, no recognition of Badr's interest in the equity of OJVG will be made until the commencement of production and the repayment of capital and accrued interest to Bendon and SHL and prior to that point each of Bendon and SHL are ascribed a 50% interest in the equity of OJVG. F-20


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
 As at February 28, 2013 Somigol was an inactive company with no transactions other than the receipt of an immaterial amount of initial share capital. 5.

   INVESTMENT IN OROMIN JOINT VENTURE GROUP LTD. (CONTINUED)
 As a result of the supported bid from Teranga Gold Corporation (“Teranga”), Teranga as acquired in excess of 73% of the Company’s common shares including those previously owned by Teranga with plans to acquire all the remaining shares of the Company (Note 19). Investment in Oromin Joint Venture Group Ltd.

   

   Year ended

   

   

   Year ended

   

   Year endedFebruary 28,

   

   

   February 29,

   

   February 28,2013

   

   

   2012

   

   2011Balance, beginning of year

   $

   76,371,325

   

   $

   67,508,460

   $

   50,632,970Exploration and evaluation costs capitalized

   

   3,021,728

   

   

   8,862,865

   

   16,875,490Less: estimate for impairment

   

   (36,000,000

   )

   

   -

   

   -Balance, end of year

   $

   43,393,053

   

   $

   76,371,325

   $

   67,508,460
 Summary financial information for the equity accounted investee, OJVG, not adjusted for the percentage ownership held by the Company, is as follows as at: February 28,

   

   

   February 29,

   

   

   February 28,2013

   

   

   2012

   

   

   2011ASSETSCurrent AssetsCash

   $

   693,316

   

   $

   237,371

   

   $

   4,556,596Deposits and prepaid expenses

   

   3,802

   

   

   29,572

   

   

   23,837Total current assets

   

   697,118

   

   

   266,943

   

   

   4,580,433Non-Current AssetsResource properties

   

   163,024,584

   

   

   155,503,549

   

   

   133,562,338Total Assets

   $

   163,721,702

   

   $

   155,770,492

   

   $

   138,142,771LIABILITIES AND EQUITYCurrent liabilitiesTrade and other payables

   $

   1,627,225

   

   $

   1,942,849

   

   $

   3,370,102Non-current liabilitiesShareholder advances

   

   157,990,569

   

   

   143,273,607

   

   

   122,175,316Accrued interest on shareholder advances

   

   48,391,406

   

   

   34,209,145

   

   

   22,623,819Total non-current liabilities

   

   206,381,975

   

   

   177,482,752

   

   

   144,799,135Total Liabilities

   

   208,009,200

   

   

   179,425,601

   

   

   148,169,237EquityDeficit

   

   (44,287,498

   )

   

   (23,655,109

   )

   

   (10,026,466

   )Total Liabilities and Equity

   $

   163,721,702

   

   $

   155,770,492

   

   $

   138,142,771
  F-21


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  5.

   INVESTMENT IN OROMIN JOINT VENTURE GROUP LTD. (CONTINUED)
  Year ended

   

   

   Year ended

   

   

   Year endedFebruary 28,

   

   

   February 29,

   

   

   February 28,2013

   

   

   2012

   

   

   2011Income

   $

   -

   

   $

   4,579

   

   $

   10,128,929Expenses

   

   (20,632,389

   )

   

   (13,633,222

   )

   

   (9,086,563

   )Net income (loss)

   

   (20,632,389

   )

   

   (13,628,643

   )

   

   1,042,366Less: amounts related to shareholder advances

   

   20,499,377

   

   

   13,408,809

   

   

   (796,366

   )(133,012

   )

   

   (219,834

   )

   

   246,000The Company’s equity loss from investment in OJVG at 50%

   $

   (66,506

   )

   $

   (109,917

   )

   $

   123,000Year ended

   

   

   Year ended

   

   

   Year endedFebruary 28,

   

   

   February 29,

   

   

   February 28,2013

   

   

   2012

   

   

   2011Cash flows provided by (used in):Operating activities

   $

   (66,725

   )

   $

   (158,963

   )

   $

   168,325Financing activities

   $

   8,399,847

   

   $

   19,274,808

   

   $

   34,714,852Investing activities

   $

   (7,877,177

   )

   $

   (23,435,070

   )

   $

   (36,529,075

   )
 The reconciliation of OJVG’s equity to the Company’s net interest in the joint venture as at February 28, 2013, February 29, 2012 and February 28, 2011 is as follows: February 28,

   

   

   February 29,

   

   

   February 28,2013

   

   

   2012

   

   

   2011OJVG’s equity

   $

   (44,287,498

   )

   $

   (23,655,109

   )

   $

   (10,026,466

   )Add: shareholder advances

   

   157,990,569

   

   

   143,273,607

   

   

   122,175,316Add: accrued interest on shareholder advances

   

   48,391,406

   

   

   34,209,145

   

   

   22,623,819Add: adjustment for difference in shareholder advances

   

   1,763,430

   

   

   2,956,659

   

   

   2,956,659Add: other adjustments

   

   198,401

   

   

   198,401

   

   

   198,401Less: accumulated project administration cost recovery

   

   (5,270,201

   )

   

   (4,240,053

   )

   

   (2,910,809

   )158,786,107

   

   

   152,742,650

   

   

   135,016,920The Company’s net interest in the joint venture at 50%

   

   79,393,053

   

   

   76,371,325

   

   

   67,508,460Less: estimate for impairment

   

   (36,000,000

   )

   

   -

   

   

   -Investment in OJVG

   $

   43,393,053

   

   $

   76,371,325

   

   $

   67,508,460
 F-22


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  5.

   INVESTMENT IN OROMIN JOINT VENTURE GROUP LTD. (CONTINUED)
 Exploration and evaluation costs capitalized by OJVG are summarized as follows: Balance, March 1, 2010

   $

   96,459,272Camp operation

   

   2,852,720Contractors and geological staff

   

   2,245,250Drilling

   

   17,416,654Engineering

   

   5,602,991Exploration office

   

   731,859Land and legal

   

   256,946Mining concession fee

   

   216,888Sample analysis

   

   3,300,694Social programs

   

   471,413Travel and accommodation

   

   1,086,338Wages and benefits

   

   1,788,142Project administration cost recoveries

   

   1,133,17137,103,066Balance, February 28, 2011

   

   133,562,338Camp operation

   

   2,383,514Contractors and geological staff

   

   2,052,096Drilling

   

   7,383,802Engineering

   

   1,482,560Exploration office

   

   703,536Land and legal

   

   290,672Sample analysis

   

   1,744,286Social programs

   

   1,502,934Travel and accommodation

   

   1,454,985Wages and benefits

   

   1,497,454Project administration cost recoveries

   

   1,445,37221,941,211Balance, February 29, 2012

   

   155,503,549Camp operation

   

   1,065,315Contractors and geological staff

   

   1,081,788Drilling

   

   206,676Engineering

   

   1,351,122Exploration office

   

   382,068Land and legal

   

   88,592Sample analysis

   

   230,810Social programs

   

   155,248Travel and accommodation

   

   303,641Wages and benefits

   

   1,469,529Project administration cost recoveries

   

   1,186,2467,521,035Balance, February 28, 2013

   $

   163,024,584
 F-23


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  6.

   CORPORATE ADVISORY FEE
 The Company entered into a series of corporate advisory agreements with Bendon related to the OJVG Project. Effective November 26, 2010 the Company agreed to a further renewal of the corporate advisory agreement, and committed to make payments totaling US$2,000,000 for the period November 2010 to July 2011. On June 1, 2011 the Company entered into a new corporate advisory agreement which provided for the payment of US$1,000,000 for the 12 month period ending June 1, 2012 with two payments of US$500,000 each to be paid June 1 and September 1, 2011. During the year ended February 28, 2013, the Company incurred fees of $251,935 (US$250,000) (February 29, 2012 - $1,941,571 (US$1,990,000). 7.

   PROPERTY, PLANT AND EQUIPMENT
  Leasehold

   

   

   Office

   

   

   Computer

   

   

   Totalimprovements

   

   

   furniture

   

   

   equipmentCostBalance at February 28, 2011

   $

   197,521

   

   $

   52,067

   

   $

   3,088

   

   $

   252,676Additions

   

   -

   

   

   -

   

   

   -

   

   

   -Disposals

   

   -

   

   

   -

   

   

   -

   

   

   -Balance at February 29, 2012

   

   197,521

   

   

   52,067

   

   

   3,088

   

   

   252,676Additions

   

   -

   

   

   -

   

   

   -

   

   

   -Disposals

   

   -

   

   

   -

   

   

   -

   

   

   -Balance at February 28, 2013

   $

   197,521

   

   $

   52,067

   

   $

   3,088

   

   $

   252,676Accumulated AmortizationBalance at February 28, 2011

   $

   108,331

   

   $

   28,348

   

   $

   1,762

   

   $

   138,441Amortization

   

   39,504

   

   

   10,413

   

   

   618

   

   

   50,535Disposals

   

   -

   

   

   -

   

   

   -

   

   

   -Balance at February 29, 2012

   

   147,835

   

   

   38,761

   

   

   2,380

   

   

   188,976Amortization

   

   39,504

   

   

   10,413

   

   

   618

   

   

   50,535Disposals

   

   -

   

   

   -

   

   

   -

   

   

   -Balance at February 28, 2013

   $

   187,339

   

   $

   49,174

   

   $

   2,998

   

   $

   239,511Net Book ValueFebruary 28, 2011

   $

   89,190

   

   $

   23,719

   

   $

   1,326

   

   $

   114,235February 29, 2012

   $

   49,686

   

   $

   13,306

   

   $

   708

   

   $

   63,700February 28, 2013

   $

   10,182

   

   $

   2,893

   

   $

   90

   

   $

   13,165
  8.

   TRADE AND OTHER PAYABLES
  February 28,

   

   

   February 29,

   

   

   February 28,2013

   

   

   2012

   

   

   2011Accounts payable

   $

   79,724

   

   $

   3,096

   

   $

   171,104Accrued payable

   

   482,790

   

   

   283,160

   

   

   180,000Trade and other payables

   $

   562,514

   

   $

   286,256

   

   $

   351,104
 F-24


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  9.

   LOAN PAYABLE
 On January 31, 2013, the Company entered into a credit agreement with Sprott Resource Lending Partnership ("Sprott Lending") pursuant to which Sprott Lending is to provide the Company with a $5 million credit facility (the "Facility"). As at February 28, 2013, the Company has received a total of $1,800,000 pursuant to the first two advances under the Facility. The one year Facility bears interest at 12% per annum, compounded and payable monthly. In consideration for the Facility, Sprott Lending was paid a structuring fee of $50,000 and was issued 750,000 common shares of the Company at a fair value of $562,500. As at February 28, 2013, 375,000 of these shares have been released to Sprott Lending and the proportionate fair value amount of these shares has been recognized in share capital. The balance of these shares are subject to escrow and will be released pending the completion of further advances under the Facility (Note 10(a)) and the remaining fair value amount of these shares will be recorded in share capital. The common shares are subject to a four month hold period ending May 30, 2013. The Company also paid finders fees and other costs totaling $86,176. For the year ended February 28, 2013, total financing costs of $417,426 are accreted using the effective interest rate method over the term of the loan and at February 28, 2013 the unamortized portion of $347,855 is netted against the loan payable balance. All amounts outstanding under the Facility will be repayable in the event of a change of control of the Company. The Facility is secured by a fixed and floating charge and specific registration over all of the assets of the Company. For the year ended February 28, 2013, interest expense paid or accrued for advances received to date under the Facility was $15,978. 10.

   SHARE CAPITAL AND RESERVES
  (a)

   Authorized:
 As at February 28, 2013, the authorized share capital of the Company was an unlimited number of common shares without par value. As at February 28, 2013, the 375,000 common shares held in escrow are accounted for as contingently returnable shares and are not considered outstanding or issued and are not included in the computation of basic and diluted loss per common share until they were released from escrow (Note 9). (b)

   Issued:
 Common shares: 136,993,218 (February 29, 2012 - 136,563,218; February 28, 2011 – 135,572,829) (c)

   Stock options:
 The Company has a stock option plan under which it is authorized to grant options to directors, officers, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. Under the plan, the exercise price of each option granted must not be less than the market price of the Company’s shares. Options granted under the plan typically will vest immediately and are exercisable over five years. F-25


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  10.

   SHARE CAPITAL AND RESERVES (CONTINUED)
  (c)

   Stock options: (continued)
 Stock option transactions are summarized as follows: Number of Stock

   

   Weighted AverageOptions

   

   Exercise PriceOutstanding at March 1, 2010

   9,420,000

   

   $

   1.92Granted

   

   8,431,000

   

   

   0.89Exercised

   

   (651,000

   )

   

   0.62Expired or cancelled

   

   (8,376,000

   )

   

   2.00Outstanding at February 28, 2011

   8,824,000

   

   

   0.96Granted

   

   4,649,000

   

   

   1.30Exercised

   

   (14,000

   )

   

   0.65Expired or cancelled

   

   -

   

   

   -Outstanding at February 29, 2012

   13,459,000

   

   

   1.08Granted

   

   297,000

   

   

   0.65Exercised

   

   (55,000

   )

   

   0.65Expired or cancelled

   

   (365,000

   )

   

   1.56Outstanding and exercisable at February 28, 2013

   13,336,000

   

   $

   1.06As at February 28, 2013, the following stock options were outstanding and exercisable:Expiry Date

   Number of Stock Options

   Remaining Contractual

   

   Exercise PriceLife (Years)May 14, 2013 *

   150,000

   0.21

   

   $

   3.00July 10, 2014

   200,000

   1.36

   

   

   1.12October 7, 2014

   75,000

   1.61

   

   

   0.90March 31, 2015

   659,000

   2.08

   

   

   0.65August 24 2015

   7,396,000

   2.48

   

   

   0.92March 3, 2016

   4,559,000

   3.01

   

   

   1.30August 27, 2017

   297,000

   4.50

   

   $

   0.6513,336,000
 * The options with expiry date May 14, 2013 expired unexercised on that date. During the year ended February 28, 2013, the Company granted fully-vested options to acquire 297,000 common shares with a weighted average fair value of $0.32 per option resulting in share-based payments expense of $95,993. During the year ended February 29, 2012, the Company granted fully-vested options to acquire 4,649,000 common shares with a weighted average fair value of $0.62 per option resulting in share-based payments expense of $2,901,822. An additional $3,513 in share-based payments was recognized in respect of the vesting of options granted in prior years for a total of $2,905,335 in share-based payments expensed during the year ended February 29, 2012. During the year ended February 28, 2011, the Company granted options to acquire 8,431,000 common shares with a weighted average fair value of $0.51 per option, resulting in share-based payments being recognized of $4,302,882. F-26


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  10.

   SHARE CAPITAL AND RESERVES (CONTINUED)
  (c)

   Stock options: (continued)
 The following assumptions were used for the Black-Scholes valuation of options granted during the years: 2013

   

   2012

   

   2011Risk-free interest rate

   1.3%

   

   2.4%

   

   2.1 – 2.9%Expected life

   3.55 years

   

   3.55 years

   

   5 yearsAnnualized volatility

   69%

   

   67%

   

   67 - 68%Dividend rate

   0%

   

   0%

   

   0%Forfeiture rate

   0%

   

   0%

   

   0%
  (d)

   Warrants:
 Share purchase warrant transactions are summarized as follows: Number of Warrants

   

   Weighted AverageExercise PriceOutstanding at March 1, 2010

   487,071

   

   $

   0.85Issued

   1,893,750

   

   

   1.06Exercised

   (517,500

   )

   

   0.90Expired

   -

   

   

   -Outstanding at February 28, 2011

   1,863,321

   

   

   1.05Issued

   -

   

   

   -Exercised

   (976,389

   )

   

   0.89Expired

   (286,932

   )

   

   0.86Outstanding at February 29, 2012

   600,000

   

   

   1.40Issued

   -

   

   

   -Exercised

   -

   

   

   -Expired

   (600,000

   )

   

   (1.40

   )Outstanding and exercisable at February 28, 2013

   -

   

   $

   -
  11.

   RELATED PARTY TRANSACTIONS
 The Company incurred costs with directors and companies related by directors in common as follows: Year ended February

   

   

   Year ended February

   

   

   Year ended February28, 2013

   

   

   29, 2012

   

   

   28, 2011Professional and consulting fees

   $

   191,160

   

   $

   483,340

   

   $

   513,780Salaries and benefits

   $

   476,144

   

   $

   850,277

   

   $

   629,611
 Professional and consulting fees and salaries and benefits have been expensed to operations, or capitalized to Investment in Oromin Joint Venture Group Ltd., based on the nature of the expenditure. Included in trade and other payables at February 28, 2013 is $32,227 (February 29, 2012 - $59,224; February 28, 2011 - $59,087) due to directors and companies with common directors. F-27


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  11.

   RELATED PARTY TRANSACTIONS (CONTINUED)
 Compensation of key management personnel The remuneration of directors and other members of key management personnel, including the CEO, CFO, and Directors, are as follows: Year ended February

   

   

   Year ended February

   

   

   Year ended February28, 2013

   

   

   29, 2012

   

   

   28, 2011Salaries and other short-term benefits

   $

   850,952

   

   $

   1,572,859

   

   $

   1,261,204Share-based payments

   $

   Nil

   

   $

   1,385,682

   

   $

   2,207,715
  12.

   SEGMENT INFORMATION
 The Company has one operating segment, being the exploration of resource properties. The Company’s investment in Oromin Joint Venture Group Ltd., exploration and evaluation assets, and property, plant and equipment are located in the following geographic areas: As at February

   

   

   As at February

   

   

   As at February28, 2013

   

   

   29, 2012

   

   

   28, 2011Sénégal

   $

   43,393,053

   

   $

   76,371,325

   

   $

   67,508,460Canada

   

   13,165

   

   

   63,700

   

   

   114,235$

   43,406,218

   

   $

   76,435,025

   

   $

   67,622,695
  13.

   COMMITMENTS
 Pursuant to a 2009 lease agreement extended in July 2012 the Company holds a lease on its office premises in Vancouver, Canada, which terminates May 31, 2018. The Company is committed to lease payments with annual totals as follow for its fiscal years: 2014

   $233,169

   For the 12 month fiscal year2015

   $232,5082016

   $235,0522017

   $237,6702018

   $240,3722019

   $60,671

   For the three months from March 1, 2018 to termination
 F-28


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  14.

   FINANCIAL INSTRUMENTS
 The Company’s financial instruments include cash, receivables, marketable securities, trade and other payables and loan payable. (a)

   Financial assets and liabilities by category
  At February 28, 2013

   

   

   

   

   

   

   

   

   

   

   OtherFVTPL

   

   

   Loans and

   

   

   Available-

   

   

   financial

   

   

   Totalreceivables

   

   

   for-sale

   

   

   liabilitiesFinancial assetsCash

   $

   1,102,274

   

   $

   -

   

   $

   -

   

   $

   -

   

   $

   1,102,274Receivables

   

   -

   

   

   50,598

   

   

   

   

   

   -

   

   

   50,598Marketable securities

   

   -

   

   

   -

   

   

   17,969

   

   

   -

   

   

   17,969Total financial assets

   

   1,102,274

   

   

   50,598

   

   

   17,969

   

   

   -

   

   

   1,170,841Financial liabilitiesTrade and other payables

   

   -

   

   

   -

   

   

   -

   

   

   562,514

   

   

   562,514Loan payable

   

   -

   

   

   -

   

   

   -

   

   

   1,452,145

   

   

   1,452,145Total financial liabilities

   $

   -

   

   $

   -

   

   $

   -

   

   $

   2,014,659

   

   $

   2,014,659At February 29, 2012

   

   

   

   

   

   

   

   

   

   

   OtherFVTPL

   

   

   Loans and

   

   

   Available-

   

   

   financial

   

   

   Totalreceivables

   

   

   for-sale

   

   

   liabilitiesFinancial assetsCash

   $

   3,927,251

   

   $

   -

   

   $

   -

   

   $

   -

   

   $

   3,927,251Receivables

   

   -

   

   

   101,475

   

   

   -

   

   

   -

   

   

   101,475Marketable securities

   

   -

   

   

   -

   

   

   41,927

   

   

   -

   

   

   41,927Total financial assets

   

   3,927,251

   

   

   101,475

   

   

   41,927

   

   

   -

   

   

   4,070,653Financial liabilitiesTrade and other payables

   $

   -

   

   $

   -

   

   $

   -

   

   $

   286,256

   

   $

   286,256At February 28, 2011

   

   

   

   

   

   

   

   

   

   

   OtherFVTPL

   

   

   Loans and

   

   

   Available-

   

   

   financial

   

   

   Totalreceivables

   

   

   for-sale

   

   

   liabilitiesFinancial assetsCash

   $

   16,230,612

   

   $

   -

   

   $

   -

   

   $

   -

   

   $

   16,230,612Receivables

   

   -

   

   

   303,078

   

   

   -

   

   

   -

   

   

   303,078Marketable securities

   

   -

   

   

   -

   

   

   89,843

   

   

   -

   

   

   89,843Total financial assets

   

   16,230,612

   

   

   303,078

   

   

   89,843

   

   

   -

   

   

   16,623,533Financial liabilitiesTrade and other payables

   $

   -

   

   $

   -

   

   $

   -

   

   $

   351,104

   

   $

   351,104
 F-29


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  14.

   FINANCIAL INSTRUMENTS (CONTINUED)
  (b)

   Fair value of financial instruments
 The carry values of receivables, trade and other payables, and loan payable approximate their fair values due to their relatively short maturity. (c)

   Fair value hierarchy
 IFRS requires disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; andLevel 3 – Inputs that are not based on observable market data The following tables illustrate the valuation method of the Company’s financial instruments carried at fair value as at February 28, 2013, February 29, 2012 and February 28, 2011: At February 28, 2013

   

   Level 1

   

   Level 2

   

   Level 3

   

   TotalCash

   $

   1,102,274

   $

   -

   $

   -

   $

   1,102,274Marketable securities

   $

   17,969

   $

   -

   $

   -

   $

   17,969At February 29, 2012

   

   Level 1

   

   Level 2

   

   Level 3

   

   TotalCash

   $

   3,927,251

   $

   -

   $

   -

   $

   3,927,251Marketable securities

   $

   41,927

   $

   -

   $

   -

   $

   41,927At February 28, 2011

   

   Level 1

   

   Level 2

   

   Level 3

   

   TotalCash

   $

   16,230,612

   $

   -

   $

   -

   $

   16,230,612Marketable securities

   $

   89,843

   $

   -

   $

   -

   $

   89,843
  15.

   FINANCIAL RISK MANAGEMENT
 The Company is exposed to a variety of financial risks by virtue of its activities, including foreign currency risk, liquidity risk, equity market risk, interest rate risk and credit risk. The Company’s objective with respect to financial risk management is to minimize potential adverse effects on the Company’s financial position and performance. Management is responsible to the Board of Directors for establishing controls and procedures with the objectives that financial risks are mitigated to acceptable levels. F-30


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  15.

   FINANCIAL RISK MANAGEMENT (CONTINUED)
  (a)

   Foreign currency risk
 Foreign currency risk is the risk that the fair values of financial assets and liabilities denominated and for settlement in currencies other than the Canadian dollar (CAD) may fluctuate because of changes in foreign exchange rates. The Company holds a portion of its cash in United States dollars (USD), however, at February 28, 2013 the Company’s exposure to exchange rate changes for the USD was not material. To date the Company has elected not to hedge its USD exposures by futures or options strategies. (b)

   Liquidity risk
 Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. At February 28, 2013 the Company held cash resources of $1,102,274 and had trade and other payables of $562,514 and was able to meet its obligations as they became due. The loan payable is due December 27, 2013. The Company has no regular cash flow from its operating activities. To continue to be able to meet its obligations as they become due, the Company will depend on management’s ability to raise the funds required through future equity financings. If such funds cannot be raised, the Company would be required to postpone or curtail its operating and investing activities. The Company manages its liquidity risk by forecasting cash flow requirements for its planned exploration and corporate activities and anticipating investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of annual budgets and of significant expenditures and commitments, and in monitoring the climate and opportunity for equity financings. (c)

   Equity market risk
 The Company is exposed to equity price risk arising from its investments, which are marketable securities classified as available-for-sale. The Company’s maximum exposure to equity price risk is the carrying value of its investments. (d)

   Interest rate risk
 Interest rate risk mainly arises from the interest rate impact on cash because they are the only financial instrument the Company holds that earns interest based on variable market interest rates. The loan payable has fixed interest rates and is not exposed to fluctuations in interest rates; a change in interest rates would impact the fair value of the instruments, but because the loan is recorded at amortized cost there would be no impact on the financial results of the Company. (e)

   Credit risk
 Credit risk is the risk of financial loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company has no material counter-parties to its financial instruments with the exception of the financial institutions which hold its cash deposits. The Company manages this credit risk by investing its cash in interest-bearing accounts at a major Canadian chartered bank, or, to a lesser extent, at major banks in Sénégal. The Company’s material receivables consist primarily of sales tax receivables due from the federal government of Canada. Because of these circumstances, the Company does not believe it has a material exposure to credit risk. F-31


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  15.

   FINANCIAL RISK MANAGEMENT (CONTINUED)
  (f)

   Capital Management
 The capital of the Company consists of the items included in equity. The Company manages its capital structure and makes adjustments to it based on the funds required by and available to the Company. The Company’s objective for capital management is to plan for the capital required to support the Company’s ongoing acquisition and exploration of its mineral properties and to provide sufficient funds for its corporate activities. The Company’s mineral properties are in the exploration stage. As an exploration stage company, the Company is currently unable to self-finance its operations. The Company has historically relied on equity financings to finance operations. In order to carry out the Company’s planned exploration programs and to pay for administrative costs, the Company will spend its existing working capital and raise additional funds as required. The Company uses a planning and budgeting process to manage its capital requirements. 16.

   SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
  Year ended

   

   

   Year ended

   

   

   Year endedFebruary 28,

   

   

   February 29,

   

   

   February 28,2013

   

   

   2012

   

   

   2011Non-cash operating activitiesUnrealized loss on marketable securities

   $

   (23,958

   )

   $

   (47,916

   )

   $

   -Accounts payable incurred for resource property expenditures

   

   -

   

   

   -

   

   

   98,998(23,958

   )

   

   (47,916

   )

   

   98,998Non-cash financing activitiesExercise of stock options

   

   (17,344

   )

   

   (5,246

   )

   

   (285,267

   )Share-based payments reserve allocated to share capital on exercise of stock options

   

   17,344

   

   

   5,246

   

   

   285,267Exercise of underwriter’s compensation warrants

   

   -

   

   

   (278,387

   )

   

   (134,520

   )Portion of bonus shares capitalized to loan payable not yet realized through the statement of comprehensive loss

   

   234,375

   

   

   -

   

   

   -Share-based payments reserve allocated to share capital on exercise of underwriter’s compensation warrants

   

   -

   

   

   278,387

   

   

   134,520Shares issued for exploration and evaluation assets

   

   -

   

   

   -

   

   

   5,555Warrants issued for underwriter’s compensation

   

   -

   

   

   -

   

   

   582,371Share-based payments reserve arising from underwriter’s compensation warrants

   

   -

   

   

   -

   

   

   (582,371

   )234,375

   

   

   -

   

   

   5,555Non-cash investing activitiesExpenditures on exploration and evaluation assets incurred through shares issued

   $

   -

   

   $

   -

   

   $

   (5,555

   )Interest paid during the year

   $

   15,078

   

   $

   -

   

   $

   -Income taxes paid during the year

   $

   -

   

   $

   -

   

   $

   -
 F-32


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  17.

   INCOME TAXES
 A reconciliation of income taxes at statutory rates with reported taxes is as follows: Year ended

   

   

   Year ended

   

   

   Year endedFebruary 28, 2013

   

   

   February 29, 2012

   

   

   February 28, 2011Loss for the year before income taxes

   $

   (38,343,478

   )

   $

   (8,207,833

   )

   $

   (9,783,496

   )Expected income tax recovery

   $

   9,586,000

   

   $

   2,155,000

   

   $

   2,757,000Non-deductible expenditures

   

   (9,041,000

   )

   

   (609,000

   )

   

   (1,988,000

   )Impact of different tax rates and other

   

   676,000

   

   

   (107,000

   )

   

   (106,000

   )Changes in unrecognized deductible temporary differences

   

   (1,221,000

   )

   

   (1,439,000

   )

   

   (663,000

   )Income tax (expense) recovery

   $

   -

   

   $

   -

   

   $

   -
 The Canadian income tax rate decreased during the year due to changes in the law that reduced corporate income tax rates in Canada The deductible temporary differences and unused tax losses that are not recognized as deferred tax assets are as follows: Year ended

   Expiry dates

   

   Year ended

   

   Year endedFebruary 28,

   

   

   February 29,

   

   February 28,2013

   

   

   2012

   

   2011Equipment and cumulative eligible capital

   $

   329,000

   indefinite

   $

   343,000

   $

   228,000Exploration and evaluation assets

   

   6,073,000

   indefinite

   

   6,075,000

   

   6,075,000Financing costs

   

   1,840,000

   2034-2037

   

   2,504,000

   

   3,787,000Marketable securities and other

   

   353,000

   indefinite

   

   49,000

   

   -Capital losses available for future periods

   

   2,939,000

   indefinite

   

   2,941,000

   

   41,000Non-capital losses available for future periods

   

   17,375,000

   2015-2033

   

   11,965,000

   

   7,908,000
 Tax attributes are subject to review, and potential adjustments, by tax authorities. 18.

   CONTINGENCY
 In October 2011 the Company entered into a series of retention agreements with a number of its officers, employees and key consultants providing for the possibility of certain payments to be made to those parties upon the conclusion of a change in control transaction, as that term is normally understood in the Company’s industry. In the event of such a change in control transaction, the Company could become liable for the payment of up to a total of $2,169,100 (2012 – $2,274,000) in termination payments. Of this amount, a total of up to $1,494,700 (2012 –$1,546,500) could become payable to senior officers and directors. F-33


---

OROMIN EXPLORATIONS LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the years ended February 28, 2013, February 29, 2012 and February 28, 2011(Expressed in Canadian Dollars, unless otherwise stated)
  19.

   SUBSEQUENT EVENTS
 On April 24, 2013 the Company received a further loan draw of $1,200,000 and on July 19, 2013 a further loan draw of $802,000 pursuant to the loan facility described in Note 9 taking the total amount drawn against the facility to $3,802,000. Accordingly, a further 375,000 shares were released from escrow in favour of the lenders. On August 6, 2013, pursuant to a supported bid from Teranga to acquire all of the outstanding common shares of the Company that it did not already own (the “Offer”), Teranga acquired in excess of 73% of the Company’s common shares including those previously owned by Teranga. Effective August 27, 2013 Teranga and the Company entered into a Plan of Arrangement agreement pursuant to which Teranga proposes to acquire all the remaining shares of the Company with a shareholders’ meeting called for October 2, 2013 to consider and if thought fit approve this plan. As a consequence of the change in control of the Company set out above, the loan facility became due and payable. Teranga and the Company have agreed with the lender to pay out the principal and interest balances of the loan on or before September 30, 2013. As a further consequence of the change in control, the liability for the payments described in Note 18 was triggered, and Teranga and the Company have agreed with the parties entitled to those payments to make the payments on or before January 10, 2014. In relation to the acquisition transaction described above, Bendon announced on July 2, 2013 that had filed a lawsuit naming Teranga, the Company and SHL as defendants. The lawsuit seeks declaratory, injunctive and monetary relief as a result of Teranga’s Offer. The outcome of the claim is not determinable and, therefore, an estimate of the financial effect, if any, cannot be made. F-34


---

Consolidated Financial Statements 
    [Expressed in Canadian dollars] Oromin Joint Venture Group Ltd.February 28, 2013 and February 29, 2012 F-35


---

INDEPENDENT AUDITORS’ REPORT To the Shareholders ofOromin Joint Venture Group Ltd. We have audited the accompanying consolidated financial statements of Oromin Joint Venture Group Ltd., which comprise the consolidated statements of financial position as at February 28, 2013 and February 29, 2012, and the consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders’ deficiency and cash flows for each of the three years then ended, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the consolidated financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian and United States generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. F-36


---

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Oromin Joint Venture Group Ltd.as at February 28, 2013 and February 29, 2012, and the results of its operations and its cash flows for each of the three years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Emphasis of matter Without qualifying our opinion, we draw attention to note 1 in the consolidated financial statements which indicates that the Company has a shareholders’ deficiency of $44,287,498. This condition, along with other matters as set forth in note 1, indicates the existence of a material uncertainty that raises substantial doubt about Oromin Joint Venture Group Ltd.’s ability to continue as a going concern. /s/ Ernst & Young LLP Vancouver, Canada,September 13, 2013.
        Chartered Accountants
 F-37


---

Oromin Joint Venture Group Ltd. CONSOLIDATED STATEMENTS OF 
    FINANCIAL POSITION[Expressed in Canadian dollars] As at
        
        
        As atFebruary 28,
        
        
        February 29,2013
        
        
        2012$
        
        
        $ASSETSCurrentCash
        
        693,316
        
        
        237,371Prepaid expenses
        
        3,802
        
        
        29,572Total current assets
        
        697,118
        
        
        266,943Intangible exploration and evaluation assets [notes 3 and 6]
        
        163,024,584
        
        
        155,503,549163,721,702
        
        
        155,770,492LIABILITIES AND SHAREHOLDERS' DEFICIENCYCurrentTrade and other payables [note 6]
        
        1,495,504
        
        
        1,851,646Due to related party [note 6]
        
        131,721
        
        
        91,203Total current liabilities
        
        1,627,225
        
        
        1,942,849Advances [note 4]
        
        157,990,569
        
        
        143,273,607Accrued interest [note 4]
        
        48,391,406
        
        
        34,209,145Total liabilities
        
        208,009,200
        
        
        179,425,601Nature and continuance of operations [note 1]Commitments [note 11]Shareholders' deficiencyShare capitalDeficit
        
        (44,287,498
        )
        
        (23,655,109
        )Total shareholders' deficiency
        
        (44,287,498
        )
        
        (23,655,109
        )163,721,702
        
        
        155,770,492
 See accompanying notes On behalf of the Board: Chet Idziszek
        James G. StewartDirector
        Director
 F-38


---

Oromin Joint Venture Group Ltd. CONSOLIDATED STATEMENTS OF INCOME (LOSS) 
    AND COMPREHENSIVE INCOME (LOSS)[Expressed in Canadian dollars] Year ended
        
        
        Year ended
        
        
        Year endedFebruary 28,
        
        
        February 29,
        
        
        February 28,2013
        
        
        2012
        
        
        2011$
        
        
        $
        
        
        $EXPENSESAudit and accounting fees
        
        (170,656
        )
        
        (393,615
        )
        
        —Bank charges
        
        (539
        )
        
        (695
        )
        
        (708
        )Communications
        
        (584
        )
        
        —
        
        
        —(171,779
        )
        
        (394,310
        )
        
        (708
        )Other income (loss)Interest expense [note 4]
        
        (12,384,121
        )
        
        (11,347,750
        )
        
        (9,085,855
        )Interest income
        
        —
        
        
        5,274
        
        
        —Foreign exchange gain (loss)
        
        (8,076,489
        )
        
        (1,891,857
        )
        
        10,128,929Total income (loss) and comprehensive income (loss)
        
        (20,632,389
        )
        
        (13,628,643
        )
        
        1,042,366
 See accompanying notes F-39


---

Oromin Joint Venture Group Ltd. CONSOLIDATED STATEMENTS OF CHANGES IN 
    SHAREHOLDERS' DEFICIENCY[Expressed in Canadian dollars] For the years ended Shares
        
        
        Capital
        
        
        Deficit
        
        
        Total#
        
        
        $
        
        
        $
        
        
        $Balance, February 28, 2010
        
        200
        
        
        —
        
        
        (11,068,832
        )
        
        (11,068,632
        )Total income and comprehensive income
        
        —
        
        
        —
        
        
        1,042,366
        
        
        1,042,366Balance, February 28, 2011
        
        200
        
        
        —
        
        
        (10,026,466
        )
        
        (10,026,466
        )Total loss and comprehensive loss
        
        —
        
        
        —
        
        
        (13,628,643
        )
        
        (13,628,643
        )Balance, February 29, 2012
        
        200
        
        
        —
        
        
        (23,655,109
        )
        
        (23,655,109
        )Total loss and comprehensive loss
        
        —
        
        
        —
        
        
        (20,632,389
        )
        
        (20,632,389
        )Balance, February 28, 2013
        
        200
        
        
        —
        
        
        (44,287,498
        )
        
        (44,287,498
        )
 See accompanying notes F-40


---

Oromin Joint Venture Group Ltd. CONSOLIDATED STATEMENTS OF CASH FLOWS[Expressed in Canadian dollars] Year ended
        
        
        Year ended
        
        
        Year endedFebruary 28,
        
        
        February 29,
        
        
        February 28,2013
        
        
        2012
        
        
        2011$
        
        
        $
        
        
        $OPERATING ACTIVITIESIncome (loss) and comprehensive income (loss) for the period
        
        (20,632,389
        )
        
        (13,628,643
        )
        
        1,042,366Add (deduct) items not affecting cashAccrued interest on shareholder loans
        
        12,384,121
        
        
        11,347,750
        
        
        9,085,855Foreign exchange loss
        
        8,076,489
        
        
        1,891,857
        
        
        (10,128,929
        )Changes in non-cash working capital itemsPrepaid expenses
        
        25,770
        
        
        (5,735
        )
        
        166,127Due to related party
        
        40,518
        
        
        66,606
        
        
        2,906Cash provided by (used in) operating activities
        
        (105,491
        )
        
        (328,165
        )
        
        168,325INVESTING ACTIVITIESIntangible exploration and evaluation assets
        
        (7,877,177
        )
        
        (23,435,070
        )
        
        (36,529,075
        )Cash used in investing activities
        
        (7,877,177
        )
        
        (23,435,070
        )
        
        (36,529,075
        )FINANCING ACTIVITIESAdvances from shareholders
        
        8,399,847
        
        
        19,274,808
        
        
        34,468,142Cash provided by financing activities
        
        8,399,847
        
        
        19,274,808
        
        
        34,468,142Impact of foreign exchange on cash balances
        
        38,766
        
        
        169,202
        
        
        246,710Net increase (decrease) in cash during the year
        
        455,945
        
        
        (4,319,225
        )
        
        (1,645,898
        )Cash, beginning of year
        
        237,371
        
        
        4,556,596
        
        
        6,202,494Cash, end of year
        
        693,316
        
        
        237,371
        
        
        4,556,596
 See accompanying notes F-41


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 1. NATURE AND CONTINUANCE OF OPERATIONS These consolidated financial statements include the results of Oromin Joint Venture Group Ltd. and its subsidiary [together the “Company”] for the three years ended February 28, 2013. The financial statements were authorized for issue in accordance with a resolution of the Board of Directors of the Company on September 13, 2013. The Company was incorporated on August 18, 2006 under the Company Act of British Virgin Islands. The address of the Company’s registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. The Company is domiciled in the British Virgin Islands. The Company holds all right, title and interest in and to the exploration concession and mining license in Sénégal known as the “OJVG Project”, the Company’s sole mineral property interest. The Company is in the business of exploring its mineral property and its current activities are in exploration and evaluation. The recoverability of the Company’s expenditures on its mineral property is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and future profitable commercial production or proceeds from the disposition thereof. The Company has sustained substantial losses from operations since inception, has a shareholders’ deficiency of $44,287,498 and has no current source of revenue. Continued operations of the Company are dependent upon its ability to receive continued financial support from its shareholders, complete public or private equity or debt financings, or generate profitable operations in the future. These matters may cast significant doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2. SIGNIFICANT ACCOUNTING POLICIES 
    Basis of preparation The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards [“IFRS”] as issued by the International Accounting Standards Board [“IASB”]. The consolidated financial statements have been prepared on a historical cost basis. F-42


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012 Foreign currency translation The consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency and presentation currency. Transactions in foreign currencies are translated to the functional currency at exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are translated at historical rates. Gains and losses are recorded in the statement of comprehensive loss. Financial instruments The Company classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables, available for sale financial assets and financial liabilities at amortized cost. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition. Financial liabilities at amortized cost The Company’s trade and other payables, due to related party, advances and accrued interest are classified as financial liabilities at amortized cost and are initially measured at fair value and subsequently measured at amortized cost. Impairment of financial assets Financial assets or a group of financial assets are assessed for indicators of impairment at each statement of financial position reporting date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. Objective evidence of impairment could include: significant financial difficulty of the issuer or counterparty; ordefault or delinquency in interest or principal payments; orit becoming probable that the borrower will enter bankruptcy or financial re-organization. For loans and receivables carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash F-43


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 flows, discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced by the impairment loss through the use of a provision account. Subsequent recoveries of amounts previously written off are credited against the provision account. Changes in the carrying amount of the provision account are recognized in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. Exploration and evaluationMineral properties Exploration and evaluation expenditures are recognized as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: the rights to tenure of the area of interest are current; andat least one of the following conditions is also met: the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; orexploration and evaluation activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to the operational activities in a particular area of interest. Borrowing costs are expensed as incurred. Exploration and evaluation assets are only carried forward to the extent they will be utilized in future production activities once evaluation of the expenditure has been undertaken in conjunction with the expected plans for the project. F-44


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 Impairment of exploration and evaluation assets Exploration and evaluation assets are assessed for impairment if [i] sufficient data exists to determine technical feasibility and commercial viability, or [ii] facts and circumstances suggest that the carrying amount exceeds the recoverable amount. The recoverable amount of the exploration and evaluation asset is estimated to determine the extent of the impairment loss [if any]. Restoration and rehabilitation provision A provision for restoration and rehabilitation is recognized when there is a present legal or constructive obligation, as a result of exploration, development, or production activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of removing facilities, abandoning sites and restoring the affected areas. The restoration and rehabilitation provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements. Future restoration costs are reviewed at least annually and any changes in the estimate are reflected in the present value of the restoration and rehabilitation provision at each reporting date. To date the Company does not have any significant restoration obligations. Segment reporting The Company operates in a single reportable operating segment – the acquisition, exploration and development of mineral properties. The Company’s sole mineral property is located in the Republic of Sénégal. Use of judgments and estimates The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. Significant areas requiring the use of management estimates relate to the determination of impairment of assets and to the restoration and rehabilitation provision. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. F-45


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 In particular, information about significant areas of judgment and estimation uncertainty considered by management in preparing the consolidated financial statements is described below. Mine rehabilitation provision[note 3] The Company assesses its mine rehabilitation provision annually. Significant estimates and assumptions are made in determining the provision for mine rehabilitation as there are numerous factors that will affect the ultimate liability payable. In the Company’s judgment, there is no significant provision required to date. Impairment of assets[note 3] The Company assesses the cash generating unit annually to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs to sell and value in use. These assessments require the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and operating performance. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Fair value for mineral assets is generally determined as the present value of estimated future cash flows arising from the continued use of the asset, which includes estimates such as the cost of future expansion plans and eventual disposal, using assumptions that an independent market participant may take into account. Cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Management has assessed the cash generating unit as being the individual mine site, which is the lowest level for which cash inflows are largely independent of those of other assets. Production start date[note 3] The Company assesses the stage of each mine under construction to determine when a mine moves into the production stage being when the mine is substantially complete and ready for its intended use. The criteria used to assess the start date are determined based on the unique nature of each mine construction project, such as the complexity of a plant and its location. The Company considers various relevant criteria to assess when the production phase is considered to commence and all related amounts are reclassified from ‘intangible exploration and evaluation assets’ to ‘producing mines’ and ‘property, plant and equipment’. Some of the criteria used will include, but are not limited to, the following: Level of capital expenditure incurred compared to the original construction cost estimatesCompletion of a reasonable period of testing of the mine plant and equipmentAbility to produce metal in saleable form [within specifications] F-46


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 Ability to sustain ongoing production of metal When a mine development/construction project moves into the production stage, the capitalization of certain mine development/construction costs ceases and costs are either regarded as forming part of the cost of inventory or expensed, except for costs that qualify for capitalization relating to mining asset additions or improvements, underground mine development or mineable reserve development. It is also at this point that depreciation/ amortization commences. New standards not yet adopted IAS 1, Presentation of financial statements– The IASB has amended the disclosure requirements of items presented in other comprehensive income [“OCI”], including a requirement to separate items presented in OCI into two groups based on whether or not they may be recycled to profit or loss in the future. This amendment is effective for annual periods beginning on or after July 1, 2012. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 7, Financial Instruments: Disclosures- In December 2011, the IASB amended IFRS 7 [Financial Instruments: Disclosures] requiring additional disclosures about the initial application of IFRS 9. This amendment is effective for annual periods beginning on or after January 1, 2015 [or otherwise when IFRS 9 is first applied]. IAS 32, Financial Instruments: Presentation, was amended in December 2011 relating to application guidance on the offsetting of financial assets and financial liabilities. This standard is effective for annual periods beginning on or after January 1, 2014. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 9, Financial Instruments- The IASB intends to replace IAS 39, Financial Instruments: Recognition and Measurement[“IAS 39”], in its entirety with IFRS 9, Financial Instruments [“IFRS 9”] in three main phases. IFRS 9 will be the new standard for the financial reporting of financial instruments that is principles-based and less complex than IAS 39, and is effective for annual periods beginning on or after January 1, 2015, with earlier adoption permitted. IFRS 9 requires that all financial assets be classified as subsequently measured at amortized cost or at fair value based on the Company’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. Financial liabilities are classified as subsequently measured at amortized cost except for financial liabilities classified as at fair value through profit or loss, financial guarantees and certain other exceptions. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. F-47


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 IFRS 10, Consolidated Financial Statements[“IFRS 10”] – This standard establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. This standard [i] requires a parent entity [an entity that controls one or more other entities] to present consolidated financial statements; [ii] defines the principle of control, and establishes control as the basis for consolidation; [iii] sets out how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate the investee; and [iv] sets out the accounting requirements for the preparation of consolidated financial statements. IFRS 10 supersedes IAS 27, Consolidated and Separate Financial Statements, [“IAS 27”] and SIC-12Consolidation – Special Purpose Entities, and is effective for annual periods beginning on or after January 1, 2013, with early application permitted. IAS 27 and IAS 28, Investments in Associates, were revised and reissued as IAS 27, Separate Financial Statements, and IAS 28, Investments in Associates and Joint Ventures, to align with the new consolidation guidance. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 11, Joint Arrangements– This standard establishes the core principle that a party to a joint arrangement determines the type of joint arrangement in which it is involved by assessing its rights and obligations and accounts for those rights and obligations in accordance with that type of joint arrangement. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 12, Disclosure of Involvement with Other Entities– This standard requires the disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.IFRS 13, Fair Value Measurement[“IFRS 13”] – This standard defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 applies when another IFRS requires or permits fair value measurements or disclosures about fair value measurements [and measurements, such as fair value less costs to sell, based on fair value or disclosures about those measurements], except for: share-based payment transactions within the scope of IFRS 2, Share-based Payment; F-48


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 leasing transactions within the scope of IAS 17, Leases; and, measurements that have some similarities to fair value but that are not fair value, such as net realizable value in IAS 2, Inventories, or value in use in IAS 36, Impairment of Assets. This standard is effective for annual periods beginning on or after January 1, 2013, with early application permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements. 3. INTANGIBLE EXPLORATION AND EVALUATION ASSETS In October 2004, one of the founding shareholders of the Company, Oromin Explorations Ltd. [“Oromin”] was awarded an exploration concession in Sénégal known as the Sabodala Project [since renamed the “OJVG Project”], and Oromin’s rights were formalized in a Mining Convention with the government of Sénégal dated February 17, 2005 and updated thereafter. The Mining Convention granted Oromin the sole right to acquire a 100% interest in this project, subject to a 10% free carried interest, after repayment of capital and accrued interest thereon, held in favour of the government of Sénégal. The OJVG Project was subsequently transferred by Oromin to the Company, which is owned 43.5% by Sabodala Holding Limited [“SHL”], a company wholly owned by Oromin, 43.5% by Bendon International Ltd. [“Bendon”], a company incorporated in the British Virgin Islands, and 13.0% by Badr Investment & Finance Company [“Badr”], a company based in Saudi Arabia. Oromin is the operator of the OJVG Project and recovers its related administration costs from the Company. In order to acquire and maintain in good standing its interest in the OJVG Project, Oromin or the Company were obliged to spend at least US$32 million on exploration of the OJVG Project through December 2009 through a series of expenditure milestones, conditions which were met on schedule. Having met these milestone conditions, on January 26, 2010 the Company was granted a renewable exploitation license for the OJVG Project for a term of fifteen years. This license allows the Company to carry out mining operations once feasibility is established. Under the Mining Code of Sénégal, the mining license must be held by a Sénégalese company and accordingly on January 29, 2013 Société des Mines de Golouma S.A. [“Somigol”], an operating company under the laws of Sénégal, was incorporated. Somigol is owned by the Company as to 90% and by the Government of Sénégal as to 10%. The interest of the Government of Sénégal is fully carried, subject to the capital and accrued interest recoveries set out above, and the government is also entitled to a royalty equal to 3% of net smelter returns. Under the terms of the Mining Convention, the Company is obliged to offer to Sénégalese nationals the right to purchase 25% of such operating company at a price determined by an F-49


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 independent valuator. As at the date these consolidated financial statements were approved for issue, this offer is in progress with an undetermined outcome. As at February 28, 2013 Somigol was inactive with no transactions other than the receipt of an immaterial amount of initial share capital. Effective March 28, 2011, the Mining Convention in respect of the OJVG Project was altered by a rider agreement. Among other matters, this agreement [i] committed the Company to invest US$450,000 per year for the social development of local communities until the date of first commercial production, increasing to US$800,000 per year from the date of first commercial production; [ii] established the Company’s holiday from most forms of taxation in Sénégal to be eight years from the date of issue of its mining license, which is January 26, 2010; and [iii] committed the Company to contribute up to US$150,000 per year starting from the date of first commercial production for mining-related training of Sénégalese nationals. As at February 28, 2013 the Company was in arrears towards its cumulative contributions for the social development of local communities in the amount of approximately US$130,000. The Company was incorporated in August 2006 in anticipation of the completion of an initial expenditure obligation, and in December 2006, SHL, Bendon and Badr completed a shareholders’ agreement [the “Company’s Shareholder Agreement”] governing the conduct of the Company and the OJVG Project. Under the terms of a prior agreement which was superseded by the establishment of the Company, Bendon provided an initial US$2.8 million in exploration expenditures with Oromin providing the next US$5.2 million. Following the completion of the initial US$8 million obligation in October 2006, SHL and Bendon were required to fund and have been funding further exploration and related costs of the OJVG Project equally; Badr has a free carried interest through the commencement of production, subject to repayment of capital and accrued interest thereon. The Company became a stand alone incorporated entity effective March 1, 2007. Prior to that date its exploration costs were incurred as an unincorporated joint venture among Oromin, Bendon and Badr. That joint venture commenced its activities effective December 1, 2004 being the beginning of the first fiscal quarter of the joint venture following the notification of the award of the mining concession as set out above. During the period April 2004 to November 2004, the shareholders incurred costs of $498,663 which have not been included as they were incurred prior to any legal tenure being established. Of this amount, $269,717 was paid by Oromin and $228,946 by Bendon. F-50


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 Exploration and evaluation costs capitalized by the Company are summarized as follows: $Balance, February 28, 2011
        
        133,562,338Camp operation
        
        2,383,514Contractors and geological staff [note 6]
        
        2,052,096Drilling
        
        7,383,802Engineering
        
        1,482,560Exploration office
        
        703,536Land and legal [note 6]
        
        290,672Sample analysis
        
        1,744,286Social programs
        
        1,502,934Travel and accommodation
        
        1,454,985Wages and benefits
        
        1,497,454Project administration [note 6]
        
        1,445,37221,941,211Balance, February 29, 2012
        
        155,503,549Camp operation
        
        1,065,315Contractors and geological staff [note 6]
        
        1,081,788Drilling
        
        206,676Engineering
        
        1,351,122Exploration office
        
        382,068Land and legal [note 6]
        
        88,592Sample analysis
        
        230,810Social programs
        
        155,248Travel and accommodation
        
        303,641Wages and benefits
        
        1,469,529Project administration [note 6]
        
        1,186,2467,521,035Balance, February 28, 2013
        
        163,024,584
 F-51


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
  4. ADVANCES Bendon
        Oromin
        TotalsAccrued
        
        
        
        
        
        Accrued
        
        
        
        
        
        AccruedAdvances
        
        
        interest
        
        
        Advances
        
        
        interest
        
        
        Advances
        
        
        interest$
        
        
        $
        
        
        $
        
        
        $
        
        
        $
        
        
        $Balance,February 28, 2011
        
        59,982,963
        
        
        10,870,358
        
        
        62,192,353
        
        
        11,753,461
        
        
        122,175,316
        
        
        22,623,819Additions
        
        9,637,404
        
        
        5,593,656
        
        
        9,637,404
        
        
        5,754,094
        
        
        19,274,808
        
        
        11,347,750Foreign exchange loss
        
        897,336
        
        
        113,436
        
        
        926,147
        
        
        124,140
        
        
        1,823,483
        
        
        237,576Balance,February 29, 2012
        
        70,517,703
        
        
        16,577,450
        
        
        72,755,904
        
        
        17,631,695
        
        
        143,273,607
        
        
        34,209,145Additions
        
        4,796,538
        
        
        6,125,009
        
        
        3,603,309
        
        
        6,259,112
        
        
        8,399,847
        
        
        12,384,121Foreign exchange loss
        
        3,111,944
        
        
        874,814
        
        
        3,205,171
        
        
        923,326
        
        
        6,317,115
        
        
        1,798,140Balance,February 28, 2013
        
        78,426,185
        
        
        23,577,273
        
        
        79,564,384
        
        
        24,814,133
        
        
        157,990,569
        
        
        48,391,406
 In accordance with the Company’s Shareholder Agreement, the operations of the joint venture are jointly funded by Oromin and Bendon. The advances accrue interest at the prime lending rate in effect at JP Morgan Chase Bank in New York City from time to time plus 5% calculated from the date of advances. The advances and accrued interest are repaid equally from the profits of the joint venture subordinated to any due and payable third-party loans advanced for mine costs. These advances and accrued interest are denominated in US dollars. Expressed in that currency, total advances at February 28, 2013 is US$153,612,609 [February 29, 2012 - US$145,219,549] and total accrued interest at February 28, 2013 is US$47,050,468 [February 29, 2012 - US$34,673,773]. 5. SHARE CAPITAL Authorized A maximum of 50,000 common shares, no par value of a single class. Issued Common shares: 200 [February 29, 2012 - 200]
        nil
 F-52


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 6. RELATED PARTY TRANSACTIONS Pursuant to the Company’s Shareholders Agreement, Oromin acts as operator of the joint venture. As set out in note 3 Oromin provides administration and management services to the Company for which it may recover related administration costs. The Company does not have senior executives as the joint venture shareholders are the key decision makers. The Company incurred costs with Oromin and its senior officers as follows for the years then ended: Year ended
        
        
        Year endedFebruary 28,
        
        
        February 29,2013
        
        
        2012$
        
        
        $Project administration
        
        1,186,246
        
        
        1,445,372Contractors and geological staff
        
        211,968
        
        
        221,968Land and legal
        
        79,100
        
        
        259,800
 These costs have been capitalized as intangible exploration and evaluation assets on the Company’s consolidated statement of financial position. Included in trade and other payables and due to related party at February 28, 2013 is $221,402 [February 29, 2012 - $119,265] due to Oromin in its capacity as Operator of the joint venture or to the senior officers described above. These transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by the related parties. 7. INCOME TAXES The Company is incorporated in the British Virgin Islands, a jurisdiction which does not levy a corporate income tax. To date, the Company has conducted its operations in Sénégal as a branch. Pursuant to the Mining Code, OJVG’s right title and interest in and to the OJVG Project must, in due course and prior to the commencement of commercial production, be transferred to Somigol, the entity described in note 3. This conveyance to Somigol is in process. Pursuant to the Mining Convention, the OJVG Project is the beneficiary of an eight-year tax holiday commencing January 26, 2010, encompassing, among other matters, income taxation. This tax holiday shall pass through to Somigol upon the transfer to it of the rights in and to the project. F-53


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 Pursuant to a further rider agreement dated September 23, 2011, if the Company has not commenced significant development activities by September 23, 2012 the Minister of Mines reserves the right to cancel any or all of the tax holiday provisions set out above. The Company believes it has met this condition. The rate of corporate tax in Sénégal applicable to the Company’s operation of its project is 25%. 8. SEGMENT INFORMATION The Company has one operating segment, being the exploration of resource properties. The Company’s exploration and evaluation activities are conducted entirely in the Republic of Sénégal. 9. CAPITAL MANAGEMENT The Company regards its advances from shareholders as the equivalent of capital for purposes of this policy. The Company is completely dependent on its shareholders to continue to support its operations while in the stage of its development prior to the commencement of commercial production. The Company manages its capital structure and makes adjustments to it based on the funds required by and available to the Company. The Company’s objective for capital management is to plan for the capital required to support the Company’s tenure of its mineral property. The Company’s mineral property is in the exploration and evaluation stage, as no production decision leading to a development stage has been made. As an exploration stage company, the Company is currently unable to self-finance its operations. The Company has historically relied on loans advanced by its shareholders to finance operations. In order to carry out the Company’s planned exploration programs and to pay for administrative costs, the Company will spend its existing working capital and seek to raise additional funds as required. The Company uses a planning and budgeting process to manage its capital requirements. F-54


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company’s financial instruments consist of cash, trade and other payables, due to related party, accrued interest and advances. The carrying values of these financial instruments approximate their fair values due to their immediate or short-term maturity or, in the case of advances, due to the market interest rate. The Company is exposed to a variety of financial risks by virtue of its activities, including foreign currency risk, liquidity risk, interest rate risk and credit risk. The Company’s objective with respect to financial instrument risk management is to minimize potential adverse effects on the Company’s financial position and performance. Management is responsible to the Board of Directors for establishing controls and procedures with the objectives that financial instrument risks are mitigated to acceptable levels. Foreign currency risk Foreign currency risk is the risk that the fair values of financial assets and liabilities denominated and for settlement in currencies other than the Canadian dollar [CAD] may fluctuate because of changes in foreign exchange rates. The Company holds a portion of its cash, trade and other payables, due to related party, accrued interest and advances in United States dollars [USD] or CFA francs – a currency which has a fixed exchange rate with the Euro. The Company is exposed to material risk associated with exchange rate changes for the USD, This arises principally from the denomination of its shareholder advances and accrued interest balances in USD, and the account “foreign exchange loss” in its consolidated statement of loss and comprehensive loss has been significant in each of the two financial years reported on. Attributable solely to the shareholder advances and accrued interest balances, a one percent change in the value of the USD versus the CAD would have had an impact on the reported foreign exchange gain or loss of $2,006,630 [February 29, 2012 - $1,798,933]. At February 28, 2013, the Company’s exposure to exchange rate risk attributable to other assets and liabilities held in USD was not material. At February 28, 2013, the Company’s exposure to exchange rate changes for the CFA franc was not material. To date, the Company has elected not to hedge its foreign currency exposures by futures or options strategies. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. At February 28, 2013, the Company held cash resources of $693,316 and had current liabilities of $1,627,225. F-55


---

Oromin Joint Venture Group Ltd.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS[Expressed in Canadian dollars]February 28, 2013 and February 29, 2012
 The Company has no regular cash flow from its operating activities. To continue to be able to meet its obligations, the Company will depend on further advances from its shareholders. If such advances are not forthcoming, the Company would be required to postpone or curtail its operating and investing activities. The Company manages its liquidity risk by forecasting cash flow requirements for its planned exploration activities and anticipating the provision of advances from shareholders. Management and the shareholders are actively involved in the review, planning and approval of annual budgets and of significant expenditures and commitments. Interest rate risk The Company’s advances from shareholders bear interest at the prime rate in effect at JP Morgan Chase [“JPMC”] Bank in New York City from time to time plus five percent. The Company recorded interest expense of $12,384,120 in 2013 [2012 - $11,347,750] based on the rate of 8.25 percent, a rate which has not changed since December 2008. The Company is exposed to a material increase in interest expense should the JPMC prime increase. Had the JPMC prime been one percent greater during 2013 and 2012, the Company’s interest expense would have been $13,889,207 and $12,723,235, respectively. Credit risk Credit risk is the risk of financial loss to the Company if a counter-party to a financial instrument fails to meet its contractual obligations. The Company has no material counter-parties to its financial instruments with the exception of the financial institutions which hold its cash deposits. The Company manages this credit risk by investing its cash in interest-bearing accounts at a major Canadian chartered bank, and, to a lesser extent, at a major bank in Sénégal. Because of these circumstances, the Company does not believe it has a material exposure to credit risk. 11. COMMITMENTS Pursuant to the Mining Convention, the Company is committed to pay to agencies of the Government of Sénégal a yearly 3 percent gold royalty based on the value at the mine site of gold mined and produced, and to make the annual payments of US$450,000 per year for the social development of local communities set out in note 3. F-56


---

AMENDMENT TO EMPLOYEE RETENTION AGREEMENT THIS AMENDMENT AGREEMENT(“Amendment Agreement”) which is dated for reference July 30, 2013, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office atSuite 2000, Guinness Tower, 1055 West Hastings Street,Vancouver, British Columbia, V6E 2E9 (the “Company”); AND IAN BROWN,3528 West 20th Avenue, Vancouver, British Columbia V6S 1E7 (the “Employee”). WHEREAS: A.

   The Company and the Employee have entered into an employee retention agreement dated for reference October 28, 2011 (the “Employee Retention Agreement”);B.

   The Company has entered into a support agreement with Teranga Gold Corporation (“Teranga”) dated for reference July 22, 2013 with respect to a strategic business combination between the Company and Teranga (the “Teranga Supported Bid”), which if the Teranga Supported Bid is completed, will result in a Change in Control (as defined in the Employee Retention Agreement) of the Company’s current business;C.

   Teranga has advised the Employee and the Company that Teranga, as the New Company Owner, wishes the Employee to remain in his or her capacity with the Company until November 30, 2013 and as consideration to the Employee, Teranga will pay the Employee his or her current salary up to and including December 31, 2013;D.

   Teranga has also advised the Employee and the Company that on or before November 30, 2013, Teranga will either offer Comparable Employment to the Employee effective January 1, 2014 or advise the Employee that the Employee will receive his or her Retention Payment on or before January 10, 2014; andE.

   The parties have agreed to amend the Employee Retention Agreement in accordance with and subject to the terms and conditions set below.
 NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1.

   Unless otherwise defined herein, all capitalized terms used in this Amendment Agreement shall have the respective meanings ascribed to them in the Employee Retention Agreement.


E-532

---

– 2 – 2.

   Section 4.1 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.1

   Subject to there being a Change in Control (as defined in the Agreement) pursuant to the Teranga Supported Bid, which results in or leads to the termination of the employment of the Employee with the Company, and provided the Employee is not offered employment on or before November 30, 2013 which will become effective January 1, 2014 and does not accept an offer of employment effective January 1, 2014 in a position that is the same or similar to his or her employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Employee shall receive from the Company a lump sum payment equal to 6 months base salary and the equivalent of 6 months of bonuses calculated by totalling the average of the annual bonuses paid to the employee during the past three years of employment, dividing the total amount by 36, and multiplying the result by 6 (the “Retention Payment”). 3.

   Section 4.2 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.2

   The Retention Payment will be paid to the Employee in a lump sum after required statutory deductions on or before January 10, 2014. 4.

   Section 4.3 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.3

   The Employee shall not be entitled to provision of the Retention Payment if the Employee is offered and accepts Comparable Employment with the New Company Owner effective January 1, 2014. Should the Employee, however, decide to resign from his or her employment with the New Company Owner for any reason, or if the Employee is terminated by the New Company Owner without Cause, and provided that the termination or resignation is effective on or before July 1, 2014, the Employee shall be provided with a separation payment (the “Separation Payment”). 5.

   Section 4.4 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.4

   Provided that such resignation occurs on or before July 1, 2014, the Company shall provide the Separation Payment to the Employee which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to 3 months of salary and bonuses. 6.

   Section 4.6 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.6

   The Separation Payment will not be payable to the Employee in the event his or her employment is terminated with Cause by the New Company Owner. 7.

   The Employee hereby acknowledges that the payment of either the Retention Payment or the Separation Payment, as applicable, is conditional upon the Employee providing the form of release as set out in Schedule “A” attached hereto.
  E-533


---

– 3 – 8.

   The Employee hereby declares that the Employee has had the opportunity to seek independent legal advice with respect to the matters addressed in this Amendment Agreement and the terms of settlement that have been agreed to by the Employee and the Company and that the Employee fully understands this Agreement and the terms of settlement. The Employee has not been influenced by any representations or statements made by or on behalf of the Company. The Employee hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.9.

   Except as expressly amended herein, all other terms of the Employee Retention Agreement shall remain in full force and effect.10.

   To the extent that the provisions of this Amendment Agreement conflict with the provisions of the Employee Retention Agreement, the provisions of this Amendment Agreement shall supersede those of the Employee Retention Agreement.11.

   12.

   Time shall be of the essence of this Amendment Agreement.

   This Amendment Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Amendment Agreement.13.

   This Amendment Agreement may be executed in several counterparts and may be delivered by facsimile or electronic mail transmission, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which such counterparts shall constitute one and the same instrument.
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:

   “Douglas Turnbull”Authorized Signatory
 SIGNED, SEALED and DELIVERED by IAN BROWNin the presence of *“Sandra Hjerpe“*

   “Ian Brown“Witness

   IAN BROWN
  The foregoing is hereby acknowledged and accepted by Teranga Gold Corporation on the terms and conditions set forth above. E-534


---

– 4 – TERANGA GOLD CORPORATIONPer:

   “David Savarie”Authorized Signatory
  E-535


---

SCHEDULE “A” RELEASE To:

   Oromin Explorations Ltd.In consideration of the terms of the Amendment to Employment Retention Agreement dated for reference July 30, 2013, between Ian Brown (the “Employee”) and Oromin Explorations Ltd. (the “Company”) which includes a payment to the Employee on behalf of the Company, the sufficiency of which is hereby acknowledged, upon termination of the Employee’s employment with the Company and upon receipt of either the Retention Payment or the Separation Payment, as applicable, the Employee, on behalf of himself/herself and his/her heirs, executors, administrators and assigns, (hereinafter collectively referred to as “the Employee”), forever release, remise and discharge the Company and all its officers, directors, employees, agents, insurers, parent companies, subsidiaries, successors and assigns (hereinafter collectively referred to as the “Company”), jointly and severally from any and all action, causes of action, contracts, (whether express or implied), claims and demands for damages, loss or injury, suits, debts, sums of money, indemnity, expenses, interest, costs and claims of any and every kind and nature whatsoever, at law or in equity (including those pursuant to the British Columbia Employment Standards Act, the Canada Labour Code, or the British Columbia Human Rights Code which against the Company the Employee ever had, now have, or can hereafter have by reasons of or existing out of any causes whatsoever existing up to and inclusive of the date of this Amendment, including but without limiting the generality of the foregoing:
  (a)

   the Employee's employment with the Company;(b)

   the termination of the Employee's employment with the Company;(c)

   the Change in Control (as defined in the Retention Agreement);(d)

   the loss of any pension, or medical, dental or disability insurance, or other benefits sponsored or contributed to by the Company;(e)

   any pain, suffering and stress sustained as a consequence of any conduct on the part of the Company; and(f)

   any and all claims for damages, salary, wages, termination pay, severance pay, vacation pay, commissions, bonuses, expenses, allowances, incentive payments, insurance or any other benefits arising out of the Employee's employment with the Company. The Employee further agrees that, for the aforesaid consideration, the Employee will save harmless and indemnify the Company from and against all claims, taxes or penalties and demands, which may be made by the Minister of National Revenue requiring the Company to pay income tax under the Income Tax Actin respect of income tax payable by the Employee in excess of the income tax previously withheld; and in respect of any and all claims, charges, taxes or penalties and demands which may be made on behalf of or related to the Employment Insurance Commission or the Canada Pension Commission under the applicable statutes and regulations, with respect to any amount which may, in the future, be found to be payable by the Company in respect of the Employee. E-536


---

A-2 The Employee acknowledges receipt of all wages, overtime pay, vacation pay, general holiday pay, maternity leave and maternity benefits, and pay in place of termination of employment that the Employee may be entitled to by virtue of the British Columbia Employment Standards Actor pursuant to any other labour standards legislation. The Employee agrees not to make claim or take proceedings against any other person or corporation that might claim contribution or indemnity under the provisions of any statute or otherwise against the Company. The Employee acknowledges that the facts in respect of which the above release is made may prove to be other than or different from the facts now known or believed by the Employee to be true. The Employee accepts and assumes the risk of the facts being different and agree that this Agreement shall be in all respects enforceable and not subject to termination, rescission or variation by virtue of any discovery of different facts. The Employee represents and warrants that the Employee has not assigned to any person, firm or corporation any of the actions, causes of action, claims, debts, suits or demands of any nature or kind of which the Employee is hereby releasing. The Employee hereby declares that the Employee has had the opportunity to seek independent legal advice with respect to the matters addressed in this Release and the terms of settlement that have been agreed to by the Employee and the Company and that the Employee fully understands this Release and the terms of settlement. The Employee has not been influenced by any representations or statements made by or on behalf of the Company. The Employee hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid. INTENDING TO BE LEGALLY BOUND, the Employee has signed this Agreement this ________ day of ____________________, 201___. SIGNED by IAN BROWN

   )in the presence of:

   )))Signature

   ))Print Name

   )

   

   IAN BROWN)Address

   ))))Occupation

   )
  E-537


---

AMENDMENT TO EMPLOYEE RETENTION AGREEMENT THIS AMENDMENT AGREEMENT(“Amendment Agreement”) which is dated for reference July 30, 2013, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office atSuite 2000, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9 (the “Company”); AND NELL M. DRAGOVAN,4003 – 938 Nelson Street, Vancouver, British Columbia V6Z 3A7 (the “Employee”). WHEREAS: A.

   The Company and the Employee have entered into an employee retention agreement dated for reference October 28, 2011 (the “Employee Retention Agreement”);B.

   The Company has entered into a support agreement with Teranga Gold Corporation (“Teranga”) dated for reference July 22, 2013 with respect to a strategic business combination between the Company and Teranga (the “Teranga Supported Bid”), which if the Teranga Supported Bid is completed, will result in a Change in Control (as defined in the Employee Retention Agreement) of the Company’s current business;C.

   Teranga has advised the Employee and the Company that Teranga, as the New Company Owner, wishes the Employee to remain in his or her capacity with the Company until November 30, 2013 and as consideration to the Employee, Teranga will pay the Employee his or her current salary up to and including December 31, 2013;D.

   Teranga has also advised the Employee and the Company that on or before November 30, 2013, Teranga will either offer Comparable Employment to the Employee effective January 1, 2014 or advise the Employee that the Employee will receive his or her Retention Payment on or before January 10, 2014; andE.

   The parties have agreed to amend the Employee Retention Agreement in accordance with and subject to the terms and conditions set below.
 NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1.

   Unless otherwise defined herein, all capitalized terms used in this Amendment Agreement shall have the respective meanings ascribed to them in the Employee Retention Agreement.
   E-538
      – 2 – 2.

   Section 4.1 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.1

   Subject to there being a Change in Control (as defined in the Agreement) pursuant to the Teranga Supported Bid, which results in or leads to the termination of the employment of the Employee with the Company, and provided the Employee is not offered employment on or before November 30, 2013 which will become effective January 1, 2014 and does not accept an offer of employment effective January 1, 2014 in a position that is the same or similar to his or her employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Employee shall receive from the Company a lump sum payment equal to 14 months base salary and the equivalent of 14 months of bonuses calculated by totalling the average of the annual bonuses paid to the employee during the past three years of employment, dividing the total amount by 36, and multiplying the result by 14 (the “Retention Payment”). 3.

   Section 4.2 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
 4.2

   The Retention Payment will be paid to the Employee in a lump sum after required statutory deductions on or before January 10, 2014. 4.

   Section 4.3 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.3

   The Employee shall not be entitled to provision of the Retention Payment if the Employee is offered and accepts Comparable Employment with the New Company Owner effective January 1, 2014. Should the Employee, however, decide to resign from his or her employment with the New Company Owner for any reason, or if the Employee is terminated by the New Company Owner without Cause, and provided that the termination or resignation is effective on or before July 1, 2014, the Employee shall be provided with a separation payment (the “Separation Payment”). 5.

   Section 4.4 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.4

   Provided that such resignation occurs on or before July 1, 2014, the Company shall provide the Separation Payment to the Employee which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to 7 months of salary and bonuses. 6.

   Section 4.6 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.6

   The Separation Payment will not be payable to the Employee in the event his or her employment is terminated with Cause by the New Company Owner. 7.

   The Employee hereby acknowledges that the payment of either the Retention Payment or the Separation Payment, as applicable, is conditional upon the Employee providing the form of release as set out in Schedule “A” attached hereto.
  E-539
      – 3 – 8.

   The Employee hereby declares that the Employee has had the opportunity to seek independent legal advice with respect to the matters addressed in this Amendment Agreement and the terms of settlement that have been agreed to by the Employee and the Company and that the Employee fully understands this Agreement and the terms of settlement. The Employee has not been influenced by any representations or statements made by or on behalf of the Company. The Employee hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.9.

   Except as expressly amended herein, all other terms of the Employee Retention Agreement shall remain in full force and effect.10.

   To the extent that the provisions of this Amendment Agreement conflict with the provisions of the Employee Retention Agreement, the provisions of this Amendment Agreement shall supersede those of the Employee Retention Agreement.11.

   12.

   Time shall be of the essence of this Amendment Agreement.

   This Amendment Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Amendment Agreement.13.

   This Amendment Agreement may be executed in several counterparts and may be delivered by facsimile or electronic mail transmission, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which such counterparts shall constitute one and the same instrument.
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:

   “Ian Brown”Authorized Signatory
  SIGNED, SEALED and DELIVERED by

   )NELL M. DRAGOVAN

   )in the presence of

   )))*“Margaret Dragovan”*

   )

   

   “Nell M. Dragovan”Witness

   )

   

   NELL M. DRAGOVAN
 The foregoing is hereby acknowledged and accepted by Teranga Gold Corporation on the terms and conditions set forth above. E-540
      – 4 – TERANGA GOLD CORPORATIONPer:

   “David Savarie”Authorized Signatory
  E-541
      SCHEDULE “A”RELEASETo:

   Oromin Explorations Ltd.In consideration of the terms of the Amendment to Employment Retention Agreement dated for reference July 30, 2013, between Nell M. Dragovan (the “Employee”) and Oromin Explorations Ltd. (the “Company”) which includes a payment to the Employee on behalf of the Company, the sufficiency of which is hereby acknowledged, upon termination of the Employee’s employment with the Company and upon receipt of either the Retention Payment or the Separation Payment, as applicable, the Employee, on behalf of himself/herself and his/her heirs, executors, administrators and assigns, (hereinafter collectively referred to as “the Employee”), forever release, remise and discharge the Company and all its officers, directors, employees, agents, insurers, parent companies, subsidiaries, successors and assigns (hereinafter collectively referred to as the “Company”), jointly and severally from any and all action, causes of action, contracts, (whether express or implied), claims and demands for damages, loss or injury, suits, debts, sums of money, indemnity, expenses, interest, costs and claims of any and every kind and nature whatsoever, at law or in equity (including those pursuant to the British Columbia Employment Standards Act, the Canada Labour Code, or the British Columbia Human Rights Code which against the Company the Employee ever had, now have, or can hereafter have by reasons of or existing out of any causes whatsoever existing up to and inclusive of the date of this Amendment, including but without limiting the generality of the foregoing:
  (a)

   the Employee's employment with the Company;(b)

   the termination of the Employee's employment with the Company;(c)

   the Change in Control (as defined in the Retention Agreement);(d)

   the loss of any pension, or medical, dental or disability insurance, or other benefits sponsored or contributed to by the Company;(e)

   any pain, suffering and stress sustained as a consequence of any conduct on the part of the Company; and(f)

   any and all claims for damages, salary, wages, termination pay, severance pay, vacation pay, commissions, bonuses, expenses, allowances, incentive payments, insurance or any other benefits arising out of the Employee's employment with the Company. The Employee further agrees that, for the aforesaid consideration, the Employee will save harmless and indemnify the Company from and against all claims, taxes or penalties and demands, which may be made by the Minister of National Revenue requiring the Company to pay income tax under the Income Tax Actin respect of income tax payable by the Employee in excess of the income tax previously withheld; and in respect of any and all claims, charges, taxes or penalties and demands which may be made on behalf of or related to the Employment Insurance Commission or the Canada Pension Commission under the applicable statutes and regulations, with respect to any amount which may, in the future, be found to be payable by the Company in respect of the Employee. E-542
      A-2 The Employee acknowledges receipt of all wages, overtime pay, vacation pay, general holiday pay, maternity leave and maternity benefits, and pay in place of termination of employment that the Employee may be entitled to by virtue of the British Columbia Employment Standards Actor pursuant to any other labour standards legislation. The Employee agrees not to make claim or take proceedings against any other person or corporation that might claim contribution or indemnity under the provisions of any statute or otherwise against the Company. The Employee acknowledges that the facts in respect of which the above release is made may prove to be other than or different from the facts now known or believed by the Employee to be true. The Employee accepts and assumes the risk of the facts being different and agree that this Agreement shall be in all respects enforceable and not subject to termination, rescission or variation by virtue of any discovery of different facts. The Employee represents and warrants that the Employee has not assigned to any person, firm or corporation any of the actions, causes of action, claims, debts, suits or demands of any nature or kind of which the Employee is hereby releasing. The Employee hereby declares that the Employee has had the opportunity to seek independent legal advice with respect to the matters addressed in this Release and the terms of settlement that have been agreed to by the Employee and the Company and that the Employee fully understands this Release and the terms of settlement. The Employee has not been influenced by any representations or statements made by or on behalf of the Company. The Employee hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid. INTENDING TO BE LEGALLY BOUND, the Employee has signed this Agreement this ________ day of ____________________, 201___. SIGNED by NELL M. DRAGOVAN

   )in the presence of:

   )))Signature

   ))Print Name

   )

   

   NELL M. DRAGOVAN)Address

   ))))Occupation

   )
 E-543
      AMENDMENT TO EMPLOYEE RETENTION AGREEMENT THIS AMENDMENT AGREEMENT(“Amendment Agreement”) which is dated for reference July 30, 2013, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office atSuite 2000, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9 (the “Company”); AND CHET IDZISZEK,4003 – 938 Nelson Street, Vancouver, British Columbia V6Z 3A7 (the “Employee”). WHEREAS: A.

   The Company and the Employee have entered into an employee retention agreement dated for reference October 28, 2011 (the “Employee Retention Agreement”);B.

   The Company has entered into a support agreement with Teranga Gold Corporation (“Teranga”) dated for reference July 22, 2013 with respect to a strategic business combination between the Company and Teranga (the “Teranga Supported Bid”), which if the Teranga Supported Bid is completed, will result in a Change in Control (as defined in the Employee Retention Agreement) of the Company’s current business;C.

   Teranga has advised the Employee and the Company that Teranga, as the New Company Owner, wishes the Employee to remain in his or her capacity with the Company until November 30, 2013 and as consideration to the Employee, Teranga will pay the Employee his or her current salary up to and including December 31, 2013;D.

   Teranga has also advised the Employee and the Company that on or before November 30, 2013, Teranga will either offer Comparable Employment to the Employee effective January 1, 2014 or advise the Employee that the Employee will receive his or her Retention Payment on or before January 10, 2014; andE.

   The parties have agreed to amend the Employee Retention Agreement in accordance with and subject to the terms and conditions set below.
  NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1.

   Unless otherwise defined herein, all capitalized terms used in this Amendment Agreement shall have the respective meanings ascribed to them in the Employee Retention Agreement.
 E-544
      – 2 – 2.

   Section 4.1 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.1

   Subject to there being a Change in Control (as defined in the Agreement) pursuant to the Teranga Supported Bid, which results in or leads to the termination of the employment of the Employee with the Company, and provided the Employee is not offered employment on or before November 30, 2013 which will become effective January 1, 2014 and does not accept an offer of employment effective January 1, 2014 in a position that is the same or similar to his or her employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Employee shall receive from the Company a lump sum payment equal to 16 months base salary and the equivalent of 16 months of bonuses calculated by totalling the average of the annual bonuses paid to the employee during the past three years of employment, dividing the total amount by 36, and multiplying the result by 16 (the “Retention Payment”). 3.

   Section 4.2 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.2

   The Retention Payment will be paid to the Employee in a lump sum after required statutory deductions on or before January 10, 2014. 4.

   Section 4.3 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.3

   The Employee shall not be entitled to provision of the Retention Payment if the Employee is offered and accepts Comparable Employment with the New Company Owner effective January 1, 2014. Should the Employee, however, decide to resign from his or her employment with the New Company Owner for any reason, or if the Employee is terminated by the New Company Owner without Cause, and provided that the termination or resignation is effective on or before July 1, 2014, the Employee shall be provided with a separation payment (the “Separation Payment”). 5.

   Section 4.4 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.4

   Provided that such resignation occurs on or before July 1, 2014, the Company shall provide the Separation Payment to the Employee which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to 8 months of salary and bonuses. 6.

   Section 4.6 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.6

   The Separation Payment will not be payable to the Employee in the event his or her employment is terminated with Cause by the New Company Owner. 7.

   The Employee hereby acknowledges that the payment of either the Retention Payment or the Separation Payment, as applicable, is conditional upon the Employee providing the form of release as set out in Schedule “A” attached hereto. E-545
      – 3 – 8.

   The Employee hereby declares that the Employee has had the opportunity to seek independent legal advice with respect to the matters addressed in this Amendment Agreement and the terms of settlement that have been agreed to by the Employee and the Company and that the Employee fully understands this Agreement and the terms of settlement. The Employee has not been influenced by any representations or statements made by or on behalf of the Company. The Employee hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.9.

   Except as expressly amended herein, all other terms of the Employee Retention Agreement shall remain in full force and effect.10.

   To the extent that the provisions of this Amendment Agreement conflict with the provisions of the Employee Retention Agreement, the provisions of this Amendment Agreement shall supersede those of the Employee Retention Agreement.11.

   12.

   Time shall be of the essence of this Amendment Agreement.

   This Amendment Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Amendment Agreement.13.

   This Amendment Agreement may be executed in several counterparts and may be delivered by facsimile or electronic mail transmission, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which such counterparts shall constitute one and the same instrument.
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:

   “Ian Brown”Authorized Signatory
  SIGNED, SEALED and DELIVERED by

   )CHET IDZISZEK

   )in the presence of

   )))*“Irene Afanasiev”*

   )

   

   “Chet Idziszek”Witness

   )

   

   CHET IDZISZEK
  The foregoing is hereby acknowledged and accepted by Teranga Gold Corporation on the terms and conditions set forth above. E-546
      – 4 – TERANGA GOLD CORPORATIONPer:

   “David Savarie”Authorized Signatory
  E-547
      SCHEDULE “A” RELEASE To:

   Oromin Explorations Ltd.
 In consideration of the terms of the Amendment to Employment Retention Agreement dated for reference July 30, 2013, between Chet Idziszek (the “Employee”) and Oromin Explorations Ltd. (the “Company”) which includes a payment to the Employee on behalf of the Company, the sufficiency of which is hereby acknowledged, upon termination of the Employee’s employment with the Company and upon receipt of either the Retention Payment or the Separation Payment, as applicable, the Employee, on behalf of himself/herself and his/her heirs, executors, administrators and assigns, (hereinafter collectively referred to as “the Employee”), forever release, remise and discharge the Company and all its officers, directors, employees, agents, insurers, parent companies, subsidiaries, successors and assigns (hereinafter collectively referred to as the “Company”), jointly and severally from any and all action, causes of action, contracts, (whether express or implied), claims and demands for damages, loss or injury, suits, debts, sums of money, indemnity, expenses, interest, costs and claims of any and every kind and nature whatsoever, at law or in equity (including those pursuant to the British Columbia Employment Standards Act, the Canada Labour Code, or the British Columbia Human Rights Code which against the Company the Employee ever had, now have, or can hereafter have by reasons of or existing out of any causes whatsoever existing up to and inclusive of the date of this Amendment, including but without limiting the generality of the foregoing: (a)

   the Employee's employment with the Company;(b)

   the termination of the Employee's employment with the Company;(c)

   the Change in Control (as defined in the Retention Agreement);(d)

   the loss of any pension, or medical, dental or disability insurance, or other benefits sponsored or contributed to by the Company;(e)

   any pain, suffering and stress sustained as a consequence of any conduct on the part of the Company; and(f)

   any and all claims for damages, salary, wages, termination pay, severance pay, vacation pay, commissions, bonuses, expenses, allowances, incentive payments, insurance or any other benefits arising out of the Employee's employment with the Company. The Employee further agrees that, for the aforesaid consideration, the Employee will save harmless and indemnify the Company from and against all claims, taxes or penalties and demands, which may be made by the Minister of National Revenue requiring the Company to pay income tax under the Income Tax Actin respect of income tax payable by the Employee in excess of the income tax previously withheld; and in respect of any and all claims, charges, taxes or penalties and demands which may be made on behalf of or related to the Employment Insurance Commission or the Canada Pension Commission under the applicable statutes and regulations, with respect to any amount which may, in the future, be found to be payable by the Company in respect of the Employee. E-548
      A- 2 The Employee acknowledges receipt of all wages, overtime pay, vacation pay, general holiday pay, maternity leave and maternity benefits, and pay in place of termination of employment that the Employee may be entitled to by virtue of the British Columbia Employment Standards Actor pursuant to any other labour standards legislation. The Employee agrees not to make claim or take proceedings against any other person or corporation that might claim contribution or indemnity under the provisions of any statute or otherwise against the Company. The Employee acknowledges that the facts in respect of which the above release is made may prove to be other than or different from the facts now known or believed by the Employee to be true. The Employee accepts and assumes the risk of the facts being different and agree that this Agreement shall be in all respects enforceable and not subject to termination, rescission or variation by virtue of any discovery of different facts. The Employee represents and warrants that the Employee has not assigned to any person, firm or corporation any of the actions, causes of action, claims, debts, suits or demands of any nature or kind of which the Employee is hereby releasing. The Employee hereby declares that the Employee has had the opportunity to seek independent legal advice with respect to the matters addressed in this Release and the terms of settlement that have been agreed to by the Employee and the Company and that the Employee fully understands this Release and the terms of settlement. The Employee has not been influenced by any representations or statements made by or on behalf of the Company. The Employee hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid. INTENDING TO BE LEGALLY BOUND, the Employee has signed this Agreement this ________ day of ____________________, 201___. SIGNED by CHET IDZISZEK

   )in the presence of:

   )))Signature

   ))Print Name

   )

   

   CHET IDZISZEK)Address

   ))))Occupation

   )
  E-549      AMENDMENT TO EMPLOYEE RETENTION AGREEMENT THIS AMENDMENT AGREEMENT(“Amendment Agreement”) which is dated for reference July 30, 2013, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office at Suite 2000, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9 (the “Company”); AND DAVID W. MALLO26357 Trethewey Crescent, Maple Ridge, British Columbia V2W 1A5 (the “Employee”). WHEREAS: A.

   The Company and the Employee have entered into an employee retention agreement dated for reference October 28, 2011 (the “Employee Retention Agreement”);B.

   The Company has entered into a support agreement with Teranga Gold Corporation (“Teranga”) dated for reference July 22, 2013 with respect to a strategic business combination between the Company and Teranga (the “Teranga Supported Bid”), which if the Teranga Supported Bid is completed, will result in a Change in Control (as defined in the Employee Retention Agreement) of the Company’s current business;C.

   Teranga has advised the Employee and the Company that Teranga, as the New Company Owner, wishes the Employee to remain in his or her capacity with the Company until November 30, 2013 and as consideration to the Employee, Teranga will pay the Employee his or her current salary up to and including December 31, 2013;D.

   Teranga has also advised the Employee and the Company that on or before November 30, 2013, Teranga will either offer Comparable Employment to the Employee effective January 1, 2014 or advise the Employee that the Employee will receive his or her Retention Payment on or before January 10, 2014; andE.

   The parties have agreed to amend the Employee Retention Agreement in accordance with and subject to the terms and conditions set below.
 NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1.

   Unless otherwise defined herein, all capitalized terms used in this Amendment Agreement shall have the respective meanings ascribed to them in the Employee Retention Agreement.
 E-550
      – 2 – 2.

   Section 4.1 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.1

   Subject to there being a Change in Control (as defined in the Agreement) pursuant to the Teranga Supported Bid, which results in or leads to the termination of the employment of the Employee with the Company, and provided the Employee is not offered employment on or before November 30, 2013 which will become effective January 1, 2014 and does not accept an offer of employment effective January 1, 2014 in a position that is the same or similar to his or her employment with the Company (the “Comparable Employment”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Employee shall receive from the Company a lump sum payment equal to 16 months base salary and the equivalent of 16 months of bonuses calculated by totalling the average of the annual bonuses paid to the employee during the past three years of employment, dividing the total amount by 36, and multiplying the result by 16 (the “Retention Payment”). 3.

   Section 4.2 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.2

   The Retention Payment will be paid to the Employee in a lump sum after required statutory deductions on or before January 10, 2014. 4.

   Section 4.3 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.3

   The Employee shall not be entitled to provision of the Retention Payment if the Employee is offered and accepts Comparable Employment with the New Company Owner effective January 1, 2014. Should the Employee, however, decide to resign from his or her employment with the New Company Owner for any reason, or if the Employee is terminated by the New Company Owner without Cause, and provided that the termination or resignation is effective on or before July 1, 2014, the Employee shall be provided with a separation payment (the “Separation Payment”). 5.

   Section 4.4 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.4

   Provided that such resignation occurs on or before July 1, 2014, the Company shall provide the Separation Payment to the Employee which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to 8 months of salary and bonuses. 6.

   Section 4.6 of the Employee Retention Agreement is deleted in its entirety and replaced with the following:
  4.6

   The Separation Payment will not be payable to the Employee in the event his or her employment is terminated with Cause by the New Company Owner. 7.

   The Employee hereby acknowledges that the payment of either the Retention Payment or the Separation Payment, as applicable, is conditional upon the Employee providing the form of release as set out in Schedule “A” attached hereto.
  E-551
      – 3 – 8.

   The Employee hereby declares that the Employee has had the opportunity to seek independent legal advice with respect to the matters addressed in this Amendment Agreement and the terms of settlement that have been agreed to by the Employee and the Company and that the Employee fully understands this Agreement and the terms of settlement. The Employee has not been influenced by any representations or statements made by or on behalf of the Company. The Employee hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.9.

   Except as expressly amended herein, all other terms of the Employee Retention Agreement shall remain in full force and effect.10.

   To the extent that the provisions of this Amendment Agreement conflict with the provisions of the Employee Retention Agreement, the provisions of this Amendment Agreement shall supersede those of the Employee Retention Agreement.11.

   12.

   Time shall be of the essence of this Amendment Agreement.

   This Amendment Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Amendment Agreement.13.

   This Amendment Agreement may be executed in several counterparts and may be delivered by facsimile or electronic mail transmission, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which such counterparts shall constitute one and the same instrument.
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:

   “Ian Brown”Authorized Signatory
  SIGNED, SEALED and DELIVERED byDAVID W. MALLOin the presence of“Elvie M. Valenzuela”

   “David W. Mallo”Witness

   DAVID W. MALLO
  The foregoing is hereby acknowledged and accepted by Teranga Gold Corporation on the terms and conditions set forth above. E-552
      – 4 – TERANGA GOLD CORPORATIONPer:“David Savarie”Authorized Signatory
  E-553
      A - 5 SCHEDULE “A” RELEASE To:

   Oromin Explorations Ltd.
 In consideration of the terms of the Amendment to Employment Retention Agreement dated for reference July 30, 2013, between David W. Mallo (the “Employee”) and Oromin Explorations Ltd. (the “Company”) which includes a payment to the Employee on behalf of the Company, the sufficiency of which is hereby acknowledged, upon termination of the Employee’s employment with the Company and upon receipt of either the Retention Payment or the Separation Payment, as applicable, the Employee, on behalf of himself/herself and his/her heirs, executors, administrators and assigns, (hereinafter collectively referred to as “the Employee”), forever release, remise and discharge the Company and all its officers, directors, employees, agents, insurers, parent companies, subsidiaries, successors and assigns (hereinafter collectively referred to as the “Company”), jointly and severally from any and all action, causes of action, contracts, (whether express or implied), claims and demands for damages, loss or injury, suits, debts, sums of money, indemnity, expenses, interest, costs and claims of any and every kind and nature whatsoever, at law or in equity (including those pursuant to the British Columbia Employment Standards Act, the Canada Labour Code, or the British Columbia Human Rights Code which against the Company the Employee ever had, now have, or can hereafter have by reasons of or existing out of any causes whatsoever existing up to and inclusive of the date of this Amendment, including but without limiting the generality of the foregoing: (a)

   the Employee's employment with the Company;(b)

   the termination of the Employee's employment with the Company;(c)

   the Change in Control (as defined in the Retention Agreement);(d)

   the loss of any pension, or medical, dental or disability insurance, or other benefits sponsored or contributed to by the Company;(e)

   any pain, suffering and stress sustained as a consequence of any conduct on the part of the Company; and(f)

   any and all claims for damages, salary, wages, termination pay, severance pay, vacation pay, commissions, bonuses, expenses, allowances, incentive payments, insurance or any other benefits arising out of the Employee's employment with the Company. The Employee further agrees that, for the aforesaid consideration, the Employee will save harmless and indemnify the Company from and against all claims, taxes or penalties and demands, which may be made by the Minister of National Revenue requiring the Company to pay income tax under the Income Tax Actin respect of income tax payable by the Employee in excess of the income tax previously withheld; and in respect of any and all claims, charges, taxes or penalties and demands which may be made on behalf of or related to the Employment Insurance Commission or the Canada Pension Commission under the applicable statutes and regulations, with respect to any amount which may, in the future, be found to be payable by the Company in respect of the Employee. E-554
      A - 6 The Employee acknowledges receipt of all wages, overtime pay, vacation pay, general holiday pay, maternity leave and maternity benefits, and pay in place of termination of employment that the Employee may be entitled to by virtue of the British Columbia Employment Standards Actor pursuant to any other labour standards legislation. The Employee agrees not to make claim or take proceedings against any other person or corporation that might claim contribution or indemnity under the provisions of any statute or otherwise against the Company. The Employee acknowledges that the facts in respect of which the above release is made may prove to be other than or different from the facts now known or believed by the Employee to be true. The Employee accepts and assumes the risk of the facts being different and agree that this Agreement shall be in all respects enforceable and not subject to termination, rescission or variation by virtue of any discovery of different facts. The Employee represents and warrants that the Employee has not assigned to any person, firm or corporation any of the actions, causes of action, claims, debts, suits or demands of any nature or kind of which the Employee is hereby releasing. The Employee hereby declares that the Employee has had the opportunity to seek independent legal advice with respect to the matters addressed in this Release and the terms of settlement that have been agreed to by the Employee and the Company and that the Employee fully understands this Release and the terms of settlement. The Employee has not been influenced by any representations or statements made by or on behalf of the Company. The Employee hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid. INTENDING TO BE LEGALLY BOUND, the Employee has signed this Agreement this ________ day of ____________________, 201___. SIGNED by DAVID W. MALLO

   )in the presence of:

   )))Signature

   ))Print Name

   )

   

   DAVID W. MALLO)Address

   ))))Occupation

   )
  E-555
      AMENDMENT TO CONSULTANT RETENTION AGREEMENT THIS AMENDMENT AGREEMENT(“Amendment Agreement”) which is dated for reference July 30, 2013, is made BETWEEN OROMIN EXPLORATIONS LTD.,a company under the laws of British Columbia with an office at Suite 2000, Guinness Tower, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9 (the “Company”); AND JAMES G. STEWART,6249 Elm Street, Vancouver, British Columbia V6N 1B2 (the “Consultant”). WHEREAS: A.

   The Company and the Consultant have entered into a consultant retention agreement dated for reference October 28, 2011 (the “Consultant Retention Agreement”);B.

   The Company has entered into a support agreement with Teranga Gold Corporation (“Teranga”) dated for reference July 22, 2013 with respect to a strategic business combination between the Company and Teranga (the “Teranga Supported Bid”), which if the Teranga Supported Bid is completed, will result in a Change in Control (as defined in the Consultant Retention Agreement) of the Company’s current business;C.

   Teranga has advised the Consultant and the Company that Teranga, as the New Company Owner, wishes the Consultant to remain in his or her capacity with the Company until November 30, 2013 and as consideration to the Consultant, Teranga will pay the Consultant his or her current salary up to and including December 31, 2013;D.

   Teranga has also advised the Consultant and the Company that effective January 1, 2014, Teranga will either offer Comparable Employment to the Consultant or advise the Consultant that the Consultant will receive his or her Retention Payment on or before January 10, 2014; andE.

   The parties have agreed to amend the Consultant Retention Agreement in accordance with and subject to the terms and conditions set below.
 NOW THEREFORE,in consideration of the premises hereof and of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1.

   Unless otherwise defined herein, all capitalized terms used in this Amendment Agreement shall have the respective meanings ascribed to them in the Consultant Retention Agreement.2.

   Section 4.1 of the Consultant Retention Agreement is deleted in its entirety and replaced with the following:E-556
      – 2 – 4.1

   Subject to there being a Change in Control (as defined in the Agreement) pursuant to the Teranga Supported Bid, which results in or leads to the termination of the consultancy of the Consultant with the Company, and provided the Consultant is not offered a consultancy effective January 1, 2014 and does not accept an offer of consultancy effective January 1, 2014 in a position that is the same or similar to his or her consultancy with the Company (the “Comparable Consultancy”) with the person or persons that have acquired the Company as a result of the Change in Control (the “New Company Owner”), the Consultant shall receive from the Company a lump sum payment equal to 12.5 months base salary and the equivalent of 12.5 months of bonuses calculated by totalling the average of the annual bonuses paid to the Chief Executive Officer of the Company, Chet Idziszek, during his past three years of employment, dividing the total amount by 36, and multiplying the result by 12.5 (the “Retention Payment”).3.

   Section 4.2 of the Consultant Retention Agreement is deleted in its entirety and replaced with the following:4.2

   The Retention Payment will be paid to the Consultant in a lump sum after required statutory deductions on or before January 10, 2014.4.

   Section 4.3 of the Consultant Retention Agreement is deleted in its entirety and replaced with the following:4.3

   The Consultant shall not be entitled to provision of the Retention Payment if the Consultant is offered and accepts Comparable Consultancy with the New Company Owner effective January 1, 2014. Should the Consultant, however, decide to resign from his or her consultancy with the New Company Owner for any reason, or if the Consultant is terminated by the New Company Owner without Cause, and provided that the termination or resignation is effective on or before July 1, 2014, the Consultant shall be provided with a separation payment (the “Separation Payment”).5.

   Section 4.4 of the Consultant Retention Agreement is deleted in its entirety and replaced with the following:4.4

   Provided that such resignation occurs on or before July 1, 2014, the Company shall provide the Separation Payment to the Consultant which shall be calculated on the same basis as the Retention Payment but shall be limited to a lump sum payment equal to 6 months of salaryand bonuses.6.

   Section 4.6 of the Consultant Retention Agreement is deleted in its entirety and replaced with the following:4.6

   The Separation Payment will not be payable to the Consultant in the event his or her consultancy is terminated with Cause by the New Company Owner.7.

   The Consultant hereby acknowledges that the payment of either the Retention Payment or the Separation Payment, as applicable, is conditional upon the Consultant providing the form of release as set out in Schedule “A” attached hereto.8.

   The Consultant hereby declares that the Consultant has had the opportunity to seek independent legal advice with respect to the matters addressed in this Amendment Agreement and the terms of settlement that have been agreed to by the Consultant and the Company and that the Consultant fully
 E-557
      –3 – understands this Agreement and the terms of settlement. The Consultant has not been influenced by any representations or statements made by or on behalf of the Company. The Consultant hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.9.

   Except as expressly amended herein, all other terms of the Consultant Retention Agreement shall remain in full force and effect.10.

   To the extent that the provisions of this Amendment Agreement conflict with the provisions of the Consultant Retention Agreement, the provisions of this Amendment Agreement shall supersede those of the Consultant Retention Agreement.11.

   Time shall be of the essence of this Amendment Agreement.12.

   This Amendment Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Amendment Agreement.13.

   This Amendment Agreement may be executed in several counterparts and may be delivered by facsimile or electronic mail transmission, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which such counterparts shall constitute one and the same instrument.
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the first above written. OROMIN EXPLORATIONS LTD.Per:

   “Ian Brown”Authorized SignatorySIGNED, SEALED and DELIVERED by

   )JAMES G. STEWART

   )in the presence of

   ))))“Alison Murray”

   )

   “James G. Stewart”Witness

   

   JAMES G. STEWART
 The foregoing is hereby acknowledged and accepted by Teranga Gold Corporation on the terms and conditions set forth above. E-558
      – 4 – TERANGA GOLD CORPORATIONPer:“David Savarie”Authorized Signatory
 E-559
      SCHEDULE “A” RELEASE To:

   Oromin Explorations Ltd.
 In consideration of the terms of the Amendment to Consultant Retention Agreement dated for reference July 30, 2013, between James G. Stewart (the “Consultant”) and Oromin Explorations Ltd. (the “Company”) which includes a payment to the Consultant on behalf of the Company, the sufficiency of which is hereby acknowledged, upon termination of the Consultant’s consultancy with the Company and upon receipt of either the Retention Payment or the Separation Payment, as applicable, the Consultant, on behalf of himself/herself and his/her heirs, executors, administrators and assigns, (hereinafter collectively referred to as “the Consultant”), forever release, remise and discharge the Company and all its officers, directors, employees, agents, insurers, parent companies, subsidiaries, successors and assigns (hereinafter collectively referred to as the “Company”), jointly and severally from any and all action, causes of action, contracts, (whether express or implied), claims and demands for damages, loss or injury, suits, debts, sums of money, indemnity, expenses, interest, costs and claims of any and every kind and nature whatsoever, at law or in equity (including those pursuant to the British Columbia Employment Standards Act, the Canada Labour Code, or the British Columbia Human Rights Code which against the Company the Consultant ever had, now have, or can hereafter have by reasons of or existing out of any causes whatsoever existing up to and inclusive of the date of this Amendment, including but without limiting the generality of the foregoing: (a)

   the Consultant's consultancy with the Company;(b)

   the termination of the Consultant's consultancy with the Company;(c)

   the Change in Control (as defined in the Retention Agreement);(d)

   the loss of any pension, or medical, dental or disability insurance, or other benefits sponsored or contributed to by the Company;(e)

   any pain, suffering and stress sustained as a consequence of any conduct on the part of the Company; and(f)

   any and all claims for damages, salary, wages, termination pay, severance pay, vacation pay, commissions, bonuses, expenses, allowances, incentive payments, insurance or any other benefits arising out of the Consultant's consultancy with the Company. The Consultant further agrees that, for the aforesaid consideration, the Consultant will save harmless and indemnify the Company from and against all claims, taxes or penalties and demands, which may be made by the Minister of National Revenue requiring the Company to pay income tax under the Income Tax Actin respect of income tax payable by the Consultant in excess of the income tax previously withheld; and in respect of any and all claims, charges, taxes or penalties and demands which may be made on behalf of or related to the Employment Insurance Commission or the Canada Pension Commission under the applicable statutes and regulations, with respect to any amount which may, in the future, be found to be payable by the Company in respect of the Consultant. The Consultant acknowledges receipt of all wages, overtime pay, vacation pay, general holiday pay, maternity leave and maternity benefits, and pay in place of termination of consultancy that the Consultant may be entitled to by virtue of the British Columbia Employment Standards Actor pursuant to any other labour standards legislation. E-560
      A - 2 The Consultant agrees not to make claim or take proceedings against any other person or corporation that might claim contribution or indemnity under the provisions of any statute or otherwise against the Company. The Consultant acknowledges that the facts in respect of which the above release is made may prove to be other than or different from the facts now known or believed by the Consultant to be true. The Consultant accepts and assumes the risk of the facts being different and agree that this Agreement shall be in all respects enforceable and not subject to termination, rescission or variation by virtue of any discovery of different facts. The Consultant represents and warrants that the Consultant has not assigned to any person, firm or corporation any of the actions, causes of action, claims, debts, suits or demands of any nature or kind of which the Consultant is hereby releasing. The Consultant hereby declares that the Consultant has had the opportunity to seek independent legal advice with respect to the matters addressed in this Release and the terms of settlement that have been agreed to by the Consultant and the Company and that the Consultant fully understands this Release and the terms of settlement. The Consultant has not been influenced by any representations or statements made by or on behalf of the Company. The Consultant hereby voluntarily accepts the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid. INTENDING TO BE LEGALLY BOUND, the Consultant has signed this Agreement this ________ day of ____________________, 201___. SIGNED by JAMES G. STEWART

   )in the presence of:

   )))Signature

   ))Print Name

   )

   JAMES G. STEWART)Address

   ))))Occupation

   )
 E-561
      SUPPORT AGREEMENT This Agreement dated July 22, 2013, between Teranga Gold Corporation (“Teranga”), a corporation incorporated under the laws of Canada, and Oromin Explorations Ltd. (“Oromin”), a corporation existing under the laws of British Columbia. RECITALS: (a)
      The boards of directors of each of Oromin and Teranga wish to encourage a strategic business combination between Oromin and Teranga in light of the existing offer by Teranga dated June 19, 2013 (the “Offer”, which includes the Compulsory Acquisition or Subsequent Acquisition Transaction (each as defined in the Offer), as each has been and may be further amended) to acquire all of the outstanding Oromin Shares not already held by Teranga;(b)
      The boards of directors of each of Teranga and Oromin believe that it is in the respective best interests of Teranga and Oromin and their respective shareholders that Teranga proceed with the Offer as varied on the terms set forth herein;(c)
      Teranga has entered into lock-up agreements with each of Oromin’s directors and officers; and(d)
      Oromin has received an oral fairness opinion from RBC Capital Markets to the effect that as of the date of such opinion, the consideration to be received pursuant to the Varied Offer is fair, from a financial point of view, to Oromin Shareholders, other than Teranga and its affiliates. In consideration of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), the Parties agree as follows: ARTICLE 1 
    THE VARIED OFFER Section 1.2
        Defined Terms
 Capitalized terms used and not otherwise defined herein shall, unless the context requires otherwise, have the meanings set forth in Schedule “A” or otherwise as set forth in the Offer Circular (as defined in Schedule “A”). Section 1.3
        The Varied Offer
  (a)
      Teranga shall contemporaneously with the execution of this Agreement vary and extend the Offer by giving written notice (or other communication subsequently confirmed in writing) of the extension and variation to the Depositary at its principal office in Toronto, Ontario to provide for the terms and conditions as contemplated herein (as varied and extended as E-562
      - 2 - contemplated herein, the “Varied Offer”) and shall forthwith publicly announce such variation and extension. The consideration offered under the Varied Offer shall be 0.60 of a Teranga Share for each Oromin Share and the Offer shall be subject only to the conditions set out in Schedule D. The term “Varied Offer” shall include any further variations to, or extensions of, the Varied Offer made in accordance with the terms of this Agreement. (b)
      The Offer shall be extended in accordance with Applicable Securities Laws and the Varied Offer shall expire not earlier than 9:00 p.m. (Toronto time) on August 6, 2013 (such date, as the same may be extended in accordance with this Agreement, is referred to herein as the “Expiry Date” and such time on such date, as the same may be extended in accordance with this Agreement, is referred to herein as the “Expiry Time”). Teranga shall extend the Expiry Time in order to contest or appeal any injunction or order made by a Governmental Entity preventing the take-up of and/or payment for the Oromin Shares tendered to the Varied Offer or to seek any regulatory waiver, consent or approval which is necessary to permit Teranga to take up and pay for Oromin Shares tendered to the Varied Offer, provided that the Expiry Time may not be extended past the Outside Date. Teranga shall not terminate or withdraw the Varied Offer prior to any scheduled Expiry Time without the prior written consent of Oromin, except if this Agreement is terminated in accordance with its terms.(c)
      Teranga shall mail the notice of extension and variation in respect of the variation and extension of the Offer as contemplated herein (the “Notice of Extension and Variation”) in accordance with the Securities Act(British Columbia) and the regulations thereunder and all other applicable Canadian securities Laws (collectively, “Applicable Securities Laws”) to each registered holder of Oromin Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m.(Toronto time) on July 26, 2013. For greater certainty, Teranga shall determine in its sole discretion in which states in the United States to seek registration of the Varied Offer with the applicable state regulatory agency or to seek exemption from such registration requirements for the Varied Offer, in each case where permitted by applicable law. (d)
      Prior to the printing of the Notice of Extension and Variation and during the course of its preparation, Teranga shall provide Oromin and its counsel with a reasonable opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by Teranga, acting reasonably. Oromin shall provide to Teranga all information regarding Oromin that is required for the preparation of the Notice of Extension and Variation. Oromin represents, warrants and covenants to Teranga that such information will be true, complete and correct in all material respects as at the date of the Notice of Extension and Variation and E-563
      - 3 - will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e)
      Teranga shall use all reasonable efforts to consummate the Varied Offer, subject to the terms and conditions hereof and thereof. Provided all of the conditions to the Varied Offer set out in Schedule D shall have been satisfied or waived, Teranga shall take up and pay for all of the Oromin Shares tendered under the Varied Offer promptly and, in any event, not later than three Business Days following the time at which Teranga becomes entitled to take up such Oromin Shares under the Varied Offer pursuant to Applicable Securities Law.(f)
      Teranga and Oromin will make all required filings in Canada under Applicable Securities Laws with respect to the Varied Offer (together with all amendments, supplements and exhibits as may be required thereunder) and all such subsequent filings as may be required under Applicable Securities Laws. Each of Teranga and Oromin agrees promptly to correct any information provided by it if and to the extent that such information shall have become false or misleading in any material respect and take such steps as are required to make amended filings to the extent required under the Applicable Securities Laws.(g)
      It is understood and agreed that Teranga may, in its sole discretion, modify or waive any term or condition of the Varied Offer; provided that Teranga shall not, without the prior written consent of Oromin, (i) increase, decrease or waive the Minimum Tender Condition unless it has complied with section 1.3 (h), (ii) impose additional conditions to the Varied Offer, (iii) decrease the consideration per Oromin Share, (iv)decrease the number of Oromin Shares in respect of which the Offer is made, (v) change the form of consideration payable under the Varied Offer (other than to increase the total consideration per Oromin Share and/or add additional consideration or consideration alternatives) or (vi) otherwise vary the Varied Offer or any terms or conditions thereof (which for greater certainty does not include a waiver of a condition) in a manner which is adverse to the Shareholders.(h)
      Teranga may in its discretion waive the Minimum Tender Condition only if there shall have been validly deposited pursuant to the Varied Offer and not withdrawn at the Expiry Time that number of Oromin Shares which, when added to the number of Oromin Shares currently owned by Teranga, constitutes at least 50% of the Oromin Shares outstanding calculated on non-diluted basis. Subject to Applicable Securities Laws, in the event that Teranga waives the Minimum Tender Condition in accordance with this section and takes up validly deposited Oromin Shares under the Varied Offer, Teranga E-564
      - 4 - will, on the day such Oromin shares are taken up, issue a news release setting out the number of Oromin Shares deposited and taken up and will extend the Varied Offer until the earlier of (i) the date upon which at least 662/3% of the Oromin Shares outstanding calculated on a non-diluted basis have been validly deposited pursuant to the Varied Offer; and (ii) the expiry of at least two extensions of 10 days each in accordance with Applicable Securities Laws. Section 1.4
        Oromin Approval of the Varied Offer
 Oromin represents that the Oromin Board has determined unanimously that, as at the date hereof: (a)
      the Varied Offer is fair to the Oromin Shareholders (other than to Teranga) and is in the best interests of Oromin; and(b)
      it will unanimously recommend that the Oromin Shareholders (other than Teranga) accept the Varied Offer. Section 1.5
        Oromin Co-Operation
  (a)
      Oromin covenants to co-operate with Teranga and use it reasonable efforts to cause the directors and officers of Oromin and its subsidiaries to take all reasonable action to support the Varied Offer and any Subsequent Acquisition Transaction, including without limitation: (i) assisting with obtaining third party consents and regulatory approvals; including Teranga seeking a waiver from the Republic of Senegal with respect to the offer of up to a 25% interest in Societe des Mines de Golouma S.A. to Senegalese nationals (and / or indirectly the OJVG Golouma Gold Project); and (ii) supporting Teranga in respect of the Current Bendon Litigation by including a statement in the press release announcing the execution of this Agreement, such statement to be satisfactory to Oromin, acting reasonably. Nothing in this Section 1.5 shall require Oromin to support Teranga to an extent greater than stated in this Section 1.5 nor shall Oromin be required to support Teranga in respect of any action, suit or other proceeding involving Bendon other than the Current Bendon Litigation.(b)
      Oromin acknowledges that promptly following the time at which Teranga takes up Oromin Shares under the Offer that represent at least a majority of the then outstanding Oromin Shares (including the Oromin Shares currently held by Teranga), and from time to time thereafter, calculated on a non- diluted basis, Teranga shall be entitled to designate all the members of the Oromin Board and any committees thereof, in all cases subject to applicable Law. Subject to the foregoing provisions of this Section, Oromin shall cooperate with Teranga to enable the Teranga designees to be elected or appointed to the Oromin Board and to the boards of directors of all E-565
      - 5 - subsidiaries of Oromin, and any committees thereof, and to constitute the Oromin Board and to the boards of directors of all of its subsidiaries, including, at the request of the Teranga, by using its commercially reasonable efforts to secure the resignations of all current directors of Oromin and of all of its subsidiaries. Section 1.6
        Post Varied Offer Covenants
 If Teranga takes up and pays for Oromin Shares pursuant to the Varied Offer, Teranga shall, and Oromin agrees to use reasonable commercial efforts to cause and to enable Teranga to, acquire the balance of the Oromin Shares, directly or indirectly, as soon as practicable after completion of the Varied Offer, by way of Compulsory Acquisition or to the extent permitted by applicable Law, Subsequent Acquisition Transaction, provided that any Compulsory Acquisition or Subsequent Acquisition Transaction shall provide for consideration per Oromin Share that is at the same exchange ratio and is in the same form as the consideration per Oromin Share offered under the Varied Offer. Oromin will assist Teranga in the implementation of any Compulsory Acquisition or other Subsequent Acquisition Transaction. The provisions of this Section 1.6 shall survive the termination of this Agreement. Section 1.7
        Shareholders’ and Other List
 Oromin will promptly deliver such lists of shareholders or other securityholders of Oromin as may be reasonably requested by Teranga from time to time. Section 1.8
        Shareholder Rights Plan
 Oromin represents that the Oromin Board will waive the application of the Shareholder Rights Plan to the Varied Offer, and any other actions taken by Oromin in furtherance of the Varied Offer, effective as at such date and time as Teranga may direct in writing, and Oromin agrees to take any further action required to cause the Shareholder Rights Plan to be inapplicable to the Varied Offer. Oromin will not adopt or approve any other shareholder rights plan. Section 1.9
        Oromin Stock Options
 Oromin has 13,186,000 outstanding Oromin Options under the Incentive Plan. Prior to the Expiry Time, Teranga will offer to enter in an agreement with each of the holders of the Oromin Options pursuant to which their Oromin Options would be cancelled and exchanged for Replacement Teranga Options conditional on Teranga taking up Oromin Shares under the Offer. ARTICLE 2 
    COVENANTS OF OROMIN Section 2.1
        Ordinary Course of Business
 Oromin covenants and agrees that, unless Teranga shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement: E-566
      - 6 - (a)
      Oromin shall, and shall cause Sabodala to, and shall cause Sabodala not to initiate or vote in favour of any resolution, decision or action of OJVG that would cause OJVG not to (provided however, if such matter has been initiated, Oromin shall cause Sabodala to exercise, and to use its commercially reasonable efforts to enforce, its rights under the OJVG Shareholders Agreement to cause OJVG to), conduct its and their respective businesses only in, not take any action except in, and maintain their respective facilities in, the ordinary course of business consistent with past practice, and to use commercially reasonable efforts to preserve intact its and their present business organizations and goodwill, to preserve intact Oromin, Sabodala, OJVG and their properties and mineral rights (including the OJVG Concessions and the OJVG Lands), to keep available the services of their officers and employees as a group and to maintain satisfactory relationships consistent with past practice with suppliers, distributors, employees, Governmental Entities and others having business relationships with them;(b)
      without limiting the generality of Section 2.1(a), Oromin shall not, directly or indirectly, and shall cause Sabodala not to, and shall cause Sabodala not to initiate or vote in favour of any resolution, decision or action of OJVG that would cause OJVG to (provided however, if such matter has been initiated, Oromin shall cause Sabodala to exercise, and to use its commercially reasonable efforts to enforce, its rights under the OJVG Shareholders Agreement to cause OJVG to): (i)
      issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any securities of Oromin (including Oromin Shares and securities convertible into Oromin Shares), Sabodala or OJVG or any other warrants, calls, conversion privileges or rights of any kind to acquire any securities of Oromin, Sabodala or OJVG or any shares of their respective subsidiaries, other than pursuant to the exercise of existing Oromin Options outstanding on the date hereof;(ii)
      sell, pledge, lease, dispose of, mortgage, licence, encumber or agree to sell, pledge, dispose of, mortgage, licence, encumber or otherwise transfer any assets of Oromin, Sabodala or OJVG or any interest in any assets of Oromin, Sabodala or OJVG;(iii)
      amend or propose to amend the articles, by-laws or other constating documents or the terms of any securities of Oromin, Sabodala or OJVG;(iv)
      amend or propose to amend the OJVG Shareholders’ Agreement;(v)
      split, combine or reclassify any outstanding Shares or other securities of Oromin or any shares or other securities of Sabodala or OJVG; E-567
      - 7 - (vi)
      redeem, purchase or offer to purchase any Oromin Shares or other securities of Oromin or any shares or other securities of Sabodala or OJVG;(vii)
      declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Oromin Shares or other securities of Oromin (or any shares or other securities of Sabodala or OJVG), except, if applicable, in the case of payments or other distributions made solely to Oromin or Sabodala;(viii)
      reorganize, amalgamate or merge Oromin, Sabodala or OJVG with any other person;(ix)
      reduce the stated capital of the shares of Oromin, Sabodala or OJVG before the Effective Time;(x)
      other than in the ordinary course of business consistent with past practice, cash management investments made in rated fixed income investments accordance with Oromin’s, Sabodala’s or OJVG’s existing cash management policies and practices, acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any person, or make any investment either by purchase of shares or securities, contributions of capital (other than to Oromin or Sabodala), property transfer or purchase of any property or assets of any other person;(xi)
      except in the ordinary course of business consistent with past practice, incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, except for the borrowing of working capital in the ordinary course of business and consistent with past practice, or guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other person or make any loans or advances;(xii)
      adopt a plan of liquidation, dissolution or winding-up or resolutions providing for the liquidation or dissolution of Oromin, Sabodala, OJVG or Société des Mines de Golouma S.A.;(xiii)
      pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in the Oromin Financial Statements or incurred in the ordinary course of business consistent with past practice; E-568
      - 8 - (xiv)
      authorize, recommend or propose any release or relinquishment of any contractual right, except in the ordinary course of business consistent with past practice;(xv)
      waive, release, grant, transfer, exercise, modify or amend in any material respect, (i) any existing contractual rights in respect of any OJVG Concessions, OJVG Lands or other property or mineral rights, (ii) any material Authorization, permit, lease, OJVG Concession, contract or other document, or (iii) any other material legal rights or claims;(xvi)
      waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, contract or other document, other than immaterial matters in the ordinary course of business consistent with past practice;(xvii)
      take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits necessary to conduct its businesses as now conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities;(xviii)
      incur business expenses other than in the ordinary course and consistent with past practice and not materially adverse;(xix)
      take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Teranga to consummate the Varied Offer or the other transactions contemplated by this Agreement;(xx)
      increase the benefits payable or to become payable to its directors or officers (whether from Oromin, Sabodala or OJVG), enter into or modify any employment, severance, or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officer or director of Oromin, Sabodala or OJVG;(xxi)
      in the case of employees who are not officers or directors, take any action other than in the ordinary course of business and consistent with past practice (none of which actions shall be unreasonable or unusual) with respect to the grant of any bonuses, salary increases, severance or termination pay or with respect to any increase of E-569
      - 9 - benefits payable in effect on the date hereof, other than entering into amendments to existing retention agreements, such amendments to provide for an approximate aggregate of an additional $125,000 in respect of retention payments to support and administrative staff, and provided that the consent of Teranga shall be required for any material payments; (c)
      other than entering into amendments to existing retention agreements, such amendments to provide for an approximate aggregate of an additional $125,000 in respect of retention payments to support and administrative staff and in respect of Oromon stock options issued and outstanding as of the date hereof, Oromin shall not, and shall cause Sabodala not to, and shall cause Sabodala not to initiate or vote in favour of any resolution, decision or action of OJVG that would cause OJVG to (provided however, if such matter has been initiated Oromin shall cause Sabodala to use commercially reasonable efforts to cause OJVG not to), establish, adopt, enter into, amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any bonus, profit sharing, thrift, incentive, compensation, stock option, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any directors, officers, current or former employees of Oromin, Sabodala or OJVG other than in the ordinary course of business in accordance with applicable Law;(d)
      Oromin shall, and shall cause Sabodala to, and shall cause Sabodala to not vote in favour of any resolution, decision or action of OJVG that would cause OJVG not to, use all reasonable commercial efforts to cause their current insurance (or re-insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;(e)
      Oromin shall, and shall cause Sabodala to and shall cause Sabodala to not vote in favour of any resolution, decision or action of OJVG that would cause OJVG not to, use its commercially reasonable best efforts to maintain and preserve all of the rights under each of the rights of Oromin, Sabodala and OJVG under each of the OJVG Concessions, the OJVG Lands, and other property and mineral rights of Oromin, Sabodala and OJVG under each of their Authorizations; (f)
        Oromin shall:
 E-570
      - 10 - (i)
      not take any action, or permit Sabodala to take any action (and shall cause Sabodala to use commercially reasonable efforts not to permit OJVG to), which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect;(ii)
      provide Teranga with prompt written notice of any change of which Oromin is aware (or any condition, event, circumstance or development involving a prospective change) in the business, assets, operations, capitalization, condition (financial or otherwise), prospects, share or debt ownership, results of operations, cash flows, properties (including the OJVG Concessions, the OJVG Lands, and other property and mineral rights), articles, by-laws, licenses, permits (including Authorizations), rights, or privileges, whether contractual or otherwise, or liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), of Oromin, Sabodala and OJVG which, when considered either individually or in the aggregate, has resulted in or could reasonably be expected to result in a Oromin Material Adverse Effect;(iii)
      not enter into or renew any agreement, contract, lease, licence or other binding obligation of Oromin or Sabodala, and shall cause Sabodala to not vote in favour of any resolution, decision or action of OJVG that would cause OJVG to enter into or renew any agreement, contract, lease, licence or other binding obligation (A) containing (1) any limitation or restriction on the ability of Oromin, Sabodala or OJVG or, following completion of the transactions contemplated by the Varied Offer and hereby, the ability of Teranga or its subsidiaries, to engage in any type of activity or business, (2) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of Oromin, Sabodala or OJVG or, following consummation of the transactions contemplated hereby, all or any portion of the business of Teranga or its subsidiaries, is or would be conducted, or (3) any limit or restriction on the ability of Oromin Sabodala or OJVG or, following completion of the transactions contemplated hereby, the ability of Teranga or its subsidiaries, to solicit customers or employees, or (B) that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by the Varied Offer and this Agreement or that could reasonably be expected to be adverse to Teranga;(iv)
      not enter into or renew any agreement, contract, lease, licence or other binding obligation of Oromin or Sabodala, and shall cause Sabodala to not vote in favour of any resolution, decision or action of OJVG that E-571
      - 11 - would cause OJVG to enter into or renew any agreement, contract, lease, licence or other binding obligation of OJVG, that is not terminable within 30 days of the Expiry Date without payment by Teranga or its subsidiaries that involves or would reasonably be expected to involve payments in excess of $100,000 in the aggregate over the term of the contract; (v)
      not incur any capital expenditures or enter into any agreement obligating Oromin or Sabodala to provide for future capital expenditures;(vi)
      use commercially reasonable efforts to cause OJVG to not incur any capital expenditures or enter into any agreement obligating OJVG to provide for future capital expenditures;(vii)
      not take any action or enter into any transaction which would reasonably be expected to result in the shares of Sabodala owned by it or the shares of OJVG owned by Sabodala not being treated as capital property of Oromin or Sabodala immediately before the Effective Time for purposes of the Canadian tax “bump” rules in paragraphs 88(1)(c) and 88(1)(d) and subsection 87(11) of the Tax Act; and(viii)
      provide such information as reasonably requested by Teranga in order to assist Teranga in determining any calculations relevant to the Canadian tax “bump” rules outlined in paragraphs 88(1)(c) and 88(1)(d) of the Tax Act; (g)
      Oromin and Sabodala shall, and shall cause Sabodala to not vote in favour of any resolution, decision or action of OJVG that would cause OJVG not to: (i)
      duly and timely file all Returns required to be filed by it under applicable Laws on or after the date hereof and before the Effective Time and all such Returns will be true, complete and correct in all material respects;(ii)
      timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it under applicable Laws to the extent due and payable in all material respects;(iii)
      not make or rescind any material express or deemed election relating to Taxes;(iv)
      not make a request for a tax ruling or enter into any agreement with any taxing authorities or consent to any extension or waiver of any limitation period with respect to Taxes; E-572
      - 12 - (v)
      not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; and(vi)
      not amend any income tax Return or change any of its methods of reporting income, deductions or accounting for income tax purposes from those employed in the preparation of its income tax Return for the taxation year ended, as applicable, December 31, 2012 or February 28, 2013, except as may be required by applicable Laws; (h)
      Subject to any confidentiality obligations that are existing on the date hereof that may prevent Sabodala from doing so, Oromin will promptly notify Teranga of any request or requirement to attend (whether in person or by telephone) any material discussions, negotiations or filings with any Governmental Entity regarding any matter (including with respect to the Varied Offer or the transactions contemplated by this Agreement or regarding the status of the Concessions, the OJVG Concessions, the Lands, the OJVG Lands or other property and mineral rights). Oromin shall not, and shall not permit Sabodala to, initiate any such discussions, negotiations or filings without the prior consent of Teranga, such consent not to be unreasonably withheld.(i)
      Subject to any confidentiality obligations that are existing on the date hereof that may prevent Sabodala from doing so, Oromin further agrees to provide Teranga with the opportunity to participate in any material meetings, discussions or negotiations with a Governmental Entity, as well as provide immediate notice of any material communication (whether oral or written) to Oromin, Sabodala or OJVG (to the extent Oromin or Sabodala have become aware of such communication) from a Governmental Entity, including a copy of any written communication;(j)
      Oromin shall not authorize or propose, or enter into or modify any contract, agreement, commitment or arrangement, to do any of the matters prohibited by the other provisions of this Section 2.1;(k)
      Oromin shall, and shall cause Sabodala to, and shall cause Sabodala to not vote in favour of any resolution, decision or action of OJVG that would cause OJVG not to, not authorize or propose, or enter into or modify any contract, agreement commitment or arrangement, to do any of the matters prohibited by the other provisions of this Section 2.1; and(l)
      Oromin shall, prior to the mailing of the Oromin directors’ circular in connection with the Varied Offer, give Teranga a reasonable opportunity to review and comment on it, acting reasonably. E-573
      - 13 - Section 2.2
        Non-Solicitation
  (a)
      On and after the date of this Agreement, except as otherwise provided in this Agreement, Oromin and its subsidiaries shall not, and Oromin shall cause Sabodala not to vote in favour of a resolution authorizing OJVG to , directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i)
      make, solicit, assist, initiate, knowingly encourage or otherwise facilitate any inquiries, proposals or offers from any other person (including any of its officers or employees) relating to any Acquisition Proposal, or furnish to any person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other person to do or seek to do any of the foregoing;(ii)
      engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other person to make or complete any Acquisition Proposal; provided that, for greater certainty, Oromin may request any person making an unsolicited Acquisition Proposal to clarify the terms of the Acquisition Proposal and may also advise any person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Oromin Board has so determined;(iii)
      withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Teranga, the approval or recommendation of the Oromin Board or any committee thereof of the Varied Offer;(iv)
      approve, recommend or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal in respect of which a confidentiality agreement has been executed in accordance with Section 2.2(d) shall not be considered a violation of this Section 2.2(a)(iv)); or(v)
      accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, provided, however, that nothing contained in this Section 2.2(a) or any other provision of this Agreement shall prevent the Oromin Board from, E-574
      - 14 - and the Oromin Board shall be permitted to, engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fideunsolicited written Acquisition Proposal that the Oromin Board has determined constitutes or could reasonably be expected to result in a Superior Proposal, or provide information pursuant to Section 2.2(d) to any Person where the requirements of that Section are met. (b)
      Oromin shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Teranga) with respect to any potential Acquisition Proposal and, in connection therewith, Oromin will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information or establish and consent to access to any of OJVG’s confidential information, or any data room, virtual or otherwise) and shall as soon as possible request the return or destruction of all confidential information provided in connection therewith to the extent such information has not already been returned or destroyed. Oromin agrees not to, and shall cause Sabodala not to vote in favour of a resolution authorizing OJVG to, release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify, amend or waive the terms thereof and Oromin undertakes , to enforce, or cause its subsidiaries to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries or OJVG have entered into prior to the date hereof or enter into after the date hereof, provided that Teranga acknowledges that Oromin has been operating a joint dataroom with Bendon in respect of OJVG and further acknowledges that Bendon and Badr may be continuing to solicit Acquisition Proposals for OJVG.(c)
      Subject to any confidentiality obligations that are existing on the date hereof that may prevent Sabodala from doing so, from and after the date of this Agreement, Oromin shall immediately provide notice to Teranga in the event it or OJVG (to the extent Oromin is aware of such Acquisition Proposal) receives an Acquisition Proposal, or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to Oromin or any of its subsidiaries or OJVG (to the extent Oromin is aware of such request) in connection with such an Acquisition Proposal or for access to the properties, books or records of Oromin, any subsidiary of Oromin or OJVG (to the extent Oromin is aware of such request) by any person that informs Oromin, any member of the Oromin Board or subsidiary board or OJVG (to the extent Oromin is aware of such request) that it is considering making, or has made, an Acquisition Proposal. Such notice to Teranga shall be made, from time to time, first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate, in each case to the extent Oromin has such information, the identity of the E-575
      - 15 - person making such proposal, inquiry or contact, all material terms thereof and such other details of the proposal, inquiry or contact known to Oromin, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. Oromin shall keep Teranga promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Teranga with respect thereto. (d)
      If the Oromin Board or board of OJVG receives a request for material non- public information from a Person who proposes to Oromin or OJVG an unsolicited bona fide written Acquisition Proposal and the Oromin Board determines that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then, and only in such case, Oromin may, and may permit Sabodala to consent to OJVG providing such Person with access to information regarding Oromin and its subsidiaries or OJVG, as the case may be, subject to the execution of a confidentiality agreement which is customary in such situations and which, in any event and taken as a whole, is no less favourable to Oromin or OJVG than the Confidentiality Agreement and which shall contain customary standstill and non-solicitation provisions; provided that Oromin sends a copy of any such confidentiality and standstill agreement to Teranga promptly upon its execution and Teranga is promptly provided with a list of, and, at the request of Teranga, copies of, the information provided to such person and immediately provided with access to similar information to which such person was provided.(e)
      Oromin agrees that it and its subsidiaries will not, and Oromin shall cause Sabodala to vote against any resolution, decision or action to, accept, approve or enter into any agreement (“Proposed Agreement”), other than a confidentiality agreement as contemplated by Subsection Section 2.2(d), with any person providing for or to facilitate any Acquisition Proposal unless: (i)
      the Oromin Board determines that the Acquisition Proposal constitutes a Superior Proposal;(ii)
      Teranga has not taken up any Oromin Shares under the Offer;(iii)
      Oromin has complied with Section 2.2(a) through Section 2.2(d) inclusive in all material respects;(iv)
      Oromin has provided Teranga with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, and a written notice from the Oromin Board regarding the value or range of values in financial terms that the Oromin Board has in consultation with its financial advisors determined should be ascribed to any non-cash E-576
      - 16 - consideration offered under the Superior Proposal, such documents to be so provided to Teranga not less than five Business Days prior to the proposed acceptance, approval, recommendation or execution of the Proposed Agreement by Oromin; (v)
      Five Business Days shall have elapsed from the date Teranga received the notice and documentation referred to in Section 2.2(e)(iv) from Oromin and, if Teranga has proposed to amend the terms of the Varied Offer and/or this Agreement in accordance with Section 2.2(f), the Oromin Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal, as applicable, is a Superior Proposal compared to the proposed amendment to the terms of the Varied Offer by Teranga;(vi)
      Oromin concurrently terminates this Agreement pursuant to Section 8.1(e); and(vii)
      Oromin has previously, or concurrently will have, paid to Teranga the fees payable in Section 4.1(3); and Oromin further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Teranga the approval or recommendation of the Varied Offer, nor accept, approve or recommend, and shall cause Sabodala to vote against any resolution, decision or action to accept or approve, any Acquisition Proposal unless the requirements of this Section Section 2.2(e)(i) through Section 2.2(e)(vii) have been satisfied. (f)
      Oromin acknowledges and agrees that, during the five Business Day periods referred to in Section 2.2(e)(v) or such longer period as Oromin may approve for such purpose, Teranga shall have the opportunity, but not the obligation, to propose to amend the terms of the Varied Offer and Oromin shall co- operate with Teranga with respect thereto, including negotiating in good faith with Teranga to enable Teranga to make such adjustments to the terms and conditions of the Varied Offer as Oromin deems appropriate and as would enable Oromin to proceed with the transactions contemplated by this Agreement and the Varied Offer and any related transactions on such adjusted terms. The Oromin Board will review any proposal by Teranga to amend the terms of the Varied Offer in order to determine, in good faith in the exercise of its fiduciary duties, whether Teranga’s proposal to amend the Varied Offer would result in the Acquisition Proposal, as applicable, not being a Superior Proposal compared to the proposed amendment to the terms of the Varied Offer.(g)
      The Oromin Board shall promptly reaffirm its recommendation of the Varied E-577
      - 17 - Offer by press release after: (x) any Acquisition Proposal which the Oromin Board determines not to be a Superior Proposal is publicly announced or made; or (y) the Oromin Board determines that a proposed amendment to the terms of the Varied Offer would result in an Acquisition Proposal, which has been publicly announced or made, not being a Superior Proposal, and Teranga has so amended the terms of the Varied Offer. Wherever practical, Teranga and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release, recognizing that whether or not such comments are appropriate will be determined by Oromin, acting reasonably. (h)
      Nothing in this Agreement shall prevent the Oromin Board from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, or from withdrawing, modifying or changing its recommendation as a result of Teranga having suffered a Teranga Material Adverse Effect. Further, nothing in this Agreement shall prevent the Oromin Board from making any disclosure to the securityholders of Oromin if the Oromin Board, acting in good faith and upon the advice of its legal advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Oromin Board or such disclosure is otherwise required under applicable Law, provided, however, that, notwithstanding that the Oromin Board shall be permitted to make such disclosure, the Oromin Board shall not be permitted to make an Oromin Change in Recommendation, other than as permitted by Section 2.2(e) or the first sentence of this paragraph. Wherever practical, Teranga and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by Oromin, acting reasonably.(i)
      Oromin acknowledges and agrees that each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 2.2.(j)
      Oromin shall ensure that its officers, directors and employees and those of its subsidiaries and any investment bankers or other advisors or representatives retained by Oromin or its subsidiaries in connection with the transactions contemplated by this Agreement are aware of the provisions of this Section, and Oromin shall be responsible for any breach of this Section 2.2 by such persons. Section 2.3
        Access to Information
 Subject to the Confidentiality Agreement, and subject to applicable competition and anti-trust laws, Oromin shall (and shall cause each of its subsidiaries to) afford Teranga's and its bankers’ officers, employees, counsel, accountants and other authorized E-578
      - 18 - representatives and advisors (“Representatives”) reasonable access during normal business hours from the date hereof and until the expiration of this Agreement, to its properties, books, contracts and records (as well as to its management personnel to permit the planning and implementation of the integration of Teranga and Oromin and its subsidiaries), and, during such period, Oromin shall (and shall cause each of its subsidiaries to) furnish promptly to Teranga all information concerning their respective businesses, properties and personnel as Teranga may reasonably request. Nothing in the foregoing or any other provision of this Agreement shall require Oromin to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with a third party or to provide Teranga with access to any property where a Party is contractually or legally prohibited from doing so. Section 2.4
        Other Restructuring Assistance
 Oromin shall use, and shall cause its subsidiaries, as the case may be, to take, or refrain from taking, such action as may be reasonably requested by Teranga, including without limitation to meet regulatory or tax planning or lender or internal reorganization or planning requirements, provided that any such planning or reorganization transaction shall not be adverse to Oromin or to Oromin Shareholders and further provided that Teranga shall pay all reasonable costs, expenses and liabilities, including any liability for taxes of Oromin or Oromin Shareholders that may arise, relating to such planning or reorganization transaction. If the Varied Offer is not completed, Teranga shall reimburse Oromin for any loss or damage, including for taxes, incurred directly or indirectly as a result of the planning or reorganization transaction and shall bear any reasonable cost associated with the return of the corporate structure, capital structure, business operations and assets to their state before the restructuring. ARTICLE 3 
    TERANGA’S COVENANTS Section 3.1
        Teranga’s Covenants
 Teranga covenants and agrees that, unless Oromin shall otherwise agree in writing, not to be unreasonably withheld, or as otherwise expressly contemplated by this Agreement: (a)
      Teranga shall not directly or indirectly do or permit to occur any of the following (provided that the following shall not limit the ability of Teranga to comply with any existing obligations): (i)
      amend or propose to amend its articles;(ii)
      split, combine or reclassify any outstanding Teranga Shares; or(iii)
      redeem, purchase or offer to purchase any Teranga Shares; and (b)
        Teranga shall:
 E-579
      - 19 - (i)
      not take any action, or permit any of its subsidiaries to take any action, that would render, or that would reasonably be expected to render, any representation or warranty made by it in this Agreement untrue at any time prior to the Expiry Date if then made;(ii)
      promptly notify Oromin orally and in writing of any Teranga Material Adverse Effect in the course of its or any of its subsidiaries' businesses or in the operation of its or any of its subsidiaries' properties (in each case on a consolidated basis), and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated); and(iii)
      prior to the mailing of the Varied Offer, Teranga will give Oromin a reasonable opportunity to review and comment on it, but, subject to the terms hereof, Oromin recognizes that whether or not its comments are appropriate will be determined by Teranga, acting reasonably. (c)
      Teranga shall use its commercially reasonable efforts to obtain an amendment extending the lock-up agreement entered into between Teranga and IAMGOLD Corporation in respect of the Offer. ARTICLE 4FEES AND OTHER ARRANGEMENTS Section 4.1
        Break Fees and Expense Reimbursement
  (1)
      If, at any time after the execution of this Agreement and prior to the Expiry Date, this Agreement shall have been terminated pursuant to Section 8.1(b) then Teranga shall pay to Oromin, subject to the next following sentence, within one Business Day after the occurrence of the termination of this Agreement in such circumstances, the amount of $500,000 (the “Expense Reimbursement Fee“) in immediately available funds to an account designated by Oromin. Notwithstanding the foregoing, the Expense Reimbursement Fee shall not be payable by Teranga to Oromin if at or prior to the date of termination of this Agreement: (i) there shall have occurred an event that resulted in a Oromin Material Adverse Effect; or (ii) Oromin shall have failed to fulfill any of its material obligations under this Agreement or any of its representations and warranties under this Agreement shall be untrue in any material respect. In addition, in the event that the Expense Reimbursement Fee is paid by Teranga to Oromin in accordance with the foregoing provisions of this Section 4.1(1) in a circumstance where prior to the termination of this Agreement pursuant to Section 8.1(b) an Alternative Proposal has been publicly announced and at any time within a period of 6 months following such termination of this Agreement Oromin enters into any agreement for an Acquisition Proposal or consummates a transaction that constitutes an Acquisition Proposal, Oromin will, prior to the earlier of consummation of a transaction that constitutes an Acquisition Proposal, or execution E-580
      - 20 - of a definitive agreement with respect thereto, repay to Teranga, in immediately available funds to an account designated by Teranga, the Expense Reimbursement Fee. The obligation of Teranga to pay the Expense Reimbursement Fee, and the obligation of Oromin to repay the Expense Reimbursement Fee in the circumstances described above, shall survive the termination of this Agreement. (2)
      If, at any time after the execution of this Agreement and prior to the Expiry Date, this Agreement shall have been terminated pursuant to Section 8.1(c) then Teranga shall, within one Business Day after the occurrence of such event, pay to Oromin the amount of $1,500,000 in immediately available funds to an account designated by Oromin. The obligation of Teranga to pay the break fee contemplated in this Section 4.1(2) shall survive the termination of this Agreement.(3)
      If, at any time after the execution of this Agreement and prior to the Expiry Date, this Agreement shall have been terminated pursuant to Section 8.1(d), Section 8.1(e) or 8.1(f), then Oromin shall pay to Teranga the amount of $1,500,000 in immediately available funds to an account designated by Teranga. Such amount shall be paid (i) in the event of a termination pursuant to Section 8.1(d) and (f), within one Business Day after the occurrence of such event; and (ii) in the event of a termination pursuant to Section 8.1(e), prior to Oromin entering into the binding definitive written agreement, understanding, or arrangement with respect to a Superior Proposal. The obligation of Oromin to pay the break fee contemplated in this Section 4.1(3) shall survive the termination of this Agreement.(4)
      The Parties acknowledge that the amounts set out in Section 4.1(2) and Section 4.1(3) represent liquidated damages which are a genuine pre-estimate of the damages which a Party will suffer or incur as a result of an event giving rise to such damages and resultant termination of this Agreement, and is not a penalty.(5)
      For greater certainty, Oromin shall not be obligated to make more than one payment under Section 4.1(3) if one or more events of the events specified in Section 4.1(3) occurs.(6)
      For greater certainty, Teranga shall not be obligated to make more than one payment under Section 4.1(1) and 4.1(2) if one or more events of the events specified therein occurs. ARTICLE 5REPRESENTATIONS AND WARRANTIES OF OROMIN Section 5.1
        Representations and Warranties
 Oromin hereby represents and warrants to and in favour of Teranga as set forth in Schedule “B” and acknowledges that Teranga is relying upon these representations and warranties in connection with entering into this Agreement and varying the Offer. E-581
      - 21 - Section 5.2
        Investigation
 Any investigation by Teranga and its advisors shall not mitigate, diminish or affect the representations and warranties of Oromin provided pursuant to this Agreement. ARTICLE 6REPRESENTATIONS AND WARRANTIES OF TERANGA Section 6.1
        Representations and Warranties
 Teranga hereby represents and warrants to and in favour of Oromin as set forth in Schedule “C” and acknowledges that Oromin is relying upon these representations and warranties in connection with entering into this Agreement. Section 6.2
        Investigation
 Any investigation by Oromin and its advisors shall not mitigate, diminish or affect the representations and warranties of Teranga provided pursuant to this Agreement. ARTICLE 7 
    MUTUAL COVENANTS Section 7.1
        Consultation
 Oromin agrees to consult with Teranga in issuing any press releases or otherwise making public statements with respect to the Varied Offer, the Current Bendon Litigation, any other litigation commenced by Bendon and in making any filings with any domestic or foreign federal, provincial or state governmental or regulatory agency or with any stock exchange, and shall use its reasonable efforts to enable Teranga to review and consent to all such press releases prior to release thereof, provided that Oromin shall make the final determination in respect of any press releases or public statements made by it. Section 7.2
        Further Assurances
 Subject to the terms and conditions herein, Teranga and Oromin agree to use their respective reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate the transactions contemplated by this Agreement and the Varied Offer. In addition, Oromin and Teranga will, and will cause each of their respective subsidiaries to, use their reasonable efforts to fulfil all conditions and satisfy all provisions of this Agreement and the Varied Offer. Nothing in this Section 7.2 shall require Oromin to support Teranga in relation to the Current Bendon Litigation to an extent greater than stated in Section 1.5 nor shall Oromin be required to support Teranga in respect of any action, suit or other proceeding involving Bendon other than the Current Bendon Litigation. Section 7.3
        Notices of Certain Events
 Each Party will give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Expiry Date of any event or state of facts which occurrence or failure would, or would be likely to: E-582
      - 22 - (a)
      cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Expiry Date; or(b)
      result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Expiry Date, provided, however, that the delivery of any notice pursuant to this Section 7.3 shall not limit or otherwise affect the remedies available hereunder to the Party receiving that notice. Section 7.4
        Insurance and Indemnification and Arrangements.
  (a)
      Prior to the Expiry Date, Teranga shall purchase customary ‘‘tail’’ policies of directors’ and officers’ liability insurance for each of the directors and officers of Oromin providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Oromin which is in effect immediately prior to the Expiry Time and providing protection in respect of claims arising from facts or events which occurred on or prior to the Expiry Time and Teranga will, or will cause Oromin to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Expiry Date; provided, that Oromin shall not be required to pay any amounts in respect of such coverage prior to the Expiry Date.(b)
      Teranga agrees that it shall honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of Oromin and Sabodala to the extent such rights to indemnification or exculpation have been disclosed in writing by Oromin to Teranga prior to the date hereof and acknowledges that such rights shall survive the completion of the Varied Offer and shall continue in full force and effect for a period of not less than six years from the Expiry Date. Teranga and Oromin shall ensure that, should the Varied Offer be completed, the constating documents of Oromin and any corporation continuing following any amalgamation, merger, plan of arrangement, consolidation or winding up of Oromin or a successor thereto with or into one or more other persons (a “Continuing Corporation”) shall, subject to applicable Law, contain provisions with respect to indemnification that are no less favourable than those provisions set forth in Oromin’s constating documents, which provisions shall not, except to the extent required by applicable Law, be amended, repealed or otherwise modified for a period of six years from the Expiry Date in a manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Expiry Date, were directors or officers of Oromin. E-583
      - 23 - (c)
      The provisions of this Section 7.4 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Teranga hereby confirms that it is acting as agent on their behalf. Furthermore, this Section 7.4 shall survive the termination of this Agreement as a result of the occurrence of the Expiry Time for a period of six years.(d)
      Teranga and Oromin agree that in the event that the Varied Offer is completed, they will or will cause any Oromin or any successor thereto to agree, honour and comply with the terms of the existing employment, severance, change of control and indemnification agreements or arrangements (including employee benefits) of Oromin provided that such agreements have been disclosed in writing by Oromin to Teranga prior to the date hereof. ARTICLE 8 
    TERMINATION Section 8.1
        Termination and Survival
 This Agreement may be terminated at any time prior to the Expiry Date: (a)
      by mutual written consent of Teranga and Oromin;(b)
      by either Teranga or Oromin after the Outside Date if Teranga has not acquired Oromin Shares pursuant to the Varied Offer except that the right to terminate this Support Agreement under this Section 8.1(b) shall not be available to a Party if it has failed to fulfill any of their obligations or if it has breached of any of its representations and warranties under this Agreement and such failure or breach has been the cause of, or resulted in, the failure of Teranga to acquire Oromin Shares by the Outside Date;(c)
      by Oromin if: (i) Teranga has failed to perform any material covenant required to be performed by it pursuant to this Agreement, provided such failure to perform a material covenant is not cured within 10 Business Days of written notice to Teranga thereof: (ii) any representation or warranty made by Teranga herein is untrue in any material respect is untrue in any material respect and such untrue representation is not curable or, if curable, is not cured on the earlier of such date which is 10 Business Days of written notice to Teranga thereof and the Expiry Date, except for any untrue or incorrect representations or warranties which, individually or in the aggregate, would not, or would not reasonably be expected to, result in a Teranga Material Adverse Effect; or (iii) if there shall occur any event that would result in a Teranga Material Adverse Effect; E-584
      - 24 - (d)
      by Teranga if: (i) Oromin has failed to perform any material covenant required to be performed by it pursuant to this Agreement, provided such failure to perform a material covenant is not cured within 10 Business Days of written notice to Oromin thereof: (ii) any representation or warranty made by Oromin herein is untrue in any material respect and such untrue representation is not curable or, if curable, is not cured on the earlier of such date which is 10 Business Days of written notice to Oromin thereof and the Expiry Date, except for any untrue or incorrect representations or warranties which, individually or in the aggregate, would not, or would not reasonably be expected to, have an Oromin Material Adverse Effect; or (iii) if there shall occur any event that would result in a Oromin Material Adverse Effect; or(e)
      by Oromin if Oromin wishes to enter into a binding definitive written agreement, understanding, or arrangement with respect to a Superior Proposal (other than a confidentiality and standstill agreement permitted by Section 2.2(d)), provided Oromin is in compliance with Section 2.2 and provided that no termination under this subsection shall be effective unless and until Oromin has paid to Teranga the fees specified in Section 4.1(3).(f)
      by Teranga if: (i)
      the Oromin Board (or a committee thereof) shall have failed to recommend or shall have withdrawn, amended, modified or qualified, in a manner adverse to Teranga its approval or recommendation of the Varied Offer (unless as a result of Teranga having suffered a Teranga Material Adverse Effect) or fails to publicly reaffirm its recommendation of the Varied Offer within five Business Days after having been requested in writing by Teranga to do so (a “Oromin Change in Recommendation”);(ii)
      the Oromin Board (or a committee thereof) shall have approved or recommended any Acquisition Proposal;(iii)
      Oromin shall have breached Section 2.2 in any respect; or(iv)
      Oromin has entered into an agreement, understanding or arrangement with respect to a Superior Proposal. For greater certainty, the Parties agree that a payment to be received pursuant to Section 4.1(2) or Section 4.1(3), as applicable, is the sole remedy in compensation or damages of a Party with respect to the event or events giving rise to the termination of this Agreement. Section 8.2
        Withdrawal of Varied Offer
 For greater certainty, without prejudice to its other rights, if this Agreement is terminated as provided in Section 8.1 above, Teranga may terminate or withdraw the Varied Offer without any further obligation of Teranga under this Agreement other than any obligations or payments pursuant to Section 1.6, 2.4 or Section 4.1. E-585
      - 25 - ARTICLE 9 
    MISCELLANEOUS Section 9.1
        Amendment or Waiver
 This Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by written instrument executed by Teranga and Oromin; provided, however, that either Teranga or Oromin may in its discretion waive a condition, term, covenant, representation or warranty herein which is solely for its benefit without the consent of the other. No waiver of any nature, in any one or more instances, shall be deemed or construed as a further or continued waiver of any condition or any breach of any other term, covenant, representation or warranty in this Agreement. Section 9.2
        Entire Agreement
 This Agreement and the documents referred to herein (including the existing confidentiality agreement in favour of Oromin executed by Teranga) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, arrangements or understandings with respect thereto. Section 9.3
        Headings
 The descriptive headings are for convenience of reference only and shall not affect the meaning or construction of any provisions of this Agreement. Section 9.4
        Notices
 All notices or other communications which are required or permitted hereunder shall be communicated confidentially and in writing and shall be sufficient if delivered personally, or sent by confidential telecopier addressed as follows: (a)
        to Teranga at:Teranga Gold Corporation121 King Street West, Suite 2600Toronto, Ontario M5H 3T9Attention:
        Richard YoungFacsimile:
        (416) 594-0088with a copy to:Stikeman Elliott LLPCommerce Court WestSuite 5300Toronto, Ontario M5L 1B9Attention:
        Mr. Donald Belovich
 E-586
      - 26 - Facsimile:
        (416) 947-0866(b)
        to Oromin at:Oromin Explorations Ltd.2000 – 1055 West Hastings StreetVancouver, British Columbia V6E 2E9Attention:
        Chet IdziszekFacsimile:
        (604) 331-8773with a copy to:Miller Thomson LLP1000 - 840 Howe StreetVancouver, British Columbia V6Z 2M1Attention:
        Mr. Peter McArthur and Mr. Kevin SorochanFacsimile:
        (604) 643-1200
  Section 9.5
        Counterparts
 This Agreement may be executed in any number of counterparts (including by facsimile) and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. Section 9.6
        Expenses
 Subject to Section 4.1, each party will pay its own expenses in connection with the execution and negotiation of this Agreement and the consummation of the terms hereof. Section 9.7
        Assignment
 This Agreement shall not be assignable by either party without the prior written consent of the other party in its sole discretion. Section 9.8
        Severability
 If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be effected, impaired or invalidated, and the parties shall in such event negotiate in good faith to modify the Agreement to preserve each party's anticipated benefits under the Agreement. Section 9.9
        Choice of Law
 This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. E-587
      - 27 - Section 9.10
        Survival of Representations and Warranties.
 The representations and warranties made by Oromin and by Teranga herein shall survive until the Expiry Date, and shall then terminate. Section 9.11
        Specific Performance and other Equitable Rights.
 Each of the parties recognizes and acknowledges that a breach by any party of any covenants or other commitments contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, each of the parties agrees that, in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such covenants or other commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. Section 9.12
        Currency.
 All sums of money referred to in this Agreement shall mean Canadian funds. E-588
      - 28 - IN WITNESS WHEREOFthe Parties hereto have executed this Agreement. TERANGA GOLD CORPORATIONBy:
        “Richard Young”Richard YoungChief Executive OfficerOROMIN EXPLORATIONS LTD.By:
        “Chet Idziszek”Chet IdziszekPresident and Chief Executive Officer
 E-589
      SCHEDULE “A” DEFINED TERMS “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry from any person or group of persons (other than Teranga or any of its affiliates), whether or not in writing and whether or not delivered to Oromin Shareholders and/or Oromin, after the date hereof relating to: (i) any acquisition or purchase, direct or indirect, of: (a) any material assets, business or property of Oromin and/or one or more of its subsidiaries; (b) any securities of Oromin by Oromin and/or one or more of its subsidiaries; (c) any material assets, business or material property of OJVG and / or one or more of its subsidiaries; or (d) any sale of securities of OJVG and / or one or more of its subsidiaries (ii) any take-over bid, tender offer or exchange offer for securities of Oromin or OJVG; or (iii) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Oromin, OJVG or any of their respective subsidiaries or any combination of the foregoing; “Authorizations” means any authorization, order, permit, approval, grant, license, registration, consent, right, notification, condition, franchise, privilege, certificate, judgement, writ, injunction, award, determination, direction, decisions, decree, bylaw, rule, or regulation, whether or not having the force of Law; “Change of Operator”means any action taken by Bendon pursuant to, and in strict compliance with, the OJVG Shareholders Agreement, relating to the removal of Sabodala as operator of the OJVG Gold Project; “Confidentiality Agreement” means the confidentiality agreement between Teranga and Oromin dated July 18, 2013; “Current Bendon Litigation”means the litigation commenced by Bendon pursuant to the statement of claim of Bendon filed with the Ontario Superior Court of Justice on June 13, 2013 naming Oromin, Sabodala and Teranga as defendants, as it existed on June 13, 2013, and, for greater certainty, excluding how such statement of claim may have been, or may be, amended. “Lands” means all interests in real and immoveable property interests, including licenses, leases, rights of way, surface rights, easements, permits permitting the use of land or other real property interests (but excluding the Concessions and the OJVG Concessions) which Oromin or its subsidiaries own or have an interest in or has an option or other right to acquire, whether directly or indirectly, all as indicated in Schedule E; “Offer Circular” means the Offer to Purchase and accompanying circular, dated June 19, 2013, as may be amended; E-590
      - 2 - “OJVG Concessions” means any mining concession, claim, lease, licence, permit or other right to explore for, exploit, develop, mine or produce minerals or any interest therein which OJVG owns or has a right or option to acquire or use, whether directly or indirectly, all as indicated in the list set out in Schedule E; “OJVG Lands” means all interests in real and immoveable property interests, including licenses, leases, rights of way, surface rights, easements, permits permitting the use of land or other real property interests (but excluding the OJVG Concessions) which OJVG owns or has an interest in or has an option or other right to acquire, whether directly or indirectly, all as indicated in Schedule E; “ordinary course of business”, “ordinary course of business consistent with past practice”, or any similar reference, means, with respect to an action taken by a person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person; provided that in any event such action is not unreasonable or unusual; “Oromin Board” means the board of directors of Oromin; “Oromin Financial Statements” means the audited financial statements of Oromin as at and for the years ended February 29, 2013 and February 29, 2012 (including the notes thereto, and auditors’ report thereon), and the interim condensed consolidated financial statements of Oromin for the three months ended May 31, 2013 and 2012; “Oromin Material Adverse Effect” means any change, effect, event or occurrence that individually or in the aggregate with other such changes, effects, events or occurrences, is or would reasonably be expected to be material and adverse to the (a) assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Oromin and its subsidiaries, taken as a whole; or (b) the continued ownership, development and operation of the OJVG Golouma Gold Project, in each case, excluding any change, effect, event or occurrence resulting from or relating to: (i) the announcement of the execution of the Varied Offer, this Agreement or the transactions contemplated therein or herein, as the case may be, or the performance of any obligation hereunder; (ii) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (iii) changes affecting the global gold mining industry generally; (iv) any change in the market price of gold; (v) any decrease in the market price or any decline in the trading volume of Oromin Shares on the TSX (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Oromin Material Adverse Effect has occurred); (vi) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; (vii) any change in applicable Laws or in the interpretation thereof by any Governmental Entity; (viii) any change in IFRS; (ix) any natural disaster; (x) any actions taken (or omitted to be taken) at the request of Teranga; (xi) the Change of Operator; (xii) any failure to obtain a waiver from the Government of Senegal with respect to the right of E-591
      - 3 - Senegalese Nationals to acquire up to a 25% interest in the OJVG Golouma Gold Project; (xiii) the Current Bendon Litigation; provided however, that with respect to clauses (ii) to (x) that it does not have a materially disproportionate effect on Oromin and its subsidiaries relative to comparable exploration and/or mining companies; “Oromin Option” means options to acquire Oromin Shares issued and outstanding under the Incentive Plan; “Outside Date”means September 15, 2013; “Parties” means Teranga and Oromin, and “Party” means any of them; “Permit” means any license, permit, certificate, consent, order, grant, approval, classification, restriction, registration, flagging or other Authorization of, from, or required by any Governmental Entity; “person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status; “Replacement Teranga Options” means options to acquire that number of Teranga Shares (rounded down to the nearest whole number) as are equal to the product of (i) the number of Oromin Shares subject to the Oromin Option immediately before the Expiry Date, and (ii) the Exchange Ratio, at an exercise price per Teranga Share equal to: (i) the exercise price per Oromin Share subject to such Oromin Option immediately before the Expiry Date divided by (ii) the Exchange Ratio, provided that the exercise price payable on any particular exercise of a replacement option shall be rounded up to the nearest whole cent. Such replacement options will otherwise be on the same terms and conditions, including as to the term of expiry, as were applicable to such Oromin Option immediately before the Expiry Time under the Incentive Plan and the agreement evidencing the grant, provided that no such replacement option will expire as a result of the holder thereof ceasing to be employed, engaged as a consultant, officer or director or otherwise in a service relationship with Oromin, a subsidiary of Oromin or any successor thereof or as a result of termination of such relationship by Oromin and further provided, however, that each such replacement option held by a director, officer or consultant of Oromin who ceases to be a director, officer or consultant, as applicable, of Oromin shall be deemed to have been amended to provide that such option shall expire not later than the earlier of: (i) the original expiry date of such option; and (ii) the date that is 18 months following the Expiry Time; “Returns” means all reports, forms, elections, information statements and returns (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto required to be filed or prepared in connection with any Taxes under applicable Laws; “Sabodala” means Sabodala Holding Limited; E-592
      - 4 - “Securities Act” means the Securities Act(British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time; “Securities Laws” means the Securities Act and the U.S. Securities Act, together with all other applicable state, federal, provincial and territorial securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time; “subsidiary” means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned or over which voting control or direction is exercised, directly or indirectly, by such person or a subsidiary and shall include any body corporate, partnership, trust, joint venture or other entity over which such person exercises direction or control or which is in a like relation to a subsidiary; “Superior Proposal” means an unsolicited bona fideAcquisition Proposal made by an arms-length third party to OJVG, Oromin or Oromin Shareholders in writing after the date hereof: (i) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (ii) in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to be available to the satisfaction of the Oromin Board, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel); (iii) which is not subject to a due diligence and/or access condition; (iv) that did not result from a breach of Section 2.2 by Oromin or its representatives; (v) in respect of which the Oromin Board determines in good faith (after receipt of advice from its outside legal counsel with respect to (x) below and financial advisors with respect to (y) below) that (x) failure to recommend such Acquisition Proposal for Oromin to Oromin Shareholders or to proceed with such Acquisition Proposal would be inconsistent with its fiduciary duties and (y) which would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to Oromin Shareholders (other than Teranga) from a financial point of view than the Offer (including any adjustment to the terms and conditions of the Offer proposed by Teranga pursuant to Subsection Section 2.2(f)); “Tax Act” means the Income Tax Act(Canada) and the regulations promulgated thereunder, as amended from time to time; “Taxes” means any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment taxes, E-593
      - 5 - unemployment insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, Canada, British Columbia and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which Oromin or any of its subsidiaries is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not; “Teranga Material Adverse Effect” means any change, effect, event or occurrence that individually or in the aggregate with other such changes, effects, events or occurrences, is or would reasonably be expected to be material and adverse to the (a) assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Teranga and its subsidiaries, taken as a whole; or (b) the continued ownership, development and operation of the Sabodala Gold Project, in each case, except any change, effect, event or occurrence resulting from or relating to: (i) the announcement of the execution of the Varied Offer, this Agreement or the transactions contemplated therein or herein, as the case may be, the performance of any obligation hereunder or communication by Teranga of its plans or intentions with respect to Oromin, its subsidiaries and the OJVG, or the consummation of the transactions contemplated herein and in the Offer; (ii) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (iii) changes affecting the global gold mining industry generally; (iv) any change in the market price of gold; (v) any decrease in the market price or any decline in the trading volume of Teranga Shares on the TSX or ASX (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Teranga Material Adverse Effect has occurred); (vi) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; (vii) any change in applicable Laws or in the interpretation thereof by any Governmental Entity; (viii) any change in IFRS; (ix) any natural disaster (x) the Current Bendon Litigation and (xi) any Change of Operator; provided however, that with respect to clauses (ii) to (ix) that it does not have a materially disproportionate effect on Teranga and its subsidiaries relative to comparable exploration and/or mining companies; and “U.S. Securities Act” means the Securities Act of 1933, as amended from time to time, of the United States, and the rules and regulations promulgated from time to time thereunder. E-594
      - 6 - SCHEDULE “B” OROMIN REPRESENTATION AND WARRANTIES (1)
      After giving effect to all subsequent filings in relation to matters covered in earlier filings, the public filings made by Oromin under the provisions of applicable Canadian securities laws do not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.(2)
      There is no requirement to obtain any consent, approval or waiver of any governmental or regulatory authority or of any party under any material lease, material contract or other material agreement to which Oromin or any of its subsidiaries is a party to any of the transactions contemplated by the Varied Offer or this Agreement.(3)
      Other than the Current Bendon Litigation and the threat of Bendon to remove Sabodala as operator of OJVG, there are no actions, suits, proceedings or inquiries pending or, to the knowledge of Oromin, threatened against or affecting Oromin or any of its subsidiaries at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign, which may be reasonably expected to have an Oromin Material Adverse Effect. E-595
      - 7 - SCHEDULE “C” TERANGA REPRESENTATIONS AND WARRANTIES (1)
      After giving effect to all subsequent filings in relation to matters covered in earlier filings, the public filings made by Teranga under the provisions of applicable Canadian Securities Laws do not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.(2)
      Except as set out in the Offer Circular, there is no requirement to obtain any consent, approval or waiver of any governmental or regulatory authority or of any party under any material lease, material contract or other material agreement to which Teranga is a party to any of the transactions contemplated by the Varied Offer or this Agreement and other than have already been obtained.(3)
      Except as set out in the Offer Circular and other than the Current Bendon Litigation, there are no actions, suits, proceedings or inquiries pending or, to the knowledge of Teranga, threatened against or affecting Teranga or any of its subsidiaries at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency, domestic or foreign, which may be reasonably expected to have a Teranga Material Adverse Effect, other than those that have been publicly disclosed. E-596
      - 8 - SCHEDULE “D” CONDITIONS TO THE VARIED OFFER Subject to Sections 1.3(g) and (h) of the Support Agreement for so long as it is in full force and effect, but subject to applicable Laws, Teranga has the right to vary or change the Varied Offer and the right to withdraw the Varied Offer and not take up and pay for any Deposited Oromin Shares, and will have the right to extend the period of time during which the Varied Offer is open for acceptance and postpone taking up and paying for any Deposited Oromin Shares, unless all of the following conditions are satisfied or, where permitted, waived by Teranga (in its sole discretion) at or prior to the Expiry Time: (a)
      there shall have been validly deposited under the Varied Offer and not withdrawn, at or prior to the Expiry Time, such number of Oromin Shares which are necessary to constitute: (i)
      at least 662/3% of the outstanding Oromin Shares (on a fully diluted basis), including Oromin Shares held by Teranga and its affiliates; and(ii)
      a “majority of the minority” in the context of a Subsequent Acquisition Transaction to be voted upon under MI 61-101 (collectively, the “Minimum Tender Condition”); (b)
      Teranga shall have determined, in its reasonable good faith judgment, that the Shareholder Rights Plan (and any other Shareholder rights plan adopted by Oromin) does not and will not adversely affect the Varied Offer or Teranga or its affiliates (as applicable) either before, on or after consummation of the Varied Offer or the purchase of Oromin Shares under the Varied Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction;(c)
      Teranga shall have determined in its reasonable good faith judgment that none of Oromin or any of its entities, nor any third party, other than Bendon in respect of the Current Bendon Litigation and any Change of Operator, shall have taken any action or failed to take any action, or shall have disclosed a previously undisclosed action, or authorized, recommended, proposed or announced the intention to take any action or event, having or which would have the effect of preventing or materially delaying the ability of Teranga to acquire Oromin Shares or materially affecting Oromin’s indirect interest in the OJVG Golouma Gold Project, in each case unless the same is acceptable to Teranga in its reasonable good faith judgment, including, without limitation: E-597
      - 9 - (i)
      any issuance of securities (other than in connection with exercise of vested Convertible Securities outstanding on the date hereof or, if applicable, the issuance of 195,000 additional Oromin Shares to Sprott Resource Lending Partnership in connection with its credit agreement with Oromin) or options or other rights to purchase securities by Oromin or any of its entities, conditional or otherwise;(ii)
      acquiring or otherwise causing a reduction in the number of, or authorizing or proposing the acquisition or other reduction in the number of, outstanding Oromin Shares or other securities of Oromin or any of its entities;(iii)
      declaring, paying, authorizing or making any payment, distribution or dividend on any of Oromin's securities;(iv)
      altering or proposing to alter any material term of any outstanding security;(v)
      issuing or selling, or authorizing or proposing the issuance or sale of, any debt securities or otherwise incurring, authorizing, committing to incur or proposing the incurrence of any debt or the making of any loans or advances or guaranteeing or becoming otherwise responsible for any liabilities or obligations of any other person;(vi)
      any purchase, licence, lease or other acquisition of an interest in assets or securities that, individually or in the aggregate, is material to Oromin and its entities on a consolidated basis;(vii)
      other than the right of Senegalese Nationals to acquire up to a 25% interest in the OJVG Golouma Gold Project, any action or event with respect to, or any agreement, proposal, offer or understanding relating to, any sale, disposition, licence, lease, pledge, earn-in, joint venture, spin- out or other dealing with any of the assets of Oromin or any of its entities, including, without limitation, granting an interest to any person in OJVG, Société des Mines de Golouma S.A. or the OJVG Golouma Gold Project, other than any such sale, disposition, licence, lease, pledge, earn-in, joint venture, spin-out or other dealing between Oromin, any entity which is a wholly-owned subsidiary of Oromin, OJVG and Société des Mines de Golouma S.A. as of the date of the Varied Offer or that, individually or in the aggregate, is not material to Oromin and its entities on a consolidated basis; E-598
      - 10 - (viii)
      any action or event related to any take-over bid (other than the Varied Offer) or tender offer (including without limitation, an issuer bid or self- tender offer) or exchange offer, merger, amalgamation, statutory arrangement, recapitalization, reorganization, consolidation, business combination, share exchange, liquidation, dissolution, winding up or similar transaction that are agreed to or supported by the Oromin Board;(ix)
      making or committing to make, or otherwise incurring any obligation in respect of, any material capital expenditure that, individually or in the aggregate, is material to Oromin and its entities on a consolidated basis, other than such commitments or obligations in respect of which Oromin has entered into legally binding agreements prior to the date of the Offer;(x)
      other than entering into amendments to existing retention agreements, such amendments to provide for the payment of an additional approximate aggregate amount of $125,000 in respect of retention payments to support and administrative staff and outstanding as of the date hereofand the Replacement Teranga Options, entering into, adopting, amending, varying, modifying or taking any other action with respect to any bonus, profit sharing, option, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any officer, director or employee of Oromin or its entities, or similar rights or other benefits;(xi)
      waiving, releasing, relinquishing, impairing, exercising, granting, transferring or amending any rights of material value under any material contract, license, lease, permit, authorization, concession, agreement, instrument or other document, other than in the ordinary course of business consistent with past practice and only if so doing would not in Teranga’s reasonable good faith judgment adversely result in an Oromin Material Adverse Effect;(xii)
      amending, entering into or completing any joint venture agreement, other mutual co-operation agreement, shareholder agreement, distribution agreement, off-take agreement, streaming agreement or other material transaction or transactions that, individually or in the aggregate, is or are materially adverse to Oromin and its entities on a consolidated basis;(xiii)
      any change to Oromin's constating documents; or E-599
      - 11 - (xiv)
      any proposal, plan or intention to do any of the foregoing, either publicly announced or communicated by Oromin or any of its entities, or any agreement by Oromin or any of its entities to engage in any of the foregoing; (d)
      the OJVG Shareholders Agreement, as filed by Oromin on SEDAR on August 4, 2010, is in full force and effect and has not been amended or otherwise modified in any way, unless the same is acceptable to Teranga in its reasonable good faith judgment;(e)
      all Governmental Entity or regulatory consents, authorizations, waivers, permits, reviews, orders, rulings, decisions, approvals or exemptions (including, without limitation, those of any stock exchange or other Securities Regulatory Authorities) that are necessary to: (i)
      complete the Varied Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction;(ii)
      issue and list on the TSX the Teranga Shares issuable pursuant to the Varied Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction; and(iii)
      prevent or avoid the occurrence of an Oromin Material Adverse Effect as a result of the completion of the Varied Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction; shall have been obtained or concluded on terms and conditions satisfactory to Teranga in its reasonable good faith judgment and all regulatory notice and waiting or suspensory periods in respect of the foregoing shall have expired or been terminated the failure of which would reasonably be expected to have an Oromin Material Adverse Effect; (f)
      other than the Current Bendon Litigation (x) no inquiry, act, action, suit, investigation, litigation, objection, opposition or other proceeding (whether formal or informal, or in the case of any new Bendon Litigation, that, as determined by Teranga in its reasonable good faith judgment, has a reasonable prospect of ultimate success and that is not frivolous or vexatious), shall have been commenced, announced, threatened or taken before or by, and no judgment, order or award shall have been issued by, any Governmental Entity, mediator, arbitrator or other person (whether or not having the force of Law), and (y) no Law will have been proposed, enacted, promulgated, amended or applied (including with respect to the interpretation or administration thereof), in each case unless the same is acceptable to Teranga in its reasonable good faith judgment: E-600
      - 12 - (i)
      to cease trade, enjoin, prohibit or impose material and adverse limitations, damages or conditions on the purchase by or the sale to Teranga of the Oromin Shares, or the right of Teranga to own or exercise full rights of ownership of the Oromin Shares, or the consummation of the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction;(ii)
      which has had or would have an Oromin Material Adverse Effect;(iii)
      which may challenge, prevent or prohibit Teranga or its entities to proceed with, make or maintain the Varied Offer to take up and pay for the Oromin Shares under the Offer, or to complete any Compulsory Acquisition or any Subsequent Acquisition Transaction;(iv)
      seeking to obtain from Teranga, Oromin or its entities any material damages, directly or indirectly, in connection with the Varied Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction;(v)
      seeking to prohibit or limit the ownership or operation by Teranga of any portion of the business or assets of Oromin, OJVG, or Société des Mines de Golouma S.A, including the interest in the OJVG Golouma Gold Project, or to compel Teranga, Oromin or any of their entities to dispose of or hold separate any portion of the business or assets of Oromin, OJVG, or Société des Mines de Golouma S.A., as a result of the Varied Offer (or any Compulsory Acquisition or Subsequent Acquisition Transaction);(vi)
      which may represent a materially adverse change in the mining or tax Laws (or the administration thereof) in Senegal; or(vii)
      seeking a right of first refusal, right of first offer or similar right by Bendon or Badr, or a prohibition, on or in respect of, the transfer of Oromin's indirect interest in the OJVG and/or the OJVG Golouma Gold Project, and/or prohibition on the transfer of the Oromin Shares. (g)
      Teranga shall have determined in its reasonable good faith judgment that (i) neither Oromin nor any of its entities shall have taken or proposed to take any action, or disclosed any previously undisclosed action or intention to take any action, and no other person shall have taken or proposed to take any action, that would result in an Oromin Material Adverse Effect, and (ii) there shall not exist and shall not have occurred any condition, event, circumstance, change, effect, development, occurrence or state of facts that was not publicly disclosed as at the date of the Offer or otherwise disclosed by Oromin to Teranga as of the date of this Agreement that would constitute or that would result in an Oromin Material Adverse Effect, in each case unless the same is acceptable to Teranga in its reasonable good faith judgment; E-601
      - 13 - (h)
      Teranga shall have determined in its reasonable good faith judgment that (i) no right, franchise, concession, permit, lease or licence of Oromin, OJVG, Société des Mines de Golouma S.A. or any of their respective entities has been or would be impaired or otherwise adversely affected, or threatened to be impaired or adversely affected, whether as a result of the making of the Varied Offer, the taking up and paying for Deposited Oromin Shares, the completion of any Compulsory Acquisition or any Subsequent Acquisition Transaction or otherwise and (ii) no covenant, term or condition exists in any contract, agreement, indenture or other instrument that was not publicly disclosed as at the date of the Varied Offer and to which Oromin, OJVG, Société des Mines de Golouma S.A. or any of their respective entities is a party or to which they or any of their properties or assets are subject, which in the case of either (i) or (ii) would make it inadvisable for Teranga to proceed with the Offer or with taking up and paying for the Deposited Oromin Shares or completing any Compulsory Acquisition or any Subsequent Acquisition Transaction, in each case unless the same is acceptable to Teranga in its reasonable good faith judgment; and(i)
      Teranga shall not have become aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings), in any document filed by or on behalf of Oromin with any securities regulatory authority in Canada or elsewhere that would in the aggregate have an Oromin Material Adverse Effect, in each case unless the same is acceptable to Teranga in its reasonable good faith judgment; The foregoing conditions are for the sole benefit of Teranga and may be asserted by Teranga during the pendency of the Varied Offer in its sole discretion at any time. Subject to Sections 1.3(g) and (h) of the Support Agreement for so long as it is in full force and effect, Teranga may waive any of the foregoing conditions (other than those involving receipt of required governmental approvals, which must be satisfied) in whole or in part at any time and from time to time during the pendency of the Varied Offer in its sole discretion, without prejudice to any other rights which Teranga may have. The failure by Teranga at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and other circumstances will not be deemed a waiver with respect to any other facts and circumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time by Teranga during the pendency of the Varied Offer. Subject to Sections 1.3(g) and (h) of the Support Agreement for so long as it is in full force and effect, if Teranga waives a condition, it will extend the expiration date of the Varied Offer so that the Varied Offer will remain open for at least 10 days following the waiver. All conditions to the Varied Offer must be satisfied or waived prior to taking up, purchasing or paying for the Oromin Shares. E-602
      - 14 - Any waiver of a condition or the withdrawal of the Varied Offer will be effective upon written notice or other communication confirmed in writing by Teranga to that effect to the Depositary at its principal office in Toronto, Ontario. Forthwith after giving any such notice, Teranga will make a public announcement of such waiver or withdrawal, will cause the Depositary, if required by applicable Laws, as soon as practicable thereafter to communicate such notice to all Shareholders in the manner set forth below in Section 10 of the Offer to Purchase, “Notice and Delivery” and will provide a copy of such notice to the TSX. Any notice of waiver will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Toronto, Ontario. In the event of any waiver, all Deposited Oromin Shares not taken up or withdrawn will remain subject to the Varied Offer and may be accepted for purchase by Teranga in accordance with the terms of the Varied Offer. If the Varied Offer is withdrawn, Teranga will not be obligated to take up or pay for any Deposited Oromin Shares and the Depositary will promptly return all Deposited Oromin Shares in accordance with Section 8 of the Offer to Purchase, “Return of Deposited Oromin Shares”. E-603
      SCHEDULE “E” Oromin Lands Oromin is leasing office space from OMERS Realty Corporation (“OMERS”), Guiness Tower Holdings Ltd. (“Guiness”) and 2073393 Ontario Inc. pursuant to an assignment of lease agreement dated March 23, 2009 among OMERS, Guiness, 2073393 Ontario Inc., Madison Minerals Inc. (“Madison”) and Oromin. The assignment of lease was with respect to an original lease agreement dated August 21, 2007 among OMERS, Guiness, 2073393 Ontario Inc. and Madison. The lease was further extended pursuant to an agreement dated July 16, 2012. Oromin also has leases of an office and a guesthouse in Dakar, Senegal through agreements dated November 4, 2010 with Kerim Fatime Djallabie. OJVG Concessions, OJVG Exploration Properties and OJVG Lands List of Exploration Properties OJVG Gold Project (Golouma Property) OJVG Concessions and OJVG Lands OJVG holds the entire interest in the OJVG Concessions and OJVG Lands subject to a 10% carried interest held by the Republic of Senegal through its interest in SOMIGOL. Pursuant to the Mining Convention (as amended) between the Republic of Senegal and Oromin Joint Venture Group Ltd., the Republic of Senegal carries a 10% interest in SOMIGOL. The Republic of Senegal has a right to offer up to an additional 25% interest in SOMIGOL to Senegalese nationals. In addition, OJVG is obligated to pay 3% royalties to the State of Senegal as required under the Senegal Mining Code. Agreements or Documents Pursuant to Which OJVG Holds an Interest in OJVG Concessions and OJVG Lands 1.
      The mining convention dated February 17, 2005 between the Government of Senegal and Oromin Explorations Ltd.2.
      Decree no. 2010-83 by the Government of Senegal granting Oromin Joint Venture Group Ltd. a mining concession for a period of fifteen years.3.
      Rider #1 to the Mining Convention dated March 28, 2011 between the Government of Senegal and Oromin Joint Venture Group Ltd. E-604
      - 2 - 4.
      Rider #2 to the Mining Convention dated September 23, 2011 between the Government of Senegal and Oromin Joint Venture Group Ltd. E-605
      TERANGA GOLD CORPORATION  and  OROMIN EXPLORATIONS LTD. **** **** ARRANGEMENT AGREEMENTAUGUST 27, 2013
  E-606
      TABLE OF CONTENTS ARTICLE 1 INTERPRETATION Section 1.1

   Defined Terms.

   2Section 1.2

   Certain Rules of Interpretation.

   4Section 1.3

   Schedules

   5
 ARTICLE 2 THE ARRANGEMENT Section 2.1

   Arrangement

   5Section 2.2

   Interim Order

   6Section 2.3

   The Meeting

   6Section 2.4

   The Circular

   6Section 2.5

   Final Order

   7Section 2.6

   Court Proceedings

   7Section 2.7

   Effective Date

   7
 ARTICLE 3 COVENANTS Section 3.1

   Regarding the Arrangement

   7
 ARTICLE 4 CONDITIONS Section 4.1

   Mutual Conditions Precedent

   8Section 4.2

   Additional Conditions Precedent to the Obligations of Teranga

   8Section 4.3

   Additional Conditions Precedent to the Obligations of the Company

   9Section 4.4

   Satisfaction of Conditions

   9
 ARTICLE 5TERM AND TERMINATION Section 5.1

   Term

   9Section 5.2

   Termination

   9Section 5.3

   Effect of Termination/Survival

   10
  ARTICLE 6 GENERAL PROVISIONS Section 6.1

   Amendments

   10Section 6.2

   Notices

   10Section 6.3

   Waiver.

   11Section 6.4

   Entire Agreement

   11Section 6.5

   Successors and Assigns.

   11Section 6.6

   Severability.

   11
 E-607 ( i )
      Section 6.7

   Further Assurances

   12Section 6.8

   No Third Party Beneficiaries

   12Section 6.9

   Time of Essence

   12Section 6.10

   Governing Law

   12Section 6.11

   Rules of Construction.

   12Section 6.12

   Language

   12Section 6.13

   Counterparts

   12
 SCHEDULES Schedule A

   PLAN OF ARRANGEMENTSchedule B

   ARRANGEMENT RESOLUTION
  E-608 ( ii )
      ARRANGEMENT AGREEMENT THIS AGREEMENTis made as of August 27,2013, B E T W E E N: OROMIN EXPLORATIONS LTD.,a corporation existing under the laws of British Columbia (the “Company”) - and - TERANGA GOLD CORPORATION, a corporation incorporated under the laws of Canada (“Teranga”) WHEREASTeranga made a formal offer to acquire all of the issued and outstanding common shares of the Company (the “Common Shares”) by way of a take-over bid circular dated June 19, 2013, as varied, amended and supplemented by a notice of change, variation and extension dated July 26, 2013 (collectively, the “Offer”); AND WHEREASafter taking up and paying for all Common Shares deposited to the Offer, Teranga held approximately 72.63% of the outstanding Common Shares; AND WHEREASTeranga and the Company entered into a support agreement dated July 22, 2013 in connection with the Offer, which provided that, among other things, Teranga would following the completion of the Offer use commercially reasonable efforts to acquire the balance of the Common Shares not deposited to the Offer; AND WHEREASTeranga has therefore proposed to acquire all Common Shares not validly deposited to the Offer by way of plan of arrangement involving the Company and Teranga. NOW THEREFORE,in consideration of the covenants and agreements herein contained, the Parties agree as follows: E-609
      - 2 - ARTICLE 1 INTERPRETATION Section 1.1

   Defined Terms.
 As used in this Agreement, the following terms have the following meanings: “Agreement”means this arrangement agreement. “Arrangement” means an arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and Teranga, each acting reasonably. “Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B. “ASX” means the Australian Securities Exchange. “BCBCA” means the Business Corporations Act(British Columbia). “Board” means the board of directors of the Company. “Business Day”means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in the City of Toronto, Canada or Vancouver, British Columbia. “Circular” means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement. “Common Shares” has the meaning ascribed thereto in the recitals. “Company” means Oromin Explorations Ltd. “Constating Documents” means articles of incorporation, amalgamation, or continuation, as applicable, by-laws or notice of articles and all amendments to such articles or by-laws. “Court” means the Supreme Court of British Columbia or other court as applicable. “Depositary” means Kingsdale Shareholder Services Inc. E-610
      - 3 - “Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement. “Effective Date” the date agreed to by the Company and Teranga in writing as the effective date of the Arrangement after all of the conditions precedent to the completion of the Arrangement as set out in the Arrangement Agreement have been satisfied or waived, and the Company and Teranga shall execute a certificate confirming the Effective Date. “Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date. “Final Order” means the final order of the Court in a form acceptable to the Company and Teranga, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and Teranga, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and Teranga, each acting reasonably) on appeal. “Governmental Entity”means (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board, or authority of any of the foregoing, (c) any self-regulatory authority or any stock exchange, or (d) any quasi governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing. “Interim Order” means the interim order of the Court in a form acceptable to the Company and Teranga, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Company and Teranga, each acting reasonably. “Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended. “Meeting” means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider E-611
      - 4 - the Arrangement Resolution and for any other purpose as may be set out in the Circular. “MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactionsof the Canadian Securities Administrators. “Teranga”means Teranga Gold Corporation. “Teranga Shares”means the common shares in the capital of Teranga. “Parties”means the Company and Teranga and “Party” means any one of them. “Person”includes an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status. “Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with Section 6.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and Teranga, each acting reasonably. “Required Approval” has the meaning specified in Section 2.2(2). “Shareholders”means the registered or beneficial holders of the Common Shares, as the context requires. “Subsidiary” has the meaning specified in National Instrument 45-106 - Prospectus and Registration Exemptionsas in effect on the date of this Agreement. “TSX”means the Toronto Stock Exchange. Section 1.2

   Certain Rules of Interpretation.
 In this Agreement, unless otherwise specified: (1)

   Headings, etc.The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.(2)

   Gender and Number.Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.(3)

   Certain Phrases and References, etc.The words “including”, “includes”and “include”mean “including (or includes or include) without limitation,”and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means E-612
      - 5 - “the aggregate (or total or sum), without duplication, of.”Unless stated otherwise,“Article”, “Section”, and “Schedule”followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. (4)

   Capitalized Terms.All capitalized terms used in any Schedule have the meanings ascribed to them in this Agreement.(5)

   Statutes.Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.(6)

   Computation of Time.A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day.(7)

   Time References.References to time are to local time, Toronto, Ontario.(8)

   Subsidiaries.To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of the Company, each such provision shall be construed as a covenant by the Company to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.(9)

   Consent. If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent. Section 1.3

   Schedules.
 The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it. ARTICLE 2 THE ARRANGEMENT Section 2.1

   Arrangement
 The Company and Teranga agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement. E-613
      - 6 - Section 2.2

   Interim Order
 As soon as reasonably practicable after the date of this Agreement, the Company shall apply in a manner reasonably acceptable to Teranga pursuant to Section 288 of the BCBCA and, in cooperation with Teranga, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (1)

   for the class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided;(2)

   that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be two-thirds of the votes cast at the Meeting in person or by proxy by Shareholders and a majority of the votes cast at the Meeting in person or by proxy by Shareholders in accordance with the minority approval requirements of MI 61- 101;(3)

   that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting;(4)

   for the grant of the Dissent Rights to those Shareholders who are registered Shareholders;(5)

   for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and(6)

   that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court. Section 2.3

   The Meeting
 The Company shall convene and conduct the Meeting in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as reasonably practicable. Section 2.4

   The Circular
  (1)

   The Company shall promptly prepare and complete, in consultation with Teranga, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law.(2)

   The Company shall ensure that the Circular complies in all material respects with E-614
      - 7 - Law, and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Section 2.5

   Final Order
 Subject to the terms and conditions hereof, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Part 9 of Division 5 of the BCBCA. Section 2.6

   Court Proceedings
 In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (1)

   diligently pursue, and cooperate with Teranga in diligently pursuing, the Interim Order and the Final Order; and(2)

   oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, Teranga. Section 2.7

   Effective Date
  (1)

   The Company and Teranga may amend the Plan of Arrangement from time to time upon the mutual agreement of the Parties, provided that no such amendment is inconsistent with the Interim Order or the Final Order or is prejudicial to the Shareholders or other Persons to be bound by the Plan of Arrangement.(2)

   The Arrangement shall be effective at the Effective Time on the Effective Date.(3)

   The closing of the Arrangement will take place at the offices of Stikeman Elliott LLP, 5300 Commerce Court, 199 Bay Street, Toronto, Ontario, or at such other location as may be agreed upon by the Parties. ARTICLE 3 COVENANTS Section 3.1

   Regarding the Arrangement. Each of the Parties covenants and agrees that it shall use its best efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate the Arrangement as soon as practicable, including: (1)

   carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements imposed by Law on it or its Subsidiaries E-615
      - 8 - with respect to this Agreement or the Arrangement; and (2)

   not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement ARTICLE 4 CONDITIONS Section 4.1

   Mutual Conditions Precedent
 The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties: (1)

   Required Approval.The Required Approval has been obtained and the Arrangement Resolution has been adopted by the Shareholders at the Meeting in accordance with the Interim Order.(2)

   Interim and Final Order.The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or Teranga, each acting reasonably, on appeal or otherwise.(3)

   Illegality.No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or Teranga from consummating the Arrangement.(4)

   Dissent Rights.Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Common Shares.(5)

   TSX and ASX Listing.The Teranga Shares issuable to Shareholders pursuant to the Arrangement and the Plan of Arrangement shall have been approved for listing on the TSX and ASX, respectively, subject only to satisfaction of customary listing conditions, and the TSX and ASX shall have consented to and approved the terms of the transactions contemplated herein and in the Plan of Arrangement, if and to the extent required. Section 4.2

   Additional Conditions Precedent to the Obligations of Teranga
 Teranga is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of Teranga and may only be waived, in whole or in part, by Teranga in its sole discretion: E-616
    - 9 - (1)

   Performance of Covenants. The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time.(2)

   No Legal Action.There is no action or proceeding pending or threatened by any Person (other than Teranga) in any jurisdiction that is reasonably likely to: (a)

   cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, Teranga’s ability to acquire, hold, or exercise full rights of ownership over, any Common Shares, including the right to vote the Common Shares;(b)

   prohibit or restrict the Arrangement, or the ownership or operation by Teranga of the business or assets of Teranga, the Company or any of its Subsidiaries, or compel Teranga to dispose of or hold separate any material portion of the business or assets of Teranga, the Company or any of its Subsidiaries as a result of the Arrangement; Section 4.3

   Additional Conditions Precedent to the Obligations of the Company
 The Company is not required to complete the Arrangement unless the following condition is satisfied on or before the Effective Time, which condition is for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion: (1)

   Performance of Covenants.Teranga has fulfilled or complied in all material respects with each of the covenants of Teranga contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time. Section 4.4

   Satisfaction of Conditions
 The conditions precedent set out in Section 4.1, Section 4.2 and Section 4.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time. ARTICLE 5TERM AND TERMINATION Section 5.1

   Term
 This Agreement shall be effective from the date hereof until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms. Section 5.2

   Termination
 This Agreement may be terminated prior to the Effective Time by the mutual written E-617
      - 10 - agreement of the Parties. Section 5.3

   Effect of Termination/Survival
 If this Agreement is terminated pursuant to Section 5.1 or Section 5.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement. ARTICLE 6 GENERAL PROVISIONS Section 6.1

   Amendments ,
 (1)

   change the time for performance of any of the obligations or acts of the Parties;(2)

   modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;(3)

   modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or(4)

   modify any mutual conditions contained in this Agreement. Section 6.2

   Notices
 Any notice, or other communication given regarding the matters contemplated by this Agreement (must be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and addressed: (a)

   to the Company at:Oromin Explorations Ltd.2000 – 1055 West Hastings StreetVancouver, British Columbia V6E 2E9Attention: David SavarieFacsimile: (416) 594-0088with a copy
  E-618
      - 11 - (b)

   to Teranga at:Teranga Gold Corporation121 King Street West, Suite 2600Toronto, Ontario M5H 3T9Attention: Richard YoungFacsimile: (416) 594-0088
 Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. Section 6.3

   Waiver.
 No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right. Section 6.4

   Entire Agreement.
 This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. Section 6.5

  Successors and Assigns.
  (1)

   This Agreement becomes effective only when executed by the Company and Teranga. After that time, it will be binding upon and enure to the benefit of the Company, Teranga and their respective successors.(2)

   Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party. Section 6.6

   Severability.
 If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or E-619
      - 12 - incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible. Section 6.7

   Further Assurances
 The Parties shall do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Parties as may be reasonably necessary or desirable to effect the purposes and intents of this Agreement and carry out its provisions, whether before or after the Effective Time. Section 6.8

   No Third Party Beneficiaries
 This Agreement is not intended to confer on any person other than the Parties any rights or remedies. Section 6.9

   Time of Essence
 Time shall be of the essence of this Agreement. Section 6.10

   Governing Law.
 This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. Section 6.11

   Rules of Construction.
 The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document. Section 6.12

   Language.
 The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement. Section 6.13

   Counterparts.
 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same instrument. The Parties may rely on copies of this Agreement which are delivered by telecopier or electronic mail as if such copies were originals. [Remainder of page intentionally left blank. Signature pages follow.] E-620
      IN WITNESS WHEREOFthe Parties have executed this Arrangement Agreement. OROMIN EXPLORATIONS LTD.By:

   “David Savarie”Authorized Signing OfficerTERANGA GOLD CORPORATIONBy:

   “Navin Dyal”Authorized Signing Officer
  E-621
      SCHEDULE A PLAN OF ARRANGEMENT   E-622
      SCHEDULE B ARRANGEMENT RESOLUTION BE IT RESOLVED THAT: (1)

   The arrangement (the “Arrangement”) under Section 288 of the Business Corporations Act(the “BCBCA”) involving Oromin Explorations Ltd., a corporation existing under the laws of British Columbia (the “Company”), as more particularly described and set forth in the management proxy circular (the “Circular”) of the Company accompanying the notice of this meeting, and as it may be amended, modified or supplemented in accordance with the arrangement agreement dated August 27, 2013 between the Company and Teranga Gold Corporation (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”), is authorized, approved and adopted.(2)

   The plan of arrangement (the “Plan of Arrangement”), as it may be amended, modified or supplemented in accordance with its terms and the Arrangement Agreement, the full text of which is set out in Schedule A to the Circular, is authorized, approved and adopted.(3)

   The Arrangement Agreement and related transactions, the actions of the directors of the Company in approving the Arrangement, and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto are ratified and approved.(4)

   The Company is authorized to apply for a final order from the Supreme Court of British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).(5)

   Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company are authorized and empowered to, without notice to or approval of the shareholders of the Company, amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby and, subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.(6)

   Any officer or director of the Company is authorized and directed for and on behalf of  the Company to execute or cause to be executed and to deliver or cause to be delivered all such agreements, applications, forms, waivers, notices, certificates, confirmations and other documents and instruments and to perform or cause to be E-623
      performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution, the matters authorized thereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.  E-624
      AMENDING AGREEMENT THIS AGREEMENTis made as of August 29,2013 between OROMIN EXPLORATIONS LTD.,a corporation existing under the laws of British Columbia (the “Company”) and TERANGA GOLD CORPORATION, a corporation incorporated under the laws of Canada (“Teranga”). WHEREASthe Company and Teranga are parties to an arrangement agreement, dated August 27, 2013 (the “Arrangement Agreement”) and now wish to amend the Arrangement Agreement as set forth herein. NOW THEREFORE,in consideration of the covenants and agreements herein contained, the Company and Teranga agree as follows: 1.
      Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Arrangement Agreement.2.
      The words “Section 2.3(e)” in the definition of “Amalco” in Section 1.1 of the Plan of Arrangement appended to the Arrangement Agreement as Schedule A (the “Plan of Arrangement“) are deleted in their entirety and replaced with the words “Section 2.3(d)”.3.
      The definition of “Teranga Replacement Option” in Section 1.1 of the Plan of Arrangement is deleted in its entirety.4.
      Section 2.3 of the Plan of Arrangement is deleted in its entirely and replaced with the following: 2.3
      Arrangement Commencing at the Effective Time, except as noted below, the following shall occur and shall be deemed to occur in the following order, without any further act or formality: (a)
      all Common Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all Liens) to the Company; and (i)
      such Dissenting Shareholders shall cease to be the holders of such Common Shares and cease to have any rights as Shareholders other than the right to be paid the fair value for such Common Shares as set out in Article 4;(ii)

      such Dissenting Shareholder shall cease to be a Shareholder, and the name of such Dissenting Shareholder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Company; and E-625
      - 2 - (iii)
      such transferred Common Shares will then be deemed to be redeemed and cancelled by the Company; (b)
      subject to Section 3.3, each outstanding Common Share (other than those held by Dissenting Shareholders) shall be deemed to be assigned and transferred (free and clear of all Liens) to Teranga in exchange for the Consideration;(c)
      the replacement stock options that were issued by Teranga under the Roll-over Stock Option Agreements shall be deemed to have been issued under the Teranga Stock Option Plan, in accordance with the terms of the Roll-over Stock Option Agreements, without any further action of the parties to the Roll-over Stock Option Agreements or the Company;(d)
      Oromin and NewCo will merge and continue as one company (“Amalco”) with the same effect as if they had amalgamated under Section 273 of the BCBCA and with effect under Section 282 of the BCBCA; and(e)
      from and after the Effective Date, at the time of the step contemplated in Section 2.3(d): (i)
      the shares of NewCo shall be cancelled on the amalgamation without any repayment of capital in respect of such shares;(ii)
      the stated capital of the Amalco common shares will be an amount equal to the “paid-up capital”, as that term is defined in the Tax Act, attributable to the Common Shares immediately prior to the Amalgamation; and(iii)
      Amalco shall have, as its notice of articles and articles, the notice of articles and articles of the Company. 5.
      Except as expressly amended herein, all other terms and conditions of the Arrangement Agreement and the Plan of Arrangement shall remain in full force and effect.6.
      This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. E-626
      - 3 - This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same instrument. The Parties may rely on copies of this Agreement which are delivered by telecopier or electronic mail as if such copies were originals. IN WITNESS WHEREOFthe Parties have executed this Arrangement Agreement. OROMIN EXPLORATIONS LTD.By:
        “David Savarie”Authorized Signing OfficerTERANGA GOLD CORPORATIONBy:
        “Navin Dyal”Authorized Signing Officer
 E-627
      OROMIN EXPLORATIONS LTD. CODE OF BUSINESS CONDUCT AND ETHICS [updated February 2013] Objective & Scope This Code of Business Conduct and Ethics (the “Code”) embodies the commitment of Oromin Explorations Ltd. and its subsidiaries (collectively, in this Code, the “Company”), and is intended to document the principles of conduct and ethics to be followed by the directors, officers, employees and Designated Consultants of the Company (collectively, in this Code, the “Employees”). Its purpose is to: 1.
      promote integrity and deter wrongdoing;2.
      promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;3.
      promote avoidance of conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;4.
      promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, securities regulatory authorities and in other public communications made by the Company;5.
      promote compliance with applicable governmental laws, rules and regulations;6.
      promote and provide a mechanism for the prompt internal reporting to an appropriate person of departures from this Code;7.
      promote accountability for adherence to this Code;8.
      provide guidance to Employees to help them recognize and deal with ethical issues; and9.
      help foster a culture of integrity, honesty and accountability throughout the Company. The Company will expect all Employees to comply and act in accordance, at all times, with the principles stated above and the more detailed provisions following below. Departures from this Code by an Employee will be grounds for disciplinary action up to and including, without limitation, termination of employment. As a prerequisite and condition of employment, all Employees must sign an acknowledgment by which they agree to adhere to the Code, which is provided to each new Employee prior to his or her start date, and, annually thereafter if requested by the Company, or at such other intervals as the Company may require, sign a further acknowledgment that they have continued to adhere to the Code since last signing such an acknowledgment. Basic Obligations Under the Company’s ethical standards, Employees share certain responsibilities. It is each Employee’s responsibility to: (i) become familiar with and conduct the Company’s business in compliance with applicable laws and this Code; (ii) treat all Employees, security holders of the Company, customers, business partners, suppliers and competitors in an honest and fair manner; (iii) avoid situations where the Employee’s personal interests are, or appear to be, in conflict with the Company’s interests; and (iv) safeguard and properly use the Company’s proprietary and confidential information, assets, resources and opportunities, as well as those of the Company’s business partners. E-628
      Conflicts of Interest An Employee should not engage in any activity, practice or act which conflicts with the best interests of the Company or its business partners. A conflict of interest occurs when an Employee places or finds himself/herself in a position where his or her private interests conflict with the best interests of the Company or have an adverse affect on the Employee’s motivation or the proper performance of his or her job. Examples of such conflicts could include, but are not limited to: Accepting outside employment with, or accepting personal payments from, any organization which does business with the Company or is a competitor of the Company.Accepting or giving gifts of more than modest value to or from customers, business partners or suppliers of the Company.Competing with the Company for the purchase or sale of property, services or other interests or taking personal advantage of an opportunity in which the Company has an interest.Having, or immediate family members having, a financial interest in an entity which does business with the Company.Having an interest in a transaction involving the Company or a customer, business partner or supplier (not including routine investments in publicly traded companies). Employees must not place themselves or remain in a position in which the Employee’s private interests conflict with the interests of the Company. If the Company determines that an Employee’s outside work interferes with the Employee’s performance or his or her ability to meet the requirements of the Company, as they are modified from time to time, the Employee may be asked to terminate the outside work if he or she wishes to remain employed by the Company. To protect the interests of both an Employee and the Company, any activity that involves a potential or apparent conflict of interest may be undertaken only after disclosure to the Company by the Employee and review and approval by the appropriate level of management. If a director or “executive officer”1of the Company determines that he or she has a conflict of interest in connection with the operations of the Company, such director or executive officer will immediately disclose the conflict to the board of directors of the Company (the “Board”) and will otherwise follow the procedures and remedies as set out in the Business Corporations Act(British Columbia). Confidentiality Concerning Corporate Affairs Employees must preserve and protect the confidentiality of information entrusted to them by the Company or its customers, business partners and suppliers and which they come into contact with in the course of their employment, except when disclosing information which is expressly approved by an Employee with authority to give such approval or such disclosure is legally mandated. Confidential information encompasses proprietary information which is not in the public domain and which, if disclosed, could be of use to competitors or could harm the Company, its Employees or its customers, business partners or suppliers. Employees must also not use or disclose to the Company any proprietary information or trade secrets of any former employer or other person or entity with whom obligations of confidentiality exist. Similarly, an Employee’s obligation to protect confidential information continues after he or she leaves the Company. E-629 ____________________1An “executive officer” is an individual who is (a) a chair, vice-chair or president; (b) a vice-president in charge of a principal business unit, division or function including sales, finance or production; or (c) performing a policy-making function in respect of the Company.
      Disclosure Policy The Company is committed to providing timely, consistent and credible dissemination of information, consistent with disclosure requirements under applicable securities laws. The Company has implemented a Disclosure Policy, the goal of which is to raise awareness of the Company’s approach to disclosure among Employees and those authorized to speak on behalf of the Company. The Disclosure Policy extends to all Employees and those authorized to speak on the Company’s behalf. It covers disclosure in documents the Company disseminates to the public and files with securities regulatory authorities, written statements made in the Company’s annual and quarterly reports, news releases, material change reports, letters to shareholders, presentations by senior management, information contained on the Company’s website and other electronic communications. It also extends to oral statements made in meetings and telephone conversations with members of the investment community (which includes analysts, investors, investment dealers, brokers, investment advisers and investment managers), interviews with the media as well as speeches and conference calls. As a prerequisite and condition of employment, all Employees must sign an acknowledgment by which they agree to adhere to the Company’s Disclosure Policy, which is provided to each new Employee prior to his or her start date. Accuracy of Records The Company is required to record and report all internal and external financial records in compliance with Canadian generally accepted accounting principles. Therefore, Employees are responsible for ensuring the accuracy of all books and records within their control and complying with all of the Company’s policies and internal controls. All of the Company’s information must be reported accurately, whether in internal personnel, safety, or other records or in information the Company releases to the public or files with government agencies. Compliance with All Laws, Rules and Regulations The Company is committed to compliance with all applicable laws, rules, and regulations, including those applicable to the Company’s securities and those promulgated by any stock exchange on which the Company’s securities are listed. International Operations and Business Practices Employees operating outside of Canada have a special responsibility to know and obey laws and regulations of countries where they act for the Company and to conduct themselves in accordance with local business practices. The Company recognizes that laws, regulations, business practices and customs vary throughout the world and that, in certain cases, may be different from laws, regulations, business practices and customs in Canada. The Company and its Employees shall comply with applicable laws relating to foreign corrupt practices. Corruption of Foreign Public Officials Act (Canada)(“CFPOA”) The CFPOA is a Canadian federal law which the Company takes very seriously and which Employees are specifically bound to understand and comply with. A copy of the CFPOA is attached to this Code as Schedule “B”. Schedule “A” to this Code, the Receipt and Acknowledgment, makes specific reference to the CFPOA and requires Employees to certify that they have read, understood and complied with the CFPOA. E-630
      Health and Safety The Company is committed to making its work environment safe, secure and healthy for its Employees and others. The Company will comply with all applicable laws, rules and regulations relating to safety and health in the workplace, and expects each Employee to promote a positive working environment for all and to consult and comply with all of the Company’s rules regarding workplace conduct and safety. Employees should immediately report any unsafe or hazardous conditions or materials, any injuries or accidents and any activity that compromises corporate security to a senior officer of the Company. Employees must not work under the influence of any substances that would impair the safety of others. All threats or acts of physical violence or intimidation are prohibited. Respect for Employees The Company’s employment decisions will be based on reasons related to its business, such as job performance and individual skills and talents. The Company will adhere to all national, provincial or other local employment laws. The Company will not discriminate, within the meaning of applicable laws, on the basis of race, color, religion, sex, national origin, disability or age. Abusive or Harassing Conduct Prohibited Abusive or harassing conduct by an Employee towards others, such as unwelcome sexual advances, comments based on ethnicity, religion or race, other non-business, personal comments or conduct that makes others uncomfortable in their employment is prohibited. The Company encourages and expects an Employee to report abusive, harassing or other inappropriate conduct to management as soon as it occurs. Privacy The Company, and companies and individuals authorized by the Company, collect and maintain personal information that relates to an Employee’s employment, including compensation, medical and benefit information. The Company follows procedures to protect information wherever it is stored or processed, and access to an Employee’s personal information is restricted. Personal information will only be released to outside parties in accordance with the Company’s policies and applicable legal requirements. Employees who have access to personal information must ensure that personal information is not disclosed in violation of the Company’s policies or practices. Raising Concerns and Reporting Departures from this Code It is the responsibility of all Employees to understand and comply with this Code. If an Employee observes or becomes aware of an actual or potential departure from this Code, or of any actual or potential violation of any law or regulation, whether committed by an Employee or others, it is his or her responsibility to report the circumstances as outlined herein and to cooperate with any investigation by the Company. This Code is designed to provide an atmosphere of open communication for compliance issues and to ensure that Employees acting in good faith have the means to report actual or potential departures from this Code. For assistance with compliance matters and to report actual or potential departures from this Code, an Employee should contact an officer of the Company. An Employee may also submit reports of departures from this Code in writing on a confidential basis to the chair of the Audit Committee in an envelope labelled with a legend such as “To be opened by the Audit Committee only, being submitted pursuant to the Code of Business Conduct and Ethics”. An Employee may submit such confidential envelopes directly or via an officer of the Company, who will pass it on forthwith to the chair of the Audit Committee. Officers and directors who become aware of any departure from this Code should promptly report such to the chair of the Audit Committee openly or confidentially (in the manner described above). E-631
      Following the receipt of any report of a departure from this Code the Audit Committee will investigate each matter so reported and take corrective disciplinary actions, if appropriate, up to and including termination of employment. There will be no reprisals against an Employee for good faith reporting of a departure from this Code. Disclosure of Departures from this Code Any conduct by a director or executive officer which constitutes a material departure from the Code may constitute a “material change”.2Upon becoming aware of a material departure from the Code by a director or executive officer that the Company has determined does constitute a material change, the Company will comply with all applicable laws, rules, and regulations relating to the disclosure of a material change, including those promulgated by any stock exchange on which the Company’s securities are listed. Such disclosure will include, among other things, the date of the departure(s), the party(ies) involved in the departure(s), the reason why the Board has or has not sanctioned the departure(s) and any measures the Board has taken to address or remedy the departure(s). Policy Against Retaliation The Company prohibits any Employee from retaliating or taking adverse action against anyone for raising suspected departures from the Code or other conduct violations or helping to resolve a conduct concern. Any individual who has been found to have engaged in retaliation against an Employee for raising, in good faith, a departure from this Code or a conduct concern or for participating in the investigation of such a departure or concern may be subject to discipline, up to and including termination of employment or other business relationship. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible as provided for under the heading “Raising Concerns and Reporting Departures from this Code”. Relationship to Other Policies All of the Company’s policies are applicable to all Employees, including the “whistleblower” protection provided under the heading “Policy Against Retaliation”. Directors will find additional guidance in the Company’s “Operating Guidelines for the Board of Directors” and “Guidelines for Individual Directors”. If a director is also a member of a committee of the board of directors, reference should be made to the particular committee’s mandate. In the event of any conflict between such policies and this Code, the terms of this Code will govern. Waivers and Amendments Only the Board may waive application of or amend any provision of this Code. A request for a waiver of application of this Code should be submitted in writing to the chair of the Board for consideration by the Board. The Company will promptly disclose to investors all substantive amendments to this Code, as well as all waivers of this Code granted to directors or officers in accordance with applicable laws and regulations. No Rights Created This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company’s business. It is not intended to, and does not in any way, constitute an employment contract or an assurance of continued employment or create any rights in any Employee, customer, business partner, supplier, competitor, shareholder or other person or entity. E-632 ____________________2As such term is defined in National Instrument 51-102 Continuous Disclosure Obligations.
      SCHEDULE “A” TO THE OROMIN EXPLORATIONS LTD. CODE OF BUSINESS CONDUCT AND ETHICS RECEIPT AND ACKNOWLEDGEMENT I, __________________________________________, (Print Name)hereby acknowledge that I have received and read a copy of the “Code of Business Conduct and Ethics” of Oromin Explorations Ltd. (the “Company”), agree to comply with its terms, and have complied with its terms since last signing a Receipt and Acknowledgment to the Code of Business Conduct and Ethics. I understand that violation of insider trading or tipping laws or regulations may subject me to severe civil and/or criminal penalties, and that violation of the terms of the above-noted policy may subject me to discipline by the Company up to and including termination. I further acknowledge that I have received, read and understood the Corruption of Foreign Public Officials Act (Canada) (“CFPOA”) attached hereto as Schedule “B” and that I have complied with the CFPOA since last signing a Receipt and Acknowledgment to the Code of Business Conduct and Ethics. I understand that violation of the CFPOA may subject me and/or the Company to severe civil and/or criminal penalties, and that violation of the terms of the above-noted policy may subject me to discipline by the Company up to and including termination. Signature
        
        Date
 E-633
      SCHEDULE “B” TO THE OROMIN EXPLORATIONS LTD. CODE OF BUSINESS CONDUCT AND ETHICS CONSOLIDATION Corruption of Foreign Public Officials Act S.C. 1998, c. 34 Current to February 6, 2013 Published by the Minister of Justice at the following address: http://laws-lois.justice.gc.ca E-634
      OFFICIAL STATUS OF CONSOLIDATIONS Subsection 31(1) and (2) of the Legislation revision and Consolidation Act,in force on June 1, 2009, provide as follows:Published consolidation is evidence
        
        31.(1) Every copy of a consolidated statute or consolidated regulation published by the Minister under this Act in either print or electronic form is evidence of that statute or regulation and of its contents and every copy purporting to be published by the Minister is deemed to be so published, unless the contrary is shown.Inconsistencies in Acts
        
        (2) In the event of an inconsistency between a consolidated statute published by the Minister under this Act and the original statute or a subsequent amendment as certified by the Clerk of Parliaments under the Publication of Statutes Act,the original statute or amendment prevails to the extent of the inconsistency.NOTEThis consolidation is current to February 6, 2013. Any amendments that were not in force as of February 6, 2013 are set out at the end of this document under the heading “Amendments Not in Force”.
 E-635
      TABLE OF PROVISIONS Section
        
        PageAn Act respecting the corruption of foreign public officials and the implementation of the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and to make related amendments to other ActsSHORT TITLE
        11
        Short title
        1INTERPRETATION
        12
        Definitions
        1GENERAL
        23
        Bribing a foreign public official
        2RELATED AMENDMENTS
        3CONDITIONAL AMENDMENT
        3ANNUAL REPORT
        312
        Annual Report
        3COMING INTO FORCE
        4*13
        Coming into force
        4
 E-636
      S.C. 1998, c. 34 An Act respecting the corruption of foreign public officials and the implementation of the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and to make related amendments to other Acts. [Assented to 10thDecember 1998] Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: SHORT TITLEShort title
        
        1.This Act may be cited as the Corruption of Foreign Public Officials Act.INTERPRETATIONDefinitions
          “business”
          « affaires »
          “foreign public official”
        « agent public étranger»
        
        2.The definitions in this section apply in this Act.
          “business” means any business, profession, trade, calling, manufacture or undertaking of any kind carried on in Canada or elsewhere for profit.
          “foreign public official” means
          (a) a person who holds a legislative, administrative or judicial position of a foreign state;
          (b) a person who performs public duties or functions for a foreign state, commission, corporation or other body or authority that is established to perform a duty or function on behalf of the foreign state, or is performing such a duty or function; and
          (c) an official or agent of a public international organization that is formed by two or more states or governments, or by two or more such public international organizations.“foreign state”
          « État étranger»
        
        “foreign state” means a country other than Canada, and includes
          (a) Any political subdivision of that country;(b) The government, and any department of branch, of that country or of a political subdivision of that country; and(c) Any agency of that country or of a political subdivision of that country.
 E-637
      “peace officer”
          « agent de la paix»
        
        “peace officer” means a peace officer as defined in section 2 of the Criminal Code.“person”
          « quiconque»
        
        “person” means a person as defined in section 2 of the Criminal Code.GENERALBribing a Foreign public official
        
        3.(1) Every person commits an offence who, in order to obtain or retain an advantage in the course of business, directly or indirectly gives, offers or agrees to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a foreign public official
          (a) as consideration for an act or omission by the official in connection with the performance of the official’s duties or functions; or(b) to induce the official to use his or her position to influence any acts or decisions of the foreign state or public international organization for which the official performs duties or functions.Punishment
        
        (2) Every person who contravenes subsection (1) is guilty of an indictable offence and liable to imprisonment for a term not exceeding five years.Saving provision
        
        (3) No person is guilty of an offence under subsection (1) if the loan, reward, advantage or benefit
          (a) is permitted or required under the laws of the foreign state or public international organization for which the foreign public official performs duties or functions; or(b) was made to pay the reasonable expenses incurred in good faith by or on behalf of the foreign public official that are directly related to
          (i) the promotion, demonstration or explanation of the person’s products and services, or
          (ii) the execution or performance of a contract between the person and the foreign state for which the official performs duties or functions.Facilitation payments
        
        (4) For the purpose of subsection (1), a payment is not a loan, reward, advantage or benefit to obtain or retain an advantage in the course of business, if it is made to expedite or secure the performance by a foreign public official of any act of a routine nature that is part of the foreign public official’s duties or functions, including
 E-638
      (a)the issuance of a permit, licence or other document to qualify a person to do business;
        (b)the processing of official documents, such as visas and work permits;
        (c)the provision of services normally offered to the public, such as mail pick up and delivery, telecommunication services and power and water supply; and
        (d)the provision of services normally provided as required, such as police protection, loading and unloading of cargo, the protection of perishable products or commodities from deterioration or the scheduling of inspections related to contract performance or transit of goods.Greater Certainty
      
      (5) For greater certainty, an “act of a routine nature” does not include a decision to award new business or to continue business with a particular party, including a decision on the terms of that business, or encouraging another person to make any such decision.4. to 7.[Repealed, 2001, c. 32, s. 58]RELATED AMENDMENTS8. to 10.[Amendments]CONDITIONAL AMENDMENT11.[Amendment]ANNUAL REPORTAnnual Report
      
      12.Within four months of the end of each fiscal year, the Minister of Foreign Affairs, the Minister for International Trade and the Minister of Justice and Attorney General of Canada shall jointly prepare a report on the implementation of the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and on the enforcement of this Act, and the Minister of Foreign Affairs shall cause a copy of the report to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after the report is completed.COMING INTO FORCEComing into force
      
      13.This Act or any of its provisions comes into force on a day or days to be fixed by order of the Governor in Council.
        * [Note: Act in force February 14, 1999, see SI/99-13.]  E-639
      WHISTLEBLOWER POLICY Oromin is committed to the excellent standards of integrity, ethics, personal and corporate responsibility and adherence to laws and regulations that govern our business. These aspects of corporate governance are essential to Oromin's long-term success and critical to the effective, efficient and prudent operation of the Company. As part of its Corporate Governance practices, Oromin has a process called the Whistleblower Policy that allows employees throughout the organization to report any unethical or illegal activity without fear of reprisal from their fellow employees, supervisor or other Company officials. Illegal activities include but are not limited to fraud, theft, accounting irregularities and bribery. This webpage sets out and constitutes Oromin’s Whistleblower Policy. Oromin’s Code of Business Conduct and Ethics (“the Code”) is distributed to its employees to ensure that each employee understands and agrees with Oromin’s commitment to a culture of honesty, integrity and accountability. The Code together with this Whistleblower Policy is available on Oromin’s website (www.oromin.com) in the “Corporate” section. The Code provides the guidelines for employee behavior and establishes the basis for open communication. It has been written and distributed to ensure that employees acting in good faith have the means to report actual or potential violations. The Company expects all employees, officers and directors to adhere to the Code, other internal policies and guidelines of the Company, and all laws and regulations that apply to the Company’s business. If an employee observes or becomes aware of any actual or potential violation of the Code or any law or regulation, that he or she believes is not being properly addressed by his or her supervisor or management of Oromin, it is their responsibility to report the circumstances to Oromin’s Chairman of the Audit Committee as outlined below. It is this Chairman’s responsibility to investigate any potential violation and report, to management or the Board of Directors based on his judgment, on the investigation. As per the Code’s principles, there will be no reprisals against employees, officers or directors for reporting violations. While all individuals are encouraged to identify themselves to facilitate a thorough and confidential investigation, they are not required to do so and may make a report anonymously. All reports will be treated as confidential to the maximum extent possible, and only revealed on a need-to-know basis or as required by law. Employees are invited to use any of the following options to contact Oromin’s Chairman of the Audit Committee should they observe a violation of our Code of Business Conduct and Ethics or a law or regulation that the employee believes has not been properly complied with or about which corrective action has not been taken. The Chairman of the Audit Committee is Robert Brennan. He may be reached by confidential communication as follows: Email:
        robert.brennan@cbre.comTelephone:
        + 312 935 1058
        [North America Central Time Zone]Address:
        311 South Wacker Drive, Suite 400Chicago, IL 60606 U.S.A.Marked:
        Private & Confidential
 This page last updated February 27, 2013 . E-640