SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Oromin Explorations Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

687082

(CUSIP Number of Class of Securities)

David Savarie

Vice President, General Counsel and Corporate Secretary

Teranga Gold Corporation

121 King Street

Suite 2600

Toronto, Ontario, M5H 3T9

Canada

(416) 607-4475

with a copy to:

Mark L. Mandel, Esq.

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

(212) 530-5026

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 2, 2013

(Date of Event which Requires Filing Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 687082

(1)	NAMES OF REPORTING PERSONS Teranga Gold Corporation
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
(3)	SEC USE ONLY
(4)	SOURCE OF FUNDS     OO
(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  ¨
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION     Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(7)	SOLE VOTING POWER     18,699,500
		(8)	SHARED VOTING POWER     None
		(9)	SOLE DISPOSITIVE POWER     18,699,500
		(10)	SHARED DISPOSITIVE POWER     None
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     18,699,500
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  x1
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     13.69%2
(14)	TYPE OF REPORTING PERSON     CO

¹  This filing does not reflect any Common Shares (as defined herein) that may be deemed to be beneficially owned by the Shareholder (as defined herein), and the Reporting Person disclaims being a member of a group with the Shareholder and disclaims beneficial ownership of the Common Shares beneficially owned by the Shareholder.

²  Based on Form 6-K filed on March 6, 2013 by the Issuer, as of November 30, 2013, there were 136,563,218 Common Shares outstanding.

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This Amendment No. 1 (this “Amendment”) amends the Schedule 13D filed by Teranga Gold Corporation, a corporation incorporated under the laws of Canada (the “Reporting Person”), with the Securities and Exchange Commission (the “SEC”) on December 8, 2010 (as so amended, the “Schedule 13D”), and is being filed by the Reporting Person with respect to the common shares (the “Common Shares”) of Oromin Explorations Ltd., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Issuer”). Capitalized terms used herein and not defined shall have the meaning attributed to them in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 is supplemented as follows:

On June 3, 2013, the Reporting Person issued a press release announcing its intent to make an offer to acquire all of the outstanding Common Shares that it does not already own (as currently intended, the “Offer”). The proposed Offer would constitute 80,000,000 common shares of the Reporting Person (“Teranga Shares”) being offered to Issuer shareholders, including the Reporting Person’s interest in the Issuer. Pursuant to the proposed Offer, Issuer shareholders would receive 0.582 of a Teranga Share for each Common Share held. In addition to customary conditions, the press release stated that the proposed Offer is expected to be conditional upon not less than 66 ²/₃% of the Common Shares (including Common Shares owned by the Reporting Person as if they were deposited) and a majority of the minority (excluding the Common Shares owned by the Reporting Person), being validly deposited under the proposed Offer and not withdrawn, approval of the shareholders of the Reporting Person for the Teranga Shares to be issued under the proposed Offer, obtaining all required governmental, stock exchange, and regulatory approvals, no material adverse change occurring in the Issuer, and the Shareholders Agreement for the Oromin Joint Venture Group Ltd. (“OJVG”) being in the form filed as at the date hereof with the Canadian securities regulatory authorities on Sedar. The press release also indicated that if sufficient Common Shares are validly deposited under the proposed Offer and not withdrawn, the Reporting Person intends, but is not required, to take the appropriate steps either by way of compulsory acquisition or subsequent acquisition transaction to acquire the remaining outstanding Common Shares.

In connection with the proposed Offer, the Reporting Person and IAMGOLD Corporation (the “Shareholder”) entered into a lock-up agreement, dated as of June 2, 2013 (the “Lock-up Agreement”), pursuant to which the Shareholder has agreed to tender its 16,088,636 Common Shares, representing approximately 11.7% of the outstanding Common Shares, to the proposed Offer. The Common Shares subject to the Lock-up Agreement combined with the Common Shares already owned by the Reporting Person represent approximately 25.3% of the outstanding Common Shares. The Lock-up Agreement may be terminated by the Shareholder to support a superior proposal if and only if a bona fide offer is made by a third party for all of the Common Shares (an “Alternative Proposal”), the board of directors of the Issuer have determined and publicly announce that such Alternative Proposal is a superior proposal to the proposed Offer, and the Reporting Person has not increased its Offer to provide for at least equivalent consideration in value to the Alternative Proposal within 5 business days.

The foregoing summaries of the press release and the Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to Exhibit 99.1 and Exhibit 99.2, respectively, each of which are incorporated herein by reference.

As previously disclosed in the Schedule 13D, the Reporting Person has held its Common Shares for investment purposes with the intention of evaluating its investment in the Issuer on a continuing basis, including, reserving its rights to, from time to time, increase or decrease its holdings of the Issuer’s securities, depending on market conditions and other relevant factors. In this regard and as disclosed in the press release, the following discussions, which were exploratory in nature, previously occurred:

• The Issuer owns a 43.5% interest in the OJVG which owns a mining license adjacent to the Reporting Person’s operating Sabodala gold mine. Bendon International Ltd (“Bendon”) and Badr Investment & Finance Company (“Badr”) own the remaining 43.5% and 13% of the OJVG, respectively. The OJVG property is located directly adjacent to the Sabodala mine license with current Proven and Probable Reserves of 2.34 million ounces (28 MT grading 2.59 g/t Au) as set out in the OJVG 43–101 Report (as defined in the press release).

• The Reporting Person was in the advanced stages of negotiation with the Issuer, Bendon and Badr to purchase the OJVG in December 2011, subject to the waiver of the Republic of Senegal’s option to acquire 25% of the Senegalese subsidiary holding the mining concession of OJVG; however, such waiver could not be obtained at that time.

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• Following the signing of an agreement in principle with the Republic of Senegal on April 2, 2013, the Reporting Person approached the OJVG shareholders, and on May 17, 2013, the Reporting Person made an offer to the OJVG for similar share consideration as in the original offer which was agreed to in December 2011. Bendon rejected the offer as it did not satisfy their requirements for cash consideration.

• On May 24, 2013, the Reporting Person provided the Issuer with an offer to purchase all of the outstanding Common Shares for the same consideration as under the proposed Offer, subject to conditions similar to those described herein and in the press release, as well as confirmatory due diligence. The Issuer declined to grant the Reporting Person due diligence access on terms acceptable to the Reporting Person or to engage with the Reporting Person in respect of such offer, which expired on May 31, 2013. Now that its intention to make the proposed Offer has been announced, the Reporting Person intends to approach the Issuer to see whether a negotiated transaction among the parties can be achieved.

Except as otherwise set forth in this Item 4, the Reporting Person currently has no plans or proposals of the type that would be required to be disclosed pursuant to this Item 4, although the Reporting Person may from time to time consider pursuing or proposing any or all of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) – (b) The information set forth on the cover page of this Schedule 13D is incorporated herein by reference.

In addition, as described in Item 4 of this Schedule 13D, the Reporting Person and the Shareholder entered into the Lock-up Agreement pursuant to which the Shareholder has agreed to tender its 16,088,636 Common Shares, representing approximately 11.7% of the outstanding Common Shares, in the proposed Offer. Notwithstanding the foregoing, the Reporting Person disclaims being a member of a group with the Shareholder and also disclaims beneficial ownership of the Common Shares beneficially owned by the Shareholder.

(c) – (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as otherwise described in Item 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Accordingly, the information disclosed in Item 4 above is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

Exhibit	Description
99.1	Press release, dated June 3, 2103.
99.2	Lock-up Agreement, dated June 2, 2013, between the Reporting Person and the Shareholder.

Additional Information

Full details of the proposed Offer are expected to be set out in the formal offer and take-over bid circular, which is expected to be mailed to Issuer shareholders by mid June 2013 and filed with applicable securities regulators, a copy of which is expected to be available at www.sedar.com. The Reporting Person expects to make a formal request for the list of Issuer shareholders from the Issuer and expects to mail the offer and circular to Issuer shareholders as soon as reasonably practicable following the receipt of such shareholder list.

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This Amendment and the Exhibits hereto do not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of the Reporting Person or the Issuer (including in any state where the proposed Offer is not permitted). The proposed Offer may only be made pursuant to a formal offer and take-over bid circular filed with the securities regulatory authorities in Canada and pursuant to registration or qualification under the securities laws of any other such jurisdiction. Accordingly, the Reporting Person may not complete the proposed Offer and issue any securities until, among other things, the registration statement filed with the SEC is effective.

In connection with the proposed transaction, the Reporting Person also intends to file relevant materials with the SEC, including one or more registration statements that contain a prospectus. U.S. investors and U.S. security holders are urged to read these documents (if and when they become available) and any other relevant documents filed by the Reporting Person with the SEC, as well as any amendments or supplements to these documents because they will contain important information. U.S. investors and U.S. security holders may obtain these documents free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by the Reporting Person can be obtained free of charge by directing such request to the Reporting Person’s Information Agent, or at the Reporting Person’s website at www.terangagold.com. Such documents are not currently available. U.S. investors and U.S. security holders are urged to read the prospectus and the other relevant materials when they become available before making any investment decision with respect to the proposed transaction.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL REPORTING STANDARDS

The Reporting Person prepares its disclosure in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Terms relating to mineral resources and mineral reserves in this Amendment and the press release are defined in accordance with NI 43–101. The SEC permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. The Reporting Person uses certain terms, such as, “measured mineral resources”, “indicated mineral resources”, “inferred mineral resources” and “probable mineral reserves”, that the SEC does not recognize.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

Dated: June 3, 2013

TERANGA GOLD CORPORATION
By:	/s/ David Savarie
Name:	David Savarie
Title:	Vice President, General Counsel and Corporate Secretary

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS

OF THE REPORTING PERSON

The business address of the respective directors and executive officers of the Reporting Person set forth below is 121 King Street, Suite 2600, Toronto, Ontario, M5H 3T9, Canada.

To the knowledge of the Reporting Person, none of its directors or executive officers is subject to any criminal or civil proceedings of the type described in Item 2(d) or (e) of the Schedule 13D. Each of the respective directors and executive officers of the Reporting Person is a citizen of Canada.

Name	Office Held at Reporting Person	Common Shares Beneficially Owned
Alan R. Hill	Executive Chairman	Nil
Christopher R. Lattanzi	Director	Nil
Oliver Lennox-King	Director	Nil
Alan R. Thomas	Director	Nil
Frank Wheatley	Director	Nil
Jeff Williams	Director	Nil
Richard S. Young	President and Chief Financial Officer	Nil
Navin Dyal	Vice President and Chief Financial Officer	Nil
Kathy Sipos	Vice President, Investor and Stakeholder Relations	Nil
David Savarie	Vice President, General Counsel and Corporate Secretary	Nil
Paul Chawrun	Vice President, Technical Services	Nil
Mark English	Vice President, Sabodala Operations	Nil
Macoumba Diop	General Manager and Government Relations Manager	Nil

EX-99.1

Exhibit 99.1

TERANGA GOLD CORPORATION 2600 – 121 King Street West Toronto ~ Ontario ~ M5H 3T9 ~ Canada T: 416-594-0000 F: 416-594-0088 E: investor@terangagold.com www.terangagold.com

PRESS RELEASE

For Immediate Release

TSX Trading Symbol: TGZ

ASX Trading Symbol: TGZ

Teranga Announces Intention to Make Offer to Acquire

Oromin Explorations Ltd.

Toronto, Canada: June 3, 2013 – Teranga Gold Corporation (“Teranga”) (TSX and ASX:TGZ) announces that it intends to make an offer (the “Offer”) to acquire all of the outstanding common shares (“Oromin Shares”) of Oromin Explorations Ltd. (“Oromin”) that it does not already own. The proposed Offer would constitute 80,000,000 Teranga common shares (“Teranga Shares”) being offered to Oromin shareholders, including Teranga’s interest in Oromin.

Pursuant to the proposed Offer, Oromin shareholders would receive 0.582 of a Teranga Share for each Oromin Share held. The proposed Offer would represent a premium of 50% to the 20-day volume-weighted average price (“VWAP”) of the Oromin Shares on the Toronto Stock Exchange (the “TSX”) for the period ending May 31, 2013 (based on the 20-day VWAP of the Teranga Shares on the TSX for the same period) and a premium of 68.7% to the closing price of the Oromin Shares on the TSX on May 31, 2013 (based on the closing price of the Teranga Shares on the TSX on the same date).

Teranga currently owns 18,699,500 Oromin Shares, representing approximately 13.6% of the outstanding Oromin Shares. IAMGOLD Corporation has entered into a lock-up agreement with Teranga pursuant to which it has agreed to tender its 16,088,636 Oromin Shares, representing approximately 11.7% of the outstanding Oromin Shares, to the proposed Offer. Together, this represents approximately 25.3% of the outstanding Oromin Shares.

“Our Offer provides Oromin shareholders with significant and immediate value for their shares, and the opportunity to participate in the development of the OJVG deposits.” said Alan R. Hill Executive Chairman of Teranga.

“The combination of Teranga and Oromin would result in a combined company that is expected to have increased production from Teranga’s interest in the OJVG’s open pit reserves, higher earnings and higher free cash flow per share,” said Richard Young, President and CEO of Teranga.

Benefits to Oromin Shareholders

In addition to a significant and immediate premium for their Oromin Shares, shareholders of Oromin would be expected to realize the following benefits from the proposed Offer:

• The proposed Offer would provide Oromin shareholders with an interest in a producing gold company with an operating mill within trucking distance of the Oromin Joint Venture Group Ltd. (“OJVG”) deposits.

• Teranga would acquire Oromin’s 43.5% interest in the OJVG and Teranga intends to expeditiously work with the other OJVG partners to develop the OJVG deposits.

• Oromin shareholders would benefit from ongoing participation in the development of, and production from, the OJVG deposits.

• The proposed Offer would remove the risk to Oromin shareholders from Oromin’s immediate near-term liquidity issues and long-term need for significant capital expenditures to advance the OJVG Project.

• Improved trading liquidity.

• Opportunity to own shares of a gold company that is 100% hedge free and has the financial capacity to develop the OJVG deposits from free operating cash flow.

Benefits to Teranga Shareholders

The proposed Offer would result in the issuance of approximately 69.1 million Teranga Shares from treasury, which would increase the issued and outstanding Teranga Shares by approximately 28%. For this dilution, Teranga shareholders would be expected to indirectly realize the following benefits from the proposed Offer, as Teranga would have:

• A joint venture interest in OJVG’s open pit reserves of 1,445,000 ounces of gold¹.

• An ability to blend ores from multiple deposits which would be expected to enhance Teranga’s cost profile.

• The ability to leverage Sabodala’s existing mill, infrastructure and mobile equipment fleet through increased production from Teranga’s interest in the OJVG’s open pit reserves and anticipated toll milling opportunities that enhances financial metrics.

• Financial metrics to Teranga, on the basis of gold at $1,400 as follows:

• Full life free cash flow that is expected to increase by 50%;

• NAV that is expected to increase by 50%; and

• Earnings that are expected to increase by 300%.

These financial metrics are based on the following assumptions:

• Open pit proven and probable mineral reserves of the OJVG contained in the OJVG 43-101 Report.

• Operating cost assumptions based on Sabodala actual costs.

• No change in the operator of the OJVG, and mining, processing and site administrative costs charged to the OJVG based on actual costs plus on a nominal margin.

¹  Probable mineral reserves of 21,889,000 tonnes at a grade of 2.05 g/t (with an effective date of January 30, 2013 - NI 43-101 technical report entitled OJVG Golouma Gold Project Updated FS Technical Report, March 15, 2013, prepared for Oromin (the “OJVG 43-101 Report”).

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• Teranga charging the OJVG an equipment rental fee in line with Teranga’s depreciation cost per ounce and as a result OJVG would not be expected to incur any future capital costs.

• Teranga would charge OJVG a 5% corporate administration charge as the operator in respect of site direct costs, excluding royalties.

• Otherwise based on the terms and conditions regarding distributions contained in the OJVG shareholders agreement (as publicly filed on SEDAR).

Background to the Proposed Offer

• Oromin owns a 43.5% interest in the OJVG which owns a mining license adjacent to Teranga’s operating Sabodala gold mine. Bendon International Ltd (“Bendon”) and Badr Investment & Finance Company (“Badr”) own the remaining 43.5% and 13% of the OJVG, respectively. The OJVG property is located directly adjacent to the Sabodala mine license with current Proven and Probable Reserve of 2.34 million ounces (28 MT grading 2.59 g/t Au) as set out in the OJVG 43-101 Report.

• Teranga was in the advanced stages of negotiation with Oromin, Bendon and Badr to purchase the OJVG in December 2011, subject to the waiver of the Republic of Senegal’s option to acquire 25% of the Senegalese subsidiary holding the mining concession of OJVG, however, such waiver could not be obtained at that time.

• Since then, Teranga was working on a comprehensive agreement in principle with the Republic of Senegal that would provide for a price and formula to purchase the waiver of the Republic of Senegal’s additional participation right on deposits not currently on Teranga’s Mine License that would be processed through the Sabodala Mill.

• Following the signing of the agreement in principle with the Republic of Senegal on April 2, 2013, Teranga approached the OJVG shareholders, and on May 17, 2013 Teranga made an offer to the OJVG for similar share consideration as in the original offer which was agreed to in December 2011. Bendon rejected the offer as it did not satisfy their requirements for cash consideration.

• On May 24, 2013 Teranga provided Oromin with an offer to purchase all of the outstanding Oromin shares for the same consideration as under the proposed Offer, subject to conditions similar to those described herein, as well as confirmatory due diligence. Oromin declined to grant Teranga due diligence access on terms acceptable to Teranga or to engage with Teranga in respect of such offer, which expired on May 31, 2013.

• Teranga announced on May 31, 2013 that it had signed a global agreement with the Republic of Senegal embedding a formula to purchase the Republic of Senegal’s additional participation right, into its amended Mining Convention as well as Financial Settlement Agreements with the Republic of Senegal.

• With a 43.5% interest in the OJVG, Teranga intends to work with Bendon and Badr to develop the OJVG deposits and process its ore through Teranga’s Sabodala mill on a toll milling basis on terms and conditions to be determined.

• Teranga believes that its mill and related infrastructure and operating team can develop the OJVG deposits quicker, more efficiently and at significantly lower capital costs then Oromin or the OJVG can on a stand alone basis.

• Now that its intention to make the Offer has been announced, Teranga intends to approach Oromin to see whether a negotiated transaction among the parties can be achieved.

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Additional Details of the Proposed Offer

The making of the Offer will be contingent on there not being any pending or threatened legal action prohibiting or restricting it, Oromin not taking any preclusive defensive tactics, no material adverse change occurring in Oromin and Teranga not becoming aware of any material adverse information regarding Oromin that was not previously disclosed by Oromin.

Full details of the proposed Offer are expected to be set out in the formal offer and take-over bid circular, which is expected to be mailed to Oromin shareholders by mid June 2013 and filed with applicable securities regulators, a copy of which is expected to be available at www.sedar.com. Teranga expects to make a formal request for the list of Oromin shareholders from Oromin and expects to mail the offer and circular to Oromin shareholders as soon as reasonably practicable following the receipt of such shareholder list.

In addition to customary conditions, the proposed Offer is expected to be conditional upon not less than 66 ²/₃% of the Oromin Shares (including Oromin Shares owned by Teranga as if they were deposited) and a majority of the minority (excluding Oromin Shares owned by Teranga), being validly deposited under the Offer and not withdrawn, approval of the shareholders of Teranga for the Teranga Shares to be issued under the Offer, obtaining all required governmental, stock exchange, and regulatory approvals, no material adverse change occurring in Oromin, and the OJVG Shareholders Agreement being in the form filed as at the date hereof with the Canadian securities regulatory authorities on Sedar. If sufficient Oromin Shares are validly deposited under the Offer and not withdrawn, Teranga intends, but is not required, to take the appropriate steps either by way of compulsory acquisition or subsequent acquisition transaction to acquire the remaining outstanding Oromin Shares.

The lock-up agreement between IAMGOLD Corporation and Teranga may be terminated by IAMGOLD Corporation to support a superior proposal if and only if a bona fide offer is made by a third party for all of the Oromon Shares (an “Alternative Proposal”), the board of directors of Oromin have determined and publicly announce that such Alternative Proposal is a superior proposal to the Offer, and Teranga has not increased its Offer to provide for at least equivalent consideration in value to the Alternative Proposal within 5 business days.

Teranga has engaged Cormark Securities Inc. to act as financial advisor to Teranga in connection with the proposed Offer.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Teranga or Oromin (including in any state where the proposed Offer is not permitted). The proposed Offer may only be made pursuant to a formal offer and take-over bid circular filed with the securities regulatory authorities in Canada and pursuant to registration or qualification under the securities laws of any other such jurisdiction. Accordingly, Teranga may not complete the proposed Offer and issue any securities until, among other things, the registration statement filed with the United States Securities and Exchange Commission (the “SEC”) is effective.

In connection with the proposed transaction, Teranga also intends to file relevant materials with the SEC, including one or more registration statements that contain a prospectus. U.S. investors and U.S. securityholders are urged to read these documents (if and when they become available) and any other relevant documents filed by Teranga with the SEC, as well as any amendments or supplements to these documents because they will contain important information. U.S. Investors and U.S. security holders may obtain these documents free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by Teranga can be obtained free of charge by directing

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such request to Teranga’s Information Agent, or at Teranga’s website at www.terangagold.com. Such documents are not currently available. U.S. investors and U.S. security holders are urged to read the prospectus and the other relevant materials when they become available before making any investment decision with respect to the proposed transaction.

About TERANGA

Teranga is a Canadian-based gold company listed on the Toronto Stock Exchange (TSX: TGZ) and Australian Securities Exchange (ASX: TGZ). Teranga is principally engaged in the production and sale of gold, as well as related activities such as exploration and mine development.

Teranga’s mission is to create value for all of its stakeholders through responsible mining. Its vision is to explore, discover and develop gold mines in West Africa, in accordance with the highest international standards, and to be a catalyst for sustainable economic, environmental and community development. All of its actions from exploration, through development, operations and closure will be based on the best available techniques.

Qualified Persons and Competent Persons Statement

The technical information contained in this press release under the section “Benefits to Teranga Shareholders” is based on information compiled by Mr. Paul Chawrun P. Eng, using existing publicly available information provided by Oromin, including the NI 43-101 technical report entitled OJVG Golouma Gold Project Updated FS Technical Report, March 15, 2013, prepared for Oromin and available at www.oromin.com and at www.sedar.com. Mr. Chawrun is member of the Professional Engineers Ontario, which is currently included as a “Recognised Overseas Professional Organisation” in a list promulgated by the ASX from time to time.

Mr. Chawrun is a full-time employee of Teranga and is a “qualified person” as defined in NI 43-101 and a “competent person” as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Chawrun has sufficient experience relevant to the style of mineralization and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Chawrun has consented to the inclusion in the press release of the matters based on his compiled information in the form and context in which it appears.

Oromin’s disclosure of mineral reserve and mineral resource information is governed by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time by the CIM (“CIM Standards”). CIM definitions of the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, are substantially similar to the JORC Code corresponding definitions of the terms “ore reserve”, “proved ore reserve”, “probable ore reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, respectively. Estimates of mineral resources and mineral reserves prepared in accordance with the JORC Code would not be materially different if prepared in accordance with the CIM definitions applicable under NI 43-101. There can be no assurance that those portions of mineral resources that are not mineral reserves will ultimately be converted into mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL REPORTING STANDARDS

Teranga prepares its disclosure in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of US securities laws. Terms relating to mineral resources and mineral reserves in this press release are defined in accordance with NI 43-101. The SEC permits mining companies, in their filings with the SEC, to disclose only those mineral deposits

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that a company can economically and legally extract or produce. Teranga uses certain terms, such as, “measured mineral resources”, “indicated mineral resources”, “inferred mineral resources” and “probable mineral reserves”, that the SEC does not recognize.

For further information regarding the OJVG property, reference should be made to the NI 43-101 technical report entitled OJVG Golouma Gold Project Updated FS Technical Report, March 15, 2013, prepared for Oromin and available at www.oromin.com and at www.sedar.com.

Forward-Looking Statements

This news release contains certain statements that constitute forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”) and includes statements relating to the timing and the terms and benefits of the proposed Offer to be made. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Teranga, or developments in Teranga’s business or in its industry, or with respect to the proposed Offer to be made, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about, among other things, future economic conditions and courses of action, and assumptions related to government approvals, the co-operation of Bendon and Badr and anticipated costs and expenditures. The words “poised”, “gives”, “expect”, “its vision”, “plan”, “support”, “assist”, “commit to”, “will not”, “intend”, “intends to” and similar expressions identify forward looking statements. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Teranga cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. There is no guarantee that the terms and conditions to the proposed Offer to be made will be met or that the anticipated benefits of the proposed Offer to be made will be achieved. The risks and uncertainties that may affect forward-looking statements include, among others: economic market conditions, anticipated costs and expenditures, government approvals, co-operation of Bendon and Badr; and other risks detailed from time to time in Teranga’s filings with Canadian provincial securities regulators. Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions, and, except as required by law, Teranga does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Nothing in this news release should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities.

For further information please contact:

Kathy Sipos, Vice-President, Investor & Stakeholder Relations

T: +1 416-594-0000 | E: ksipos@terangagold.com

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EX-99.2

Exhibit 99.2

	121 King Street West, Suite 2600 Toronto, ON, Canada M5H 3T9 Main: +1 416 594 0000 Fax:    +1 416 594 0088 www.terangagold.com
June 2, 2013 IAMGOLD CORPORATION 401 Bay Street, Suite 3200
	Richard Young
	President & Chief Executive Officer
	Direct: +1 416 361-9686
	Email: ryoung@terangagold.com

Toronto, ON

M5H 2Y4

Ladies and Gentlemen:

Re: Agreement to Tender

Teranga Gold Corporation (“Teranga”) intends to acquire (the “Proposed Transaction”), pursuant to a take-over bid, all of the issued and outstanding common shares (the “Oromin Shares”) in the capital of Oromin Explorations Ltd. (“Oromin”) that it does not own. Under the Proposed Transaction, shareholders of Oromin are expected to receive 0.582 of a common share in the capital of Teranga for each Oromin Share (the “Offer”). Teranga agrees to make the Offer for 100% of the Oromin Shares that it does not own, on or before the tenth business day after the date of this agreement (“Agreement”). IAMGOLD Corporation (the “Shareholder”) is the beneficial owner of 16,088,636 Oromin Shares (the “Subject Securities”) and has agreed to enter into this Agreement in connection with the Proposed Transaction.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Teranga and the Shareholder (collectively, the “Parties”) agree as follows:

1. Agreement to Tender Subject Securities

(a) The Shareholder covenants and agrees that it shall accept the Offer and validly deposit and cause to be deposited and cause all acts and things to be done to deposit under the Offer all of the Subject Securities, together with a duly completed and executed letter of transmittal, on or before the 10^th business day after the date of the Offer is made, such date being 10 business days after the filing of the take-over bid circular on Sedar. Subject to Section 6, the Shareholder hereby agrees not to withdraw or take any action to withdraw any of the Subject Securities deposited under the Offer notwithstanding any statutory rights or other rights under the terms of the Offer or otherwise which it might have unless this Agreement is terminated in accordance with its terms prior to the taking up of the Subject Securities under the Offer.

(b) The Shareholder covenants to co-operate with Teranga in making all requisite regulatory filings.

(c) The Shareholder covenants that if Teranga proposes an alternative transaction, such as a plan arrangement or amalgamation (an “Alternative Transaction”), that if consummated would result in substantially the same economic benefit accruing to the Shareholder as would accrue under the Offer if it were to proceed, then the Shareholder agrees to co-operate in a reasonable fashion with Teranga, and to take all necessary steps, to support the Alternative Transaction and to vote all of the Subject Securities in favour of the Alternative Transaction.

2. No Sale, Transfer or Encumbrance; Additional Purchases

Except with the prior written consent of Teranga, the Shareholder agrees and covenants in favour of Teranga not to directly or indirectly option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith. The Shareholder agrees that any Oromin Shares purchased or acquired after the date of execution of this Agreement shall be subject to the terms of this Agreement to the same extent as if they constituted Subject Securities.

3. Representations, Warranties and Covenants of the Shareholder

(a) The Shareholder represents and warrants that: (a) it is the beneficial owner of the Subject Securities, and no other securities of Oromin; (b) it has the sole right to deposit the Subject Securities to the Offer and vote and dispose of the Subject Securities and will have the right to deposit the Subject Securities to the Offer and to vote and dispose of any subsequently acquired Oromin Shares; (c) none of the Subject Securities are subject to any voting or tender agreement (other than this Agreement) or adverse claim; (d) no person, firm, or corporation has any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Subject Securities, except for Teranga pursuant to this Agreement; (e) the Subject Securities to be acquired by Teranga from the Shareholder pursuant to the Offer will be acquired free and clear of any and all mortgages, liens, charges, encumbrances and adverse claims of or against the Shareholder and no security holder approvals are required in order to sell the Subject Securities to Teranga and (f) it has full power and authority to make, enter into and carry out the terms of this Agreement.

(b) The Shareholder acknowledges and agrees that Teranga may, in its sole discretion, modify or waive any term or condition of the Offer; provided that Teranga shall not, decrease the consideration per Oromin Share.

(c) The Shareholder agrees to notify Teranga of any proposal, inquiry or request that the Shareholder receives, or of which Shareholder becomes aware, regarding a change of control of Oromin.

(d) The Shareholder hereby confirms, covenants and agrees that it has no agreement, commitment or understanding with Teranga in respect of the Offer except as set out in this Agreement and hereby consents to and acknowledges that it will be treated as part of the minority for purposes of any minority approval requirement under Multilateral Instrument 61-101 (or successor provisions or equivalent provisions in other jurisdictions) in any regulatory or court proceedings.

(e) The Shareholder hereby agrees that it shall not, from the date hereof until the termination of this Agreement, except in accordance with the terms of this Agreement:

(i) acquire direct or indirect beneficial ownership or holding of or control or direction over any additional Oromin Shares;

(ii) in any manner, directly or indirectly, seek, or propose, initiate, support, induce, participate with or provide any encouragement or assistance to any other person with respect to or relating to any person seeking or attempting to seek or engage in any activity or act with respect to the effective control of Oromin, whether as a shareholder or otherwise, either alone or with any other person or persons;

(iii) solicit, or arrange or provide assistance to any other person to arrange for the solicitation of, purchases of or offers to sell Oromin Shares or act in concert or jointly with any other person for the purpose of acquiring Oromin Shares or the purpose of affecting the control of Oromin;

(iv) assist any person, entity or group in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Teranga in connection with the Proposed Transaction;

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(v) act jointly or in concert with others with respect to voting securities of Oromin for the purpose of opposing or competing with Teranga in connection with the Proposed Transaction; and

(vi) take any action to encourage or assist any other person to do any of the prohibited acts referred to in foregoing provisions of this Section 3.

4. Disclosure

The Shareholder agrees that the details of this Agreement may be set out in any press release, information circular or other communication of Teranga issued, made or given in connection with the Proposed Transaction and that this Agreement may be made publicly available on SEDAR or filed with the securities regulatory authorities in Canada, and otherwise to the extent required by law.

5. Termination.

This Agreement may be terminated by notice in writing:

(a) at any time by mutual consent of Teranga and the Shareholder;

(b) by the Shareholder if:

(i) Teranga has not taken up and paid for the Subject Securities by August 2, 2013 (for any reason other than the failure of the Shareholder to comply with the term of this Agreement.);

(ii) a Superior Proposal (as defined herein) is made and not matched pursuant to section 6 hereof;

(c) by Teranga if:

(i) the Shareholder has not complied with all of the covenants contained herein or if any representation or warranty of the Shareholder under this Agreement is untrue or incorrect in any material respect; or

(ii) any of the conditions to the Offer, as set out in the take-over bid circular to be mailed to shareholders of Oromin, are not satisfied or waived by Teranga;

provided, however, that any such termination shall not prejudice the rights of a party as a result of any breach by any other party of its obligations hereunder.

6. Superior Proposal

The Shareholder may withdraw the Subject Securities from the Offer if and only if a bona fide offer is made by a third party for all of the Oromin Shares (“Alternative Proposal”), which did not result from a breach of this Agreement, and all of the following conditions are satisfied (a “Superior Proposal”):

(i) The board of directors of Oromin have determined and publicly announce that such Alternative Proposal is a superior proposal to the Offer;

(ii) The Shareholder informs Teranga in writing of its intention to terminate this Agreement pursuant to this Section 6 (the “Notice”); and

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(iii) within five business days of the date of the Notice, Teranga has not increased its Offer to provide for consideration at least equivalent in value to the Alternative Proposal.

7. Miscellaneous.

(a) Each of the Parties agrees to execute such further and other deeds, documents and assurances and to do such further and other acts as may be necessary to carry out the true intent and meaning of this Agreement fully and effectually.

(b) It is understood and agreed that monetary damages would not be a sufficient remedy for any breach of this Agreement by the Shareholder. Without prejudice to the rights and remedies otherwise available to it, Teranga shall be entitled to equitable relief by way of injunction or otherwise if the Shareholder breaches, or threatens to breach, any of the provisions of this Agreement. Teranga shall not be required to obtain or furnish any bond or similar instrument in connection with or as a condition to obtaining or seeking any such remedy. Notwithstanding that damages may be readily quantifiable, the Shareholder agrees not to plead sufficiency of damages as a defense in any such proceeding and the Shareholder further agrees to not oppose Teranga in seeking or the granting of such relief.

(c) This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether oral or written, between the Parties relating to the same and all past courses of dealing or industry custom. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of the Parties. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, privilege or remedy that it has or may have hereunder operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise of any such right, power, privilege or remedy hereunder.

(d) This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement and waives any defences to the maintenance of an action in the Courts of the Province of Ontario. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(e) In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the Parties, and shall in no way be affected, impaired or invalidated. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same instrument.

[Signature Page Follows]

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Please confirm your agreement with the foregoing by signing a copy of this Agreement where indicated below and returning the same to the undersigned by facsimile or email.

Sincerely yours,

  TERANGA GOLD CORPORATION

  /s/ Richard Young

  Per: Authorized Signatory

Accepted and agreed to with effect from the 2^nd day of June, 2013.

IAMGOLD CORPORATION

  /s/ Paul Olmstead

  Per: Authorized Signatory

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