Oceanagold: Update on North American Listing

4 May 2007

Update on North American Listing

Scheme Meetings to be held on 8 June 2007

Oceana Gold Limited (ASX Code: “OGD”) is pleased to announce that the Supreme Court of Victoria has today set the date for meetings of OGD’s shareholders and listed optionholders to consider a proposal to restructure the Oceana group to allow for listing on the Toronto Stock Exchange. The meetings will be held on Friday 8 June 2007 commencing at 11.00am (Melbourne time) at The Westin, Executive Room 2, 205 Collins Street, Melbourne.

The proposed restructure will place a newly incorporated Canadian company, OceanaGold Corporation, as the holding company of the Oceana Group. If the restructure is approved, OceanaGold Corporation will apply to list on the Toronto Stock Exchange (“TSX”).

Schemes of arrangement

The restructure will be implemented through schemes of arrangement between OGD and the holders of its shares and listed options (“Schemes”). Through the Schemes, OGD shares and listed options will be exchanged for equivalent shares and listed options in OceanaGold Corporation.

As a result of the restructure, OGD will become a wholly owned subsidiary of OceanaGold Corporation and will cease to be listed in Australia and New Zealand. In its place, OceanaGold Corporation will apply to be listed on the Australian Stock Exchange (“ASX”) and the New Zealand Stock Exchange (“NZX”), in addition to its primary listing on the TSX.

As part of the Schemes, it is proposed to consolidate OGD’s issued capital on a 1 for 5 basis because Canadian market practice is to have a smaller number of higher value shares. This means that OGD shareholders will receive 1 OceanaGold Corporation share for every 5 OGD shares and OGD listed optionholders will receive 1 OceanaGold Corporation option for every 5 OGD listed options.
OGD shareholders will be able to elect to receive their OceanaGold Corporation shares as common shares traded on TSX or NZX or as CDIs (CHESS Depositary Instruments) traded on ASX. OGD listed optionholders will be able to elect to trade their OceanaGold Corporation options on ASX or NZX.

The Schemes are subject to the satisfaction of a number of conditions, including approval by OGD shareholders and listed optionholders and approval by the Supreme Court of Victoria.

The TSX listing will provide OceanaGold with exposure to a broader spectrum of investors which is expected to increase trading liquidity in the company’s shares. As such, the Directors of OGD believe that the proposed restructure and TSX listing are in the best interests of OGD’s shareholders and listed optionholders and recommend that they vote in favour of the restructure at the meetings on 8 June 2007.
Expected timetable
If the Schemes are approved on 8 June 2007, the expected timetable is:
15 June 2007 Court hearing for approval of the Schemes
18 June 2007 Effective date (the date when the Schemes become binding and the last day of trading in OGD securities)
19 June 2007 Listing of OceanaGold Corporation on ASX and NZX. Trading begins on ASX and NZX on a deferred settlement basis.
26 June 2007 Listing of OceanaGold Corporation on TSX. Trading begins on TSX.
29 June 2007 Despatch of holding statements and certificates.

All dates after the date of the Scheme Meetings are indicative and are subject to, among other things, the Court approval process and TSX, ASX and NZX approval. Any changes to the above timetable will be announced through ASX and NZX and notified on OGD’s website, www.oceanagold.com.
Capital Raising

In conjunction with listing on the TSX, it is proposed that OceanaGold Corporation undertakes a capital raising of approximately A$100 million. Shareholders will be asked to approve the proposed capital raising at a general meeting to be held immediately following the Scheme meetings.

Further information

Scheme documentation will be sent to shareholders and listed optionholders shortly and will also be available from OceanaGold’s website at www.oceanagold.com. The scheme documentation includes details of the Schemes, reports from an independent expert, notices of the Scheme meetings and notice of the general meeting to be held after the Scheme meetings.

ENDS-

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