Agreement to Acquire Waihi Gold Mine Operations

OGC Signs Definitive Acquisition Agreement with Newmont Mining to Acquire Waihi Gold Mine Operations in New Zealand

5 June 2015

(MELBOURNE) OceanaGold Corporation (TSX/ASX/NZX: OGC) (“OceanaGold”) is pleased to announce that further to the announcement on 30 April 2015, it has signed a definitive acquisition agreement with Newmont Mining Corporation (“Newmont”) to acquire Newmont’s Waihi Gold Mine (“Waihi”) in New Zealand for US$101 million in cash plus customary adjustments. Newmont will also retain a 1% Net Smelter Royalty for gold ounces produced from one specific exploration tenement separate to the mine capped at 300,000 ounces of production.

Mick Wilkes, Managing Director and CEO commented, “We are pleased to announce this significant milestone and excited to integrate the Waihi operations and its experienced workforce into OceanaGold. Waihi represents a unique opportunity for us to acquire a high-quality asset that has demonstrated the propensity to extend mine life for more than two decades in what is still a very prospective, high-quality goldfield.” He added, “This proposed acquisition is accretive to shareholders, grows our production profile and importantly will further reduce our industry leading All-In Sustaining Cost (AISC) profile.”

Financing

OceanaGold has received final credit approved commitments to increase its corporate revolving credit facility to a total of US$225 million. The new facility has competitive financial terms and maintains standard corporate debt covenants.
OceanaGold will fund the purchase price from existing cash and the increased corporate revolving credit facility. As at 31 March 2015, OceanaGold had cash of US$59.6 million and had drawn US$77.8 million from its existing corporate revolving credit facility.

Timeline

Under the proposed acquisition, and subject to legal closing occurring, OceanaGold will have the economic benefit of the asset with effect from 1 July 2015.
The proposed acquisition is subject to New Zealand regulatory conditions, with expected legal closing in the third quarter of 2015.

Advisors

With respect to the proposed transaction, Citigroup Global Markets Australia Pty Limited is serving as financial advisor and Anderson Lloyd is serving as legal advisor to OceanaGold.

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About OceanaGold

OceanaGold Corporation is a significant multinational gold producer with mines located on the South Island of New Zealand and in the Philippines. The Company’s assets encompass New Zealand’s largest gold mining operation at the Macraes goldfield in Otago which is made up of the Macraes Open Pit and the Frasers Underground mines. Additionally, on the west coast of the South Island, the Company operates the Reefton Open Pit mine. OceanaGold’s Didipio Mine in Northern Luzon, Philippines commenced commercial production on 1 April 2013 and is expected to produce 100,000 ounces of gold and 14,000 tonnes of copper per year on average over the next 15 years. In 2015, the Company expects to produce 295,000 to 335,000 ounces of gold from the combined New Zealand (ex-Waihi) and Didipio operations and 21,000 to 23,000 tonnes of copper from the Didipio operation.
OceanaGold is listed on the Toronto, Australian and New Zealand stock exchanges under the symbol OGC.

Cautionary Statement for Public Release

Certain information contained in this public release, including any information relating to the Company’s future financial or operating performance may be deemed “forward-looking” within the meaning of applicable securities laws. Forward-looking statements and information relate to future performance and reflect the Company’s expectations regarding the future growth, results of operations, business prospects and opportunities of OceanaGold Corporation and its related subsidiaries. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements such as production forecasts are subject to a variety of risks and uncertainties which could cause actual events, performance, achievements or results to differ materially from those expressed in the forward-looking statements. They include, among others, the accuracy of mineral reserve and resource estimates and related assumptions, inherent operating risks and those risk factors identified in the Company’s most recent Annual Information Form prepared and filed with securities regulators which is available on SEDAR at www.sedar.comunder the Company’s name. There are no assurances the Company can fulfil forward-looking statements. Such forward-looking statements are only predictions based on current information available to management as of the date that such predictions are made; actual events or results may differ materially as a result of risks facing the Company, some of which are beyond the Company's control. Some of these risks and uncertainties include: general economic and market factors (including changes in global, national or regional financial credit, currency or securities markets); changes or developments in global, national or regional political conditions (including any act of terrorism or war); changes in laws (including tax laws) and changes in GAAP or regulatory accounting requirements; fluctuations in the price of gold; inability to obtain required consents, permits or approvals; and other risk factors as outlines in the Company’s annual and interim filings. Readers are cautioned that the foregoing list of factors is not exhaustive. Although the Company believes that any forward-looking information contained in this press release is based on reasonable assumptions, readers cannot be assured that actual outcomes or results will be consistent with such statements. Accordingly, readers should not place undue reliance on forward-looking statements and information. The Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except as required by applicable securities laws. All forward looking information contained in this public release is qualified by this Cautionary Statement. The information contained in this release is not investment or financial product advice.

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