OceanaGold Closes Subscription Receipt Offering and Private Placement

On March 4, 2010, OceanaGold Corporation (TSX:OGC) (ASX:OGC) (NZSE:OGC) closed its previously announced subscription receipt offering, issuing 31,164,001 subscription receipts of the company (which includes subscription receipts issued upon the exercise in full of the over-allotment option) at a price of $2.05 for aggregate gross proceeds of approximately $63,886,200.

The offering was led by Macquarie Capital Markets Canada Ltd. as part of a syndicate of underwriters that also included BMO Nesbitt Burns Inc. and Thomas Weisel Partners Canada Inc.

Each subscription receipt entitles the holder to receive, without payment of additional consideration or further action, one common share of the company as approved by the shareholders of the company at a special meeting held on March 25, 2010. The subscription receipts have been listed on the Toronto Stock Exchange and commenced trading on March 4 under the ticker (TSX:OGC.R).

OceanaGold also recently completed a conditional placement of 10,949,648 ASX-listed Chess Depository Interests (CDIs), at a price of A$2.18 per CDI (the Australian dollar equivalent of $2.05). The private placement was led by Macquarie Capital Advisers Limited.

The issue of the CDIs was also approved by shareholders at the special meeting referred to above.
The gross proceeds under the offering and private placement will be approximately $86.3 million.

The company intends to use the proceeds of the offering and the private placement to fund the restructuring of the company's existing gold hedging facilities. The remainder of the net proceeds (if any) is expected to be used by the company for other working capital requirements and/or general corporate purposes.

OceanaGold was advised in these two transactions by Fasken Martineau DuMoulin LLP with a team that included Georald Ingborg, Benjamin Lee and Caroline Clapham (securities and mining).

The underwriters were represented by Cassels Brock & Blackwell LLP with a team that included Mark Bennett and Chad Accursi (securities and mining); Nancy Choi and Alexander Pizale (securities); Ken Snider (tax) and Jason Arbuck (financial services).

Lawyer(s)

Chad Accursi Benjamin H. Lee Georald Ingborg Mark T. Bennett Nancy Choi Alexander Pizale Caroline E. Clapham