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OceanaGold Closes Subscription Receipt Offering and Private Placement

Published: 03/04/2010

By Chad Accursi, Jason Arbuck, Mark T. Bennett, Nancy Choi, Alexander Pizale, Ken Snider

On March 4, 2010, OceanaGold Corporation closed an offering of 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 entitled the holder to receive, without payment of additional consideration or further action, one common share of the company upon satisfaction of certain release conditions as set forth in the final prospectus, which included the approval of the shareholders of the company at a special meeting held on March 25, 2010. On March 29, 2010, the escrow release conditions were satisfied, trading of the subscription receipts was halted and the outstanding subscription receipts were converted into shares.

OceanaGold also completed a concurrent placement of 10,949,648 ASX listed Chess Depository Interests (CDIs), at a price of A$2.18 per CDI (being the Australian dollar equivalent of $2.05). The private placement was led by Macquarie Capital Advisers Limited. The issue of the CDIs was also subject to approval by shareholders at the special meeting referred to above.

The gross proceeds under the offering and private placement was 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 as more fully described in the final prospectus.

Cassels Brock & Blackwell LLP acted for the underwriters in connection with the subscription receipts offering with a team that included Mark Bennett (Securities and Mining), Chad Accursi (Securities and Mining), Nancy Choi (Securities), Alexander Pizale (Securities), Ken Snider (Tax) and Jason Arbuck (Financial Services).