Date Closed

July 30, 2015

Lead Office

Toronto

On July 30, 2015 OceanaGold Corporation ("OceanaGold") and Romarco Minerals Inc. ("Romarco") announced that the companies have entered into a definitive agreement (the "Agreement") pursuant to which OceanaGold has agreed to acquire all of the issued and outstanding common shares of Romarco in an all-share transaction to be completed by way of a statutory Plan of Arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). Romarco’s principal asset is the Haile Gold Mine located in South Carolina, United States, which is a high-grade open pit project that is currently under construction and represents one of the premier gold development assets globally. Romarco shareholders will receive 0.241 (the "Exchange Ratio") of an OceanaGold common share (an "OceanaGold Share") for each Romarco common share (a "Romarco Share"), representing the equivalent of C$0.68 per Romarco Share and a premium of 72.7% based on the July 29, 2015 closing prices of OceanaGold and Romarco on the TSX and 71.8% based on the 30-day volume-weighted average price ("VWAP") of the OceanaGold Shares and the Romarco Shares on the Toronto Stock Exchange as of July 29, 2015. The Exchange Ratio implies a total equity value of approximately C$856 million on a fully-diluted in the money basis. In addition, each option to purchase a Romarco Share will be exchanged for a replacement option to purchase OceanaGold shares adjusted based upon the Exchange Ratio.

The combination of OceanaGold and Romarco is expected to create the lowest cost gold producer in the market; propelled by a long reserve life, a portfolio of high quality assets that generate significant free cash flow and a solid pipeline of organic growth opportunities.

McCarthy Tétrault advised National Bank of Canada, as the agent, with a team that was led by Robert Hansen (M&A).