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Oceanagold and Romarco Receive Shareholder Approval

Oceanagold and Romarco Receive Shareholder Approval For The Plan Of Arrangement

28 September 2015

(MELBOURNE) and (TORONTO) OceanaGold Corporation (TSX/ASX/NZX: OGC) (“OceanaGold”) and Romarco Minerals Inc. (TSX: R) (“Romarco”) are pleased to announce that at their respective special meetings of shareholders held earlier today, shareholders of both companies have voted in favour of the respective resolutions necessary to give effect to the plan of arrangement (“Arrangement”) under the Business Corporations Act (British Columbia) pursuant to which OceanaGold will acquire Romarco.

The resolution to approve the Arrangement was approved by 79.67% of votes cast (representing 81.70% shares capable of being voted) by Romarco shareholders and the share issuance resolution was approved by 99.77% of votes cast (representing 64.19% of shares capable of being voted) by OceanaGold shareholders.

Pursuant to the Arrangement, Romarco shareholders will receive 0.241 of an OceanaGold common share for each Romarco common share held. A copy of the final voting reports for each of Romarco and OceanaGold will be made available on SEDAR.

OceanaGold and Romarco expect to seek a final order approving the Arrangement from the Supreme Court of British Columbia on or about September 30, 2015. Assuming all other terms and conditions to the Arrangement are met, it is expected that the Arrangement will close on or about October 1, 2015.

Mick Wilkes, Managing Director & CEO of OceanaGold stated, “Through our transaction with Romarco and with the addition of the Haile gold mine, OceanaGold will enhance its already solid foundation of high margin, high quality operating assets. Supported by OceanaGold’s strong balance sheet, as well as its development and operating expertise, bringing the Haile Gold Mine through construction and into production will further diversify our global production profile and cement OceanaGold as the low cost gold producer globally” Mr. Wilkes went on to say, “Shareholders have recognised the compelling attributes of the combined company, by demonstrating strong support for the transaction. This platform puts us in a unique position to continue delivering shareholder value in the many years to come.”

Diane Garrett, President & CEO of Romarco stated: “We are pleased that shareholders of both companies have sent such a clear message in support of the transaction with OceanaGold. The combination of these companies will create a sector leading low-cost intermediate gold producer with a diversified asset base and a strong financial platform that reduces single-asset and development-stage risks as the Haile gold mine is brought into production. Importantly, OceanaGold shares Romarco’s philosophy to social responsibility which is of utmost importance to ourselves in consideration of the relationships our Company has formed with the great communities and stakeholders surrounding the Haile gold mine and Lancaster County, South Carolina.”

ENDS

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