MELBOURNE, AUSTRALIA--(Marketwire - Dec. 3, 2012) -
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OceanaGold Corporation (TSX:OGC)(ASX:OGC)(NZSE:OGC) (the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters, led by Macquarie Capital Markets Canada Ltd. and Citigroup Global Markets Canada Inc. (the "Lead Underwriters"), and including Cormark Securities Inc., GMP Securities L.P., and BMO Capital Markets (collectively, with the Lead Underwriters, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase a total of 30,000,000 common shares of the Company (including common shares represented by ASX-listed CHESS Depository Interests ("CDIs") (together, the "Securities") on a bought deal basis at a price of CDN$3.11 per Security (the "Common Share Offering Price") for aggregate gross proceeds of CDN$93,300,000 (the "Offering").
The CDIs will be purchased for the Australian dollar equivalent (AUD$3.00) of the Common Share Offering Price ("CDI Offering Price").
The Securities will be offered by way of a short form prospectus in each of the provinces of Canada (other than Quebec), and in such other jurisdictions, including Australia, where the Securities can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
While commissioning at the Didipio project remains on schedule with the commencement of milling last week, the Board remains focused on maintaining more prudent gearing levels in line with industry peers. Accordingly, the Company will use the net proceeds from the Offer to reduce outstanding debt and to provide balance sheet and operating flexibility.
The Offering is expected to close on or about 18 December 2012 ("Closing").
The Underwriters of the Offering have also been granted an option (the "Over-Allotment Option") to purchase up to an additional 15% of the number of Securities, at the Common Share Offer Price or CDI Offering Price (as the case may be) on the same terms and conditions as the Offering. The Over-Allotment Option is exercisable in whole or in part at any time within 30 days of the Closing at the sole discretion of the Lead Underwriters.
The Offering is subject to certain customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange.
OceanaGold Corporation is a significant Asia Pacific gold producer with projects 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 produces approximately 230,000 ounces of gold per annum from the New Zealand operations. The Company also owns the Didipio Project in northern Luzon, Philippines where commissioning activities are currently underway. Currently, Didipio is expected to produce 100,000 ounces of gold and 14,000 tonnes of copper per year over an estimated 16 year mine life.
OceanaGold is listed on the Toronto, Australian and New Zealand stock exchanges under the symbol OGC.
This announcement contains certain 'forward-looking statements' within the meaning of the securities laws of applicable jurisdictions including statements related to the offering, over-allotment, use of proceeds and closing date. Forward-looking statements can generally be identified by the use of forward-looking words such as 'may,' 'should,' 'expect,' 'anticipate,' 'estimate,' 'scheduled' or 'continue' or the negative thereof or comparable terminology. Any forecasts or other forward-looking statements contained in this announcement are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. Although our management believes that the assumptions made and the expectations represented by such statement or information are reasonable, there can be no assurance that any forward-looking statement or information referenced herein will prove to be accurate. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. OceanaGold Corporation does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur and you are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to reissue or update any forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities referred to herein have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act of 1933, as amended (the "Securities Act") or an exemption from the registration requirements of the Securities Act is available.