Mr. Mick Wilkes of Oceanagold reports

OCEANAGOLD TO ACQUIRE ROMARCO CREATING THE LOWEST COST GOLD PRODUCER GLOBALLY

Oceanagold Corp. and Romarco Minerals Inc. have entered into a definitive 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 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 in construction and represents one of the premier gold development assets globally.

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.

Under the terms of the agreement, Romarco shareholders will receive 0.241 of an Oceanagold common share for each Romarco common share, representing the equivalent of 68 cents per Romarco share and a premium of 72.7 per cent based on the July 29, 2015, closing prices of Oceanagold and Romarco on the Toronto Stock Exchange and 71.8 per cent based on the 30-day volume-weighted average price 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 $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.

Upon completion of the arrangement, existing Oceanagold and Romarco shareholders will own approximately 51 per cent and 49 per cent of the combined company, respectively.

Highlights of the combined company:

• Sector-leading low-cost gold producer -- estimated to produce approximately 540,000 ounces of gold annually by 2017 at an all-in sustaining cost (AISC) of less than $600 (U.S.)/ounce;
• Diversified production -- combined entity to operate from four operating platforms in three countries with approximately 75 per cent of gold production expected to come from New Zealand and the United States in 2017;
• Financial flexibility -- combined entity will have greater financial flexibility through the combined cash position, Oceanagold's strong free cash flow generation from its existing operations and access to low-cost credit facilities. As a result, the cost of capital for the Haile development is expected to be meaningfully reduced, while maintaining a leverage profile that allows Oceanagold to continue to invest in organic growth opportunities and generate returns to shareholders;
• Technical and operational synergies -- combines Oceanagold's more than 25 years of successful development and operating experience in New Zealand and most recently in the Philippines where the Oceanagold team self-executed the construction and commissioning the Didipio gold-copper mine with Romarco's operating team, which has successfully advanced, permitted and initiated the construction start-up of the Haile gold mine.

Benefits to Oceanagold shareholders:

• Haile represents a high-quality development asset and is one of the best gold development assets currently owned by a junior;
• Low-cost production -- Haile's year 1 (2017) estimated AISC of $414 (U.S.)/ounce;
• Positive geographic diversification, as the United States represents a top-tier mining jurisdiction;
• Enhanced growth profile as the combined company is estimated to produce approximately 540,000 gold ounces in 2017;
• Meaningfully accretive on a net asset value basis to Oceanagold shareholders.

Benefits to Romarco shareholders:

• Immediate premium to Romarco shareholders of 72.7 per cent based on the closing price of Oceanagold and Romarco on July 29, 2015, and 71.8 per cent based on the 30-day volume-weighted average closing prices;
• Exposure to Oceanagold's asset portfolio of operating mines diversifies Romarco's single-asset and development-stage risks;
• Enhanced financial position with cash flow from Oceanagold's producing mines and access to low-cost credit facilities;
• Construction of Haile will benefit from the combined Oceanagold and Romarco mine development and operating expertise.

Mick Wilkes, managing director and chief executive officer of Oceanagold, stated: "We are very pleased to bring this transaction forward to the benefit of both sets of our valued shareholders. Oceanagold has remained disciplined in its growth initiatives while building and preserving a robust balance sheet and positioning the company for the value-creating opportunities that complement our existing portfolio of high-quality assets. We believe the addition of the low-cost, long-life Haile gold mine provides such an opportunity while underpinning an industry-leading business. The combination of the sector low-cost profile with significant free cash flow generation, diversified production and a pipeline of organic growth opportunities forms the lowest-cost gold producer globally.

"We are aligned with Romarco in our philosophy towards social responsibility and therefore see this important attribute as another good fit for our company."

Diane Garrett, president and chief executive officer of Romarco, stated: "This transaction with Oceanagold represents a logical business combination that will create a premier intermediate gold producer with a diversified asset base that includes four low-cost operating platforms, a significant organic growth profile, all of which is underpinned by a solid balance sheet and led by a combined experienced and proven operating team. We are confident that our shareholders will benefit from the value-creating opportunities that will be realized through an expanded and diversified asset base and enhanced cash flow generating capabilities. Importantly, we believe Oceanagold has the same philosophy to social responsibility as our own."

Transaction summary

The implementation of the arrangement will be subject to the approval of at least 66-2/3 per cent of the votes cast by holders of Romarco shares at a special meeting of Romarco shareholders expected to take place near the end of September or early October, 2015. The issuance of shares by Oceanagold under the arrangement is also subject to the approval of a majority of the votes cast by the holders of Oceanagold shares at a special meeting of Oceanagold shareholders, which is also expected to take place at the same time. In addition to the shareholder approvals, the arrangement is also subject to the receipt of certain regulatory, court and stock exchange approvals, and other closing conditions customary in transactions of this nature.

The agreement has been unanimously approved by the boards of directors of each of Romarco and Oceanagold. The financial adviser to Oceanagold, National Bank Financial Inc., has provided a fairness opinion to the board of directors of Oceanagold which concludes that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the exchange ratio provided for in the agreement is fair, from a financial point of view to Oceanagold. RBC Capital Markets has provided a fairness opinion to the special committee of independent directors of Romarco and to the board of directors of Romarco that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration under the arrangement is fair, from a financial point of view, to the Romarco shareholders.

The directors and executive officers of each of Oceanagold and Romarco have entered into customary voting support agreements in favour of the transaction.

The agreement includes a non-solicitation covenant of Romarco and gives Romarco the right to accept a superior proposal in certain circumstances and terminate the agreement. Oceanagold has a five business day right to match any superior proposal. The agreement also provides for the payment by Romarco of a $34-million termination fee if the arrangement is terminated in certain circumstances. The termination fee is payable by Oceanagold in certain circumstances.

Upon completion of the arrangement, Romarco is entitled to appoint one member to the board of directors of Oceanagold. Diane Garrett, current president and CEO of Romarco, is also expected to continue to play an important role going forward with local and regional government and stakeholder relations in the United States. In addition, Oceanagold anticipates retaining all of the local management team and employees at the Haile gold mine.

Further information regarding the arrangement will be contained in a joint information circular that Oceanagold, and Romarco will prepare, file and mail in due course to its respective shareholders in connection with the special meetings of each of the Oceanagold and Romarco shareholders to be held to consider the arrangement. All shareholders are urged to read the joint information circular once available as it will contain additional important information concerning the arrangement. The agreement will be filed on the SEDAR profiles of Oceanagold and Romarco.

Advisers and counsel

National Bank Financial Inc. is acting as the exclusive financial adviser to Oceanagold. Stikeman Elliott LLP is acting as legal counsel to Oceanagold. RBC Capital Markets is acting as financial adviser to Romarco. Blake, Cassels & Graydon LLP is acting as legal counsel to Romarco, Bennett Jones LLP is acting as legal counsel to the Romarco special committee, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as U.S. counsel to Romarco.

Conference call and webcast information

Oceanagold will host a conference call on Thursday, July 30, 2015, at 8:30 a.m. ET/Thursday, July 30, at 10:30 p.m. (Melbourne, Australia time) for members of the investment community to discuss the business transaction.

A copy of the transaction investor presentation will be made available on the Oceanagold website prior to the conference call.

Webcast participants

A webcast will be available on-line.

Teleconference participants (required for those who wish to ask questions)

Local (toll-free) dial-in numbers are:

Australia:  1-800-076-068

New Zealand:  0-800-453-421

Canada and North America:  1-888-390-0605

All other countries (toll):  1-416-764-8609

Playback of webcast

If you are unable to attend the call, a recording will be available for viewing on Oceanagold's website from 12:30 p.m. ET on Thursday, July 30, 2015/2:30 a.m. on Friday, July 31, 2015 (Melbourne, Australian time).

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