Mr. Gerard Bond reports

OCEANAGOLD ANNOUNCES ACQUISITION OF AUSGOLD

Oceanagold Corp. has entered into a definitive scheme implementation deed (SID) to acquire 100 per cent of the issued shares of Ausgold Ltd., the owner of the Katanning gold project in Western Australia, by way of an Australian court-approved scheme of arrangement.

Under the terms of the transaction, Ausgold shareholders will receive 0.03365 common share of Oceanagold for each share of Ausgold held. The scheme consideration implies a total offer value of $1.36 (Australian) per Ausgold share, implying a total transaction equity value of approximately $776-million (Australian) ($549-million (U.S.)). Ausgold shareholders also have the opportunity to elect to receive the scheme consideration value in cash, subject to scale-back based on a maximum available cash pool for the transaction of $194-million (Australian) ($137-million (U.S.)).

Upon completion of the transaction, it is expected that Ausgold shareholders will own approximately 6 per cent to 8 per cent of Oceanagold. The Ausgold board has unanimously recommended that Ausgold shareholders vote in favour of the scheme and intend to vote all shares held by them (approximately 1.4 per cent) in favour of the scheme. Ausgold major shareholder Dundee Corp., representing approximately 7.7 per cent of ownership, has also confirmed its intention to vote in favour of the scheme.

Oceanagold will hold a conference call on Aug. 17, 2026, at 8 a.m. Eastern Time/5 a.m. Pacific Time to discuss the transaction. Dial-in details are provided below.

Gerard Bond, president and chief executive officer of Oceanagold, said: "The acquisition of Ausgold adds an advanced, high-quality, low-capital, open-pit development asset to our portfolio at an attractive valuation. The Katanning gold project will be our fifth asset, located in one of the world's premier mining jurisdictions, and is a natural fit with our proven development and operating capabilities. Our projected free cash flow generation and strong balance sheet give us the ability to fund the development of Katanning, advance our existing growth pipeline, including the Waihi North project, while continuing to deliver meaningful capital returns to shareholders.

"This marks our first acquisition in Australia, and we are excited to build on the great work done by the Ausgold team to further optimize the development of the Katanning gold project for the benefit of both Oceanagold and Ausgold shareholders. We look forward to welcoming Ausgold's shareholders and employees to Oceanagold and working with the stakeholders of the Katanning gold project."

John Dorward, executive chairman of Ausgold, said: "This transaction delivers Ausgold shareholders a compelling upfront premium with the opportunity to retain exposure to the value we expect to unlock at Katanning as part of a larger, diversified and highly cash-generative gold producer. Oceanagold's financial strength, technical depth and operating track record significantly derisk the funding and development of Katanning, while our shareholders gain immediate diversification and exposure to a high-quality growth profile, which will include Katanning and the world-class Waihi North project. The Ausgold board unanimously recommends the Oceanagold proposal and we look forward to working with Oceanagold to complete this transaction and progress Katanning towards production."

Strategic rationale and benefits to Oceanagold shareholders

The transaction is expected to deliver significant benefits for Oceanagold shareholders, which includes Ausgold shareholders postclosing:

• Adds a high-quality development asset in a Tier 1 mining jurisdiction: The acquisition of Katanning complements Oceanagold's existing operations in the United States, New Zealand and the Philippines.
• Enhances Oceanagold's production and growth pipeline: Katanning is a conventional open-pit development project with over 100,000 ounces of annual gold production and 10-plus-year life potential, adding meaningful growth to Oceanagold, with first gold production expected in 2029.
• Leverages Oceanagold's development and operating expertise: Oceanagold's technical, development, permitting and operating capabilities, which include a technical office in Brisbane and management with significant experience operating in Australia, are expected to enable the full potential of Katanning.
• District-scale exploration upside: Ausgold holds a district-scale landholding of more than 3,000square kilometres across the largely underexplored Katanning greenstone belt, providing the potential for significant longer-term resource growth.
• Preserves balance sheet strength and financial flexibility: Oceanagold's strong balance sheet and significant forecast free cash flow generation provide financial flexibility to finance the development of Katanning, advance Oceanagold's existing growth pipeline and continue to provide meaningful capital returns to shareholders.
• Accretive acquisition with attractive returns: The transaction is expected to be accretive to Oceanagold shareholders on a number of key metrics, including net asset value per share, future cash flow per share and earnings per share, once Katanning achieves commercial production.

Strategic rationale and benefits to Ausgold shareholders

The transaction delivers a range of compelling benefits to all Ausgold shareholders, including:

• Immediate premium: provides Ausgold shareholders with immediate and attractive premiums of 28 per cent to the last closing price and 44 per cent to the 20-day volume-weighted average price (VWAP) of Ausgold shares for the period up to and including Aug. 14, 2026;
• Tailored consideration mix: opportunity for Ausgold shareholders to tailor the form of consideration received through the election to receive cash consideration;
• Opportunity to realize upfront value for Katanning: Ausgold shareholders can crystallize certain value now ahead of the coming project development, capital investment and production ramp-up;
• Derisked financing and development: significantly derisked financing and development of Katanning by leveraging Oceanagold's strong balance sheet, cash flow generation, and proven technical and operating expertise;
• Continued exposure to the Katanning gold project: retain exposure to the future development and exploration upside of Katanning through their holdings in Oceanagold;
• Diversification through exposure to Oceanagold's high-quality portfolio and pipeline: gain exposure to Oceanagold's global portfolio of four producing assets across the United States, New Zealand and the Philippines, along with additional upside in its organic growth pipeline, including the world-class Waihi North project;
• Enhanced market positioning and liquidity: increased trading liquidity and access to capital markets as a shareholder in a larger, diversified intermediate gold and copper producer.

Overview of Ausgold

Ausgold is an Australian Securities Exchange-listed gold developer with a current market capitalization of approximately $585-million (Australian) (approximately $414-million (U.S.)). Ausgold is focused on advancing its 100-per-cent-owned Katanning gold project to first gold production.

As of June 30, 2026, Ausgold had $87-million (Australian) (approximately $62-million (U.S.)) of cash and equivalents and no debt.

Katanning gold project

Katanning is located approximately 275 kilometres southeast of Perth in Western Australia, a Tier 1 mining jurisdiction with well-established infrastructure and access to skilled labour. Ausgold holds granted mining leases over the entire planned development footprint for Katanning and is well advanced through the permitting process.

Ausgold holds a consolidated landholding of more than 3,000 square kilometres across the Katanning greenstone belt. This district-scale tenement package remains largely underexplored.

Ausgold's updated definitive feasibility study for Katanning, published in December, 2025, outlines a potential conventional open-pit mining operation feeding a 3.6-million-tonne-per-annum carbon-in-leach processing plant at an estimated total preproduction capital cost of $355-million (Australian).

Following implementation of the scheme, Oceanagold intends to apply its technical, operating and project development experience to further refine the Katanning development plan, with a focus on optimization initiatives and reducing execution risk. Development activities will focus on additional drilling through 2027 to further delineate mineralization and derisk operational ramp-up ahead of publishing an updated technical report in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, during 2028, with first gold expected in 2029. Oceanagold will provide an update to the market on its proposed development plan for Katanning at closing of the transaction.

Key transaction terms

Under the terms of the scheme, Ausgold shareholders will receive 0.03365 Oceanagold share per Ausgold share, currently valued at $1.36 (Australian) per Ausgold share based on Oceanagold's last closing price of $39.74 (Canadian) per share and an Australian-to-Canadian exchange rate of 0.9833 on Aug. 14, 2026.

The scheme consideration values Ausgold's fully diluted equity value at approximately $776-million (Australian) (approximately $549-million (Australian)).

Ausgold shareholders also have the opportunity to choose to receive the scheme consideration in cash. The proportion of scheme consideration ultimately received in cash by those Ausgold shareholders electing for the cash alternative will be based on the implied scheme consideration value of $1.36 (Australian) per Ausgold share and will be subject to the total cash alternative elections received and a maximum cash paid as scheme consideration of $194-million (Australian) (approximately $137-million (U.S.)) in aggregate.

Upon completion of the transaction and subject to elections received for the cash alternative, Ausgold shareholders will own approximately 6 per cent to 8 per cent of Oceanagold.

The scheme will be effected by way of a court-approved scheme of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth), pursuant to which all of the issued share capital of Ausgold as of the implementation date (as defined in the SID) will be acquired by Oceanagold, in exchange for the scheme consideration. For the scheme to proceed, a resolution must be approved by at least 75 per cent of all votes cast by Ausgold shareholders and a majority by number of all Ausgold shareholders present and voting (in person or by proxy) at a special meeting called to consider the scheme.

The scheme is subject to customary closing conditions, including (amongst others) the following customary regulatory approvals: Australian Foreign Investment Review Board and Australian competition approvals and Toronto Stock Exchange approval for Oceanagold to issue Oceanagold shares as part of the scheme consideration.

In connection with the transaction, Oceanagold has agreed to extend a $20-million (Australian) bridge loan to Ausgold in November, 2026, to assist with financing of ordinary course expenditures prior to closing.

Ausgold board and major shareholder support

The Ausgold board are supportive of the transaction and unanimously recommend Ausgold shareholders vote in favour of the scheme, and intend to vote all Ausgold shares held or controlled by them (approximately 1.4 per cent of Ausgold's shares on issue) in favour of the scheme subject to no superior proposal emerging and the independent expert appointed by Ausgold in connection with the transaction concluding (and continuing to conclude) that the scheme is in the best interests of Ausgold shareholders.

Subject to those same exceptions, major Ausgold shareholder Dundee, which holds 42,467,969 Ausgold shares (or approximately 7.7 per cent of Ausgold's shares on issue), has confirmed its intention to vote all Ausgold shares owned or controlled by it in favour of the scheme and not dispose of its Ausgold shares until the earlier of the date of the scheme meeting and the date that is six months from the date of the voting intention statement.

Estimated timeline

Full details of the transaction will be included in Ausgold's scheme booklet, which is expected to be dispatched to Ausgold shareholders in October, 2026, with the scheme meeting (for Ausgold shareholder approval) expected to be held in late November, 2026. If approved by Ausgold shareholders and the court, and the other conditions are satisfied, the scheme is expected to be implemented and completed in December, 2026.

Conference call and webcast

Oceanagold will hold a conference call and webcast today, Aug. 17, 2026, at 8 a.m. ET/5 a.m. PT to discuss the transaction. To participate in the conference call, please use one of the following methods.

Toll-free North America:  1-888-510-2154

International:  1-437-900-0527

If you are unable to attend the call, a recording will be made available on the company's website.

Advisers and counsel

Oceanagold has appointed Jarden and BMO Capital Markets as its financial advisers and Corrs Chambers Westgarth as its legal adviser in connection with the transaction.

About Oceanagold Corp.

Oceanagold is a global intermediate gold and copper producer committed to safely and responsibly maximizing the generation of free cash flow from its operations and delivering strong returns for the company's shareholders. Oceanagold has a portfolio of four operating mines: the wholly owned Haile gold mine in the United States, the wholly owned Macraes and Waihi operations in New Zealand, and the 80-per-cent-owned Didipio mine in the Philippines.

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