| NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES NuLegacy Gold Corporation (TSX VENTURE:NUG)(OTCQX:NULGF) is pleased to announce that OceanaGold Corporation (TSX:OGC)(ASX:OGC)(NZX:OGC) ("OceanaGold") has agreed to purchase, by way of private placement, 47,663,228 common shares of NuLegacy (the "Purchased Shares") at a price of C$0.14 per share for gross proceeds of C$6,672,852 (the "Financing"). The Financing is expected to close on or about April 13, 2016, following which OceanaGold will own approximately 19.9% of NuLegacy's issued and outstanding shares on an undiluted basis, prior to giving effect to any shares purchased by Barrick Gold Corporation and/or Waterton Precious Metals Fund II Cayman, LP pursuant to their existing equity participation rights to maintain their current equity ownership interests in NuLegacy (announced February 23, 2016 and August 18, 2014 respectively) (the "Participation Rights"). OceanaGold also has the option to purchase up to an additional 9,303,845 common shares of NuLegacy (the "Option Shares"), subject to Barrick Gold and/or Waterton exercising their Participation Rights. The subscription agreement entered into between NuLegacy and OceanaGold relating to the Financing further provides that so long as OceanaGold holds not less than 5% of the then issued and outstanding common shares of NuLegacy it will have the right to nominate one director to NuLegacy's board, appoint one representative to NuLegacy's technical committee, participate in all future equity financings of shares or convertible securities to maintain and/or increase its then equity ownership interest in NuLegacy to 19.9%, and have the right of 'first offer to negotiate' should a joint venture be contemplated for the purposes of financing the Iceberg project. OceanaGold is a highly successful multinational developer and operator of high-quality mines in New Zealand, the Philippines and the United States, with a stated growth strategy of 'pursuing selective accretive acquisitions and exploration opportunities that are complementary and add low cost gold reserves to our business'. Albert Matter, Chairman of NuLegacy says, "This commitment provides NuLegacy with the funds and additional expertise to rapidly expand the Iceberg gold deposit. We are delighted to have been selected by OceanaGold in its diversification into North America's major gold trends. The Financing will also fund the exploration of our 100% owned/controlled adjacent Idaho Resources Corporation (IRC) claims with similar favorable geology as the Iceberg gold deposit. The 2016 exploration season is anticipated to start late-April/early-May." The Financing is not being offered in the United States and is subject to the acceptance of the TSX Venture Exchange. At this time, OceanaGold, with an address of Level 14, 357 Collins Street, Melbourne, Victoria, 3000, Australia, does not own any shares of NuLegacy. The acquisition of the Purchased Shares and Option Shares is for investment purposes only and OceanaGold has no present intention to acquire further securities of NuLegacy, although OceanaGold may in the future and in accordance with applicable securities laws, increase or decrease its investment in NuLegacy by acquiring or disposing of other securities of NuLegacy, through the market, privately or otherwise, depending on market conditions or any other relevant factors. To obtain a copy of the report filed by OceanaGold required by securities legislation, please contact Ms. Liang Tang of OceanaGold at (+61) 3 9656 5300. |