Ausgold Agrees to $776M OceanaGold Takeover at 44% Premium
OceanaGold to acquire Ausgold in A$776 million scheme at A$1.36 per share
Ausgold Limited (ASX: AUC) and OceanaGold Corporation (TSX/NYSE: OGC) have entered into a binding Scheme Implementation Deed for OceanaGold to acquire 100% of Ausgold via a Court-approved scheme of arrangement. Under the proposed transaction, Ausgold shareholders will receive an implied offer price of A$1.36 per Ausgold Share, valuing the company’s fully diluted equity at approximately A$776 million. The default consideration comprises 0.03365 new OceanaGold Shares per Ausgold Share, with shareholders able to elect to receive cash instead (subject to a cap).
The Ausgold Board has unanimously recommended the scheme (absent a Superior Proposal and subject to an independent expert concluding the scheme is in shareholders’ best interests), and each director intends to vote their holdings in favour. The transaction targets Ausgold’s flagship Katanning Gold Project in Western Australia, a development asset OceanaGold views as a strategic fit for its portfolio.
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A significant premium plus ongoing upside for Ausgold shareholders
The scheme offers Ausgold shareholders an upfront premium while retaining exposure to Katanning through the combined OceanaGold group. The implied offer price represents a substantial premium to recent trading levels:
| Benchmark | Ausgold Reference Price | Premium |
|---|---|---|
| Last close (14 Aug 2026) | A$1.065 | 28% |
| 10-day VWAP | A$1.011 | 35% |
| 20-day VWAP | A$0.946 | 44% |
Shareholders who take no action and are not Ineligible Foreign Ausgold Shareholders will receive 0.03365 new OceanaGold Shares for each Ausgold Share held. The implied value of A$1.36 per Ausgold Share is calculated using OceanaGold’s last close price of C$39.74 (as of 14 August 2026) and an AUD/CAD exchange rate of 0.9833, and will fluctuate with movements in OceanaGold’s share price and the AUD/CAD rate.
On implementation, Ausgold shareholders are expected to own up to approximately 7.9% of the combined group, with OceanaGold shareholders holding around 92.1%.
John Dorward, Ausgold Executive Chairman
“This is a highly attractive combination which we believe represents a compelling outcome for Ausgold shareholders, delivering an upfront premium while retaining ongoing exposure to the Katanning Gold Project as part of a larger, diversified OceanaGold gold and copper portfolio.”
How the consideration works — scrip default and the Cash Alternative
Shareholders who make no valid cash election (and are not Ineligible Foreign Ausgold Shareholders) will receive 100% scrip consideration. Alternatively, shareholders may elect to receive the Cash Alternative (AUD-denominated) in respect of all of their Ausgold Shares.
The Cash Alternative operates as follows:
- Total cash is capped by the Maximum Cash Pool of A$194 million (representing 25% of fully diluted equity value).
- If total cash elections exceed the pool, cash-electing shareholders will be scaled back and receive a mix of cash and OceanaGold Shares.
- Any residual parcel of ≤500 OceanaGold Shares attributable to a cash-electing shareholder (after scale-back) will be sold via a nominee sale facility, with net proceeds remitted to the shareholder.
- Ineligible Foreign Ausgold Shareholders (those with registered addresses outside Australia, New Zealand, Singapore, the United States, the United Kingdom, and Monaco) cannot receive OceanaGold Shares directly and will instead receive cash via the nominee sale facility.
Potential capital gains tax rollover relief may be available for eligible Australian resident shareholders who receive OceanaGold Shares, subject to meeting the requirements under section 124-780 of the Income Tax Assessment Act 1997 (Cth).
What is a scheme of arrangement?
A scheme of arrangement is a Court-approved acquisition mechanism under Part 5.1 of the Corporations Act. It differs from a takeover bid in that it requires both shareholder approval and Court approval, rather than individual acceptances. For the scheme to proceed, it must be approved by at least 75% of votes cast and a majority in number of shareholders voting at the Scheme Meeting.
Schemes are all-or-nothing: once approved and implemented, they bind all shareholders, including those who voted against or did not vote. This makes the Independent Expert’s conclusion and the Court’s approval pivotal.
Why OceanaGold wants Katanning — a Tier-1 development asset
OceanaGold’s acquisition of Ausgold centres on the Katanning Gold Project, a low-cost, long-life, large-scale open-pit development opportunity in Western Australia. The project’s headline metrics (extracted from Ausgold’s Updated Definitive Feasibility Study announced to the ASX on 16 December 2025, which the company confirms remains current) include:
- Mineral Resources: 2.44 million ounces
- Ore Reserves: 1.33 million ounces
- Targeted average annual production: ~120,000 ounces
- Mine life: 10+ years
- Project type: Low-cost, long-life, large-scale open-pit
- Exploration upside: District-scale opportunity across more than 3,000 km² of the Katanning Greenstone Belt
| Category | Tonnes (Mt) | Grade (g/t Au) | Contained Gold (oz) |
|---|---|---|---|
| Measured | 41.6 | 1.14 | 1,531,000 |
| Indicated | 21.2 | 1.02 | 693,000 |
| Inferred | 5.9 | 1.16 | 219,000 |
| Total | 68.6 | 1.11 | 2,443,000 |
Gerard Bond, OceanaGold President & CEO
“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. This marks our first acquisition in Australia, and we are excited to build on the great work done by the Ausgold team to further optimise the development of Katanning Gold Project for the benefit of both OceanaGold and Ausgold shareholders.”
The combined group — a diversified gold and copper producer
Ausgold shareholders gain exposure to OceanaGold’s broader portfolio and financial strength upon implementation of the scheme:
- Combined implied market capitalisation: ~US$6.9 billion
- Dual-listed: TSX and NYSE
- Four existing production centres: Haile Gold Mine (USA), Macraes and Waihi operations (New Zealand), Didipio Mine (Philippines, 80%-owned)
- Growth pipeline: Includes the Waihi North Project, which incorporates the high-grade Wharekirauponga Underground
- Capital returns: Track record of dividends and share buybacks
OceanaGold has existing cash and equivalents of approximately US$655 million (A$927 million) and an undrawn revolving credit facility of US$200 million (A$283 million), providing total available liquidity of approximately US$855 million (A$1,210 million). The cash component of the scheme consideration will be funded from existing cash reserves. If the full Maximum Cash Pool is paid via the Cash Alternative, OceanaGold will retain approximately US$718 million (A$1,016 million) in available liquidity.
The transaction is expected to be accretive on a number of key metrics, including net asset value per share, future cash flow per share and earnings per share, once the Katanning Gold Project achieves commercial production.
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Board support, key conditions and what happens next
The Ausgold Board has unanimously recommended the scheme, and each director intends to vote all Ausgold Shares held or controlled by them in favour, subject to no Superior Proposal emerging and the Independent Expert concluding (and continuing to conclude) that the scheme is in the best interests of Ausgold shareholders. Major shareholder Dundee Corporation (~7.7%, 42,467,969 shares) has confirmed it intends to vote in favour on the same qualifications.
Implementation is subject to a number of conditions, including:
- Independent Expert concluding the scheme is in the best interests of shareholders
- Ausgold shareholder approval (75% of votes cast + majority in number)
- ACCC and FIRB approvals
- Court and other regulatory approvals
- TSX listing approval for new OceanaGold Shares
The Scheme Implementation Deed includes a A$7.76 million break fee payable by Ausgold in certain circumstances. OceanaGold has also agreed to provide Ausgold with an A$20 million interim unsecured loan facility (at 12% p.a.), available for drawdown subject to customary conditions precedent.
Indicative timetable
| Event | Indicative Date |
|---|---|
| Scheme announced | 17 August 2026 |
| Draft Scheme Booklet lodged with ASIC | Early October 2026 |
| First Court Date | Mid to late October 2026 |
| Scheme Booklet dispatched | Late October 2026 |
| Scheme Meeting | Late November 2026 |
| Second Court Date / Effective Date | Early December 2026 |
| Implementation | 5th Business Day after Scheme Record Date |
Ausgold shareholders need take no action now. Further detail, including the Independent Expert’s Report, will be provided in the Scheme Booklet to be dispatched in late October 2026.
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