re: merger with oceana gold Oceana Gold and Climax Mining to...

re: merger with oceana gold Oceana Gold and Climax Mining to merge
14:45, Tuesday, 11 July 2006

Sydney - Tuesday - July 11: (RWE Australian Business News) -
Oceana Gold Ltd (ASX code: OGD) and Climax Mining Ltd (ASX code: CMX)
today announced a merger by scheme of arrangement.
Under the terms of the merger Climax shareholders will receive
0.62 of a share in Oceana for each share of Climax.
Climax shareholders will also receive 0.31 of an option to
acquire Oceana shares for 0.925c, maturing in 30 months, for each share
in Climax.
The existing Climax option holders will receive equivalent value
for their options.
The share offer represents a 27 per cent premium to the weighted
average Climax share price for the 30 days prior to this announcement.
The board of Climax has unanimously supported the proposed
transaction and will recommend that Climax shareholders and option
holders vote in favour of the transaction at meetings expected to take
place in late October.
Based on current market values the merged company will have a
market capitalisation of around $523 million and former Climax
shareholders will own 44 per cent of the shares in the merged company.

*****

Upon implementation of the transaction, the combined company
will retain the Oceana Gold name and have:
* reserves of 4.8 million ounces;
* forecast annual gold production of more than 550,000 ounces
gold-equivalent ounces by 2008;
* a management and operating team with a track record of
success in international project development and low-cost mining; and
* diversified revenue streams in gold, copper and silver from
New Zealand and the Philippines.
On completion of the merger, the board of Oceana will comprise
three non-executive Climax nominees and three non-executive Oceana
nominees, plus the CEO.
The current chairman of Climax, Mr Jim Askew, will be appointed
chairman of the merged company.
The present chairman of Oceana, Mr Kerry McDonald, will be
appointed to the position of deputy chairman of the merged company.
The chief executive of Oceana, Mr Stephen Orr, will be chief
executive of the merged company