The US-registered Super Puma helicopter crashed at One Tree, west of Hay in southern NSW on Friday.
It was en-route from the outback town of Broken Hill to Albury, near the state's border with Victoria.
A passenger on the helicopter, believed to be a man in his 40s, was treated by paramedics but died at the scene, police said.
He is yet to be formally identified.
A 39-year-old man piloting the helicopter was flown to hospital in Melbourne in a stable condition.
The Australian Maritime Safety Authority earlier received a distress beacon signal from the helicopter, which was located at the crash site by a local skydiving aircraft.
Investigators from the Australian Transport Safety Bureau are expected to be on the scene to investigate on Saturday.
They will examine the wreckage and recover recording devices, taking any components requiring further examination back to the bureau's facility in Canberra.
Investigators have asked for anyone who witnessed the incident or had footage to contact the bureau.
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