RTG Mining Inc. — Capital/Financing Update 2020

Aug 20, 2020

Announcement Summary

Entity name RTG MINING INC.

Announcement Type

New announcement

Date of this announcement

Friday August 21, 2020

The Proposed issue is: A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +Security Code	+Security Description	Maximum Number of+securities to be issued
RTG	CHESS DEPOSITARY INTERESTS 1:1	21,000,000

Proposed +issue date

Wednesday September 30, 2020

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

RTG MINING INC.

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ARBN

Registration Number

164362850

1.3 ASX issuer code

RTG

1.4 The announcement is

New announcement

1.5 Date of this announcement

Friday August 21, 2020

1.6 The Proposed issue is:

A placement or other type of issue

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Wednesday May 23, 2018	actual?	received/condition met?
		Actual	Yes

Comments

Shareholders ratified and approved the Loan Funded Share Plan ("RTG Plan") on 23 May 2018, pursuant to which certain Directors and employees of the Company can be invited to subscribe for fully paid ordinary shares in the Company using financial assistance provided by the Company.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

RTG : CHESS DEPOSITARY INTERESTS 1:1

Maximum Number of +securities proposed to be issued

21,000,000

Purpose of the issue

The Shares are being issued under the RTG Plan in line with the objectives of the RTG Plan including to further strengthen the alignment of the interests of the Directors and employees to shareholders. Shareholders approved the RTG Plan on 23 May 2018. Shareholders approved the issue of shares to Directors at its AGM on 7 July 2020, as required under ASX Listing Rule 10.14. Further details are provided in the Company's Notice of Annual General Meeting announced to the ASX on 9 June 2020.

Offer price details for retail security holders

In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 0.25000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? No

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday September 30, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

Proposed issue of securities

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue N/A

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

No further pertinent information.