RTG Mining Inc. — Capital/Financing Update 2023

Jul 3, 2023

Announcement Summary

Entity name

RTG MINING INC.

Announcement Type

New announcement

Date of this announcement

4/7/2023

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
New class-code to beconfirmed	Two free attaching unlisted options for every three CDI'sissued	193,286,807
New class-code to beconfirmed	Agent Options	15,000,000
New class-code to beconfirmed	Consultant options	12,715,201
RTG	CHESS DEPOSITARY INTERESTS 1:1	289,930,210

Proposed +issue date

12/7/2023

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ARBN

164362850

1.3 ASX issuer code

RTG

1.4 The announcement is

New announcement

1.5 Date of this announcement

4/7/2023

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition +Security holder approval Date for determination 31/8/2023 Is the date estimated or actual? ** Approval received/condition met? Estimated

Comments

As part of the Company's Private Placement, with full details included in the announcement made to the ASX on 4 July 2023, shareholder approval will be required for: Tranche Two of the Private Placement (81 million Securities), relating to the issue of 3.6 million Securities to Directors of the Company (ASX LR 10.11) as well as the issue of 77.4 million Securities to two of the Company's substantial shareholders (Equinox Partners and the Hains Family) (ASX LR 7.1); to issue up to 193.2 million Attaching Options; and to issue up to 12.7 million options to M2-Advisors. Details relating to the issues of the Tranche Two Securities, Attaching Options and the options will be set out in the Notice of Meeting for a General Meeting to approve the issue to be held late August 2023.

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

RTG : CHESS DEPOSITARY INTERESTS 1:1

Number of +securities proposed to be issued

289,930,210

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid?

AUD - Australian Dollar

What is the issue price per +security? AUD 0.04800

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

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the termsof the proposed +securities are appropriate andequitable under listing rule 6.1?No	Will the entity be seeking quotation of the 'new' class of+securities on ASX?No
ASX +security code	+Security description
New class-code to be confirmed	Two free attaching unlisted options for every three CDI'sissued

+Security type

Options

Number of +securities proposed to be issued

193,286,807

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Attaching Options under the terms of the Private Placement.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar Exercise price AUD 0.0750 Expiry date 9/9/2024 Details of the type of +security that will be issued if the option is exercised RTG : CHESS DEPOSITARY INTERESTS 1:1 Number of securities that will be issued if the option is exercised One fully paid ordinary share. Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Additional details to be provided in the upcoming notice of meeting documentation to be provided in due course.

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)? New class

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

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No

ASX +security code +Security description

ASX +security code	+Security description
New class-code to be confirmed	Agent Options

+Security type

Options

Number of +securities proposed to be issued

15,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 0.00001

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.0750	9/9/2026
	Details of the type of +security that will be issued if the option is exercised
RTG : CHESS DEPOSITARY INTERESTS 1:1
	Number of securities that will be issued if the option is exercised
One fully paid ordinary share.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

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)?
New class

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

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation fromASX that the terms of the proposed	Will the entity be seeking quotationof the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No

ASX +security code	+Security description
New class-code to be confirmed	Consultant options

+Security type

Options

Number of +securities proposed to be issued

12,715,201

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Consultancy and corporate advisory services rendered for the Company by M2-Advisors.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar Exercise price AUD 0.1200

Expiry date 30/6/2025

Details of the type of +security that will be issued if the option is exercised

proposed to be issued or provide the information by separate announcement.

RTG : CHESS DEPOSITARY INTERESTS 1:1

Number of securities that will be issued if the option is exercised

One fully paid ordinary share.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities

proposed to be issued or provide the information by separate announcement.

Additional details to be provided in the upcoming notice of meeting documentation to be provided in due course.

Part 7C - Timetable

7C.1 Proposed +issue date

12/7/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire 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? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

125,808,218 Securities

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

83,084,972 Securities

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company has chosen to undertake a Private Placement as it offered enhanced certainty and timeliness.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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

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? Yes

7E.1a Who is the lead manager/broker?

Euroz Hartleys and Foster Stockbroking, with INTE Securities LLC and M2-Advisors (the US Placement Agent) acted as Joint Lead Managers to the Private Placement.

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company will upon settlement, pay a capital raising fee to the Joint Leader Managers of 6% of the proceeds raised under the offer.

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

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Net proceeds of the Private Placement are outlined in detail in the Company's announcement on 4 July 2023.

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)