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RTG Mining Inc. — Interim / Quarterly Report 2020
Aug 27, 2020
47130_rns_2020-08-27_6614a086-9899-4888-ba42-08adf887470d.pdf
Interim / Quarterly Report
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Consolidated Interim Financial Statements
For the six month period ended June 30, 2020
| CORPORATE DIRECTORY | 2 |
|---|---|
| DIRECTORS' REPORT | 3 |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME | 5 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 6 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 7 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 8 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 9 |
| DIRECTORS' DECLARATION | 20 |
| AUDITOR'S INEPENDENCE DECLARATION | 21 |
| INDEPENDENT AUDITOR'S REVIEW REPORT | 22 |
RTG MINING INC. CORPORATE DIRECTORY
| Directors | Michael J CarrickJustine A MageeRobert N ScottPhillip C LockyerDavid A T Cruse | ChairmanPresident and Chief Executive OfficerNon-Executive Lead DirectorNon-Executive DirectorNon-Executive Director |
|---|---|---|
| Company secretary | Ryan R Eadie | |
| Office | RegisteredSea Meadow HouseBlackburne HighwayPO Box 116 Road TownTortola VG1110British Virgin Islands | PrincipalLevel 2338 Barker RoadSubiaco, Western Australia, 6008AustraliaTelephone:+61 8 6489 2900Facsimile:+61 8 6489 2920 |
| Bankers | Westpac Banking Corporation130 Rokeby RoadSubiaco, Western Australia, 6008Australia | |
| Auditors | BDO Audit (WA) Pty Ltd38 Station StreetSubiaco, Western Australia, 6008Australia | |
| Share registry | Australian RegisterComputershare Investor Services Pty LimitedLevel 11, 172 St Georges TerracePerth, Western Australia, 6000Australia | Canadian RegisterComputershare Investor Services Inc.th Floor, 100 University Avenue8Toronto, Ontario, M5J2Y1Canada |
| Telephone:+61 8 9323 2000Facsimile:+61 8 9323 2033 | Telephone:+1 416 263 9200Facsimile:+1 888 453 0330 | |
| Stock Exchange | AustraliaAustralian Securities Exchange LimitedExchange Code:RTG – Chess Depositary Interests (CDI's) | CanadaToronto Stock Exchange Inc.Exchange Code:RTG – Fully paid shares |
| Lawyers | Gilbert and TobinLevel 16, Brookfield Place Tower 2123 St Georges TerracePerth, Western Australia, 6000AustraliaCorrs Chambers WestgarthLevel 2, MRDC HausNational Capital, District 111Papua New Guinea | Blake, Cassels & Graydon LLP595 Burrard StreetSuite 2600, 3 Bentall CentreVancouver, BC, V7X 1L3, Canada |
RTG MINING INC. DIRECTORS' REPORT
The Directors of RTG Mining Inc. ("the Company" or "RTG") present their report on the consolidated entity consisting of RTG and the entities it controlled during the period ended June 30, 2020 (the "Consolidated Entity" or "the Group"). The Company's functional and presentation currency is USD ($).
DIRECTORS AND COMPANY SECRETARY
The names of the Directors in office during the period and until the date of this report are as follows:
| Name | Position | Appointment date |
|---|---|---|
| Michael J Carrick | Chairman | March 28, 2013 |
| Justine A Magee | President and Chief Executive Officer | March 28, 2013 |
| Robert N Scott | Non-Executive Lead Director | March 28, 2013 |
| Phillip C Lockyer | Non-Executive Director | March 28, 2013 |
| David A Cruse | Non-Executive Director | March 28, 2013 |
| Ryan R Eadie | Company Secretary | October 2, 2017 |
REVIEW OF OPERATIONS AND RESULTS
Operating Results
RTG holds a 40% interest in Mt. Labo Exploration and Development Corporation ("Mt. Labo") which holds the highgrade Copper and Gold Mabilo Project in the Philippines. During the quarter ending June 30, 2020, Mt. Labo received written confirmation that the Mines and Geosciences Bureau ("MGB") had approved the expansion of the current Mineral Production Sharing Agreement ("MPSA") No. MLC-MRD-459 for the Nalesbitan Project to include the Mabilo Project, which has already secured an approved Declared Mine Feasibility Study and Environmental Clearance Certificate.
Subsequent to the period, on August 21, 2020, the Tribunal handed down a favourable Final Award to Mt. Labo in the international arbitration against Galeo Equipment Corporation ("Galeo") in the Singapore International Arbitration Centre ("SIAC"). Mt. Labo prevailed on all matters considered important including a determination that the Joint Venture Agreement ("JVA") with Galeo was validly terminated, the compromise agreement was validly rescinded, Galeo is not entitled to any shares in Mt. Labo, Galeo was not a co-permittee of the Mt. Labo Exploration Permit and Galeo is not the operator of the project. The Tribunal ordered Galeo to pay damages of approximately US$18.6m (plus interest at 6% from various dates) and legal costs, including the Tribunal's fees of approximately S$7.45m. Interest payable is currently in excess of US$4m on top of the damages and costs awards.
RTG is the nominated development partner with the joint venture company, Panguna Minerals Limited ("PML"), established by the Special Mining Lease Osikaiyang Landowners Association ("SMLOLA") and Central Exploration Pty Ltd ("Central"), in their proposal with respect to the redevelopment of the Copper-Gold Panguna Project located in the Central Region of the island of Bougainville, within the Autonomous Region of Bougainville, PNG. The proposal is an initiative of the old Panguna mine's customary landowners (who are represented by SMLOLA) and is conditional upon securing the support of the Autonomous Bougainville Government ("ABG"), who to date has not yet supported the Landowner's proposal.
On May 22, 2020, the Company announced that it had received commitments of approximately US$6 million (circa A$9.2 million) in a private placement to Australian and international institutional and sophisticated investors ("Private Placement") for approximately 162 million new Chess Depository Instruments ("Securities") to be issued through two tranches. On May 29, 2020, 60,128,550 Securities were issued at a price of A$0.057 per Security to Australian and international institutional and sophisticated investors pursuant to tranche one of the Private Placement, raising proceeds of circa US$2.2 million (before costs).
Subsequent to the period, on July 7, 2020, Shareholders approved tranche two of the Private Placement at the Annual General Meeting, for the issue of approximately 102,422,120 Securities at a price of A$0.057 per Security to Australian and international institutional and sophisticated investors, raising proceeds of circa US$3.8 million (before costs), with settlement successfully completed on July 15, 2020.
Net loss after tax for the period ended June 30, 2020 was $3,404,470 (June 30, 2019 loss: $6,886,116).
RTG MINING INC. DIRECTORS' REPORT
Response to the COVID-19 Pandemic
The Company continues to assess the wide reaching impacts of COVID-19, responding decisively on several fronts:
- our offices in Perth and Manila have commenced returning to normal working arrangements in compliance with country-specific recommendations. The head office and project teams are operating at full capacity with reduced staff and working remotely where available, which has to date been both efficient and effective;
- the Company undertook a review of costs and has made significant adjustments reducing overheads across the board, including executive salaries. This initiative resulted in the reduction of total overheads in the order of half of the pre-existing level;
- despite the very challenging times for most, it is noted that we have had a significant improvement in both copper and gold commodity prices, with the net present value of the Mabilo Project, a near term development opportunity, having increased by 146% to US$384 million (July 24, 2020: Cu US$6,523/t, Au US$1,878/oz) since the Feasibility Study was first completed and announced; and
- our focus for now is directed primarily at advancing the Mabilo Project to start-up with the project having a very significant advantage in these times, where access to capital will be more limited. With the first phase being a Direct Shipping Operation, the capital requirements upfront are nominal (less than US$25 million) which should be able to be financed primarily with debt, given the first 12 months of operations can deliver cashflows in excess of US$105 million at current commodity prices of US$6,523/t of Cu and US$1,878/oz Au (subject to movements in commodity prices) (i.e. payback in less than 12 months).
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 21, which forms part of the Directors' Report.
This report is made in accordance with a resolution of the Directors on August 26, 2020.
Justine Alexandria Magee President and Chief Executive Officer Perth August 28, 2020
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| REVIEWED | ||||
|---|---|---|---|---|
| 6 MONTH PERIOD ENDED | ||||
| June 302020 | June 302019 | |||
| Note | US$ | US$ | ||
| Continuing operations | ||||
| Other income | 4 | 755 | 26,677 | |
| Exploration and evaluation expenditure | 5 | (86,120) | - | |
| Business development expenses | 5 | (647,475) | (1,686,994) | |
| Fair value loss on financial asset at fair value through profit or loss | 5 | (856,548) | (2,793,710) | |
| Impairment expense | 5 | (232,893) | (1,222,853) | |
| Foreign exchange loss | (520,222) | (55,774) | ||
| Administrative expenses | 5 | (1,061,967) | (1,153,462) | |
| Loss before income tax from continuing operations | (3,404,470) | (6,886,116) | ||
| Income tax benefit | - | - | ||
| Loss for the period from continuing operations | (3,404,470) | (6,886,116) | ||
| Other comprehensive income / (loss) | ||||
| Exchange differences on translation of foreign operations | 158,274 | 444 | ||
| Net gain on financial assets at fair value through other comprehensiveincome | 282,668 | 209,945 | ||
| Total comprehensive loss for the period | (2,963,528) | (6,675,727) | ||
| Loss attributable to: | ||||
| Equity holders of the Company | (3,262,191) | (6,502,532) | ||
| Non-controlling interest | (142,279) | (383,584) | ||
| (3,404,470) | (6,886,116) | |||
| Total comprehensive loss attributable to: | ||||
| Equity holders of the Company | (2,821,249) | (6,292,143) | ||
| Non-controlling interest | (142,279) | (383,584) | ||
| (2,963,528) | (6,675,727) | |||
| Loss per share attributable to ordinary shareholders | ||||
| Basic loss per share (cents) | (0.66) | (1.36) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| REVIEWED | AUDITED | ||
|---|---|---|---|
| June 302020 | December 312019 | ||
| Note | US$ | US$ | |
| Current assets | |||
| Cash and cash equivalents | 6 | 2,944,118 | 3,927,667 |
| Receivables | 145,495 | 33,247 | |
| Prepayments | 53,122 | 113,392 | |
| Total current assets | 3,142,735 | 4,074,306 | |
| Non-current assets | |||
| Property, plant and equipment | 216,559 | 236,663 | |
| Financial assets at fair value through other comprehensive income | 7 | 2,229,287 | 1,946,619 |
| Exploration and evaluation assets | 8 | 2,560,746 | 2,929,501 |
| Right-of-use Asset | 240,078 | 298,468 | |
| Total non-current assets | 5,246,670 | 5,411,251 | |
| Total assets | 8,389,405 | 9,485,557 | |
| Current liabilities | |||
| Trade and other payables | 10 | 400,463 | 663,865 |
| Provisions | 241,808 | 220,376 | |
| Lease liability | 114,990 | 105,510 | |
| Loan | 11 | 2,650,000 | 2,650,000 |
| Total current liabilities | 3,407,261 | 3,639,751 | |
| Non-current liabilities | |||
| Lease liability | 139,852 | 194,328 | |
| Total non-current liabilities | 139,852 | 194,328 | |
| Total liabilities | 3,547,113 | 3,834,079 | |
| Net assets | 4,842,292 | 5,651,478 | |
| Shareholder's equity | |||
| Issued capital | 12 | 170,567,250 | 168,412,908 |
| Reserves | 10,475,264 | 10,034,322 | |
| Accumulated losses | (175,211,654) | (171,949,463) | |
| Parent shareholder's equity | 5,830,860 | 6,497,767 | |
| Non-controlling interest | (988,568) | (846,289) | |
| Total shareholder's equity | 4,842,292 | 5,651,478 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Six months to June 30, 2020 | Issued capital | Assetrevaluationreserve | Share basedpaymentreserve | Other capitalreserve | Foreigncurrencytranslationreserve | Accumulatedlosses | Noncontrollinginterest | Total |
|---|---|---|---|---|---|---|---|---|
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |
| Balance at January 1, 2020 | 168,412,908 | 446,619 | 8,696,142 | 30,662 | 860,899 | (171,949,463) | (846,289) | 5,651,478 |
| Loss for the period | - | - | - | - | - | (3,262,191) | (142,279) | (3,404,470) |
| Currency translation differences | - | - | - | - | 158,274 | - | - | 158,274 |
| Net gain on financial assets at FVOCI | - | 282,668 | - | - | - | - | - | 282,668 |
| Total comprehensive income / (loss) for the period | - | 282,668 | - | - | 158,274 | (3,262,191) | (142,279) | (2,963,528) |
| Shares issued during the period | 2,239,143 | - | - | - | - | - | - | 2,239,143 |
| Share issue expenses | (84,801) | - | - | - | - | - | - | (84,801) |
| Balance at June 30, 2020 | 170,567,250 | 729,287 | 8,696,142 | 30,662 | 1,019,173 | (175,211,654) | (988,568) | 4,842,292 |
| Six months to June 30, 2019 | Issued capital | Assetrevaluationreserve | Share basedpaymentreserve | Other capitalreserve | Foreigncurrencytranslationreserve | Accumulatedlosses | Noncontrollinginterest | Total |
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |
| Balance at January 1, 2019 | 167,858,807 | 483,145 | 8,696,142 | 30,662 | 853,617 | (158,528,797) | (534,419) | 18,859,157 |
| Loss for the period | - | - | - | - | - | (6,502,532) | (383,584) | (6,886,116) |
| Currency translation differences | - | - | - | - | 444 | - | - | 444 |
| Net gain on financial assets at FVOCI | - | 209,945 | - | - | - | - | - | 209,945 |
| Total comprehensive income / (loss) for the period | - | 209,945 | - | - | 444 | (6,502,532) | (383,584) | (6,675,727) |
| Shares issued during the period | - | - | - | - | - | - | - | - |
| Share issue expenses | (10,408) | - | - | - | - | - | - | (10,408) |
| Balance at June 30, 2019 | 167,848,399 | 693,090 | 8,696,142 | 30,662 | 854,061 | (165,031,329) | (918,003) | 12,173,022 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
| REVIEWED | ||||
|---|---|---|---|---|
| 6 MONTH PERIOD ENDED | ||||
| June 302020 | June 302019 | |||
| Note | US$ | US$ | ||
| Operating activities | ||||
| Payments to suppliers and employees | (1,929,539) | (3,991,008) | ||
| Interest received | 505 | 1,555 | ||
| Exploration and evaluation expenditure | (86,120) | - | ||
| Net cash flows used in operating activities | (2,060,154) | (3,989,453) | ||
| Investing activities | ||||
| Payments for property, plant and equipment | (6,660) | - | ||
| Advances to associate entities | (1,043,634) | (2,587,452) | ||
| Net cash flows used in investing activities | (1,050,294) | (2,587,452) | ||
| Financing activities | ||||
| Repayment of borrowings | - | - | ||
| Proceeds from shares issued | 2,239,143 | - | ||
| Share issue expenses | (84,800) | (10,409) | ||
| Lease liability payments | (44,996) | (65,698) | ||
| Net cash flows from financing activities | 2,109,347 | (76,107) | ||
| Net decrease in cash and cash equivalents | (956,101) | (6,653,012) | ||
| Cash and cash equivalents at the beginning of the period | 3,927,667 | 16,469,474 | ||
| Net foreign exchange difference | (27,448) | (41,458) | ||
| Cash and cash equivalents at end of the period | 6 | 2,944,118 | 9,775,004 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
The consolidated interim financial statements of RTG are presented as at June 30, 2020 for the period January 1, 2020 to June 30, 2020.
RTG was incorporated on December 27, 2012, and is domiciled in the British Virgin Islands. The Company's registered address is Sea Meadow House, Blackburne Highway, PO Box 116 Road Town, Tortola, British Virgin Islands. Its shares are publicly traded on the Australian Securities Exchange ("ASX") and the Toronto Stock Exchange ("TSX").
2. BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The consolidated interim financial statements are a general purpose condensed financial report which has been prepared in accordance with the requirements of International Accounting Standard 34 ("IAS 34") as issued by the International Accounting Standards Board.
The consolidated interim financial statements have been prepared on a historical cost basis, except for financial assets at fair value through other comprehensive income and financial assets at fair value through profit which have been measured at fair value. Historical costs are generally based on the fair values of the consideration given in exchange for goods and services.
The financial report is presented in United States Dollars (US$) unless otherwise noted.
Significant accounting policies
The consolidated interim financial statements do not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Company as in the annual audited financial statements. It is recommended that these consolidated interim financial statements be read in conjunction with the annual financial report for the year ended December 31, 2019, and any public announcements made by the Company during the period.
(i) Significant accounting judgments
The valuation of certain assets held by the Group is dependent upon the estimation of mineral resources and ore reserves. There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available.
Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may ultimately result in the reserves being restated. Such change in reserves could impact on asset carrying values.
(ii) Significant accounting estimates and assumptions
Expected credit losses of financial asset at amortised cost
Loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
Impairment of investment in Joint Venture
Where there is objective evidence that the investment in a joint venture should be impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, the asset is written down accordingly. Impairment charges are included in profit or loss.
IFRS 16 Leases
IFRS 16 Leases was adopted from January 1, 2019 and relates to the recognition, classification and measurement of leases. The Company currently has one lease, for the principal office based in Subiaco. The Company assessed which business model applied to the lease and classified its lease into the appropriate IFRS 16 category. On recognition the Company recognises a lease liability and a right of use asset in its balance sheet.
The subsequent recognition comprises of the Company recognising a lease liability based on the discounted payments required under the lease. The lease liability is measured with reference to an estimate of the lease term, including optional lease periods if RTG is reasonably certain to exercise an option to extend the lease. RTG uses the cost model to recognise the ROU asset and amortise it over the remaining years of its term. Refer to note 9 for more details.
COVID-19
Based on the information available the impact of COVID-19 on the Group has been considered. After considering the operations of the Group including the staffing, geographical areas, local government regulations there does not appear to be any significant impact on the Company's financials from the pandemic other than the necessary cost reductions that were made during the period before the Private Placement was confirmed and due to the uncertainty of available funding.
3. CHANGES IN ACCOUNTING POLICIES
There were no changes in accounting policies during the period.
4. OTHER INCOME
| REVIEWED | |||
|---|---|---|---|
| 6 MONTH PERIOD ENDED | |||
| June 30 | June 30 | ||
| 2020 | 2019 | ||
| US$ | US$ | ||
| Interest income | 755 | 26,677 | |
| 755 | 26,677 | ||
| 5.EXPENSES | |||
| Exploration and evaluation expenditure | |||
| Exploration and evaluation expenditure | 86,120 | - | |
| 86,120 | - | ||
| Business development expenses | |||
| Conferences | 6,852 | 20,688 | |
| Employee and director fees | 200,677 | 188,713 | |
| Project analysis | 10,257 | 42,775 | |
| Travel expenses | 109,043 | 281,222 | |
| Legal fees | 156,862 | 481,061 | |
| Consultants fees | 138,015 | 641,382 | |
| Other expenses | 25,770 | 31,173 | |
| 647,475 | 1,686,994 | ||
| Administrative expenses | |||
| Accounting, tax services and audit fees | 32,822 | 43,414 | |
| Computer support fees | 6,846 | 7,843 | |
| Consultants fees | 194,141 | 169,868 | |
| Depreciation expenses | 24,295 | 20,420 | |
| Employee and directors' fees | 393,029 | 577,912 | |
| Insurance expenses | 51,939 | 38,584 | |
| Legal expenses | 9,197 | 6,426 | |
| Listing and shareholder reporting costs | 46,784 | 38,341 | |
| Occupancy expenses | 61,773 | 65,487 | |
| Travel expenses | 7,087 | 128,863 | |
| Finance costs | 9,197 | - | |
| Other expenses | 224,8571,061,967 | 56,3041,153,462 | |
| Share of Philippines Associate loss | |||
| Share of net losses of Philippines Associates | - | - | |
| - | - | ||
| Fair value loss on financial asset at fair value through profit or loss | |||
| Fair value loss on advances to Philippines Associates | (i) | 856,548856,548 | 2,793,7102,793,710 |
(i) Advances to Philippines Associates have been classified as a financial asset at fair value through profit or loss. The fair value is calculated using the expected cashflow to be received from the underlying project of the associate, discounted using a risk adjusted discount rate relating to the loan. Refer to notes 10 for further information.
5. EXPENSES – continued
| REVIEWED6 MONTH PERIOD ENDED | |||
|---|---|---|---|
| June 30 | June 30 | ||
| 2020 | 2019 | ||
| US$ | US$ | ||
| Impairment expense | |||
| Impairment of investment in joint venture | (i) | 232,893 | 1,222,583 |
| 232,893 | 1,222,583 | ||
(i) The recoverable amount of the investment in the joint venture was assessed to be nil and the asset was fully impaired as at June 30, 2020.
6. CASH AND CASH EQUIVALENTS
| REVIEWED | AUDITED | ||
|---|---|---|---|
| June 30 | December 31 | ||
| 2020 | 2019 | ||
| US$ | US$ | ||
| Cash on hand | 47 | 38 | |
| Cash at bank | (i) | 2,944,071 | 3,927,629 |
| 2,944,118 | 3,927,667 |
(i) Cash at bank earns interest at floating rates based on daily bank deposit rates.
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| Non-current | ||
|---|---|---|
| Financial assets at fair value through other comprehensive income | 2,229,287 | 1,946,619 |
| 2,229,287 | 1,946,619 | |
| Reconciliation of movements in financial assets at fair valuethrough other comprehensive income: | ||
| Opening balanceAdditions | 1,946,619- | 1,983,145- |
| Gain on fair value measurement | 282,668 | (36,526) |
| Closing balance | 2,229,287 | 1,946,619 |
8. EXPLORATION AND EVALUATION ASSETS
| 2,560,746 | 2,929,501 | |
|---|---|---|
| Foreign exchange gain/(loss) | (368,755) | 15,913 |
| Acquisition of exploration and evaluation assets | 2,913,588 | |
| Opening balance | 2,929,501 | - |
(i) Exploration and evaluation expenditure after acquisition has been expended to the statement of profit or loss and other comprehensive income. Refer to note 5 for further details.
9. FINANCIAL ASSET AT FAIR VALUE THROUGH PROFIT OR LOSS
| REVIEWED | AUDITED | |
|---|---|---|
| June 30 | December 31 | |
| 2020 | 2019 | |
| US$ | US$ | |
| Advances to Philippines Associates | ||
| Opening balance | - | - |
| Advances to Philippines Associates | 856,548 | 6,645,657 |
| Fair value loss | (856,548) | (6,645,657) |
| - | - |
The Group determines the fair value of the advances in consideration of the investments in associates. Considering the investments were held at nil valuation as at June 30, 2020, and the status of the relevant opportunities and credit risk, there was no recognised fair value of the advances to Philippines Associates.
10. TRADE AND OTHER PAYABLES
| 400,463 | 663,865 | |
|---|---|---|
| Accrued expenses | 30,641 | 235,689 |
| Trade creditors | 369,822 | 428,176 |
| Current liabilities |
Trade payables are non-interest bearing and are normally settled on 30 to 60 day terms. There are no amounts that are expected to be settled greater than 12 months.
11. LOANS AND BORROWINGS
| Closing balance | 2,650,000 | 2,650,000 |
|---|---|---|
| Interest-bearing loan facility | - | 2,500,000 |
| Facility fee | - | 150,000 |
| Opening balance | 2,650,000 | - |
The loan is an interest-bearing unsecured facility with repayment extended to June 30, 2021. Subsequent to period end, the proceeds of the placement were used in part to repay US$1 million of the facility, with fees and interest to 16 April 2020 satisfied by an issue of shares, as approved by shareholders at the Annual General Meeting.
12. ISSUED CAPITAL AND RESERVES
(a) Issued and paid up share capital
| June 302020 | June 302019 | June 302020 | June 302019 | |
|---|---|---|---|---|
| Number | Number | US$ | US$ | |
| Issued and paid up capital | 550,782,016 | 478,940,889 | 170,567,250 | 167,848,399 |
Fully paid shares carry one vote per share and the right to dividends. The Company is authorised to issue an unlimited number of shares of no par value of a single class.
Movements in contributed equity during the period were as follows:
| Number | US$ | |
|---|---|---|
| Opening balance at January 1, 2020 | 490,653,466 | 168,412,908 |
| Shares issues | 60,128,550 | 2,239,143 |
| Shares issue costs | - | (84,801) |
| Total shares on issue at June 30, 2020 | 550,782,016 | 170,567,250 |
| Opening balance at 1 January 2019 | 478,940,889 | 167,858,807 |
| Shares issues | - | - |
| Shares issue costs | - | (10,408) |
| Total shares on issue at June 30, 2019 | 478,940,889 | 167,848,399 |
| (b)Reserves | ||
| REVIEWED | AUDITED | |
| June 30 | December 31 | |
| 2020 | 2019 | |
|---|---|---|
| US$ | US$ | |
| Asset revaluation reserve | 729,287 | 446,619 |
| Share based payment reserve | 8,696,142 | 8,696,142 |
| Foreign currency translation reserve | 1,019,173 | 860,899 |
| Other reserves | 30,662 | 30,662 |
| 10,475,264 | 10,034,322 |
Movements in options during the period were as follows:
| 12,715,201 |
|---|
| -12,715,201 |
13. DIVIDENDS
No dividends have been paid or provided for during the period. (June 30, 2019: nil).
14. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
Fair value
The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their respective net fair values, determined in accordance with the Company's accounting policies. All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole, is described as follows:
- Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
- Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
Recognised fair value measurements
The following table presents the Group's assets measured at fair value at June 30, 2020 and December 31, 2019:
| At June 30, 2020 | Level 1US$ | Level 2US$ | Level 3US$ | TotalUS$ |
|---|---|---|---|---|
| Financial asset at fair value through othercomprehensive income | 2,229,287 | - | - | 2,229,287 |
| Total | 2,229,287 | - | - | 2,229,287 |
| At December 31, 2019 | Level 1US$ | Level 2US$ | Level 3US$ | TotalUS$ |
| Financial asset at fair value through othercomprehensive income | 1,946,619 | - | - | 1,946,619 |
| Total | 1,946,619 | - | - | 1,946,619 |
Fair value of other financial instruments not measured at fair value
The carrying amounts of receivables and trade payables are assumed to approximate their fair value due to their short term nature.
15. SEGMENT REPORTING NOTE
The Company's operations are segmented on a regional basis and are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments has been defined as the Chief Executive Officer.
The Company operates in a single segment, being mineral exploration and development.
The following is the geographical locations of the Company's assets:
June 30, 2020
| Operating segment | Philippines | Australia | Kyrgyz | Other | Consolidated |
|---|---|---|---|---|---|
| June 30 | June 30 | June 30 | June 30 | totalJune 30 | |
| 2020 | 2020 | 2020 | 2020 | 2020 | |
| Revenue | US$ | US$ | US$ | US$ | US$ |
| Revenue from external customers | - | - | - | - | - |
| Interest income | - | 755 | - | - | 755 |
| Other | - | - | - | - | - |
| Total revenue | 755 | ||||
| Results | |||||
| Segment profit / (loss) before tax | (856,548) | (1,783,569) | (693,576) | (70,777) | (3,404,471) |
| Revenue | - | 755 | - | - | 755 |
| Administrative expenses | - | (863,060) | (125,349) | (73,558) | (1,061,967) |
| Foreign exchange | - | (52,114) | (470,888) | 2,781 | (520,222) |
| Impairment expense | - | (232,893) | - | - | (232,893) |
| Fair value loss on financial assets throughprofit or loss | (856,548) | - | - | - | (856,548) |
| Other expenses | - | (647,475) | (86,120) | - | (733,595) |
| Segment loss before income tax fromcontinuing operations | (3,404,470) | ||||
| Operating segment | Philippines | Australia | Kyrgyz | Other | Consolidatedtotal |
| June 30 | June 30 | June 30 | June 30 | June 30 | |
| 2020 | 2020 | 2020 | 2020 | 2020 | |
| US$ | US$ | US$ | US$ | US$ | |
| Segment assets | |||||
| Corporate assets | - | 5,703,589 | 2,662,809 | 23,006 | 8,389,405 |
| Total assets | 8,389,405 | ||||
| Segment liabilities | |||||
| Corporate liabilities | - | (3,351,971) | (180,346) | (14,796) | (3,547,113) |
June 30, 2019
| totalJune 30June 30June 30June 302019201920192019RevenueUS$US$US$US$Revenue from external customers----Interest income-26,677-26,677Other----Total revenue26,677ResultsSegment profit / (loss) before tax(2,793,710)(4,015,250)(77,156)(6,886,116)Revenue-26,677-26,677Administrative expenses-(1,078,003)(75,459)(1,153,462)Foreign exchange-(54,077)(1,697)(55,774)Share of associate loss----Impairment expense-(1,222,853)-(1,222,853)Fair value loss on financial assets through profit or(2,739,710)--(2,793,710)lossOther expenses-(1,686,994)-(1,686,994)Segment loss before income tax from continuing(6,886,116)operationsPhilippinesAustraliaOtherConsolidatedOperating segmenttotalJune 30June 30June 30June 302019201920192019US$US$US$US$Segment assetsCorporate assets-13,116,53951,78213,168,321Total assets13,168,321Segment liabilitiesCorporate liabilities-(986,243)(9,056)(995,299) | Operating segment | Philippines | Australia | Other | Consolidated |
|---|---|---|---|---|---|
16. COMMITMENT AND CONTINGENCIES
a) Commitments
As at June 30, 2020, the Group recognised the following commitments:
Chanach Licence Costs
As at June 30, 2020, there was approximately US$40,735 remaining in licence fees to be paid to maintain the licence that expires at the end of 2020.
b) Contingencies and contingent liabilities
As at June 30, 2020, the Group recognised the following contingent liabilities:
Associate
Investment in Philippines Associates
As at June 30, 2020, Mt. Labo and Galeo had estimated contingent liabilities relating to the legal proceedings for both the civil case in the Philippines and arbitration through the Singapore International Arbitration Centre. Galeo's claims against Mt. Labo were for PHP1,500,000 under the civil case and USD309,519.05 under arbitration, plus legal costs and costs of arbitration of USD1,968,469.57, SGD545,208.34 and PHP54,317,362.50 (plus pre and post award interest). The Associates had no other contingent liabilities or capital commitments as at June 30, 2020 (nil: December 31, 2019). Subsequent to the period end, Mt. Labo received a favourable Final Award in the SIAC with the Tribunal dismissing all of Galeo's counterclaims and awarding all costs to Galeo for all costs. Refer to Note 18 for further details on the damages and costs awards handed down in favour of Mt. Labo.
Subsidiary
Central Exploration Pty Ltd
In 2018, the Group acquired A2V Mining Inc. ("A2V"), a non-listed company with a direct interest in Central Exploration Pty Ltd ("Central"). Through the conversion of loan funding into shares in Central, the Group's total interest in Central increased to 69%. The acquisition gave rise to a contingent liability of $1,333,257 relating to Duncan Mining Pty Ltd's (a related entity of Central) acquisition of URM (South Pacific) Pty Ltd. Repayment of the liability is dependent on the development of Central's Bougainville interests. Given the current status of the project, repayment of the liability is not considered probable. At balance date, the value of the liability increased to $1,742,881 (December 31, 2019: $1,661,545), however repayment is still not considered probable. This is not a liability of the Company but Central and is not guaranteed by RTG.
17. RELATED PARTY DISCLOSURE
Controlling entity
The ultimate controlling entity in the wholly owned group is RTG Mining Inc.
Other transactions with related parties
Transactions with related parties consist of companies with Directors and Officers in common and companies owned in whole or in part by Executives and Directors as follows for the three and six months ended June 30, 2020 and 2019:
| Name | Nature of transactions |
|---|---|
| Coverley Management Services Pty Ltd | Consulting as Director |
The Company paid the following fees in the normal course of operation in connection with companies owned by Directors:
| UNAUDITED3 MONTH PERIOD ENDED | REVIEWED | |||
|---|---|---|---|---|
| 6 MONTH PERIOD ENDED | ||||
| June 30 | June 30 | June 30 | ||
| 2020 | 2019 | 2020 | 2019 | |
| US$ | US$ | US$ | US$ | |
| Directors fees | 12,743 | 13,267 | 12,743 | 13,267 |
| Total | 12,743 | 13,267 | 12,743 | 13,267 |
Advances to Philippines Associates
During the period ended June 30, 2020 the Group entered into transactions with related parties:
• Loans of $856,548 were advanced on to the associates of the Company.
These transactions were undertaken on the following terms and conditions:
- Loans are repayable at call, and
- No interest is payable on the loans at present.
18. EVENTS AFTER REPORTING PERIOD
On July 7, 2020, Shareholders approved tranche two of the Private Placement at the Annual General Meeting, for the issue of approximately 102,422,120 Securities at a price of A$0.057 per Security to Australian and international institutional and sophisticated investors, raising proceeds of circa US$3.8 million (before costs), with settlement successfully completed on 15 July 2020.
On July 7, 2020, Shareholders also approved the issue of 6,806,612 unlisted advisor options, which were issued to the US Placement Agent on 15 July 2020.
On July 7, 2020, the Company announced that it had finalised agreements for the sale of its remaining interests in Thor Explorations Ltd ("Thor"), received in consideration for the sale of the Segilola Gold Project in Nigeria some years ago. The Company sold its interests for a total consideration of C$3.35 million: the shareholding for a total consideration of C$2.45 million and the royalty for a further C$0.65 million in cash and C$0.25 million in Vox Royalty Corp. (TSXV:VOX) shares. The Company received full consideration for the sale of the shareholding on 14 July 2020 and the sale of the royalty is expected to settle by approximately the first week of September due to notice periods.
On August 21, 2020, the Tribunal handed down a favourable Final Award to Mt. Labo in the international arbitration against Galeo Equipment Corporation in the Singapore International Arbitration Centre. Mt. Labo prevailed on all matters considered important including a determination that the Joint Venture Agreement with Galeo was validly terminated, the compromise agreement was validly rescinded, Galeo is not entitled to any shares in Mt. labo, Galeo was not a co-permittee of the Mt. Labo Exploration Permit and Galeo is not the operator of the project. The Tribunal ordered Galeo to pay damages of approximately US$18.6m (plus interest at 6% from various dates) and legal costs, including the Tribunal's fees of approximately S$7.45m.
The full impact of the COVID-19 pandemic continues to evolve at the date of this report. The Company is therefore uncertain as to the full impact that the pandemic will have on its financial condition, liquidity, and future results of operations during 2020. Management continues to actively monitor the global situation and its impact on the Company's financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for the 2020 financial year.
Other than these matters, no significant events have occurred subsequent to reporting date that would have a material impact on the consolidated financial statements.
DIRECTORS' DECLARATION
In accordance with a resolution of the Directors of the Company, I state that in the opinion of the Directors:
- (a) the financial statements and notes of the Consolidated Entity:
- (i) give a true and fair view of the Consolidated Entity's financial position as at June 30, 2020 and of its performance for the six month period ended June 30, 2020; and
- (ii) comply with International Accounting Standards and other mandatory professional reporting standards; and
- (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
On behalf of the Board.
Justine Alexandria Magee President and Chief Executive Officer Perth August 28, 2020

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au
38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia
DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF RTG MINING INC.
As lead auditor for the review of RTG Mining Inc. for the half-year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been:
No contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of RTG Mining Inc. and the entities it controlled during the period.
Dean Just Director
BDO Audit (WA) Pty Ltd Perth, 28 August 2020

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au
38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia
INDEPENDENT AUDITOR'S REVIEW REPORT
To the members of RTG Mining Inc.
Report on the Half-Year Financial Report
Conclusion
We have reviewed the half-year financial report of RTG Mining Inc. (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year then ended, a summary of significant accounting policies and other explanatory information, and the directors' declaration.
Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the accompanying half-year financial report of the Group does not present fairly, in all material respects, the financial position of the Group as at 30 June 2020, and of its financial performance and its cash flows for the half-year ended on that date, in accordance with AASB 134 Interim Financial Reporting.
Basis for conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Company. Our responsibilities are further described in the Auditor's Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Responsibility of the directors for the financial report
The directors of the Group are responsible for the preparation and fair presentation of the half-year financial report in accordance with AASB 134 Interim Financial Reporting and for such internal control as the directors determine is necessary to enable the preparation and fair presentation of the 30 June 2020 financial report that is free from material misstatement, whether due to fraud or error.
Auditor's responsibility for the review of the financial report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the half-year financial report does not present fairly, in all material respects, the financial position of the Group as at 30 June 2020 and of its financial performance and its cash flows for the half-year ended on that date, accordance with AASB 134 Interim Financial Reporting.

A review of a financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
BDO Audit (WA) Pty Ltd
Dean Just Director
Perth, 28 August 2020