RTG Mining Inc. — Management Reports 2015

Aug 16, 2015

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Management Discussion and Analysis

For the three and six months ended June 30, 2015

RTG Mining Inc. Management Discussion and Analysis For the six months ended June 30, 2015

This Management Discussion and Analysis (“MD&A) provides a review of the performance of RTG Mining Inc.’s (“RTG”, “Company” or the “Group”) operations and compares its performance with those of the preceding year and quarters. This MD&A also provides an indication of future developments along with issues and risks that can be expected to impact future operations. This report has been prepared on the basis of available information up to June 30, 2015 and should be read in conjunction with the annual audited financial statements of the Company for the period ended December 31, 2014, and the related notes thereto, which have been prepared in accordance with International Financial Reporting Standards and the Annual Information Form (“AIF”) dated March 30, 2015 for December 31, 2014.

All figures are in US dollars unless otherwise indicated, and the effective date of this MD&A is August 13, 2015)

Additional information relating to the Company, including the Company’s Financial Statements and AIF can be found on SEDAR at www.sedar.com.

DESCRIPTION AND OVERVIEW OF BUSINESS

RTG was incorporated on December 27, 2012 and is domiciled in the British Virgin Islands. On March 28, 2013, Ratel Group Limited (“Ratel Group”) and RTG completed the merger (the “Merger”) of Ratel Group and Ratel Merger Ltd, a wholly-owned subsidiary of RTG. As a result, the surviving corporation formed by the Merger is a wholly-owned subsidiary of RTG. On 15 April 2013, the restructuring transaction was fully completed along with the satisfaction of the escrow release conditions pursuant to the private placement (the “Private Placement”) of 162,538,641 subscription receipts of RTG at C$0.13 each, raising gross proceeds in the order of C$21.1M. As a result, the previously issued ordinary shares of Ratel Group (the “Ratel Shares”) were exchanged for ordinary shares of RTG (the “RTG Shares”) and the surviving corporation formed by the Merger is a wholly-owned subsidiary of RTG. The 162,538,641 previously issued subscription receipts were automatically converted (for no additional consideration) into 162,538,641 RTG Shares and the gross proceeds of the Private Placement, less the commission payable to Haywood Securities Inc. as agent under the Private Placement and less the fees payable to the subscription receipt agent under the Private Placement, were released to RTG. The RTG Shares began trading on the TSX under the former symbol for the Ratel Shares, “RTG”, effective as of the open of markets on April 15, 2013.

Ratel Group was incorporated on October 18, 2010 and is domiciled in the British Virgin Islands. Both CGX Limited (“CGX”) and Zambian Mining Limited (“Zambian Mining”) were incorporated on August 22, 2006 and are also domiciled in the British Virgin Islands. Ratel Group, CGX and Zambian Mining were previously wholly owned subsidiaries of Ratel Gold (now St Augustine Gold & Copper Limited (“SAU”)). On 17 December 2010, the shares held by Ratel Gold (now SAU) were transferred to Ratel Group who acquired a 100% interest in Zambian Mining and CGX. Ratel Group was previously listed on the TSX on January 4, 2011 under the symbol “RTG” and pursuant to the Merger, has since ceased trading on the TSX. As of May 1, 2013, Ratel Group ceased to be a reporting issuer. CGX and Zambian Mining were incorporated to act as holding companies respectively for the interests in the Segilola Gold Project in Nigeria and the Mkushi Copper Project in Zambia (sold during the 2013 year, as discussed below).

On 4 June 2014, RTG completed the implementation of the schemes of arrangement (the “Schemes”) pursuant to the terms of the previously announced Scheme Implementation Deed dated February 24, 2014 (the “Deed”) between RTG and Sierra Mining Limited (“Sierra”) to acquire all of the outstanding securities of Sierra.

Pursuant to the Schemes, RTG acquired all of the outstanding shares of Sierra (“Sierra Shares”) and all of the outstanding listed options of Sierra (“Sierra Options”), and issued as consideration:

• (a) to eligible shareholders of Sierra, 3 new ordinary shares of RTG (“RTG Shares”) for every 10 Sierra Shares held and 1 new share purchase option of the Company (“RTG Option”) for every 30 Sierra Shares held; and

• (b) to eligible option holders of Sierra, 2 RTG Shares for every 10 Sierra Options held and 2 RTG Options for every 90 Sierra Options held.

The Company also acquired all unlisted Sierra Options (“Sierra Unlisted Options”), and issued as consideration to such holders of Sierra Unlisted Options:

• (a) 1 RTG Share for every 10 Sierra Unlisted Options exercisable at $0.20 each on or before July 1, 2014, together with 1 RTG Option for every 90 Sierra Unlisted Options held; and

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RTG Mining Inc. Management Discussion and Analysis For the six months ended June 30, 2015

(b) 1 RTG Share for every 20 Sierra Unlisted Options exercisable at $0.25 each on or before July 1, 2015, together with 1 RTG Option for every 180 Sierra Unlisted Options held.

Pursuant to the Schemes, RTG has acquired a direct 40% interest in each of Mt. Labo Exploration & Development Corporation (“Mt Labo”), St Ignatius Exploration and Mineral Resources Corporation, Bunawan Mining Corporation and Oz Metals Exploration and Development Corporation collectively known as the “ Associates ”.

Mabilo Project (“Mabilo” or the “Project)

The Company’s principal asset and focus is the Mabilo Project. The Mabilo Project is located in Camarines Norte Province, Eastern Luzon, Philippines. It is comprised of one granted Exploration Permit (EP-014-2013-V) of approximately 498 ha (under renewal) and two Exploration Permit Applications (EXPA-000188-V) of 2,737 ha and (EXPA 0000 209-V) of 498 ha. The Project area is relatively flat and is easily accessed by 15 km of all-weather road from the highway at the nearby town of Labo.

Sierra discovered the mineralisation in 2012 during a reconnaissance drilling program targeted on magnetic anomalies from a ground magnetic survey conducted by a former explorer. Sierra subsequently conducted a new ground magnetic survey in early 2013, remodelled the data and commenced a second phase of drilling in mid-2013.

Extensive drilling was undertaken during 2014 with significant extensions in known strike beyond the magnetic model in the North and South directions. A total of 69 drill holes totalling 11,231m were used for the maiden resource estimate (Announcement released on 24 November 2014 with the NI 43-101 Technical Report release on 8 January 2015). Ninety diamond drill holes were completed at the end of 2014 with further successful resource and exploratory step out drilling completed in 2015.

During the first quarter of the year for the Mabilo Project, exploration activity concentrated on infill drilling in the South Mineralised Zone with the aim of converting Inferred Resources to Indicated Resources. Drilling focused on Fault Block 3 and extensions to the Southeast.of the South Mineralised Zone. Strong intercepts were recorded in both areas, including a broad high grade shallow intercept of garnet skarn on the Southeast corner of the previously defined South Mineralised Zone.

During the second quarter of the year, drilling concentrated on extending the South Mineralised Zone with the aim of further converting Inferred Resources to Indicated Resources. Drilling focused on Fault Block 2 and initial validation of the revised geological interpretation on the North Mineralised Zone. Strong intercepts were recorded in both areas, including a wide down-hole intercept of high grade copper and gold (36.00m at 3.34 g/t Au and 3.25 % Cu) at the southern end of the south mineralised trend.

Drilling on the North Mineralised Zone recommenced during the last quarter with the initial drill holes providing strong evidence that the North Mineralised Zone is an offset continuation of the South Mineralised Zone. Such a continuation would significantly improve the potential for increased tonnes from the North Mineralised Zone and the opportunity for an increase in the oxide resource and chalcocite potential.

Reported drill hole MDH-102 and other drilling has confirmed the mineralisation in the North Mineralised Zone is moderately dipping in a near identical orientation to the South Mineralised Zone and stratigraphic observations are consistent with the South Mineralised Zone. The intercept confirms the revised exploration model and identifies a shallow high grade zone (22.35m at 3.52g/t Au and 3.06% Cu) 75 meters vertically from the surface and a lower grade interval (24.20m at 1.46g/t Au and 1.42% Cu) hosted within marble.

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RTG Mining Inc. Management Discussion and Analysis For the six months ended June 30, 2015

Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit

- South and North Zones

Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones	Mineral Resource Estimate Results - Reporting at 0.3 g/t Au lower cut-off - Mabilo Deposit - South and North Zones
Weathering State	Classification	Million Tonnes	Cu %	Au g/t	Ag g/t	Fe %	Contained Au (‘000s oz)	Contained Cu ('000s t)	Contained Fe (‘000s t)
Oxide + Supergene	Indicated	0.73	4.4	2.8	9.5	42.6	67.1	32.2	312.7
	Inferred	0.13	3.1	2.2	10.4	34.9	8.9	3.9	43.6
Fh	Indicated	5.13	1.7	2.1	8.3	49.9	346.8	88.9	2,563.0
res	Inferred	5.37	1.5	1.7	12.9	39.1	293.1	80.4	2,101.9
Note: The Mineral Resource was estimated within constraining wireframe solids based on the mineralised geological units. This resource table is quoted from all classified blocks above a lower cut-off grade 0.3 g/t Au within these wireframe solids. Differences may occur due to rounding

Mt Labo n is currently in the process of renewing its exploration licence at the Mabilo Project with the process well advanced. The regional Mines and Geosciences Bureau has confirmed that all conditions have been met and it has been endorsed for signing by the Central office. The drilling contractor Galeo Equipment Corporation (“Galeo”) has temporarily suspended drilling while reviewing the drilling program in line with the EP renewal.

The current resource is open down dip, down plunge and along strike in multiple directions, with all mineralisation found to date being shallow enough to be amenable to open pit mining techniques. The definition of two high grade oxide mining products within the Resource materially improves the economics of the Project with limited need for upfront capital and potential for early cash flow.

Feasibility Study

Lycopodium Minerals Pty Ltd (“Lycopodium”) has been managing the Phase 1 metallurgical test work program with analysis undertaken by ALS Metallurgy (“ALS”) in Perth, Australia. The program covered the oxide and primary domains with excellent results. The Phase 1 program was finalised at the end of January 2015 and forms the basis for the definitive test work program and associated process design and engineering. The completion of this has allowed the Company to move into Phase 2 Definitive Feasibility Study metallurgical test work.

The results to date of Phase 1 scoping metallurgical test work have also allowed a better definition of the end products from the proposed primary plant, producing two high grade and clean products that will enable discussions with offtake parties to advance and create a highly competitive environment for negotiations.

Lycopodium Minerals Pty Ltd has progressed the Phase 2 metallurgical test work program being undertaken at ALS Metallurgy in Perth, Australia, with testwork results being progressively used to drive the process flowsheet development for the processing facility. The Phase 2 program is on schedule and the results generally support the Phase 1 findings.

Knight Piesold Pty Ltd was awarded study work associated with water balance and management, TSF options, seismic and geotechnical design considerations for the Definitive Feasibility Study earlier in the year. To date Knight Piesold Pty Ltd has completed seismic and hydrological assessments for the mine tenement and has prepared preliminary tailings storage options. Geotechnical assessments are ongoing based on the results of the site drilling and test pitting for the Definitive Feasibility Study.

Highlights of Feasibility Study work done during the last quarter include:-

• Main composite test work on representative ore samples continued during the quarter and is approximately 55% complete. Samples have been prepared for physical testing and variability samples have been prepared for confirmatory testing of the processing route established on the master composite.

• The comminution program is complete and the data generated will be used to size the grinding mills and define the comminution circuit configuration.

• Preliminary processing operating cost estimates have been completed for the pit mine optimization and a preliminary mine schedule has been issued.

• Typical building drawings have been issued and a mine services area footprint prepared.

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RTG Mining Inc. Management Discussion and Analysis

For the six months ended June 30, 2015

• A preliminary site layout has been prepared including the provisional pit design, haul roads and waste dump, plant site and associated infrastructure, power station, fuel storage facility, mining services area, site roads, tailings storage facility and water containment and control structures to allow management of site run-off water.

• Process design criteria and mass balance development is ongoing in line with the test work progress.

• The process plant provisional mechanical equipment list has been prepared and is being updated in-line with process design and flowsheet changes.

• Equipment data sheets have been drawn up for major equipment items and vendor packages. Quotation requests are being issued for available equipment packages on an ongoing basis.

• Enquiries have been issued to potential fabricators / contractors for bulk rates.

• A seismic hazard assessment has been completed and climate and river flow monitoring is ongoing to establish baseline data for the site.

• Geochemical testing of a bulk tails sample by Knight Piesold has been completed with their report pending.

• Knight Piésold Consulting has designed a civil geotechnical site investigation program to establish founding conditions for proposed infrastructure within the Mabilo Project Area. A total of seventeen (17) bore holes and fifty-two (52) test pits have been drilled/ excavated across five locations.

The Study is set for completion early in the fourth quarter of the 2015 calendar year.

Joint Venture

Mt Labo has a joint venture with Philippines mining contractor and supplier, Galeo in both the Mabilo and Nalesbitan Gold ‐ Copper Projects.

Pursuant to the terms of the unincorporated joint venture, Galeo can earn up to 42% in the Projects by completing approximately 14,000m of drilling, mining the first 1.5Mt of the pre-strip, providing management services including management of local community relations, assistance with permitting and funding their share of all joint venture expenditure from commencement. To date, Galeo has earned a 36% interest in the orebody above 200m (commonly referred to as the Shallows).

Nalesbitan Project

The Nalesbitan Project comprises Mining Lease Contract MRD-459 of 500 Ha and MPSA Application APSA-V-0002 of 600 Ha. The Nalesbitan Project covers a large zone of alteration in which widespread zones of epithermal gold, silver and copper mineralisation have been outlined.

The mineralisation identified to date includes both low sulphidation and high sulphidation epithermal gold viens, potentially proximal to porphyry copper at depth. Induced Polarisation chargeability anomalies, interpreted to be due to sulphides associated with porphyry copper mineralisation, have been outlined in the southern part of the alteration zone. The Nalesbitan system has similarities to the giant Lepanto / Far South-East copper and gold porphyry system in northern Luzon.

The current focus at the Nalesbitan Project is advancement of community relations activities.

Bunawan Project (“Bunawan”)

The Bunawan Project, the Company’s secondary focus in the Philippines is located in the east of Mindanao Island in Agusan del Sur province, approximately 190 km north-northeast of Davao and adjacent to the Davao – Surigao highway.

The Bunawan Project is centered on a diatreme intrusive complex (Mahunoc diatreme) approximately five km NE of Medusa Mining’s Co-O mine in eastern Mindanao. Historical production at the Co-O Mine has demonstrated a significant high grade gold system and there is active artisinal mining throughout the region which further reinforces the gold potential of the area. A number of the artisanal mining operations occur within and adjacent to the Mahunoc diatreme and the area is highly prospective for the discovery of economic epithermal Au-Ag mineralisation of intermediate sulphidation / carbonate-base metal type.

In parallel with the efforts on the Mabilo Project, the Company was able to secure the issue of the Bunawan exploration permit which Sierra had been working on for some period of time. Following the granting of the Exploration Permit, the Company commenced a reconnaissance drilling program in November 2014. At the end of

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RTG Mining Inc. Management Discussion and Analysis

For the six months ended June 30, 2015

2014, nine holes had been completed for 3,074 metres. Mineralisation was intercepted in 6 of the 9 holes drilled, including 7m @ 4.18g/t Au and 4m @ 12.33g/t Au.

Work continued on ground mapping and preparation for geophysical programs in the Mahunoc region for the next quarter. Initial results of the Applied Petrologic Services and Research’s (“APSAR”) petrologic study have been received from the assaying of additional Bunawan drill samples. The results show copper gold Porphyry mineralization with overprinting of epithermal alteration. Microphotographs from the survey have shown gold deposition:

• alongside base metals enclosed in carbonates;

• interstitial to arsenopyrite and quartz; and

• native gold/electrum occurring with galena, pyrite, carbonate and illitic clay.

Geological mapping and a sampling program at Bayabas continued during the quarter. 10 rock chip samples were collected across the tenement yielding small amounts of gold and silver.

Geological mapping and a sampling program at Bayabas continued during the quarter. 10 rock chip samples were collected across the tenement yielding small amounts of gold and silver.

Other Philippines Projects:

Work at the Bahayan Project during the quarter including:

Continued geological mapping and sampling at Bahayan has indicated the potential for a copper gold porphry prospect overprinted by epithermal gold fissure veins.

• Copper bearing areas have been identified in the quarter at the Kawayan, Tagkan, Bahayan and Alimot prospects.

• 25 rock chip samples were collected and sent to Intertek. The best assay was returned from a Bahayan River channel sample with a weighted average grade of 5m @ 1.18% Cu, 0.41 g/t Au, 30.1 g/t Ag. At Galasyo Creek, andesite lava containing disseminated native copper returned a grade of 1.5m @ 0.25 % Cu, 0.01 g/t Au. At Lando Creek a quartz vein assayed 0.2m @ 0.64% Cu and the andesite wall rocks ran 2m @ 0.23% Cu. These results are very encouraging and indicate exploration activities are in the right geological domain.

Preparation for a proposed ground magnetic survey at Cogonon Prospect continued during the quarter. Line-clearing is about 60% complete.

Mkushi Copper Project

RTG announced on August 29, 2013 that it had sold its interest in the Mkushi Copper Project for US$13.1 million to Elephant Copper Ltd (“Elephant Copper”). Pursuant to the share sale agreement (the “Share Sale Agreement”) between Zambian Mining and Elephant Copper, Zambian Mining agreed to sell 100% of the share capital of RTG’s wholly owned subsidiary Seringa Mining Limited (“SML”), which holds the 51% interest in Mkushi Copper Joint Venture (“MCJVL”). The purchase price of US$13.1 million was satisfied by:

1. the issue of 20 million fully paid ordinary shares at an issue price of US$0.33 per share in Elephant Copper to ZML to the value of US$6.6 million (“Consideration Shares”); and

2. a US$6.5 million unsecured redeemable convertible note (“Convertible Note”).

Elephant Copper also agreed to payment of the Deferred Heap Leach payment totalling US$1,399,064 million, before interest (“DHL Payment”). The DHL Payment represents amounts paid by Zambian Mining on behalf of Elephant Copper to MCJVL.

On October 22, 2013, the conditions precedent to the Share Sale Agreement with Elephant Copper were satisfied and the sale was completed. Elephant Copper indicated it was in the process of completing a listing on the TSX (“IPO”) through a Transaction with International Millennium Mining Corp (“IMMC”), subject to securing funding to allow the planned development activities at the Mkushi Project to proceed. Under the planned transaction, IMMC will complete a consolidation (the “Consolidation”) of all of its outstanding common shares (the “IMMC Securities”) and completion of the Listing Transaction will be subject to the satisfaction of certain conditions prior to closing, including, but not limited to, all requisite regulatory approvals relating to the transaction, including, without limitation, TSXV approval, being obtained.

On March 18, 2015 the Company received correspondence from Elephant Copper stating that they are progressing their listing on the TSX Venture Exchange and that Nedbank Limited is committed as its corporate and financial adviser. On July 17, 2015 Elephant Copper forwarded correspondence targeting a listing by the end of August 2015.

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RTG Mining Inc. Management Discussion and Analysis For the six months ended June 30, 2015

The Convertible Note was repayable on or before January 1, 2015, with an exercise price for conversion equal to the lesser of US$0.45 and 1.36 times the IPO price for shares in Elephant Copper. As Elephant Copper are now in breach of their requirements under the Convertible Note, they are now accruing interest daily on the Convertible Note from January 1, 2015 at a prescribed rate of the higher of either 7% or LIBOR plus 4%. The Convertible Note is convertible at the sole election of Zambian Mining. Under the Share Sale Agreement, if:

1. the IPO does not proceed, or proceeds at a price less than US$0.33 per share, Zambian Mining will be entitled to additional Consideration Shares so that the total value of the Consideration Shares is US$6.6 million; and

2. Elephant Copper enters into an alternative transaction;

then, the total consideration payable under the Share Sale Agreement is to be satisfied in cash or alternatively, Elephant Copper will be required to buy all of the Consideration Shares and any shares to be issued under the Convertible Note at a price of US$0.33 per share.

Pursuant to the Share Sale Agreement, Elephant Copper undertook to complete its IPO by December 31, 2013 and repay the DHL Payment by January 1, 2014. On December 30, 2013, RTG received a letter from Elephant Copper requesting consideration of an amendment to the Share Sale Agreement to permit Elephant Copper more time to complete the IPO and repay the DHL Payment. SML issued a demand letter on January 8, 2014 demanding payment of the outstanding DHL Payment. SML has advised Elephant Copper that it fully reserves all of its rights and remedies under the Share Sale Agreement and has not agreed to any amendment

Segilola Gold Project

In May 2007, Segilola Gold Limited (“SGL”), a wholly owned subsidiary of RTG, entered into a joint venture with Tropical Mines Limited (“TML”), a private company based in Nigeria, to earn a 51% interest in the Segilola Gold Project in Nigeria (“the Joint Venture Agreement”).Ultimately there was a dispute over the full earn in of the 51% and it has been referred to Arbitration which at present has been deferred pursuant to an order from the Federal High Court of Nigeria (the “Court”). The case is currently before the High Court and has been adjourned until 3 November, 2015

RTG still has in place an unconditional Share Sale and Purchase Agreement for the sale of RTG’s 51% interest in the Segilola Gold Project in Nigeria (the “Segilola Sale”) for approximately US$14 million with Segilola Resources Operating Limited (“SROL”). The purchaser is yet to rectify the default of their obligations for completion, and have advised they are still seeking to remedy the default. The Segilola Sale also provides for full settlement of the related disputes in relation to the Segilola Gold Project between Ratel Group, SGL, TML, SROL, Bakrie Delano Africa Limited, NGM Resources Limited and Mr Oladipo Delano under the terms of an agreed settlement Deed (the “Settlement Deed”). This includes the settlement of the injunctive proceedings brought by SGL before the Court and the interim injunction issued against SGL by the Court dated 18 June 2012.

On the completion date of the Segilola Sale, signed counterparts of the Settlement Deed will be released from escrow and come into effect. As a result each of the injunctive proceedings is expected to be discontinued with no order as to costs and each party will bear their own costs.

RESULTS OF OPERATIONS

The Company recorded a net loss from continuing operations for the three and six-month period ended June 30, 2015 of $4.716M and $6.014M respectively. In the current period the Company took up an impairment expense for its investment and convertible note in Elephant Copper ($1.841M and 1.330M respectively). Adjusting for impairment, the losses were significantly lower than the losses incurred during the three and six-month periods ended June 30, 2014 of $1.220M and $3.092M respectively. The higher costs in the prior period were due to the implementation of the Schemes and acquisition of all the outstanding securities of Sierra, which was completed on June 4, 2014. The Group’s activities during the June 2015 quarter continued with successful exploratory step out drilling and work progressing on the Definitive Feasibility Study at the Mabilo Project. Work on the Definitive Feasibility Study included metallurgical test work, work on environmental studies, and community development and infrastructure studies for the Project. The Company’s regional Philippines exploration continued during the period at the Bunawan and Bahayan Projects with preparation underway for geophysical programs in the next quarter. The Company also continued its efforts in the period on the identification of new business opportunities in the resources sector.

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RTG Mining Inc. Management Discussion and Analysis For the six months ended June 30, 2015

Consolidated Results

(US$000’s, except per share information) Profit and Loss

Profit and Loss
			Three month period ended
	June	March	December	September	June
	30,	31,	31,	30,	30,
	2015	2015	2014	2014	2014
Revenue	1	-	4	10	8
Income/(loss) from continuing operations	(4,716)	(1,297)	(2,588)	(1,761)	(1,220)
Exploration & Evaluation costs	112	(112)	-	-	-
Business development costs	(335)	(454)	(397)	(456)	(292)
Administration	(720)	(535)	(893)	(858)	(978)
Share of loss of associate	(878)	(194)	(1,237)	(312)	(127)
Impairment expense	(3,172)	-	-	-	-
Basic profit/(loss) per share	(3.45)	(1.30)	(1.18)	(0.28)	(7.46)
			Six month period ended
		June	December	June 30,	December
		30,	31,	2014	31,
		2015	2014		2013
Revenue		1	13	18	25
Income/(loss) from continuing operations		(6,014)	(4,349)	(3,092)	(881)
Exploration & Evaluation costs		-	-	-	-
Business development costs		(677)	(854)	(717)	(854)
Administration		(1,255)	(1,751)	(2,087)	(1,751)
Share of loss of associate		(1,072)	(1,550)	(127)	(1,550)
Impairment expense		(3,172)	-	-	-
Basicprofit/(loss) per share		(4.75)	(1.45)	(8.03)	(1.45)

Specific items discussed below:

Revenue - other income

The Company holds differing quantities and currencies of cash including Australian Dollars, Canadian Dollars and United States Dollars which expose the Company to foreign exchange gains and losses. For the three and six month periods ended June 30, 2015 the Company incurred foreign exchange gains of $0.275M and $0.161M respectively, compared a foreign exchange gain then loss experienced in the three and six month periods ended June 30, 2014 of $0.170M and ($0.179M). The Company’s foreign exchange movements are driven by fluctuations in AUD and CAD exchange rates with the US dollar.

Administrative expenses

Administrative costs of $0.720M and $1.255M were incurred by the Company for the three and six month periods ended June 30, 2015 respectively. These costs were significantly lower than those incurred during the three and six month periods ended June 30, 2014 of $0.978M and $2.087M. The reduction in these costs relates in the main to the legal and other costs incurred in the prior year associated with the Schemes between RTG and Sierra Mining Limited. Other contributors to the lower costs are reallocation of employee costs to business development and exploration and evaluation.

Business development expenditure

The Company incurred business development expenses for the three and six month periods ended June 30, 2015 of $0.335M and $0.677M respectively compared to the three and six month period the prior year of $0.292M and $0.716M. The comparable costs in the current period relate predominately to new project analysis, and investor relations activities.

Share of loss of associate

The Company incurred a share of losses of its associate for the three and six month periods ended June 30, 2015 of

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RTG Mining Inc.

Management Discussion and Analysis

For the six months ended June 30, 2015

$0.878M and $1.072M compared with the three and six month periods ended June 30, 2014 of $0.127M and $0.127M respectively. The share of loss for the prior period coincides with the merger with Sierra in June 2014. The Share of loss of associates are generated from the Philippine entities acquired from the merger with Sierra, and are a function of the amount of exploration and development activity during the quarter, including the drilling at Mabilo, the feasibility related to the planned oxide and primary mining operation and work at the Company’s other Philippines projects including Bunawan.

In the current period, the Company recognised a loss of $0.878M for its share of its associate’s losses. This included reversal of the drilling cost accrual ($0.821M) made by the Company in its December 2014 accounts for drilling costs that weren’t yet reflected in the accounts of the associates. Adjusting for this reversal, a loss of $1.699M was recognised in the current period (which now includes the drilling cost accrual taken up by its associates).

Impairment expense

In the current period, the Company recognised an impairment expense of $3.172M for its investment in Elephant Copper ($1.8M) and Convertible Note ($1.3M). The Company has reviewed its investment and convertible note in Elephant Copper. The Company has adopted a conservative approach and on the recommendation of the Audit Committee, has decided to impair these assets to nil. The decision was based on a number of factors, including but not limited to, the fall in current market conditions and a lower copper price, which will potentially impact Elephant Coppers intended capital raising.

SUMMARY OF QUARTERLY RESULTS

SUMMARY OF QUARTERLY RESULTS	SUMMARY OF QUARTERLY RESULTS	SUMMARY OF QUARTERLY RESULTS	SUMMARY OF QUARTERLY RESULTS
(US$000’s, except per share information)
	Q2	Q1	YTD	Q4	Q3	Q2	Q1	YTD	Q2	Q1
	June	Mar	12	Dec	Sept	Jun	Mar	Year end	Dec	Sep
	2015	2015	months	2014	2014	2014	2014	– 6	2013	2013
			to 31					months
			Dec					to 31 Dec
			2014					2013
Revenue	1	-	32	4	10	8	10	25	13	12
Net
profit/(loss)	(4,716)	(1.297)	(7.441)	(2.588)	(1,761)	(1,220)	(1,872)	(881)	557	(1,438)
Per share
(undiluted
US$ cents
per share)	(3.45)	(1.30)	(9.48)	(1.18)	(0.27)	(7.46)	(0.57)	(0.27)	0.17	(0.44)
Per share
(diluted US$
cents per
share)	(3.45)	(1.30)	(9.48)	(1.18)	(0.27)	(7.46)	(0.57)	(0.27)	0.17	(0.44)

LIQUIDITY AND CAPITAL RESOURCES

The Company does not have any operations that generate cash inflow at this stage. RTG’s financial success relies on management’s ability to find economically viable mineral deposits. This process can take many years and is largely based on factors beyond the control of RTG.

In order to finance its project exploration and development activities, and corporate overhead, the Company is dependent on investor sentiment being positive towards the exploration business, so that funds can be raised through the sale of the Company’s securities.

See Financing Activities for details of the recent A$15 million private placement.

Cash and financial conditions

As at June 30, 2015, the Company had cash and cash equivalents of $9.505M compared to $2.395M at December 31, 2014.

Page 9 of 16

RTG Mining Inc.

Management Discussion and Analysis

For the six months ended June 30, 2015

The Company had working capital of $9.601M at June 30, 2015 compared to working capital of $1.654M at December 31, 2014. The increase in working capital during the 6 month period can be contributed to the net A$13.9M (US$10.8M) capital raising completed in April 2015, and the reversal of the drilling accrual now taken up by the Company’s associates as mentioned in “Results of Operation – Share of loss of associate” section above.

The Company manages liquidity risk through maintaining sufficient cash, loan facilities or credit terms with its suppliers to meet the operating requirements of the business and investing excess funds in highly liquid short term cash deposits. The Company’s liquidity needs can likely be met through existing cash on hand, subject to current operating parameters and budgets being met.

The Company currently has in place an active program of financial forecasting and budgeting both at a corporate and project level to manage both the application of funds and planning for future financial needs to ensure that any shortfall in revenue funds is adequately covered by cash reserves or planned new sources being either debt or equity based on the then most cost effective weighted average cost of capital. Expenditure to date for the Company has been largely in line with the overall initial budget forecasts, save for any costs related to legal disputes.

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The Group’s maximum exposures to credit risk at the reporting date in relation to each class of financial asset is the carrying amounts of those assets as indicated in the Company’s balance sheet.

Investing activities

The Company recognised net investing cash outflows of $1.082M and $1.853M for the three and six months ended June 30, 2015, compared to $0.419M and $0.413M for the comparative periods in 2014. These outflows have come about in the main due to loans extended to the Company’s associates for its share of project related costs in the Philippines. On June 4, 2014, RTG completed the implementation of the Schemes to acquire the outstanding securities of Sierra. Pursuant to the Schemes, RTG has acquired a direct 40% interest in each of Mt Labo, St Ignatius Exploration and Mineral Resource Corporate, Bunawan Mining Corporation and Oz Metals Exploration and Development Corporation collectively known as the “Associates”.

The loan movements for the quarter have funded share of the costs associated with the following:

• the continuation of Phase 2 metallurgical test work along with environmental and community relations at the Mabilo Project;

• supplementary step out drilling at Mabilo;

• ground mapping and preparation for geophysical programs in the Mahunoc region of the Bunawan Project, along with further community relations work; and

• geological mapping and sampling work at the Bahayan Project.

Financing activities

The Company announced an A$15M private placement (“Placement”) on February 6, 2015. During the previous quarter the Company successfully completed the issue of 16.79M shares at A$0.68 cents per share for net proceeds of circa A$10.4M (US$8.1M) as part of Tranche 1. During the current quarter, 5.49M shares at A$0.68 cents were issued, these were subject to shareholder approval as part of Tranche 2 of the Placement. Shareholder approval was received on 10 April 2015 with the net receipt of A$3.5M (US$2.7M) in Tranche 2 funds and the issue of additional shares occurring on April 16, 2015.

SECURITIES OUTSTANDING

As at the date of this report, the Company had 8,784,687 options on issue. The total outstanding capital of the Company as at the date of this report was 134,252,237 fully paid common shares. The options do not entitle the holder to participate in any share issue of the Company or any other body corporate.

FUTURE OUTLOOK

Work will continue on the Definitive Feasibility Study. The Phase 2 metallurgical test work, including variability testing, reagent optimization, grind size optimization and flow sheet optimisation, which will enable project implementation to commence upon completion, is expected to be completed by the end of August 2015. Work will also continue on

Page 10 of 16

RTG Mining Inc. Management Discussion and Analysis For the six months ended June 30, 2015

environmental studies, community development and infrastructure studies for the Mabilo Project. Knight Piesold will finalise the geotechnical and water studies.

The Definitive Feasibility Study is currently scheduled for completion in the 4[th] quarter of 2015 calendar year.

Drilling is currently suspended as part of the EP renewal process, and is anticipated to recommence this quarter, initially concentrating on water study and packer testing holes. A minimum of 1750m of further resource drilling is planned prior to finalisation of an updated resource statement, where we would expect to see a strong conversion of inferred resources into the indicated category for use in the Definitive Feasibility Study.

In parallel with the efforts on the Mabilo Project, the Company will continue to progress its Bunawan and Bahayan exploration activities.

At Bunanwan, following the successful results from the reconnaissance drilling, a CSAMT (CSIP) ground geophysical survey will be conducted over the highly prospective structure along the edge of the diatreme and other anomalous areas in the northern half of the Exploration Permit.

A detailed Ground Magnetic Survey is planned to be conducted at Bahayan where ground mapping has identified several alteration and vein zones, all typical of those formed marginal to porphyry intrusions with quartz-sulphide style vein gold mineralisation.

OFF-BALANCE SHEET ARRANGEMENTS

At the date of this report, the Company had no off-balance sheet arrangements.

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 executive officers and directors as follows for the three and six months ended June 30, 2015 and June 30, 2014:

Name

Coverley Management Services Pty Ltd

Nature of transactions

Consulting as Director

The company paid the following fees in the normal course of operation in connection with companies owned by directors.

Directors fees Total	Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 17,043 14,424 29,780 27,806
	15,069 14,424 29,780 27,806

During the period ended June 30, 2015, the Group entered into transactions with Associates:

• loans of $1,082,069 were advanced on to the Associates.

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.

The business purpose of these loans is to pay for the Company’s share of project related costs in the Philippines as described under Investing Activities above.

Page 11 of 16

RTG Mining Inc. Management Discussion and Analysis For the six months ended June 30, 2015

CONTRACTUAL OBLIGATIONS

			Payments due by	period
Contractual obligations	Total	Less than 1	1-3 years	4-5 years		More than 5
		year				years
Operatingleases1	206,550	206,550		-	-		-
Totalcontractualobligations	206,550	206,550		-	-		-
1Corporate office lease payments due.

CRITICAL ACCOUNTING ESTIMATES

The significant accounting policies used by RTG are disclosed in Note 2 to the Annual Financial Statements for the year ended 31 December, 2014. Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management reviews its estimates on a regular basis. The emergence of new information and changed circumstances may result in actual results or changes to estimated amounts that differ materially from current estimates.

Accounting policies

The Group’s consolidated financial report as at 31 December 2014 complies with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The accounting policies of the Group are set out in Note 2 to the 31 December 2014 Annual Financial Statements, available on www.sedar.com.

Income taxes

The determination of income and other tax liabilities requires interpretation of complex laws and regulations. All tax filings are subject to audit and potential reassessment after the lapse of considerable time. Accordingly, the actual income tax liability may differ from that estimated and recorded by management.

Financial instruments and related risks

The Group’s principal financial instruments comprise cash and cash equivalents, receivables, and payables. The Company currently has in place an active program of financial forecasting and budgeting both at a corporate and project level to manage both the application of funds and planning for future financial needs to ensure that any shortfall in funds is adequately covered by cash reserves or planned new sources being either debt or equity based on the then most cost effective weighted average cost of capital.

Risk management is carried out by management and the board of directors of the ultimate parent company (the “Board”) under policies approved by the Board. The Board also provides regular guidance for overall risk management, including guidance on specific areas, such as mitigating foreign exchange, interest rate and credit risk.

The Group does not enter into financial instruments, including derivative financial instruments, for trade or speculative purposes.

Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified below, including the setting of limits for trading in derivatives, credit limits and future cash flow forecast projections.

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each financial asset, financial liability and equity instrument are disclosed in Note 2 to the Annual Financial Statements.

Categories of Financial Assets and Financial Liabilities

Financial instruments are classified into one of the following categories: Financial assets at fair value through profit and loss (“FVTPL”); held to maturity investments; loans and receivables; available for sale; or other liabilities. The

Page 12 of 16

RTG Mining Inc. Management Discussion and Analysis

For the six months ended June 30, 2015

Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

			30 June 2015	31 December 2014
Financial instrument	Category	Hierarchy	US$	US$
Cash and cash equivalents	FVTPL	Level 1	9,505,398	2,394,974
	Loans and
Other receivables	receivables	Level 2	5,233,464	3,472,197
	Other
Trade and other payables	liabilities	Level 2	291,075	1,220,817
Available for sale financial instrument	FVTPL	Level 3	-	1,841,854
Derivative financial asset	FVTPL	Level 3	-	1,330,228

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.

Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

The recorded amounts for cash and cash equivalents, other receivables and trade and other payables, approximate that fair value due to their short-term nature.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarised as follows:

Net fair values

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 accounting policies disclosed in Note 2 to the Annual Financial Statements.

Credit risk

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The Group’s maximum exposures to credit risk at the reporting date in relation to each class of financial asset is the carrying amounts of those assets as indicated in the statement of financial position. Receivables and other financial instruments and assets are monitored on an ongoing basis and to the extent that recovery is deemed to be uncertain the Company raises a provision or impairs the asset against expected recovery. To date, the Company has the following items due under the Share Sale Agreement for the Company’s 100% holding of Seringa Mining Limited:

1. Elephant Copper receivable of $1.4M, which has been fully provided for in previous periods,

2. Investment in Elephant Copper of $1.8M, and convertible note of $1.330M under the Share Sale Agreement, both these items have been impaired to nil in the current period.

With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The Group monitors this credit risk through holding its cash through banks with a Standard and Poor’s credit rating of ‘A’ or greater. The credit risk associated with cash is considered negligible by the Group. The Group does not hold collateral as security.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meets its obligations. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that

Page 13 of 16

RTG Mining Inc. Management Discussion and Analysis

For the six months ended June 30, 2015

it will maintain sufficient cash or credit terms with its suppliers to meet the operating requirements of the business and invest excess funds in highly liquid short term cash deposits. Maintaining surplus working capital in highly liquid short term deposits allows the Group to meet its primary objectives by being able to fund new development and acquisition opportunities at short notice.

The responsibility for liquidity risk rests with the Board of Directors. The Group’s liquidity needs can likely be met through cash on hand, and short term facilities subject to the current forecast operating parameters being met.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. These fluctuations may be significant.

(a) Interest rate risk

The Group constantly analyses its interest rate exposure. Consideration is given to potential renewals of existing positions, alternative financing and the mix of fixed and variable interest rates.

The Group’s policy is to manage its exposure to interest rate risk by holding cash in short term fixed rate deposits and variable rate deposits. The Group’s exposure to interest rate risk on post-tax profit or loss arises from higher or lower interest income from cash and cash equivalents.

(b) Foreign currency risk

The Company has identified its functional currency as the US dollar. Transactions are transacted in US dollars, Canadian dollars and Australian dollars. The Company maintains Australian dollar bank accounts in Australia to support the cash needs locally, and US dollar and Canadian dollar bank accounts for its international purposes.

The Company does not intend to engage in transaction to hedge its foreign exchange risks. There can be no assurance that RTG will not be materially affected thereby.

(c) Commodity price risk

It is anticipated that any revenues derived from mining will primarily be derived from the sale of precious and base metals. Consequently, any future earnings are likely to be closely related to the price of these commodities and the terms of any off-take agreements which the Company enters into.

Metal prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for minerals and metals, forward selling by producers, and production cost levels in major mineral-producing regions.

Moreover, metal prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the metal as well as general global economic conditions. These factors may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

Capital risk management

The Group’s total capital is defined as equity attributable to equity holders of the parent and cash and cash equivalents amounted to $ 134,214,260 at June 30, 2015 (December 31, 2014:$116,295,115).

The Group’s capital management objectives are to safeguard the business as a going concern, to maintain a capital base sufficient to maintain future exploration and development of its projects. Management may issue more shares or raise or repay debt in order to maintain the optimal capital structure.

The Group does not have a target debt/equity ratio, but maintains a flexible financing structure so as to be able to take advantage of new investment opportunities that may arise. The Group monitors its capital risk management through annual cash flow projections and monthly reporting against budget.

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RTG Mining Inc. Management Discussion and Analysis For the six months ended June 30, 2015

The business of RTG should be considered speculative given the volatility in world stock markets (particularly with respect to mining and exploration companies) and the uncertain nature of mining and exploration activities generally. Amongst other things, the following are some of the key risk factors faced by RTG, its subsidiaries and associates:

• foreign exchange movements;

• movements in commodity prices (in particular gold, copper and iron ore prices and costs of production);

• securing offtake agreements for non-gold products;

• access to new capital (both debt and equity) and meeting liquidity requirements;

• the uncertain nature of exploration and development activities;

• increases in capital expenditures necessary to advance the Company’s projects;

• the ability to profitably exploit new development projects;

• political, security and sovereign risks of Nigeria and the Philippines;

• joint venture relationships and disputes;

• permitting and local government and community support; and

• environmental obligations.

For further information on these and other risks inherent in the Company’s business, we direct readers to the Annual Information Form for the December 31, 2014 financial year and the Scheme Booklet dated April 10, 2014 lodged on SEDAR at http://sedar.com

SUBSEQUENT EVENTS

Mt Labo is currently in the process of renewing its exploration licence at the Mabilo Project with the process well advanced. The regional Mines and Geosciences Bureau has confirmed that all conditions have been met and it has been endorsed for signing by the Central office. The drilling contractor Galeo has temporarily suspended drilling while reviewing the drilling program in line with the EP renewal.

INTERNAL CONTROLS AND DISCLOSURE CONTROLS

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are responsible for the design and effectiveness of internal controls over financial reporting (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”)), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with International Financial Reporting Standards. The Company maintains an effective control environment and has used the Internal Control –- Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission to design the Company’s internal controls over financial reporting. The Company’s CEO and CFO believe that the Company’s internal controls and procedures are effective in providing reasonable assurance that financial information is recorded, processed, summarized and reported in a timely manner.

During the most recent interim period, there have been no changes in the Company’s policies and procedures and other processes that comprise its internal control over financial reporting, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

The Company’s CEO and CFO are also responsible for the design and effectiveness of disclosure controls and procedures (as such term is defined in NI 52-109) to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to the Company’s certifying officers. The Company’s CEO and CFO believe that the Company’s disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed under applicable securities legislation is recorded, processed, summarized and reported in a timely manner.

The Company’s CEO and CFO have each evaluated the effectiveness of the Company’s internal controls over financial reporting and disclosure controls and procedures as of 30 June, 2015 and have concluded that these controls and procedures are effective in reasonably assuring the reliability of financial reporting and that material information relating to the Company is made known to them by others within the Company and that such controls and procedures have no material weaknesses and no limits on the scope of their design.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained in this MD&A constitute forward looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Company’s objectives, strategies

Page 15 of 16

RTG Mining Inc. Management Discussion and Analysis

For the six months ended June 30, 2015

to achieve those objectives, the Company’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward looking statements generally can be identified by words such as “objective”, “may”, “will”, “expect”, “likely”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or similar expressions suggesting future outcomes or events. Such forward looking statements are not guarantees of future performance and reflect the Company’s current beliefs based on information currently available to management. Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company and the risk factors discussed in the AIF and other materials filed with the securities regulatory authorities from time to time which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Those risks and uncertainties include, but are not limited to: the mining industry (including operational risks; risks in exploration and development; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange rate fluctuations; the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities; risks related to operating in Nigeria, the Philippines and other international jurisdictions; environmental risk; the dependence on key personnel; joint venture relationships and the ability to access capital markets.

Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward looking statements in light of the risks set forth above. Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.

The information in this MD&A that relates to exploration results at the Mabilo Project is based upon information prepared by or under the supervision of Robert Ayres BSc (Hons), who is a Qualified Person and a Competent Person. Mr Ayres is a member of the Australian Institute of Geoscientists and a full-time employee of Mt Labo Exploration and Development Company, a Philippine mining company, an associate company of RTG Mining Inc. Mr Ayres has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” and to qualify as a “Qualified Person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. Ayres has verified the data disclosed in this MD&A, including sampling, analytical and test data underlying the information contained in the MD&A. Mr. Ayres consents to the inclusion in the MD&A of the matters based on his information in the form and the context in which it appears.

The information in this MD&A relating to Bunawan Project Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves is based on information provided to Mr. Robert McLean, an independent consultant geologist and Competent Person, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr. McLean has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’., and as a “Qualified Person” under National Instruments 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. McLean has verified the data disclosed in this MD&A, including sampling, analytical and test data underlying the information contained in the MD&A. Mr. McLean consents to the inclusion in the report of the matters based on the information he has been provided and the context in which it appears.

The information in this MD&A that relates to Mineral Resources is based on information prepared by or under the supervision of Mr Aaron Green, who is a Qualified Person and Competent Person. Mr Green is a Member of the Australian Institute of Geoscientists and is employed by CSA Global Pty Ltd, an independent consulting company. Mr Green has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” and to qualify as a “Qualified Person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. Green has verified the data disclosed in this MD&A, including sampling, analytical and test data underlying the information contained in the MD&A. Mr Green consents to the inclusion in the MD&A of the matters based on his information in the form and context in which it appears.

Page 16 of 16