RTG Mining Inc. — Proxy Solicitation & Information Statement 2023

Aug 2, 2023

ABN 70 164 362 850

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 10:00am (AWST) on Monday, 28 August 2023.

CDI Voting Instruction Form

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name at 10:00am (AWST) on Thursday, 27 July 2023 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Lodge your Form:

Online:

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

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Your secure access information is

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

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Control Number: 182814

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

CDI Voting Instruction Form

Please mark

to indicate your directions

Step 1 CHESS Depositary Nominees Pty Ltd will vote as directed

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Voting Instructions to CHESS Depositary Nominees Pty Ltd

At the Extraordinary General Meeting of RTG Mining Inc ("the Company") to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia on Thursday, 31 August 2023 at 10:00am (AWST) and at any adjournment of that meeting, I/We being a holder of CHESS Depositary Interests of RTG Mining Inc, hereby:

Please mark box A OR B with an 'X'

A

direct CHESS Depositary Nominees Pty Ltd (CDN) to appoint the Chairman of the Meeting to vote on my/our behalf with respect to the Resolutions below in the manner instructed in Step 2 below to attend and vote the shares underlying my/our holding

OR

direct CDN to appoint the following person to vote on my/our behalf with B respect to the Resolutions below in the manner instructed in Step 2 below to attend and vote the shares underlying my/our holding.

If you instruct CDN to direct a Proxy to vote and do not mark either the “FOR”, “AGAINST” or "ABSTAIN" box, your vote will not be counted as a vote cast.

PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depositary Nominees Pty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Step 2 Items of Business

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----- Start of picture text ----- For Against Abstain----- End of picture text -----

• For Against Abstain 7.

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• Ratification of issue of shares

• 1. issued under ASX Listing Rule 7. 7.1 Ratification of issue of shares
• 1. issued under ASX Listing Rule 8. 7.1A Approval for issue of attaching
• 1. options to Tranche 1 9. Participants Approval for issue of shares
• 1. and attaching options to Marston Limited (Nominee of the Hains family) Approval for issue of options
• 1. to Mr Michael Vitton (Nominee of M2-Advisors) Approval for Mr Michael
• 1. Carrick to participate in private placement

Approval for Ms Justine Magee to participate in private placement

Approval for Mr Robert Scott to participate in private placement Approval for issue of shares and attaching options to Equinox (A Related Party)

Step 3 Signature of Securityholder(s)

This section must be completed.

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----- Start of picture text ----- Individual or Securityholder 1 Securityholder 2 Securityholder 3 / /Sole Director & Sole Company Secretary Director Director/Company Secretary DateUpdate your communication details (Optional) By providing your email address, you consent to receive future NoticeMobile Number Email Address of Meeting & Proxy communications electronically----- End of picture text -----

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