RTG Mining Inc. — Proxy Solicitation & Information Statement 2023

Aug 2, 2023

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RTG MINING INC.

Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

000001

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class SHARES

Holder Account Number

C1234567890 IND

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Form of Proxy - Extraordinary General Meeting to be held on August 31, 2023

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by the Chairman of the Meeting.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 10:00 am (Perth, Western Australia time), on August 29, 2023.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

To Receive Documents Electronically

• Go to the following web site: • You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting www.investorcentre.com.

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Chairman of the Meeting. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 123456789012345

CPUQC01.E.INT/000001/i1234

01XK8B

MR SAM SAMPLE

XXX 123

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C1234567890

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Appointment of Proxyholder

I/We, being holder(s) of RTG Mining Inc., hereby appoint: Chairman of the Meeting

OR

Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Extraordinary General Meeting of shareholders of RTG Mining Inc. (the “Company”) to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia, on August 31, 2023 at 10:00 am (WST) and at any adjournment or postponement thereof.

The Chairman of the Meeting intends to vote all valid undirected proxies in favour of each item of business, set out below.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	AgainstAbstain	AgainstAbstain
1. Ratifcation of issue of shares
issued under ASX Listing Rule7.1
2. Ratifcation of issue of shares
issued under ASX Listing Rule
7.1A
3. Approval for issue of attaching
options to Tranche 1
Participants
4. Approval for issue of shares
and attaching options toMarston Limited (Nominee of
the Hains family)
5. Approval for issue of options
to Mr Michael Vitton (Nominee
of M2-Advisors)
6. Approval for Mr Michael
Carrick to participate in
private placement
7. Approval for Ms JustineMagee to participate in privateplacement
8. Approval for Mr Robert Scott
to participate in private
placement
9. Approval for issue of sharesand attaching options toEquinox (A Related Party)

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Date

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by the Chairman of the Meeting.

Signature(s)

MM / DD / YY

A R 0

R G T Q

3 5 6 4 0 8

999999999999

X X X X

01XK9G