RTG Mining Inc. — Regulatory Filings 2014

Jun 4, 2014

Rules 1.1 Cond 3, 1.7

Appendix 1A

ASX Listing Application and Agreement

This form is required by listing rule 1.7 to be used by an entity seeking admission to the +official list as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B and for classification as an ASX Foreign Exempt Listing use Appendix 1C).

All entity's seeking admission to the *official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website.

The Appendix 1A and the Information Form and Checklist (ASX Listing) given to ASX become ASX's property and will be made public by way of release on ASX Markets Announcement Platform. Supporting documents may also be made public. This may occur prior to admission of the entity and +quotation of its +securities. If it does, publication does not mean that the entity will be admitted or that its +securities will be quoted.

Name of entity	ABN/ARBN/ARSN
RTG Mining Inc.	$^1$ ABN: 70 164 362 850
	ARBN: 164 362 850

We (the entity named above) apply for admission to the +official list of ASX Limited (ASX) as an ASX Listing and for 'quotation of the following 'securities:

+ClassNumber to be quoted
+ Main class of + securities	up to 83,400,000	RTG Share CDIs
Additional + classes of	up to 9,300,000	RTG Option CDIs
+ securities to be quoted (if any)
[Do not include + CDIs]

We agree:

• Our admission to the *official list and classification as an ASX Listing is in ASX's absolute $\mathbf{1}$ discretion. ASX may admit us on any conditions it decides. +Quotation of our +securities is in ASX's absolute discretion. ASX may quote our +securities on any conditions it decides. Our removal from the +official list, the suspension or ending of +quotation of our *securities, or a change in the category of our admission is in ASX's absolute discretion. ASX is entitled immediately to suspend +quotation of our +securities or remove us from the *official list if we break this agreement, but the absolute discretion of ASX is not limited.
• We warrant the following to ASX: $\mathbf{2}$ .

10727296/3+ See chapter 19 for defined terms.

• The issue of the 'securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
• The 'securities to be quoted comply with listing rule 2.1 and there is no reason why the 'securities should not be granted 'quotation.
• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 and section 1016E of the Corporations Act do not apply to any applications received by us in relation to any 'securities to be quoted and that noone has any right to return any 'securities to be quoted under sections 601MB(1), 737, 738, 992A, 992AA or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to $\bullet$ be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, $\overline{3}$ action or expense arising from, or connected with, any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form, including the $\ddot{4}$ information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (or will be) true and complete.
• We will comply with the listing rules that are in force from time to time, even if 5. *quotation of our *securities is deferred, suspended or subject to a *trading halt.
• 1. The listing rules are to be interpreted:
  • in accordance with their spirit, intention and purpose;
  • by looking beyond form to substance; and
  • in a way that best promotes the principles on which the listing rules are based. $\bullet$
• ASX has discretion to take no action in response to a breach of a listing rule. ASX may 7. also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.
• 1. A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting

10727296/3+ See chapter 19 for defined terms.

others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.

• In any proceedings, a copy or extract of any document or information given to ASX is of 9. equal validity in evidence as the original.
• Except in the case of an entity established in a jurisdiction whose laws have the effect 10. that the entity's 'securities cannot be approved under the operating rules of the rapproved CS facility:
  • $\bullet$ We will satisfy the +technical and performance requirements of the +approved CS facility and meet any other requirements the *approved CS facility imposes in connection with approval of our +securities.
  • When *securities are issued we will enter them in the *approved CS facility's $\bullet$ subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
  • The +approved CS facility is irrevocably authorised to establish and administer a subregister in respect of the 'securities for which 'quotation is sought.
• Except in the case of an entity established in a jurisdiction whose laws have the effect $11.$ that the entity's 'securities cannot be approved under the operating rules of the *approved CS facility, we confirm that either:

we have given a copy of this application to the tapproved CS facility in accordance with the operating rules of the *approved CS facility; or

we ask ASX to forward a copy of this application to the +approved CS facility.

• In the case of an entity established in a jurisdiction whose laws have the effect that the 12. entity's *securities cannot be approved under the operating rules of the *approved CS facility:
  • The 'approved CS facility is irrevocably authorised to establish and administer a subregister in respect of +CDIs.
  • We will make sure that *CDIs are issued over *securities if the holder of quoted *securities asks for +CDIs.
• In the case of an entity established in a jurisdiction whose laws have the effect that the 13. entity's *securities cannot be approved under the operating rules of the *approved CS facility:

we have given a copy of this application to the approved CS facility in accordance with the operating rules of the 'approved CS facility; or

we ask ASX to forward a copy of this application to the tapproved CS facility.

10727296/3+ See chapter 19 for defined terms.

Dated: 13 May 2014

Executed as a deed:

$=$ $=$ $=$ $=$ $=$ $=$ $=$

Executed by RTG MINING INC ABN 70 164 362 850 ARBN 164 362 850

$\mathcal{E}$

$\left{ \right}$

Company Secretary/Director

$\frac{1}{2}$ Name of Company Secretary/Director (print)

. . . . . . . . . . . $\ddot{\phantom{0}}$ $Direct\phi$ r MAGIF A Name of Director (print)

10727296/3+ See chapter 19 for defined terms.

Information Form and Checklist

(ASX Listing)

Name of entityABN/ARBN/ARSN
	ABN: 70 164 362 850
RTG MINING INC	ARBN: 164 362 850

We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

Please complete each applicable item. If an item is not applicable, please state so.

Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty.

Terms used in this Information Form and Checklist have the same meaning as in the ASX listing rules.

Part 1 – Key Information

All entities – corporate details

Place of incorporation orestablishment	British Virgin Islands
Date of incorporation orestablishment	27 December 2012
Legislation under which incorporatedor established	BVI Business Companies Act 2004 (BVI Act)
Address of registered office in placeof incorporation or establishment	Midocean Chambers, Road Town, Tortola, British Virgin Islands
Main business activity	For the purposes of section 9.4 of the BVI Act – there are no limitations onbusiness that the company may carry on. The main business activity is miningexploration.
Other exchanges on which the entityis listed	Toronto Stock Exchange (TSX: RTG)
Street address of principaladministrative office	Level 2, 338 Barker Road, Subiaco, Western Australia, 6008
Postal address of principaladministrative office	Level 2, 338 Barker Road, Subiaco, Western Australia, 6008
Telephone number of principaladministrative office	+61 (0) 8 6489 2900
E>mail address for investor enquiries	info@rtgmining.com
Website URL	http://www.rtgmining.com

All entities – management details1

Full name and title of CEO/managingdirector	Justine Alexandria Magee (President and CEO)
Full name and title of chairperson ofdirectors	Michael Joseph Carrick (Chairman)
Full names of all existing directors	Justine Alexandria Magee
	Michael Joseph Carrick
	David Anthony Thackrah Cruse
	Robert Norman Scott
	Phillip Clive Lockyer
Full names of any persons proposed	Matthew Gordon Syme
to be appointed as additional orreplacement directors	See section 12.7(b) of the Scheme Booklet.
Full name and title of companysecretary	Hannah Claire Hudson (CFO & Secretary)

All entities – ASX contact details2

Full name and title of ASX contact(s)	Hannah Claire Hudson (CEO & Secretary)
Business address of ASX contact(s)	Level 2, 338 Barker Road, Subiaco, Western Australia, 6008
Business phone number of ASXcontact(s)	+61 (0) 8 6489 2900
Mobile phone number of ASXcontact(s)	+61 (0) 437 046 633
Email address of ASX contact(s)	hhudson@rtgmining.com

All entities – auditor details3

Full name of auditor	BDO Audit (WA) Pty Ltd

1 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust.

2 Under Listing Rule 1.1 condition 12, a listed entity must appoint a person responsible for communication with ASX. You can appoint more than one person to cater for situations where the primary nominated contact is not available.

3 If the applicant's auditor is not from a well>known firm, ASX will generally require the applicant to provide information about the qualifications and experience of the auditor for release to the market before quotation commences.

All entities – registry details4

Name, address and contact details ofsecurities registries	CanadaComputershare Investor Services100 University Ave, 8th Floor, North TowerToronto, Ontario M5J 2Y1, CanadaPhone number: +1 514 982 7555 (international direct dial)Fax number: +1 888 453 0330Email address: service@computershare.comAustralia
	Computershare Investor Services Pty LimitedLevel 2, Reserve Bank Building,45 St Georges TerracePerth, Western Australia, Australia 6000Phone number: 1300 787 272Fax number: +61 (0) 8 9323 2033
Type of sub registers the entity willoperate5	CHESS sub register and Issuer Sponsored sub registerSee section 9.12 of the Scheme Booklet.

All entities – key dates

Annual balance date	31 December
Month in which annual meeting isusually held (or intended to be held)6	May
Months in which dividends ordistributions are usually paid (or areintended to be paid)	RTG presently does not pay dividends. For the foreseeable future, it isanticipated that RTG will retain future earnings and other cash resources.
	See section 6.2(b)(v) of the Scheme Booklet.

Trusts – additional details

Name of responsible entity	N/A
Duration of appointment of directorsof responsible entity	N/A
Full names of the members of thecompliance committee (if any)	N/A

Entities incorporated or established outside Australia – additional details

Name and address of the entity's	Hannah Claire Hudson
Australian agent for service ofprocess	294 Hamersley Road, Subiaco, Western Australia 6008

4 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.

5 For example, CHESS and certificated sub registers.

6 May not be applicable to some trusts.

If the entity has or intends to have acertificated subregister for quotedsecurities, the location of Australiansecurity registers	N/A
Address of registered office inAustralia (if any)	Level 2, 338 Barker Road, Subiaco, Western Australia 6008

Part 2 – Checklist Confirming Compliance with Admission Requirements

Note: it will assist ASX and speed up its review of the application if the various documents referred to in this checklist (other than the 25 copies of the applicant's Prospectus, Product Disclosure Statement or Information Memorandum referred to in item 4) were provided in a folder separated by numbered tabs.

tab number or page reference in the entity's Prospectus,

All entities – key supporting documents

Tick to indicate you are providing the information or documents Where is the information or document to be found (eg folder

		Product Disclosure Statement or Information Memorandum)?
1.	Copy of the entity's certificate of incorporation,certificate of registration or other evidence of status(including any change of name)	See tab 1 of folder containing documents insupport of this Information Form and Checklist(Supporting Documents).
2.	Copy of the entity's constitution in accordance withlisting rule 1.1 condition 1A	See tab 2 of Supporting Documents.Note that the amendments to the entity'sconstitution are subject to RTG shareholderapproval at an annual general and specialmeeting of shareholders to be held on 13 May2014.
3.	Either:(a) confirmation that the entity's constitution includesthe provisions of Appendix 15A or Appendix 15B(as applicable); or(b) a completed checklist that the constitutioncomplies with the listing rules,in accordance with listing rule 1.1 condition 2	It is proposed that the entity adopt an amendedconstitution incorporating the provisions ofAppendix 15A together with necessaryamendments to reflect the dual listing of the RTGsecurities. ASX has confirmed that this isacceptable. See email correspondence at tab 3and section 1.2 of the in>principle advice dated 3April 2014 at tab 15 of Supporting Documents.
4.	An electronic version and 25 copies of the Prospectus,Product Disclosure Statement or InformationMemorandum being lodged with ASX in accordancewith listing rule 1.1 condition 3	Attached.
5.	If the entity's corporate governance statement isincluded in its Prospectus, Product DisclosureStatement or Information Memorandum, the pagereference where it is included. Otherwise, a copy of theentity's corporate governance statement in accordancewith listing rule 1.1 condition 13	See tab 4 of Supporting Documents.

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

6.	If the entity will be included in the S & P All OrdinariesIndex on admission to the official list,7confirmation thatit will have an audit committee in accordance withlisting rule 1.1 condition 13	Confirmed.See section 6.1(e)(ii) of the Scheme Booklet.
7.	If the entity will be included in the S & P / ASX 300Index on admission to the official list,8confirmation thatit will comply with the recommendations set by the ASXCorporate Governance Council in relation tocomposition, operation and responsibility of the auditcommittee in accordance with listing rule 1.1condition 13	Confirmed.See tabs 4 and 5 of Supporting Documents.
8.	Original executed agreement with ASX that documentsmay be given to ASX and authenticated electronicallyin accordance with listing rule 1.1 condition 149	Confirmed.See tab 6 of Supporting Documents.
9.	If the entity's trading policy is included in itsProspectus, Product Disclosure Statement orInformation Memorandum, the page reference where itis included. Otherwise, a copy of the entity's tradingpolicy in accordance with listing rule 1.1 condition 15	See tab 7 of Supporting Documents.
10.	If the entity will be included in the S & P / ASX 300Index on admission to the official list,10 confirmationthat it will have a remuneration committee comprisedsolely of non>executive directors in accordance withlisting rule 1.1 condition 16	Confirmed.See Remuneration Committee terms at tab 8 ofSupporting Documents.
11.	For each director or proposed director,11 a list of thecountries in which they have resided over the past10 years.	No director or proposed director has resided in acountry other than Australia in the past 10 years.
12.	For each director or proposed director12 who is or hasin the past 10 years been a resident of Australia, anoriginal or certified true copy of a national criminalhistory check obtained from the Australian FederalPolice, a State or Territory police service or a brokeraccredited by CrimTrac which is not more than12 months old13	See tab 9A>F of Supporting Documents.

7 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P.

8 If the entity is unsure whether they will be included in the the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 9 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX's website.

10 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

11 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

12 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

1. For each director or proposed director14 who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 12 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been convicted in that country of:

• (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of director's duties; or
• (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced),

or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved 15

1. For each director or proposed director16 who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Insolvency Trustee Services Australia National Personal Insolvency Index which is not more than 12 months old17

2. For each director or proposed director18 who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 14 above for each country in which the director has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved19

N/A

See tab 10A>F of Supporting Documents.
----------------------------------------	--

N/A

13 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

14 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

15 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

16 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

17 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

18 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

• 1. A statutory declaration from each director or proposed director20 confirming that:
  • (a) the director has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty;
  • (b) the director has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty;
  • (c) the director has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director of a listed entity;
  • (d) no listed entity of which he or she was a director (or, in the case of a listed trust, in respect of which he or she was a director of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the listing rules applicable to that entity; and
  • (e) the director is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above,

or, if the director is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved21

1. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable)

See tab 12 of Supporting Documents.

See tab 11A>F of Supporting Documents.

19 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

20 If the entity applying for admission to the official list is a trust, references to a director or proposed director mean a director or proposed director of the responsible entity of the trust.

21 This information is required so that ASX can be satisfied that the director or proposed director is of good fame and character under listing rule 1 condition 17.

1. Payment for the initial listing fee (including GST). Payment can be made via electronic funds transfer or cheque made payable to ASX Operations Pty Ltd. Contact ASX Listings Compliance for EFT details. Refer to ASX Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/professionals/cost>listing.htm

All entities – capital structure

• 1. A table showing the existing and proposed capital
  • structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and
  • (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and
  • (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list. Note: This applies whether the securities are quoted or not.
• 1. For each class of securities referred to in the table mentioned in item 19, the terms applicable to those securities

Note: This applies whether the securities are quoted or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices and expiry dates For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable).

• 1. Confirmation that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (listing rule 2.1 condition 2)
• 1. If the entity has or proposes to have any options on issue, confirmation that the exercise price for each underlying security is at least 20 cents in cash (listing rule 1.1 condition 11)
• 1. If the entity has or proposes to have any debt securities or convertible debt securities on issue, a copy of any trust deed applicable to those securities

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

Cheque for listing fee amount attached.

See section 6.1(b)(i) of the Scheme Booklet.

The RTG shares and options proposed to be issued pursuant to the Schemes and to Sierra Mining Limited's (Sierra) unlisted optionholders set out in the table in section 6.1(b)(i) are calculated on a post>consolidation basis. The figures have been calculated on the assumption that no outstanding Sierra options are exercised and no further shares are issued by Sierra for working capital purposes. They also exclude any RTG securities which may be issued to advisors in connection with the transaction.

See sections 6.1, 6.3, 6.4(d), 8 and 10.4 of the Scheme Booklet together with the draft Option Indenture at tab 13 of Supporting Documents.

The securities to be quoted have no sale price or issue price. A valuation of the securities is included in section 12 of the Independent Expert's Report (IER) (tab 14 of Supporting Documents).

Confirmed.

See section 6.3(a) of the Scheme Booklet.

N/A

Tick to indicate you are providing the information or documents	Where is the information or document to be found (eg foldertab number or page reference in the entity's Prospectus,Product Disclosure Statement or Information Memorandum)?
24.Details of any rights granted to any person, or to anyclass of persons (other than through the holding ofsecurities referred to in the table mentioned initem 19), to participate in an issue of the entity'ssecuritiesNote: This applies whether the securities are quoted or not.	RTG has entered into an agreement withHaywood Securities Inc. (Haywood) for theprovision of financial advisory services to RTG inconnection with the transaction. Haywood isentitled to a success fee for these services, partof which is in the form of RTG Shares to beissued to Haywood following the implementationof the Schemes (Haywood Share Fee).See section 5.7(a) of the Scheme Booklet.
25.If the entity has any partly paid securities and it is not ano liability company, the entity's call program settingout the date and amount of each proposed call andwhether it allows for any extension for payment of acall	N/A
26.The terms of any employee incentive scheme	See section 5.7(c) of the Scheme Booklet.
27.The terms of any dividend or distribution plan	RTG presently does not pay dividends. For theforeseeable future, it is anticipated that RTG willretain future earnings and other cash resources.See section 6.2(b)(v) of the Scheme Booklet.
28.Details of all issues of securities (in all classes) in thelast 5 years. Indicate clearly any issues forconsideration other than cash.	ASX has provided relief from this requirement inits in>principle advice dated 3 April 2014.See section 3.2(f) of the waiver application andsection 1.12.2 of the in>principle approval at tab15 of Supporting Documents.Details of the securities issued in the last fiveyears by RTG and Ratel Group Limited areincluded in schedule 1 of the Information
	Memorandum.
29.A copy of every Prospectus, Product DisclosureStatement or Information Memorandum issued inconnection with any issue of securities (in all classes)in the last 5 years.	See tab 16 of Supporting Documents.
30.A copy of any court order in relation to a reorganisationof the entity's capital in the last 5 years.	No court order has been made in relation to areorganisation of the entity's capital in the last 5years.
All entities – other information

1. A brief history of the entity See sections 5.1 and 5.2 of the Scheme Booklet.

	Tick to indicate you are providing the information or documents	Where is the information or document to be found (eg foldertab number or page reference in the entity's Prospectus,Product Disclosure Statement or Information Memorandum)?
32.	Details of the entity's existing and proposed activitiesand level of operations	See section 5.2 of the Scheme Booklet.
33.	A copy of the entity's most recent annual report	The entity has not previously prepared annualreports. As part of its TSX reporting obligations,the entity prepares an annual financial statement(Annual Financial Statement) together with anAnnual Information Form (AIF) and ManagementDiscussion & Analysis (MD&A) document. Theentity's most recent Annual Financial Statementfor the year ended 31 December 2013 togetherwith the AIF and MD&A are included at tab 17A ofSupporting Documents.
34.	A copy of the entity's most recent half yearly financialstatements	See section 5.6(a) of the Scheme Booklet. Theentity has changed its financial year end from 30June to 31 December during 2013. Accounts forthe financial periods ending 30 June 2013 and 31December 2013 are included at tabs 17B and17A respectively.
35.	If the entity has any child entities, a list of all childentities stating, in each case, the name, the nature ofits business and the entity's percentage holding in it.Similar details should be provided for every entity inwhich the entity holds (directly or indirectly) 20% ormore of the issued capital (interests)	All of the entity's child entities are wholly ownedsubsidiaries with mining exploration as the natureof their business.See section 5.2(a) of the Scheme Booklet.
36.	Copies of all material contracts referred to in theProspectus, Product Disclosure Statement orInformation Memorandum (including any underwritingagreement) plus the page reference in the Prospectus,Product Disclosure Statement or InformationMemorandum where they are summarised	See sections 4.6(b) (pages 42>44), 5.2 (page 50>57), and 7.1 (page 92) of the Scheme Bookletand folders titled 'Material Contracts'.Please note: these documents remain subject toconfidentiality obligations and are not to bepublicly disclosed without the prior writtenconsent of RTG.

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

1. If such information is included in its Prospectus, Product Disclosure Statement or Information Memorandum, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a related entity has entered into with:

• (a) its chief executive officer (or equivalent)
• (b) any of its directors or proposed directors; or
• (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above.

Note: if the entity applying for admission to the official list is a trust, references to a chief executive officer, director or proposed director mean a chief executive officer, director or proposed director of the responsible entity of the trust. However, the entity need not provide a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the responsible entity or a related entity has entered into with any of the persons referred to in (a), (b) or (c) above if the costs associated with the agreement are borne by the responsible entity or the related entity from out of its own funds rather than from out of the trust.

1. Confirmation that the material contracts summarised in the entity's Prospectus, Product Disclosure Statement or Information Memorandum include any material contract(s) the entity or a related entity has entered into with:

• (a) its chief executive officer (or equivalent)
• (b) any of its directors or proposed directors; or
• (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above

Note: if the entity applying for admission to the official list is a trust, references to a chief executive officer, director or proposed director mean a chief executive officer, director or proposed director of the responsible entity of the trust.

1. If such information is included in its Prospectus, Product Disclosure Statement or Information Memorandum, the page reference where it is included. Otherwise, a statement as to whether directors22 are entitled to participate in any employee incentive scheme and, if so, the extent to which they currently participate or are proposed to participate

2. Confirmation that all information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist

Entities that are trusts

1. Evidence that the entity is a registered managed investment scheme

Product Disclosure Statement or Information Memorandum)?
See page 3 of the Information Memorandum and

tab 18 of Supporting Documents.

Confirmed. See section 12.9 of the Scheme Booklet.

See section 5.7(c) (page 61) of the Scheme Booklet.

Confirmed.

N/A

22 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

42.	Confirmation that the responsible entity is not under an
	obligation to allow a security holder to withdraw from
	the trust

Entities applying under the profit test (listing rule 1.2)

43.	Evidence that the entity is a going concern (orsuccessor)
44.	Evidence that the entity has been in the same mainbusiness activity for the last 3 full financial years
45.	Evidence that the entity's aggregated profit fromcontinuing operations for the last 3 full financial yearshas been at least $1 million

N/A

N/A

N/A

N/A

N/A

N/A

46.	Evidence that the entity's profit from continuingoperations in the past 12 months to a date no morethan 2 months before the date of this application has
	exceeded $400,000

47.	Audited accounts for the last 3 full financial years and
	audit reports

48.	Half yearly accounts (if required) and audit report or
	review

1. Pro forma statement of financial position and review N/A

2. Statement from all directors23 confirming that they have made enquiries and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the application

N/A

N/A

Entities applying under the assets test (listing rule 1.3)

• 1. Evidence that the entity:
  • (a) has, if the entity that is not an investment entity, net tangible assets of at least $3 million or a market capitalisation of at least $10 million; or
  • (b) has, if the entity that is an investment entity other than pooled development fund, net tangible assets of at least $15 million; or
  • (c) is a pooled development fund with net tangible assets of at least $2 million

See section 6.4(b) of the Scheme Booklet and tab 17A of Supporting Documents. In addition see the valuation of RTG shares following implementation of the Schemes in section 12 of the IER at tab 14 of Supporting Documents.

Please note: the valuation is completed on a pre> consolidation basis.

23 If the entity applying for admission to the official list is a trust, the statement should come from all directors of the responsible entity of the trust.

(after raising any funds) is not cash or in a form readily convertible to cash; or (b) there are commitments to spend at least half of the entity's cash and assets in a form readily convertible to cash (if half or more of the entity's total tangible assets (after raising any funds) is cash or in a form readily convertible to cash) RTG considers its mining assets to be tangible assets for these purposes. 53. A statement that there is enough working capital to carry out the entity's stated objectives (and statement by independent expert, if required) See sections 6.2(b)(iii) and 6.4(b) of the Scheme Booklet. In addition section 15.1.3 of the IER at tab 14 of Supporting Documents. 54. Accounts for the last 3 full financial years (or shorter period if ASX agrees) and audit report or review or statement that not audited or not reviewed See tab 17A>D of Supporting Documents. ASX has provided relief from this requirement in its in>principle advice dated 3 April 2014. See section 5(f) of the waiver application and section 1.12.3 of the in>principle advice at tab 15 of Supporting Documents. 55. If last financial year ended more than 8 months before the date of this application, accounts for the last half year (or longer period if available) and audit report, review or statement that not audited or not reviewed N/A 56. Pro forma statement of financial position and review See section 6.4 of the Scheme Booklet and tab 19 of Supporting Documents. ASX has provided relief from this requirement in its in>principle advice dated 3 April 2014. See section 3.2(e) of the waiver application and section 1.12.4 of the in>principle advice at tab 15 of Supporting documents. Entities with restricted securities 57. A statement setting out a list of any person (either on their own or together with associates) who has held a relevant interest in at least 10% of the entity's voting securities at any time in the 12 months before the date of this application ASX has provided relief from this requirement in its in>principle advice dated 3 April 2014. See section 1.12.10 of the in>principle advice at tab 15 of Supporting Documents. 58. A completed ASX Restricted Securities Table24 N/A 59. Copies of all restriction agreements entered into in relation to restricted securities N/A

Tick to indicate you are providing the information or documents Where is the information or document to be found (eg folder

(a) at least half of the entity's total tangible assets

1. Evidence that:

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

See section 6.4 of the Scheme Booklet and tab

17A of Supporting Documents.

24 An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX's website.

1. Copies of all undertakings issued by any bank,

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

N/A

recognised trustee or the provider of registry services
to the entity

Entities with classified assets25

All mining exploration entities, oil and gas exploration entities and any other entity that has acquired, or entered into an agreement to acquire a classified asset within 2 years of the date of this application, must give ASX the following information.

61.	The name of the vendor and details of any relationshipof the vendor with the entity	ASX has confirmed in its in>principle advice dated3 April 2014 that the restrictions in Appendix 9Bto the ASX listing rules do not apply to RTG. Seesection 5(b) of the waiver application and section1.12.10 of the in>principle advice at tab 15 ofSupporting Documents.
		Other than in relation to the acquisition ofsecurities in Sierra and the relationship betweenthe parties disclosed in sections 2.7, 9.22, 12.3,12.5, 12.6 and 12.7 of the Scheme Booklet, RTGhas not entered into any agreement to acquire aclassified asset within 2 years of the date of thisapplication.
62.	If the vendor was not the beneficial owner of theclassified asset at the date of the acquisition oragreement, the name of the beneficial owner(s) anddetails of the relationship of the beneficial owner(s) tothe entity	N/A
63.	The date that the vendor acquired the classified asset	N/A
64.	The method by which the vendor acquired theclassified asset, including whether by agreement,exercise of option or otherwise	N/A
65.	The consideration passing directly or indirectly fromthe vendor (when the vendor acquired the asset), andwhether the consideration has been provided in full	N/A
66.	Full details of the classified asset, including any titleparticulars	N/A
67.	The work done by or on behalf of the vendor indeveloping the classified asset. In the case of amining tenement or a petroleum tenement, thisincludes prospecting in relation to the tenement. Ifmoney has been spent by the vendor, state theamount (verification of which may be required by ASX)	N/A

25 The term "classified asset" is defined in Listing Rule 19.12.

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

N/A

1. The date that the entity acquired the classified asset from the vendor, the consideration passing directly or indirectly to the vendor, and whether that consideration has been provided in full, including confirmation of whether the entity has complied with listing rule 1.1 condition 10 if applicable 69. A breakdown of the consideration, showing how it was calculated, and whether any experts' reports were commissioned or considered (and if so, with copies attached)

N/A

Mining exploration entities and oil and gas exploration entities

70.	The name of the vendor and details of any relationshipof the vendor with the entity	ASX has confirmed in its in>principle advice dated3 April 2014 that the restrictions in Appendix 9Bto the ASX listing rules do not apply to RTG. Seesection 5(b) of the waiver application and section1.12.10 of the in>principle advice at tab 15 ofSupporting Documents.
		Other than in relation to the acquisition ofsecurities in Sierra and the relationship betweenthe parties disclosed in sections 2.7, 9.22, 12.3,12.5, 12.6 and 12.7 of the Scheme Booklet, RTGhas not entered into any agreement to acquire aclassified asset within 2 years of the date of thisapplication.
71.	A map or maps of the mining tenements or petroleumtenements prepared by a competent person or aqualified petroleum reserves and resources evaluator.The map(s) must:(a) indicate the geology and other pertinent features ofthe tenements, including their extent and location inrelation to a capital city or major town, and relative toany nearby properties which have a significant bearingon the potential of the tenements;(b) be dated; and(c) identify the competent person or the qualifiedpetroleum reserves and resources evaluator and thereport to which they relate	ASX has provided relief from this requirement inits in>principle advice dated 3 April 2014. Seesection 3.2(e) of the waiver application andsection 1.12.5 of the in>principle advice at tab 15of Supporting documents.Section 4.4 of the Scheme Booklet includesdetails of the entity's mining assets. Furtherdisclosures in this regard are made in bothSierra's and RTG's existing public disclosures toASX and TSX respectively.

1. A schedule of mining tenements or petroleum tenements prepared by a competent person or qualified petroleum reserves and resources evaluator. The schedule must state in relation to each mining tenement or petroleum tenement: (a) the geographical area where the mining tenement or petroleum tenement is situated; (b) the nature of the title to the mining tenement or petroleum tenement; (c) whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and (d) the person in whose name the title to the mining tenement or petroleum tenement is currently held of Supporting documents. Section 4.4 and 4.6 of the Scheme Booklet both Sierra's and RTG's existing public disclosures to ASX and TSX respectively. 73. If the entity has acquired an interest or entered into an agreement to acquire an interest in a mining tenement or a petroleum tenement from any person, a statement detailing the date of the acquisition of the interest from the vendor and the purchase price paid and all other consideration (whether legally enforceable or not) passing (directly or indirectly) to the vendor of Supporting documents. 74. A financial statement by the directors (if a trust, the directors of the responsible entity) setting out a program of expenditure together with a timetable for completion of an exploration program in respect of each mining tenement and petroleum tenement or, where appropriate, each group of tenements of Supporting documents. both Sierra's and RTG's existing public disclosures to ASX and TSX respectively. 75. A declaration of conformity or otherwise with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves appended to the listing rules, for any public reports on exploration results, mineral resources and ore reserves and a declaration of conformity or otherwise with the SPE PRMS for any public reports on petroleum reserves, contingent resources and prospective resources of Supporting documents. Entities incorporated or established outside of Australia

2. Evidence that the entity is registered as a foreign company in Australia

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

ASX has provided relief from this requirement in its in>principle advice dated 3 April 2014. See section 3.2(e) of the waiver application and section 1.12.5 of the in>principle advice at tab 15

includes details of the entity's mining assets. Further disclosures in this regard are made in

ASX has provided relief from this requirement in its in>principle advice dated 3 April 2014. See section 3.2(e) of the waiver application and section 1.12.5 of the in>principle advice at tab 15

ASX has provided relief from this requirement in its in>principle advice dated 3 April 2014. See section 3.2(e) of the waiver application and section 1.12.5 of the in>principle advice at tab 15

Further disclosures in this regard are made in

ASX has provided relief from this requirement in its in>principle advice dated 3 April 2014. See section 3.2(e) of the waiver application and section 1.12.5 of the in>principle advice at tab 15

See tab 20 of Supporting Documents.

1. Confirmation that the entity's Prospectus, Product Disclosure Statement or Information Memorandum includes a clear statement of its place of incorporation

or registration and a statement to the effect that: "As [name of entity] is not established in Australia, its general corporate activities (apart from any offering of securities in Australia) are not regulated by the Corporations Act 2001 of the Commonwealth of Australia or by the Australian Securities and Investments Commission but instead are regulated by [insert name of governing legislation] and [insert name of corporate regulator administering that legislation]."

• 1. A concise summary26 of the rights and obligations of security holders under the law of its home jurisdiction covering:
  • what types of transactions require security holder approval;
  • whether security holders have a right to request or requisition a meeting of security holders;
  • whether security holders have a right to appoint proxies to attend and vote at meetings on their behalf;
  • how changes in the rights attaching to securities are regulated;
  • what rights do security holders have to seek relief for oppressive conduct;
  • what rights do security holders have to bring or intervene in legal proceedings on behalf of the entity; and
  • whether there is any equivalent to the "two strikes" rule in relation to remuneration reports in Part 2G.2 Division 9 of the Corporations Act

1. A concise summary27 of how the disclosure of substantial holdings and takeovers are regulated under the law of its home jurisdiction

tab number or page reference in the entity's Prospectus, Product Disclosure Statement or Information Memorandum)?

Confirmed.

See section 9 of the Information Memorandum and page 2 of the Scheme Booklet.

Confirmed.

See section 9 of the Information Memorandum and section 8.2 of the Scheme Booklet.

Confirmed.

See section 9 of the Information Memorandum in relation to Chapter 6 provisions of the Corporations Act 2001 (Cth). In addition see sections 8.2(m), 8.3(c) and 8.3(d) of the Scheme Booklet.

Further documents to be provided before admission to the official list

Please note that in addition to the information and documents mentioned above, all entities will be required to provide the following before their admission to the official list and the quotation of their securities commences:

26 The concise summary is not intended to be a legal treatise on the laws of the entity's home jurisdiction or a detailed comparative analysis of those laws with the laws of Australia. For those matters where the entity's home jurisdiction has broadly comparable laws to Australia, a statement to that effect will generally suffice.

27 See note 26 above.

• A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders;

• A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the categories:

  • 1 > 1,000

• 1,001 > 5,000

• 5,001 > 10,000

• 10,001 > 100,000

• 100,001 and over

• The number of holders of a parcel of securities (excluding restricted securities) with a value of more than $2,000, based on the issue/sale price; and

• Any other information that ASX may require under listing rule 1.17.28

28 Among other things, this information may include evidence (such as copies of the entity's share register, bank statements, application forms and cheques) to demonstrate compliance with the minimum spread requirements in listing rule 1 condition 7.