Annexure 2 - Solicitor's Report on Tenements

CRUZ MARCELO&TENEFRANCIA

PARTNERS

Avelino J. Cruz, jr.Simoon V. Marcelo Seveen V. PiantesPlantel L. Manalgod, Jr.Manuel L. Manalgod, Jr.Scian D. VillamenaPatricia A. O. Burye Rodel A. Cruz Alds Arsodt G. Rocus Rivers h Aractii G. Roxul-Rivera|ohn |erica L. Bulgeromo| Miguel Li Sãos| Diwar B. Galacio| Roas Michele C. Buges| Divira Gracia E. Pedron Victor E. M. Panellinan Pancho G. Umali

THE BOARD OF DIRECTORS SIERRA MINING LIMITED Level 9, BGC Centre 28 The Esplanade Perth, 6000 AUSTRALIA

Re: Solicitor's Report

SPECIAL PROJECTS Gentlemen: Ma. Lilane T. Gomez

SENIOR ASSOCIATES Kristoffer James E. Purisima Rogelio D. Torres, Jr.Rowanie A. NakanRamon Manolo A. Alcatabas Rene Raphael A. Guina Khristine C. DyIscouss S. LynnJulius Gregory B. DelgadoOliver P. Baclay, Jr. Jon Anton Daryl Y. Chua

ASSOCIATES

Jerome D. CantasMaria Paula G. Romero Flami Paulis G. RomeroBerrice C. PiendozaMaris Vieles Bonita A. PadillaPlark Anthony T. AmuraoRomina R. BernardoJames Daniel S. Donato Alpheus D. Macalalad Sheryl Anne S. MolenaSheryl Anne S. MolenaCriselds S. Santiago Maria Theresa M. Dominno runs reetss ri. LomingoFernard Joseph D. MirandaNorvin Ralph S. JalipaCarla S. Pingul Francis L. FraganceKristine Ann C. VerzuelaMary Bianca O. CalalangErica Christel S. Patiño Lesley Anne L. ClaudioTina Andrea V. AmadorMaria Carmela T. Maranan

This Solicitor's Report (the "Report") is provided with regard to the following tenements in which Sierra Mining Limited has interests:

TENEMENT	AREA	HOLDER-COMPANY
Application for MineralProduction-SharingAgreement ("APSA") 002-V	Nalesbitan	Mt. Labo Exploration andDevelopment Corp. ("Mt. Labo")
Exploration Permit ("EP")014-2013-V	Mabilo	Mt. Labo
MiningLeaseContract("MLC") MRD-459	Nalesbitan	Mt. Labo
Exploration PermitApplication ("EXPA") 118-XI	Taguibo (Ayan)	Bunawan Mining Corporation("Bunawan")
APSA-03-XIII	Bunawan	Safariland Resources Co.
EXPA-037-XIII	Bunawan	Bunawan
EXPA-123-XI	Bayan	Oz Metals Exploration & DevelopmentCorporation ("Oz Metals")
EXPA-000188-V	Mabilo	Mt. Labo
EP-02-10-XI	Mawab	Oz Metals
EP-01-06-XI	Taguibo	Bunawan
EP-01-10-XI	Taguibo	Oz Metals

(collectively, the "Subject Tenements").

For purposes of this Report, we have conducted informal inquiries with the Philippine Mines and Geosciences Bureau ("MGB") Central and Regional Offices and relied on the information available in the MGB's website (www.mgb.gov.ph) to verify the existence, legality and validity of the Subject Tenements.

We have assumed the accuracy and correctness of any statements,representations or information provided to us by public officials, and any company with related mining interests or any of their respective professional advisers or representatives.

69, 79, 84 & 104 Floors CVCLAW Center 11th Avenue corner 39th StreetBonifacio TriangleBonifacio Global City 1634 Metro Manila, Philippines Petro Plania, PhilippinesP.O. Box 352 Makail CentralFac +632.810.5858Fac +632.810.3838+632.519-1950[email protected] .cruzmarcelo.com

03 March 2014

$\mathbf{1}$

We are solicitors qualified to carry on the practice of law in the Philippines only and we express no opinion as to any laws or matters governed by any laws other than the laws of the Philippines.

Whenever our Report with respect to the existence or absence of facts or circumstances is qualified by the phrase "to our knowledge", it is intended to indicate that, in the course of our inquiries, no information has come to our attention that would give us actual knowledge of the existence of such facts or circumstances. However, we have not undertaken any special or independent investigation to determine the existence or absence of such facts or circumstances, and no inference as to our knowledge of the existence of such facts or circumstances should be drawn merely from due diligence.

AN OVERVIEW OF THE MINING INDUSTRY IN THE PHILIPPINES L.

A. The 1987 Philippine Constitution

The cornerstone of the legal framework of Philippine mining is Section 2, Article XII, of the Philippine Constitution, which provides that the State owns all natural resources and enumerates the allowable arrangements for the exploration, development, and utilization of mineral resources in the Philippines by qualified entities.

"Sec. 2. All lands of the public domain, waters, minerals, coal, petroleum, and other mineral oils, all forces of potential energy, fisheries, forests or timber, wildlife. flora and fauna, and other natural resources are owned by the State. With the exception of agricultural lands, all other natural resources shall not be alienated. The exploration, development, and utilization of natural resources shall be under the state may directly undertake such activities, or it may enter into co-production, joint venture, or production-sharing agreements with Filipino citizens, or corporations or associations at least sixty per centum of whose capital is owned by such citizens. Such agreements may be for a period not exceeding twenty-five years, renewable for not more than twenty-five years, and under such terms and conditions as may be provided by law. In cases of water rights for irrigation, water supply, fisheries, or ind of water power, beneficial use may be the measure and limit of the grant

The State shall protect the nation's marine wealth in its archipelagic waters, territorial sea, and exclusive economic zone, and reserve its use and enjoyment exclusively to Filipino citizens.

The Congress may, by law, allow small-scale utilization of natural resources by Filipino citizens, as well as cooperative fish farming, with priority to subsistence fishermen and fishworkers in rivers, lakes, bays, and lagoons.

The President may enter into agreements with foreign-owned corporations involving either technical or financial assistance for large-scale exploration, development, and utilization of minerals, petroleum, and other mineral oils according to the general terms and conditions provided by law, based on real contributions to the economic growth and general welfare of the country. In such agreements, the State shall promote the development and use of local scientific and technical resources.

The President shall notify the Congress of every contract entered into in accordance with this provision, within thirty days from its execution." [Emphasis supplied]

$\overline{2}$

1 Section 2, Article XII of the Philippine Constitution provides:

B. The Philippine Mining Act of 1995

The above principle is reflected Republic Act No. 7942, otherwise known as the Philippine Mining Act of 1995 (the "Mining Act"), which states that "[M]ineral resources are owned by the State and the exploration, development, utilization, and processing thereof shall be under its full control and supervision."

The Mining Act expressly provides that the conduct of mining in the country is governed by the principle of sustainable development and that the use of mineral wealth shall both be pro-environment and pro-people.3

C. Regulatory Agencies

The Department of Environment and Natural Resources ("DENR") is the primary government agency responsible for the conservation, management, development and proper use of the mineral resources in the Philippines.4 Under the DENR is the MGB, which is a line bureau primarily responsible for the implementation of the Mining Act.5

a. Mining is a temporary land use for the creation of wealth;
$\mathbf{b}$ Mining activities must always be guided by current best practices in environmental management;
The wealth accruing to the Government and communities as a result of mining should c. also lead to other wealth-generating opportunities for people and to other environmentresponsible endeavors:
Mining activities shall be undertaken with due and equal emphasis on economic and d. environmental considerations, as well as for health, safety, social and cultural concerns; and

Conservation of minerals is effected not only through recycling of mineral-based products to effectively lengthen the usable life of mineral commodities but also through the technological efficiency of mining operations. (cf. DENR Administrative Order No. 2010-21, otherwise known as the Implementing Rules and Regulations of the Mining Act of 1995 (the "Mining Act IRR"), Sec. 3.)

Section 6, Mining Act IRR.

5 The MGB has the authority to, among others:

Have direct charge in the administration and disposition of mineral lands and mineral a. resources;
b. Undertake geological, mining, metallurgical, chemical and other researches, as well asmineral exploration surveys; and
Recommend to the Secretary of the DENR the granting of Mineral Agreements ("MAs") or to endorse to the Secretary for action by the President the grant of Financial Technical and Assistance Agreements ("FTAAs"). (cf. Sectio c.

$2$ Section 4, Mining Act.

3 The Mining Act specifically espouses the following policies:

The authority to approve applications for small-scale mining, sand and gravel, quarry, guano, gemstone gathering and gratuitous permits and for industrial sand and gravel permits not exceeding five (5) hectares is vested with the Local Government Unit that has jurisdiction over the mining area.

Areas Open to Mining Applications D.

The following areas are open to mining applications:

Public or private lands not covered by valid and existing $1.$ mining rights and mining applications;
by $2.$ Lands covered expired/abandoned/cancelled mining/quarrying rights;
3 Mineral reservations; and
Timber or forest lands as defined in existing laws.7 $\mathbf{A}$

The following areas, on the other hand, cannot be the subject of any mining application:

Areas covered by valid and existing mining rights; $1.$
$\overline{2}$ . Areas expressly prohibited by law;
1. Areas covered by small-scale miners as defined by law unless with prior consent of the small-scale miners; and
$4.$ Old growth or virgin forests, proclaimed watershed forest reserves, wilderness areas, mangrove forests, mossy forests, national parks, provincial/municipal forests, parks, greenbelts, game refuge and bird sanctuaries as defined by law in areas expressly prohibited under the National Integrated Protected areas System (NIPAS) under Republic Act No. 7586, Department Administrative Order ("DAO") No. 25, Series of 1992 and other laws.

The following areas may be opened for mining applications, the approval of which is subject to the following conditions:

Military and other Government Reservations, upon prior $1.$ written clearance by the Government agency having jurisdiction over such Reservations;
Areas near or under public or private buildings, cemeteries, $2.5$ archaeological and historic sites, bridges, highways, waterways, railroads, reservoirs, dams or other infrastructure projects, public or private works, including plantations or valuable crops, upon written consent of the concerned Government agency or private entity subject to technical evaluation and validation by the Bureau;

$\Delta$

Section 8, Mining Act IRR.

Section 14, Mining Act IRR.

Areas covered by Financial or Technical Assistance 3. Agreement ("FTAA") applications which shall be opened for quarry resources mining applications pursuant to Section 53 of the Mining Act upon the written consent of the FTAA applicants: Provided, That sand and gravel permit applications shall not require consent from the FTAA, EP or Mineral Agreement ("MA") applicant, except for MA or EP applications covering sand, gravel and/or alluvial gold: Provided, further, That the Director shall formulate the necessary guidelines to govern this provision:
Areas covered by small-scale mining under R.A. No. $\overline{4}$ 7076/PD No. 1899 upon prior consent of the small-scale miners, in which case a royalty payment, upon the utilization of minerals, shall be agreed upon by the concerned parties and shall form a Trust Fund for the socioeconomic development of the concerned community; and
1. DENR Project Areas upon prior consent from the concerned agency.

In addition, the Mining Act IRR provides that in no case shall MAs, FTAAs or mining permits be granted in areas subject of a Certificate of Ancestral Domains/Ancestral Land Claims (CADC/CALC) or any other area declared by the relevant government agency to be actually occupied by Indigenous Cultural Communities/Indigenous Peoples ("ICCs/IPs") under a claim of time immemorial possession except with their prior consent.8

Е. Mining Tenements under the Mining Act

The Mining Act provides for three $(3)$ classes of Agreements/Contracts/Tenements that foreign mining investors may enter into with the Philippine government, namely:

$1$ EPs9, which grant the right to conduct exploration for all minerals in specified areas;

An EP is the initial mode of entry into mineral exploration in the country10. It allows mining contractors or permit holders to conduct exploration for all minerals within the area applied for, including searching or prospecting for mineral resources by geological, geochemical and/or geophysical surveys, remote sensing, test pitting, trenching, drilling, shaft sinking, tunneling or any other means for the purpose of determining their existence, extent, quality and quantity and the feasibility of mining them for profit.

Section 16, Mining Act IRR.

Section 20 of the Mining Act provides that an EP grants the right to conduct exploration for all minerals in specified areas.

Department Administrative Order No. 2005-15.

The area covered by an EP cannot exceed the following:

		ONSHORE(in oneprovince)	ONSHORE(in the entire)Philippines)	OFFSHORE
Individuals		20meridionalblocks or 1,620hectares	40mendionalblocks or 3,240hectares	100 meridionalblocks or 8,100hectares
Corporations.Partnerships,AssociationsCooperatives	or	meridional200blocksor16,200hectares	meridional400blocksor32.400hectares	1,000meridionalblocksor81.000hectares

An EP is valid for two (2) years from the date of its issuance and renewable for the same period. During the period of validity of the EP, the mining contractor/permit holder shall file a declaration of mining project feasibility and, if approved, he shall be given exclusive rights to a MA or FTAA over the permit area. If the mining contractor or permit holder fails to apply for a MA or FTAA over the permit area within one (1) year from the approval of the declaration of mining project feasibility, the declaration is deemed automatically cancelled.

The period of validity of an EP cannot exceed a total term of four (4) years for nonmetallic mineral explorations, and six (6) years for metallic mineral explorations.

The holder of an EP may eventually apply for an MA or an FTAA.

The transfer or assignment of EP applications is allowedbut subject to the approval of the Regional Director concerned taking into account the national interest and public welfare. Such transfer or assignment shall be subject to eligibility requirements and shall not be allowed in cases involving speculation.

MAs, which in turn may take the following forms:11 $2.$
- İ. Mineral Production Sharing Agreement ("MPSA") which is an agreement wherein the Government shares in the production of the private company, whether in kind or in value, as owner of the minerals. In return, the private company shall provide the technology, necessary financing, management and personnel for the mining project. This is the most common type of MA in the Philippines;

$\ddot{a}$

11 Section 26, Mining Act.

ii. Co-production Agreement ("CA"), which is an agreement wherein the Government provides other services and inputs to the mining operations, other than simply providing the mineral resources; and
Joint Venture Agreement ("JVA") which is iii. an agreement wherein the Government and the private company organize a joint venture company with both parties having equity shares. For its share, the Government is entitled to a share in the gross output of the mining project aside from its earnings in the equity of the company.

An MA is an agreement between a private company and the Philippine Government whereby the Government grants the private company the exclusive right to conduct mining operations and to extract all mineral resources found in a contract area. The term of an MA shall not exceed twenty-five (25) years from the date of its execution, renewable for another term not exceeding twenty-five (25) years.

	ONSHORE(in one province)	ONSHORE(in the entire)Philippines)	OFFSHORE
Individuals	10meridional810blocksОFhectares	20meridionalblocks or 1,620hectares	50meridional4.050blocksorhectares
Corporations,Partnerships.AssociationsorCooperatives	100 meridionalblocks or 8,100hectares	meridional200blocksor16,200 hectares	500meridionalblocks or 40,500hectaresFor the ExclusiveEconomic Zone -a larger area tobe determined bySecretarythetheuponrecommendationof the Director

The approved area subject to an MA shall be limited to the following:

For those located within exclusive economic zones, a larger area shall be determined by the DENR Secretary.

The private company may convert totally or partially its MA into another MA form, or into an FTAA by filing a Letter of Intent with the concerned Regional Director.

$3.$ FTAAs, which are contracts involving financial or technical assistance for large-scale exploration, development, and utilization of mineral resources.

An FTAA grants a private company with technical and financial capability to undertake large-scale exploration, development and utilization of mineral resources in the Philippines.

The required minimum investment of a private company granted an FTAA is Fifty Million United States Dollars (US$50,000,000,00) or its equivalent in Philippine Pesos.

The maximum FTAA contract area that may be applied for or granted per Qualified Person in the entire Philippines are the following:

One thousand (1,000) meridional blocks or approximately $a$ eighty-one thousand (81,000) hectares onshore;
b. Four thousand (4,000) meridional blocks or approximately three hundred twenty-four thousand (324,000) hectares offshore: or
Combination of one thousand (1,000) meridional blocks c. onshore and four thousand (4,000) meridional blocks offshore

An FTAA shall have a term not exceeding twenty-five (25) years from the date of execution, and renewable for another term not exceeding twenty-five (25) years.

A private company may convert the FTAA into one of the three forms of an MA. However, if the foreign equity of the private company exceeds 40%, it must first be reduced before the conversion.

Under the current implementing rules of the Philippine Mining Law, FTAAs may only be entered into for gold, copper, nickel, chromite, lead, zinc and other minerals, but not for cement raw materials, marble, granite, sand and gravel and construction aggregates.

Qualified Persons

Under the Mining Act, only a qualified person12 may enter into EPs, MAs and FTAAs with the government. A qualified person refers to citizens or corporations at least sixty percent (60%) of the capital of which is owned by

12 Section 3(aq) of the Mining Act provides that a "Qualified person" means any citizen of the Philippines with capacity to contract, or a corporation, partnership, association, or cooperative organized or authorized for the purpose of engaging in mining, with technical and financial capability to undertake mineral resources development and duly registered in accordance withlaw at least skty per centum (60%) of the capital of which is owned by citizens of the Philippines: Provided, That a legally organized foreign-owned corporation shall be deemed a qualified person for purposes of granting an exploration permit, financial or technical assistance agreement or mineral processing permit.

$\mathbf{a}$

citizens of the Philippines. The Mining Act itself allows one hundred percent (100%) ownership by foreign mining investors under certain conditions. Specifically, the Mining Act expressly provides that a legally organized foreignowned corporation, i.e., a corporation which has more than forty percent (40%) foreign equity ("foreign mining corporation"), is deemed a qualified person for purposes of an EP and FTAA.13 Moreover, a foreign-owned/-controlled corporation may also be granted a Mineral Processing Permit ("MPP").

The foreign ownership restrictions under the Mining Act may be summarized as follows:

For EPs no limit as to amount of foreign equity ownership, up to one hundred percent (100%) foreign-owned.
For MAs a forty percent (40%) limitation on foreign equity ownership.
For FTAAs no limit as to amount of foreign equity ownership, up to one hundred percent (100%) foreign-owned.
For MPPs no limit as to amount of foreign equity ownership, up to one hundred percent (100%) foreign-owned.
$\overline{\mathbf{4}}$ Mining Lease Contracts ("MLCs")

MLCs are tenements granted under Presidential Decree No. 463. Upon the passage of the Mining Act, MLCs were no longer issued, but remained valid and existing.15 MLCs, however, may be converted into other types of tenements. Section 113 of the Mining Act grants preferential rights to holders of valid and existing mining claims to enter into any MA within two (2) years from the promulgation of the Mining Act IRR.

F. Other Types of Permits

1. Mineral Processing Permits

An MPP is the permit granted to a qualified person for the processing of minerals. The Mining Act defines mineral processing as the milling, beneficiation, leaching, smelting, cyanidization, calcination or upgrading of ores, minerals, rocks, mill tailings, mine wastes and/or other metallurgical by-products or by similar means to convert the same into marketable products.

$13$ Id.

14 Section 56, Mining Act IRR.

15 Section 112, Mining Act.

An MPP is open to both domestic and foreign corporations. It has a term of five (5) years renewable for like terms, but not to exceed a total of twenty five $(25)$ years.

In the case of mineral ores or minerals produced by small-scale miners, the processing thereof, as well as the licensing of their custom mills or processing plants, shall continue to be governed by the provisions of Republic Act No. 7076.

2. Ore Transport Permits

An Ore Transport Permit ("OTP") is a permit that may be granted to a Contractor, accredited dealer, retailer, processor and other Permit Holders to transport minerals/mineral products, and by-products, including gold bullions.16 It specifies the origin and quantity of non-processed mineral ores or minerals.

An OTP is issued by the Regional Director who has jurisdiction over the area where the ores were extracted.

In the case of mineral ores or minerals being transported from the smallscale mining areas to the custom mills or processing plants, the Provincial Mining Regulatory Board (PMRB) concerned shall formulate their own policies to govern such transport of ores produced by small-scale miners.

The absence of a permit shall be considered prima facie evidence of illegal mining and shall be sufficient cause for the Government to confiscate the ores or minerals being transported, the tools and equipment utilized, and the vehicle containing the same.

Ore samples not exceeding two metric tons (2 m.t.) to be used exclusively for assay or pilot test purposes are exempt from such requirement.

For ore samples exceeding two metric tons (2 m.t.) to be transported exclusively for assay and pilot tests purposes, an OTP shall be issued by the Regional Director concerned for a limited amount based on the type of ore, metallurgical tests to be undertaken and other justifiable reasons as determined by the Regional Office concerned.

Further, Mineral Ore Export Permits for the transport or shipment outside the Philippines of all mineral ores, including tailings, by Permittees and other mining rights holders, including small scale mining permits, are required prior to loading.

Moreover, no person is allowed to engage in the trading of minerals/mineral products and by-products either locally or internationally, unless registered with the Department of Trade and Industry (DTI) and accredited by the DENR.

$10^{-1}$

Section 117, Mining Act IRR.

DAO No. 2008-20

G. Common Provisions

It bears emphasis that qualified Filipinos should be preferred by all holders or applicants for MA/FTAA/EP/MPP for employment within thePhilippines.18 However, the said holders or applicants shall not be hindered from hiring employees of their own selection. In case foreigners are employed, the foreigner is required to present evidence of his/her qualifications and work experience; pass the appropriate government licensure examination; secure working permits/visas from other concerned government agencies; and submit other supporting papers as deemed necessary by the DENR or MGB.

Moreover, the MGB Director shall require a Contractor/Permittee/Permit Holder to submit a Safety and Health Program covering its area of operations within fifteen (15) working days before the start of every calendar year.2

Н. Community Development

Under the Mining Act, mining contractors are duty bound to "assist in the development of its mining community, the promotion of the general welfare of its inhabitants, and the development of science and mining technology."21

The Mining Act IRR requires contractors to annually allot a minimum of one and a half percent (1.5%) of the operating costs to: a) assist in the development of the host and neighboring communities in accordance with its Social Development and Management Program ("SDMP") to promote the general welfare of the inhabitants living therein; b) develop a program for the advancement of mining technology and geosciences; and c) develop and institutionalize an information, education, and communication campaign for greater public awareness and understanding of responsible mining and geosciences. The one and a half percent (1.5%) shall be allocated as follows: 1.125% shall be allocated for (a); 0.150% for (b); and 0.225% for (c). Any unspent amount and/or savings, for any given year, allotted for the implementation of the various programs shall be added to the succeeding year's allotment and may be re-programmed after consultations with host andneighboring communities.22 Expenses incurred for this obligation are considered deductible expenses and recoverable pre-operating expenses. In addition, if there are IPs within the contract area and their free and prior informed consent is given to the mining project, then the concerned parties shall agree on the royalty payment for the concerned IPs which may not be less than one percent (1%) of the gross output, but expenses for community development may be credited to or charged against said royalty.23

Moreover, under the Mining Act IRR, the SDMP shall be, in consultation and in partnership with the host and neighboring communities, actively promoted and shall cover and include all plans, projects, and activities of the

Section 144, Mining Act IRR.

18 Section 140, Mining Act IRR.

19 Section 141, Mining Act IRR

21 Section 57, Mining Act. Section 134, Mining Act IRR.

Section 16, Mining Act IRR.

Contractor/Permit Holder towards enhancing the development of the host and neighboring communities.24 A Contractor/Permit Holder found operating without an approved SDMP shall, on the first offense, be liable to a fine not exceeding Five Thousand Pesos (Php5,000,00), Succeeding offenses shall be sufficient ground to suspend its mining operations in the areas under contracts, in addition to a fine not exceeding Five Thousand Pesos (Php5,000,00).26

Government Share Đ.

Sections 81 and 82 of the Mining Act state:

"Section 81. Government Share in Other Mineral Agreements - The share of the Government in co-production and joint-venture agreements shall be negotiated by the Government and the contractor taking into consideration the: (a) capital investment of the project. (b) risks involved. (c) contribution of the project to the economy, (d) other factors that will provide for a fair and equitable sharing between the Government and the contractor. The Government shall also be entitled to compensations for its other contributions which shall be agreed upon by the parties, and shall consist, among other things, the contractor's foreign stockholders arising from dividend or interest payments to the said foreign stockholders, in case of a foreign national, and all such other taxes, duties and fees as provided for under existing laws.

The Government share in financial or technical assistance agreement shall consist of, among other things, the contractor's corporate income tax, excise tax, special allowance, withholding tax due from the contractor's foreign stockholders arising from dividend or interest payments to the said foreign stockholder in case of a foreign national and all such other taxes, duties and fees as provided for under existing laws.

The collection of Government share in financial or technical assistance agreement shall commence after the financial or technical assistance agreement contractor has fully recovered its pre-operating expenses, exploration, and development expenditures, inclusive.

Section 82. Allocation of Government Share - The Government share as referred to in the preceding sections shall be shared and allocated in accordance with Sections 290 and 292 of Republic Act No. 7160 otherwise known as the Local Government Code of 1991. In case the development and utilization of mineral resources is undertaken by a government-owned or -controlled corporation, the sharing and allocation shall be in accordance with Sections 291 and 292 of the said Code."

Section 136-A, Mining Act IRR.Section 136-F, Mining Act IRR.

Thus, as compensation for the grant of the mining concession, the government is entitled to a share in the output thereof as follows:

MPSA Excise tax on mineral products.26 $1.$
1. CA and JVA - shall be negotiated by the Government and the Contractor taking into consideration:
- i. Capital investment in the project,
- ii. Risks involved.
- Contribution of the project to the economy and iii.
- Other factors that will provide for a fair andequitable sharing between the parties.27 iv
$3.$ FTAA - Based on DAO No. 2007-12, in relation to Section 3 (g) (2) (a) of DAO 99-56, the government gets a "basic" share and an "additional" share in an FTAA. The "basic" share consists of all direct taxes, royalties, fees, and related payments required by existing laws and rules, with the exception of value-added taxes on exported products refunded or credited to the contractor. The "additional" share, on the other hand, is the difference in amount to be paid by the contractor after the recovery period if the "basic" share is less than fifty percent (50%) of the net mining revenue. The recovery period for FTAAs shall be a maximum of five (5) years Date of Commencement of Commercial Production, or at a date when the total net cash flows is equal to the total pre-operating expenses, whichever comes first. $^{28}$

Pending Mining Case with the Philippine Supreme Court

Two (2) petitions challenging the validity of the Mining Act are currently pending with the Philippine Supreme Court. The first petition alleges that: (1) Section 811 of the Mining Act is unconstitutional because: (a) it violates the rule on delegated legislation; (b) the Secretary of the DENR acted with grave abuse of discretion resulting to lack or excess of jurisdiction in the issuance of DAO No. 07-12; and (c) both Section 81 of the Mining Act and DAO 07-12 are

Section 212, Mining Act IRR. $rac{1}{2}$

Section 213, Mining Act IRR. $\overline{\mathfrak{z}}$

In addition to those enumerated above, the following are also counted as the Government's share: the Contractor's corporate income tax, excise tax, special allowance, withholding tax due from the Contractor's foreign stockholders arising from dividend or interest payments to the said foreign stockholder in case of a foreign-owned corporation and all such other taxes, duties and fees as provided for in existing laws. However, the collection of the Government's share shall commence after the FTAA Contractor has fully recovered its pre-operating, exploration and development expenses.

unconstitutional because they allow inequitable sharing of wealth contrary to Article XII, Section 1, par. 1 and Section 2, par. 1 and 4 of the Philippine Constitution.29 The second petition alleges that the DENR Secretary acted with grave abuse of discretion in processing and issuing MPSAs in accordance with the Mining Act and the Mining Act IRR, as both the Mining Act and the Mining Act IRR allegedly violate Article XII, Section 1, par. 1 and Section 2, par. 1 of the Philippine Constitution.30

$\mathbf{J}$ . Small-Scale Mining

Under Section 3 (b) of Republic Act No. 7076, otherwise known as the People's Small-Scale Mining Act of 1991, small-scale mining refers to mining activities which rely heavily on manual labor using simple implements and methods and do not use explosives or heavy mining equipment.

As defined under the law, small-scale miners can be either Filipino citizens or cooperatives of small scale miners, composed of other Filipino citizens, registered with the Securities and Exchange Commission and duly licensed by the DENR.

VYV

SECTION 2. All lands of the public domain, waters, minerals, coal, petroleum, and other mineral oils, all forces of potential energy, fisheries, forests or timber, wildlife, flora and fauna, and other natural resources are State. With the exception of agricultural lands, all other natural resources shall not be alienated. The exploration, development, and utilization of natural resources shall be under the full control and supervision of the State. The State may directly undertake such activities, or it may enter into co-production, joint venture, or production-sharing agreements with Filipino citizens, or corporations venture, or production-snaring agreements wan Filipino citzens, or corporations of associations at least skity per centum of whose capital is owned by such citzens. Such agreements may be for a period not exceeding twentypower, beneficial use may be the measure and limit of the grant.

XXX

The President may enter into agreements with foreign-owned corporationsinvolving either technical or financial assistance for large-scale exploration,development, and utilization of minerals, petroleum, and other mineral agreements, the State shall promote the development and use of local scientific and technical resources.

30 See Id.

29 Article XII, Section 1, par. 1 and Section 2, par. 1 and 4 of the Philippine Constitution state.

SECTION 1. The goals of the national economy are a more equitable distribution of opportunities, income, and wealth; a sustained increase in the amount of goods and services produced by the nation for the benefit of the people; and an expanding productivity as the key to raising the quality of life for all, especially the underprivileged.

A People's Small-Scale Mining Contract ("PSMC") entitles the small-scale mining contractor to the right to mine, extract and dispose of mineral ores for commercial purposes. Mining operations can start within (1) year from the date of award of the mining contract. In granting PSMCs, priority is given to resident small scale miners. There is, however, an Annual Maximum Extraction Limit of Fifty Thousand (50,000) dry metric tons. Further, the area covered by a People's Small-scale Mining Contract shall not exceed twenty (20) hectares per contractor. In addition, PSMCs cannot be subcontracted, assigned or otherwise transferred.

PSMCs are have a term of two (2) years but renewable are for like periods. Monthly detailed production and financial reports are required to be made under oath and submitted to the Mining Regulatory Board. PSMCs may be entered into under any of the following modes of agreement: CA, JV or MPSA.

In case a site declared as a people's-scale mining area is covered by an existing mining right, the claimowner and the small-scale miners are encouraged to enter into a voluntary and acceptable contractual agreement with respect to the small-scale utilization of the mineral values from the area. Royalties paid to the owner shall not exceed one percent (1%) of the gross value of the minerals recovered.

Small-scale mining permits may be cancelled based on the following grounds:

Extraction beyond the 50,000 dry metric tons limit per year
Extraction of ore/mineral other than those provided in the permit
$\bullet$ Operating without an appropriate ECC
Non-payment of taxes
Use of heavy equipment
Violations of PD 1899 or RA 7076, as the case may be.

Κ. The Indigenous Peoples' Rights Act ("IPRA") and the Rights of Indigenous Peoples ("IPs")

Section 3 (h) of the IPRA defines Indigenous Cultural Communities ("ICCs")/IPs as those:

groups of people or homogenous societies identified by self-٠ ascription or ascription of others;
groups of people who have continuously lived as organized community on communally bounded and defined territory;
groups of people who have, under claims of ownership since time immemorial, bonds of language, customs, traditions and other distinctive cultural traits; or
groups of people who have through resistance to political, social and cultural inroads of colonization, non-indigenous religions and cultures, become historically differentiated from the majority of Filipinos;

peoples who are regarded as indigenous on account of their descent from the populations which inhabited the country, at the time of conquest or colonization, or at the time of inroads of nonindigenous religions and cultures, or the establishment of present state boundaries, who retain some or all of their own social, economic, cultural and political institutions, but who may have been displaced from their traditional domains or who may have resettled outside their ancestral domains.

Rights of ICCs/IPs

Section 16 of the Mining Act states that "no ancestral land shall be opened for mining-operations without prior consent of the indigenous culturalcommunity concerned.31 This provision is complemented by IPRA, which wasenacted to recognize and promote the rights of ICCs/IPs32 by establ mechanisms that will take into consideration the customs, traditions, values, and beliefs of ICCs/IPs, and their rights to their ancestral domains or ancestral lands.

The NCIP is the main agency tasked to enforce the provisions of IPRA.

There are four (4) main ways by which the IPRA affects or restricts mining activities:

$1.$ It explicitly provides that no concession, license, or lease, nor can any production sharing agreement be issued, renewed, or granted by any department or agency of the Government without prior certification from the NCIP that the area affected does not overlap with any ancestral domain33:
It prohibits any government department, agency, orgovernment owned or controlled corporation (GOCC) from $2.$ issuing a new concession, license, lease, or production sharing agreement on a pending application for a Certificateof Ancestral Domain Title ("CADT") since all areas that are formally recognized as under the ownership and possessionof ICCs/IPs should be covered by a CADT34;

a. Groups of people or homogenous societies identified by self-ascription or ascription of others;

33 Sec. 59, IPRA34 Sec. 59, IPRA

31 Section 16, Mining Act.

12 As now defined, indigenous cultural community or indigenous peoples are those:

b. Groups of people who have continuously lived as organized community on communally bounded and defined territory;

Groups of people who have, under claims of ownership since time immemorial, bonds of language, customs, traditions and other distinctive cultural traits; or

$\mathbf{d}$ Groups of people who have through resistance to political, social and cultural inroads of colonization, non-indigenous religions and cultures, become historically differentiated from the majority of Filipinos

$\mathbf{e}$

3 It grants ICCs/IPs the right to stop or suspend any project that has not undergone any consultation process; and
Together with the Mining Act, it requires mining contractors $\overline{4}$ . or permit holders to assist in the development of its miningcommunity through a five-year SDMP.35

Under Section 3(a) of the IPRA, an ancestral domain covers "all areas"owned, occupied, or possessed by ICCs. This includes "lands, inland waters,coastal areas and natural resources therein" specifically "ancestral lands, pasture, residential, agricultural, and other lands individually owned whether alienable and disposable or otherwise, hunting grounds, burial grounds, worship areas, bodies of water, mineral and other natural resources, and lands which may no longer be exclusively occupied by ICCs but from which they traditionally had access to for their subsistence and traditional activities.

Pursuant to Section 6, Rule VIII Part II, IPRA Implementing Rules and Regulations, existing contracts, licenses, concessions, leases and permits for the exploration of natural resources within the ancestral domain may continue to be in force and effect until they expire. Thereafter, such contracts, licenses, concessions, leases and permits shall not renewed without the Free and Prior Informed Consent ("FPIC") of the IP community members and upon renegotiation of all terms and conditions thereof. All such existing contracts licenses concessions leases and permits may be terminated for cause upon violation of the terms and conditions thereof.

Hence, the applicant, prior to any issuance, renewal, or grant of any concession, license or lease, or before entering into any production sharing agreement with the government, must obtain a certification pre-condition from the NCIP that the area affected does not overlap with any ancestral domain.

The certification pre-condition refers to the Certificate of Compliance issued by the NCIP attesting that the applicant has complied with the requirements for securing the affected ICC/IP's FPIC. It shall only be issued after a field-based investigation is conducted by the Ancestral Domain Office of the area concerned. Moreover, no certificate shall be issued without the FPIC of the ICC/IP concerned.

FPIC means the consensus of all members of the ICCs/IPs to be determined in accordance with their respective customary laws and practices, free from any external manipulation, interference and coercion, and obtained after fully disclosing the intent and scope of the activity, in a language and process understandable to the community.36 Manifested through a Memorandum of Agreement containing the relevant terms and conditions, including the benefits to be received by the ICCs/IPs. Amount of royalty payment of not be less thanone percent (1%) of the gross output37 is subject to the agreement of the contractor and the ICCs. The royalty shall be kept in trust for the socio-economic well-being of the ICCs.

35 Section. 5(co), Mining Act IRR.36 Section 3(f), IPRA.

Section 16, Mining Act IRR.

Should a project proceed without compliance with the requirements of IPRA for Certification Pre-condition and securing of their FPIC, IPRA provides that ICCs have the right to stop and suspend the project.38

Before a mining entity can be issued a Certificate of Non-Consent, it must be preceded by an FPIC process as provided under the FPIC Guidelines of 2006 (the "FPIC Guidelines"). DENR Department Memorandum Order ("DMO") No. 2010-04 provides that a prospective permittee or contractor of an MA is given two attempts to secure the FPIC of the ICC/IP.

Role of Local Government Units in the Permitting Process

Under Section 26 of the Local Government Code, it shall be the duty of every national agency or government-owned or -controlled corporation authorizing or involved in the planning and implementation of any project or program that may cause pollution, climatic change, depletion of non-renewable resources, loss of cropland, rangeland, or forest cover, and extinction of animal or plant species, to consult with the Local Government Units, nongovernmental organizations, and other sectors concerned and explain the goals and objectives of the project or program, its impact upon the people and the community in terms of environmental or ecological balance, and the measures that will be undertaken to prevent or minimize the adverse effects thereof.

Section 27 of the Local Government Code provides that no project or program shall be implemented by government authorities unless the consultations mentioned in Sections 2 (c) and 26 hereof are complied with, and prior approval of the Sanggunian concerned is obtained, provided, that occupants in areas where such projects are to be implemented shall not be evicted unless appropriate relocation sites have been provided, in accordance with the provisions of the Constitution.

This is affirmed by Section 5 of DMO No. 2004-09 which provides that Mining applicants/Contractors/Permittees/Permit Holders must consult with all the Sangguniang Panlalawigan/Bayan/Panlungsod/Barangay concerned in support of mining applications and/or in the implementation of mining projects. In case of a mining application intended for exploration through an EP, MA or FTAA, the proof of consultation and/or project presentation will be in the form of the following:

$1.$ Copies of the pertinent Exploration and Environmental Work Programs duly received by the Secretary of all of the Sanggunian concerned or Office of all the Vice-Governor/Vice-Mayor concerned; or
$\overline{2}$ . A certification of project presentation by all the Provincial Governor, Vice-Governor, Municipal/City Mayor or Vice-Mayor concerned, or the Secretary of all the Sanggunian concerned.

38 Section 59, IPRA

Further, prior approval or endorsement in the form of a Resolution or Certification by at least the majority of the Sanggunian concerned is required in support of mining applications for immediate development and/or utilization activities and of applications for approval of Declaration of Mining Project Feasibility under the Development and Construction/Operating Periods of MAs and FTAAs.

In the case of an application for Sand and Gravel Permit, the proof of approval or endorsement by the Sanggunian concerned shall be deemed complied with if the applicant has already secured the Environmental Compliance Certificate (ECC) for the project concerned.

Pursuant to the Local Government Code and other pertinent laws, the Local Government Units shall have the following roles in mining projects within their respective jurisdictions: 1) ensure that relevant laws on public notice, public consultation and public participation are complied with; 2) in coordination with the Bureau/Regional Office(s) and subject to valid and existing mining rights, to approve applications for small scale mining, sand and gravel, quarry, guano, gemstone gathering and gratuitous permits and for industrial sand and gravel permits not exceeding five (5) hectares; 3) receive their share as provided for by law in the wealth generated from the utilization of mineral resources and thus enhance economic progress and national development; 4) facilitate the process by which the community shall reach an informed decision on the social acceptability of a mining project as a requirement for securing an Environmental Compliance Certificate: 5) participate in the monitoring of any mining activity as a member of the Multipartite Monitoring Team39; 6) participate as a member of the Mine Rehabilitation Fund (MRF) Committee as provided40; and 7) be the recipient of social infrastructure and community development projects for the utilization of the host and neighboring communities

Executive Order No. 79, Series of 2012 ("EO 79") and other М. Developments

EO 79, entitled, "Institutionalizing and Implementing Reforms in the Philippine Mining Sector, Providing Policies and Guidelines to Ensure Environmental Protection and Responsible Mining in the Utilization of Mineral Resources," was issued on 06 July 2012.

Section 1 of EO 79 states:

"SECTION 1. Areas Closed to Mining Applications. xxx

Mining Contracts, agreements, and concessions approved before the effectivity of this Order shall continue to be valid, binding, and enforceable so long as they strictly comply with existing laws,

39 Section 185, Mining Act IRR.

Sections 182 to 187, Mining Act IRR.

rules, and regulations and the terms and conditions of the grant thereof. For this purpose, review and monitoring of such compliance shall be taken periodically."

Section 4 of EO 79 suspended the grant of MAs41 "until a legislation rationalizing existing revenue schemes and mechanisms shall have taken effect." While the same does not appear to affect FTAAs, Section 7 of the Implementing Rules and Regulations of EO 79, as amended, arguably provides a basis for claiming that the FTAAs that may now be granted are limited only to Government-Owned Mining Assets.

Section 7 of the EO 79 IRR states:

"Section 7. Grant of Mineral Agreements Pending New Legislation

No new mineral agreements shall be entered into until a legislation rationalizing existing revenue sharing schemes and mechanisms shall have taken effect: Provided, that no expansion of existing contract areas shall be allowed by the DENR Secretary unless there is an imminent and/or threatened economic disruption, such as a shortage of critical commodities and raw materials, that could adversely affect priority government projects and/or economic activities as determined by the Economic Development Cabinet Cluster: Provided, further, that the National Government-Owned Mining Assets may be subject to the Financial or Technical Assistance Agreement (FTAA) in accordance with Section 9 of these implementing rules and regulations." [Emphasis supplied]

Hence, while EO 79 suspended the grant of MAs, the EO 79 IRR appears to have construed MAs to include FTAAs.

Meanwhile, DMO No. 2013-01 has increased the minimum authorized and paid-up capital requirements for applicants for EPs, MA's, and FTAAs:

	FROM	то
Authorized Capital	Php 10,000,000.00	Php 100,000,000.00
Paid-up Capital	Php 2,500,000.00	Php 6,250,000.00

Further, FTAA applicants are required to have a minimum paid-up capital of Php 500,000,000.00 upon the grant of the FTAA by the President and prior to its registration with the MGB.

Section 3 (ab), Mining Act, states: "Mineral agreement means a contract between the government and a contractor involving mineral production-sharing agreement, co-production sharing agreements, or joint-venture agreements.

$20$

Ш. OPINION

APSA-002-V

Based on the Region V Mining Tenements Status Report ("MTSR") as of January 2014,42 APSA-002-V was denied based on DMO No. 2010-04. A Motion for Reconsideration was filed on 25 July 2011, but was denied based on MGB Memorandum Circular Nos. 2011-1 and 2011-6 in a letter dated 15 May 2013. An appeal with the MGB Central Office was filed by Mt. Labo on 07 June 2013 and is currently pending.

The outcome of the pending appeal may affect the validity of APSA-002-

EP-014-2013-V

Based on a List of Approved Exploration Permits in Region V as of January 2014, EP-014-2013-V was granted on 11 July 2013.43

EP-014-2013-V is valid and subsisting.

MLC MRD-459

You will note that MLC MRD-459 does not appear in the Region V MTSR as of January 2014. Further, while MLC MRD-459 appears in the Region V MTSR as of August 2013, no remarks were provided therein. According to Mr. Donald Ofalsa of the MGB Central Office Mines and Tenements Division, Mt. Labo has filed for the conversion of MLC MRD-459 into an MPSA. The evaluation of the application for conversion, however, is on hold pursuant to EO 79

The rights covered by MLC MRD-459 may be extended should the conversion be approved.

EXPA-118-XI

Based on the Region XI MTSR as of January 201444, EXPA-118-XI was denied on 30 June 2011 based on DMO No. 2010-04. A Motion for Reconsideration was filed by Bunawan on 15 August 2011, but was denied on 20 June 2012 again based on DMO No. 2010-04. These dates were confirmed by Ms. Ana Guadalupe of the Mine Management Division of the MGB Region XI during a teleconference.45

The outcome of the pending appeal may affect the validity of EXPA-118-

XI.

42 Available in http://www.mgb.gov.ph/Files/MTMD/Applications/R5\_MTSR\_JAN\_2014.pdf.

43 Available in http://www.mab5.net/explo 2014 JAN.pdf

Available in http://www.mab.gov.ph/Files/MTMD/Applications/R11 MTSR JAN 2014.pdf.Based on the List of Appeals filed in the Central Office as of 31 December 2013, Bunawan

appealed the denial on 23 July 2011, which remains pending with the MGB Central Office. Available in http://www.mgb.gov.ph/Files/Tenements/Appeal/AppealEPFTAA.pdf.

APSA-03-XIII

Based on records which were provided to us, APSA-03-XIII was the subject of three (3) cases before the MGB Region XIII Panel of Arbitrators. namely: (1) Base Metals Mineral Resources Corp. vs. Safariland Resources Co., denominated as Mines Special Case No. POA-XIII-28; (2) Valley Mining and Development Corp. vs. Safariland Resources Co., denominated as Mines Special Case No. POA-XIII-29; and (3) PICOP Resources Inc. vs. Safariland Resources Co., denominated as Mines Special Case No. POA-XIII-030.

Based on the Region XIII MTSR as of December 2013,46 APSA-03-XIII is currently subject of Mines Special Case No. POA-XIII-028-98. However, this is inconsistent with the Order dated 03 May 1999 issued by the MGB XIII Panel of Arbitrators which "dismissed with prejudice" the aforementioned case.

The Region XIII MTSR does not mention Mines Special Case Nos. POA-XIII-29 and POA-XIII-30.

Notwithstanding the mention of the Order dated 03 May 1999, Ms. Chita Polinar of the MGB Region XIII stated in a teleconference that the three (3) cases involving APSA-03-XIII remain pending before the MGB XIII Panel of Arbitrators.

The outcome of the foregoing cases may affect the rights covered by APSA-03-XIII.

EXPA-037-XIII

Based on the Region XIII MTSR as of December 2013,47 EXPA-037-XIII has been endorsed to the MGB Central Office and is awaiting the clearance of the MGB Director. This was confirmed by Ms. Chita Polinar of the MGB Region XIII in a teleconference.

Pending the clearance of the MGB Director, EXPA-037-XIII is valid and subsisting, Upon clearance by the MGB Director, an EP will be issued.

EXPA-123-XI

Based on the Region XI MTSR as of January 2014, EXPA-123-XI has been endorsed to the MGB Central Office and is awaiting the clearance of the MGB Director. This was confirmed by Mr. Samuel L. Guadalupe of the MGB Region XI in a teleconference.

Pending the clearance of the MGB Director, EXPA-123-XI is valid and existing. Upon clearance by the MGB Director, an EP will be issued in lieu of EXPA-123-X.

Available in http://www.mgb.gov.ph/Files/MTMD/Applications/r13\_mtsr\_dec\_2013.pdf.Available in http://www.mgb.gov.ph/Files/MTMD/Applications/r13\_mtsr\_dec\_2013.pdf. $\overline{a}$

$\mathfrak{D}$

EXPA-000188-V

Based on the Region V MTSR as of January 201448, EXPA-000188-V has been filed with the MGB Central Office. Further, based on the Region V MTSR, the same has been endorsed to the NCIP. The Region V MTSR further states that EXPA-000188-V was amended to segregate areas closed to mining applications and the same is to be cleared by the MGB Central Office, the DENR, and the NCIP because of the inclusion of a new area in the original applied area.

According to Mr. Danilo Deleña of the MGB Mines and Tenements Division, EXPA-000188-V is valid and existing, but the same is currently under review by the MGB Central Office because of the amendment of the area.

EP-02-10-XI

Based on the List of Mining Tenements/Companies in Region XI, EP-02-10-XI is valid and existing. EP-02-10-XI was approved on 29 August 2010. Mr. Guadalupe of the MGB Region XI stated in a teleconference that EP-02-10-XI has been renewed and confirmed that it is valid and existing.

EP-01-06-XI

Based on the Complete List of Existing Exploration Permits as of 31 December 201349, EP-01-06-XI was approved on 18 October 2006 and was to expire on 18 October 2008. However, a Motion of Suspension of Operation Due to Force Majeure ("Motion of Suspension") was filed in the case. During a teleconference query with MGB Region XI, Mr. Guadalupe stated that EP-01-06-XI recently paid the occupation fee due thereon. He also confirmed the filing of the Motion of Suspension for EP-01-06-XI, which has been endorsed to the MGB Central Office.

The validity of EP-01-06-XI will be affected by the decision of the MGB Central Office on the Motion of Suspension.

EP-01-10-XI

Based on the Complete List of Existing Exploration Permits as of 31 December 2013, EP-01-10-XI is valid and existing. EP-01-10-XI was approved on 20 April 2010 and expired on 20 April 2012. The renewal thereof was approved on 27 September 2012 and will expire on 27 September 2014. In a teleconference with MGB Region XI, Mr. Guadalupe confirmed that EP-01-10-XI is valid and existing.

EP-123-XI, EXPA-000188-V, EP-02-10-XI, EP-01-06-XI, EP-01-10-XI were not referred to us and we have not rendered any advice with regard to the foregoing tenements.

45 Available in http://www.mgb.gov.ph/Files/MTMD/Applications/R5\_MTSR\_JAN\_2014.pdf.

Available in http://www.mgb.gov.ph/Files/Permits/Applications/Dec 013 EP 2A pdf

This Report is solely for the purpose of rendering an opinion, subject to the issuance of the corresponding certifications of the relevant government agencies, on the status of the Subject Tenements and is not to be quoted whole or in part, or otherwise referred to in any document without the prior written consent of our firm.

With our best regards.

Very truly yours,

CRUZ MARCELO & TENEFRANCIA

By:

PATRICIA A.O. BUNYE PANCHO G. HALLI

Annexure 3 - Scheme Implementation Deed

Scheme Implementation Deed

RTG Mining Inc. RTG

Sierra Mining Limited Sierra

HARDY.BOWEN

LAWYERSLevel 1, 28 Ord Street, West Perth 6005 PO Box 1364, West Perth WA 6872 Tel + 61 8 9211 3600 Fax + 61 8 9211 3690 Our Ref - MPB:MCN:130470

660748_17.doc

Clause	Page No
8.1	Sierra directors and officers ………………………………………………………………………………………………
8.2	RTG directors and officers
9.	Public announcement
9.1	Announcement of Transaction
9.2	Public announcements
9.3	Required disclosure
10.	Confidentiality
11.	Exclusivity
11.1	No-shop………………………………………………………………………………………………
11.2	No-talk
1.1	No due diligence
11.3	Fiduciary carve out
11.4	Equal access to information
11.5	Notification of approaches
11.6	Response to a Third Party Transaction
11.7	Compliance with law
11.8	Warranty and representation
12.	Reimbursement fees
12.1	Background to Sierra Reimbursement Fee
12.2	Payment of the Sierra Reimbursement Fee
12.3	RTG written demand
12.4	Nature of payment
12.5	Background to RTG Reimbursement Fee
12.6	Payment of the RTG Reimbursement Fee
12.7	Sierra written demand
12.8	Nature of payment
12.9	Compliance with law
12.10	Other claims
13.	Termination
13.1	Termination
13.2	Breach of representations and warranties
13.3	Effect of termination
13.4	Termination
13.5	Terminable in writing
14.	Duty, costs and expenses
141	Stamp duty
14.2	Costs and expenses
15.	GST
16.	General ………………………………………………………………………………………………
16.1	No representation or reliance
16.2	No merger
16.3	Consents
16.4	Notices
16.5	49

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Page No

iii

16.616.716.816.916.1016.1116.1216.13	WaiversVariationAssignmentAcknowledgementNo third party beneficiaryFurther action ………………………………………………………………………………………………Entire AgreementCounterparts
	Schedule 1 - RTG Representations and Warranties
	Schedule 2 - Sierra Representations and WarrantiesSchedule 3 - RTG details
	Schedule 4 - Sierra details
	63
	Annexure 2 - Terms and conditions of New RTG Options
	Annexure 3 – Key terms of the Sale Facility ………………………………………………………………………66

660748_17.doc

Clause

This Scheme Implementation Deed is made this 24th day of February 2014

Parties RTG Mining Inc of Level 2, 338 Barker Road, Subiaco, Western Australia $(RTG)$

and

Sierra Mining Limited ACN 118 060 441 of Level 9, BGC Centre, 28 The Esplanade, Perth, Western Australia (Sierra)

Background

The parties have agreed that RTG will acquire all of the ordinary shares in Sierra by A means of a scheme of arrangement under Part 5.1 of the Corporations Act between Sierra and Scheme Shareholders.
The parties have also agreed that RTG will acquire all of the listed options in Sierra by R means of a creditors' scheme of arrangement under Part 5.1 of the Corporations Act between Sierra and Scheme Optionholders.
C. The parties have agreed to implement the separate schemes of arrangement on the terms of this Deed.

The parties agree as set out in the operative part of this Deed, in consideration of, among other things, the mutual promises contained in this Deed.

$\mathbf{1}$ . Definitions and Interpretation

$1.1$ Definitions

The meanings of the terms used in this Deed are set out below:

AIFRS means the Australian equivalent of International Financial Reporting Standards.

Announcement means the joint public announcements referred to in clause 9.1.

ASIC means the Australian Securities and Investments Commission.

ASIC Regulatory Guides means the various regulatory guides issued by ASIC.

Associate has the meaning set out in section 12 of the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691).

Business Day means a day in Perth that is not a Saturday, Sunday or public holiday and on which banks, ASX and TSX are open for trading.

CDI means CHESS Depositary Interest, being a unit of beneficial ownership in a New RTG Share registered in the name of CDN.

CDN means CHESS Depositary Nominees Pty Limited ACN 071 346 506.

CHESS means the clearing house electronic sub-register system of share transfers operated by ASX Settlement Pty Ltd ACN 008 504 532.

660748 17.doc

Confidentiality Agreement means the confidentiality agreement between RTG and Sierra dated 18 December 2013.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Court means the Federal Court of Australia, Perth Registry, or such other court of competent jurisdiction under the Corporations Act agreed to in writing by RTG and Sierra.

Deed means this document including any schedule or annexure.

Effective means:

$(a)$ when used in relation to the Share Scheme, the coming into effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Share Scheme; and
when used in relation to the Option Scheme, the coming into effect, under $(b)$ section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Option Scheme.

Effective Date means, when used in relation to the Share Scheme or Option Scheme. the date on which the Share Scheme or Option Scheme becomes Effective (as the context requires).

End Date means 31 July 2014.

Excluded Optionholder means any Sierra Optionholder who is a member of the RTG Group or any Sierra Optionholder who holds any Sierra Options on behalf of, or for the benefit of, any member of the RTG Group.

Excluded Shareholder means any Sierra Shareholder who is a member of the RTG Group or any Sierra Shareholder who holds any Sierra Shares on behalf of, or for the benefit of, any member of the RTG Group.

Exclusivity Period means the period from and including the date of this Deed to the earlier of:

$(a)$ the termination of this Deed; and
$(b)$ the End Date.

Fee Trigger Event means if a Third Party Transaction of any kind is announced prior to the End Date and within one year of the date of such announcement and the relevant Third Party or an Associate of that Third Party:

completes a Third Party Transaction of the kind referred to either in paragraph $(a)$ (a), (c) or (d) of the definition of Third Party Transaction; or
(without limiting (a) above) acquires a relevant interest in at least 50% of the $(b)$ Sierra Shares

Financial Advisor means any financial advisor retained by Sierra in relation to the Share Scheme, Option Scheme or a Third Party Transaction from time to time.

660748_17.doc

First Court Date means the first day on which an application made to the Court for an order under section 411(4)(a) of the Corporations Act convening the Share Scheme Meeting or Option Scheme Meeting (as the context requires) is heard.

Government Agency means any foreign or Australian government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity, or any minister of the Crown in right of the Commonwealth of Australia or any other federal, state, provincial, local or other government (foreign or Australian).

IFRS means the International Financial Reporting Standards.

Implementation Date means the fifth Business Day after the Record Date, or such other day as the parties agree.

Independent Expert means the independent expert in respect of the Share Scheme and Option Scheme appointed by Sierra.

Independent Expert's Report means the report to be issued by the Independent Expert in connection with the Share Scheme and Option Scheme.

Ineligible Foreign Optionholder means a Sierra Optionholder whose address shown in the Sierra Option Register is a place outside Australia and its external territories, New Zealand or Canada unless RTG determines that it is lawful and not unduly onerous or impracticable to issue that Scheme Optionholder with New RTG Shares and New RTG Options when the Option Scheme becomes Effective.

Ineligible Foreign Shareholder means a Scheme Shareholder whose address shown in the Sierra Share Register is a place outside Australia and its external territories, New Zealand or Canada unless RTG determines that it is lawful and not unduly onerous or impracticable to issue that Scheme Shareholder with New RTG Shares and New RTG Options when the Share Scheme becomes Effective.

Listing Rules means the official listing rules of ASX.

New RTG Option means a right to acquire one unissued RTG Share, with an exercise price of C$0.15 and an expiry date 3 years after the date of issue, to be issued to:

Scheme Shareholders under the Share Scheme; and $(a)$
$(b)$ Scheme Optionholders under the Option Scheme.

on the terms and conditions in Annexure 2.

New RTG Share means a share in the capital of RTG to be issued to:

Scheme Shareholders under the Share Scheme; $(a)$
Scheme Optionholders under the Option Scheme; and $(b)$
$(c)$ holders of Unlisted Sierra Options in accordance with the agreement referred to in clause $3.1(k)$ .

Mkushi Project means the Mkushi copper mineral exploration, development and mining project, located approximately 60km from Kapiri Mposhi, Zambia, together with all associated infrastructure.

660748 17.doc

Option Deed Poll means a deed poll, the form which is to be agreed between RTG and Sierra, under which RTG covenants in favour of the Scheme Optionholders to perform its obligations under the Option Scheme.

Option Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act between Sierra and the Scheme Optionholders, the form of which is to be agreed between RTG and Sierra, under which the Scheme Optionholders will receive the Option Scheme Consideration, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by RTG and Sierra.

Option Scheme Consideration means the consideration to be provided by RTG to each Scheme Optionholder for the transfer to RTG of the each Scheme Option, as determined in accordance with clause 4.2.

Option Scheme Meeting means the meeting of Sierra Optionholders (other than Excluded Optionholders) ordered by the Court to be convened under section 411(1) of the Corporations Act.

Philippines Tenement means an exploration permit, mining permit or production sharing licence or an application for any of them held by a member of the Sierra Group in the Philippines.

RG60 means Regulatory Guide 60 issued by ASIC relating to schemes of arrangement and the application of section 411(17) of the Corporations Act.

Record Date means 5:00pm on the fifth Business Day after the Effective Date.

Regulatory Approval means an approval set out in clause 3.1(a).

Regulator's Draft means the draft of the Scheme Booklet in a form which is provided to ASIC for approval pursuant to section 411(2) of the Corporations Act.

Related Bodies Corporate has the meaning set out in the Corporations Act.

Representative means:

in respect of a party or its subsidiaries, each director, officer, employee, $(a)$ advisor, agent or representative of that party or Related Body Corporate; and
in respect of a Financial Advisor, each director, officer, employee or contractor $(b)$ of that Financial Advisor.

RTG means RTG Mining Inc.

RTG Board means the RTG board of directors.

RTG Circular means the RTG notice of meeting and management information circular despatched to RTG Shareholders containing the RTG Resolutions.

RTG Debt Facility means a debt facility provided by RTG to Sierra for the Working Capital Placement allowed under this Deed.

RTG Diligence Materials means the information provided by RTG to Sierra in the course of Sierra's due diligence investigations of the RTG Group which is contained on the compact disc titled "RTG Diligence Materials - 21 February 2014".

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RTG Disclosure Letter means a letter identified as such provided by RTG to Sierra and countersigned by Sierra prior to entry into this Deed.

RTG Group means RTG and each of its subsidiaries and a reference to a 'RTG Group Member' or a 'member of the RTG Group' is to RTG or any of its subsidiaries.

RTG Indemnified Parties means RTG, its subsidiaries, and all of their respective directors, officers and employees.

RTG Information means:

in relation to the Scheme Booklet, information regarding the RTG Group and $(a)$ the merged RTG-Sierra entity following implementation of the Share Scheme and the Option Scheme which is provided by RTG to Sierra in writing for inclusion in the Scheme Booklet and excludes:
- information regarding the Sierra Group contained in or used in the $(1)$ preparation of information regarding the merged RTG-Sierra entity following implementation of the Share Scheme and the Option Scheme: and
- $(i)$ the Sierra Information; and
$(b)$ in relation to the RTG Circular, information in the RTG Circular other than:
- information regarding the Sierra Group contained in or used in the $(i)$ preparation of information regarding the merged RTG-Sierra entity following implementation of the Share Scheme and the Option Scheme:
- $(ii)$ the Sierra Information included in the RTG Circular: and
- the RTG Technical Report. $(iii)$

RTG Insolvency Event means:

a material member of the RTG Group resolving that it be wound up or the $(a)$ making of an application or order for the winding up or dissolution of that member other than where the application or order (as the case may be) is set aside within 14 days:
$(b)$ a liquidator or provisional liquidator of a material member of the RTG Group being appointed;
a court making an order for the winding up of a material member of the RTG $(c)$ Group:
$(d)$ an administrator of a material member of the RTG Group being appointed under the Corporations Act;
a material member of the RTG Group is or becomes unable to pay its debts $(e)$ when they fall due within the meaning of the Corporations Act or is otherwise presumed to be insolvent under the Corporations Act unless that member has, or has access to, committed financial support from its parent entity such that it is able to pay its debts;
a material member of the RTG Group executing a deed of company $(f)$ arrangement;

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a receiver, or a receiver and manager, being appointed in relation to the $(q)$ whole, or a substantial part, of the property of a material member of the RTG Group; or
$(h)$ an event analogous to any of the foregoing in any jurisdiction outside of Australia.

RTG Meeting means the meeting of RTG Shareholders convened to approve the RTG Resolutions.

RTG Prescribed Occurrence means other than:

as required by this Deed, the Share Scheme, Share Scheme Deed Poll, the $(a)$ Option Scheme or the Option Scheme Deed Poll;
$(b)$ the RTG Share Consolidation:
any changes to the RTG memorandum of association and articles of $(c)$ incorporation required to facilitate the listing of RTG on ASX;
any action, agreement or arrangement by a member of the RTG Group in $(d)$ relation to the proceedings initiated by Westchester Resources Limited against the RTG Group in Ghana;
$(e)$ any action, agreement or arrangement relating to the sale of the Segilola Project by a member of the RTG Group provided that no action or variation will result in the aggregate consideration to be received being less than the consideration under the Share Sale and Purchase Agreement (undated), a copy of which is included in the RTG Disclosure Materials:
$(f)$ any action, agreement of arrangement relating to the sale of the Mkushi Project by a member of the RTG Group for consideration of not less than the aggregate consideration under the Share Sale Agreement for Seringa Mining Ltd dated 26 August 2013, a copy of which is included in the RTG Disclosure Materials:
an issue of RTG Shares permitted under the RTG Loan Funded Employee $(g)$ Share Plan;
an issue of RTG Shares to Haywood Securities Inc under an engagement $(h)$ letter dated 12 February 2014, a copy of which is contained in the RTG Disclosure Materials; and
$(i)$ other matters as agreed to in writing by Sierra,

the occurrence of any of the following between the date of this Deed and 8:00am on the Second Court Date:

$($ i RTG converting all or any of its shares into a larger or smaller number of shares:
any member of the RTG Group (other than a direct or indirect wholly owned $(k)$ subsidiary of RTG) resolving to reduce its share capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares;
any member of the RTG Group (other than a direct or indirect wholly owned $(1)$ subsidiary of RTG):

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$(i)$ entering into a buy-back agreement; or
$(ii)$ resolving to approve the terms of a buy-back agreement;
$(m)$ any member of the RTG Group declaring, paying or distributing any dividend, bonus or other share of its profits or assets or returning or agreeing to return any capital to its shareholders (other than a direct or indirect wholly owned subsidiary of RTG declaring, paying or distributing any dividend, bonus or other share of its profits or assets or returning or agreeing to return any capital to RTG or to another direct or indirect wholly owned subsidiary of RTG);
a member of the RTG Group issuing securities, including without limitation $(n)$ shares, or granting an option over its shares, or agreeing to make such an issue or grant such an option (other than to RTG or to a direct or indirect wholly owned subsidiary of RTG), including pursuant to a dividend reinvestment or other share plan:
$(o)$ a member of the RTG Group issuing or agreeing to issue securities convertible into shares, including pursuant to a dividend reinvestment or other share plan;
RTG making any change to its restated articles of incorporation and bylaws $(p)$ without the consent of Sierra (such consent not to be unreasonably withheld or delayed);
a material member of the RTG Group disposing, or agreeing to dispose, of the $(a)$ whole, or a substantial part, of its business or property;
$(r)$ a member of the RTG Group charging or agreeing to charge any material asset:
$(s)$ a member of the RTG Group entering, varying or terminating any material contract, joint venture, partnership or other commitment involving an amount in excess of A$50,000 or any material documents required for completion under a material contract is destroyed due to the expiry of a deadline in relation to the material contract and as a consequence there is a material adverse affect on RTG Group's capacity to complete the transaction under the material contract:
$(t)$ a member of the RTG Group entering into or resolving to enter into a transaction with a related entity of RTG (as defined in the Corporations Act);
$(u)$ a member of the RTG Group settling or compromising of a material dispute;
RTG authorising, committing, announcing or agreeing to take any of the $(v)$ actions referred to in the paragraphs above; or
$(w)$ a RTG Insolvency Event occurs.

RTG Reimbursement Fee means A$150,000.

RTG Representations and Warranties means the representations and warranties of RTG set out in Schedule 1.

RTG Resolutions means the resolutions of RTG Shareholders approving:

the issue of the Share Scheme Consideration under the Share Scheme and $(a)$ the Option Scheme Consideration under the Option Scheme;

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$\overline{z}$

the issue of all New RTG Shares and New RTG Options to holders of Unlisted $(b)$ Sierra Options in accordance with the agreements referred to in clause 3.1(k);
$(c)$ the issue of all Underlying Shares; and
such other resolutions of RTG Shareholders as are required under applicable $(d)$ law or by the TSX to implement the Transaction.

RTG Shares means shares in the capital of RTG.

RTG Shareholder means a holder of RTG Shares.

RTG Share Consolidation means the consolidation of every 10 RTG Shares on issue into 1 consolidated RTG Share, conditional on the Share Scheme becoming Effective.

RTG Technical Report means the report prepared by CSA for inclusion in the RTG Circular.

Sale Agent means a person appointed by RTG to sell the New RTG Shares and New RTG Options that are attributable to:

Ineligible Foreign Shareholders; $(a)$
Ineligible Foreign Optionholders; and $(b)$
$(c)$ Small Shareholders or Small Optionholders who do not elect to retain the New RTG Shares and New RTG Options issued under the terms of the Share Scheme or Option Scheme.

Sale Facility means the sale facility referred to in clause 5.2(t).

Scheme Booklet means the information to be approved by the Court and despatched to the Sierra Shareholders (other than Excluded Shareholders) and Sierra Optionholders (other than Excluded Optionholders) and which must include the Share Scheme and Option Scheme, an explanatory statement complying with the requirements of the Corporations Act, the Corporations Regulations, RG60, an independent expert's report, notices of meeting and proxy form.

Scheme Option means a Sierra Option held by a Scheme Optionholder at 5:00pm on the Record Date.

Scheme Optionholder means a holder of Sierra Options (other than Excluded Optionholders) recorded in the Sierra Option Register as at the Record Date.

Scheme Share means a Sierra Share held by a Scheme Shareholder at 5:00pm on the Record Date.

Scheme Shareholder means a holder of Sierra Shares (other than Excluded Shareholders) recorded in the Sierra Share Register as at the Record Date.

Second Court Date means the first day on which an application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Share Scheme or Option Scheme (as the context requires) is heard.

SEDAR means the System for Electronic Document Analysis and Retrieval of the securities regulatory authorities in Canada.

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Segilola Project means the Segilola gold mineral exploration, development and mining project, located near the village of Iperindo-Odo Ijesha, near the city of Ilesha in Osun State, Nigeria, together with all associated infrastructure.

Share Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act between Sierra and the Scheme Shareholders, the form of which is to be agreed between RTG and Sierra, under which Scheme Shareholders will receive the Share Scheme Consideration, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by RTG and Sierra.

Share Scheme Consideration means the consideration to be provided by RTG to each Scheme Shareholder for the transfer to RTG of each Scheme Share, as determined in accordance with clause 4.1.

Share Scheme Deed Poll means a deed poll, the form of which is to be agreed between RTG and Sierra, under which RTG covenants in favour of the Scheme Shareholders to perform its obligations under the Share Scheme.

Share Scheme Meeting means the meeting of Sierra Shareholders (other than Excluded Shareholders) ordered by the Court to be convened under section 411(1) of the Corporations Act.

Sierra means Sierra Mining Limited ACN 118 060 441.

Sierra Board means the Sierra board of directors.

Sierra Diligence Materials means the information provided by Sierra to RTG in the course of RTG's due diligence investigation of Sierra which is contained on the compact discs entitled "Sierra Diligence Materials - 21 February 2014 - Part 1" and " Sierra Diligence Materials - 21 February 2014 - Part 2".

Sierra Disclosure Letter means a letter identified as such provided by Sierra to RTG and countersigned by RTG prior to entry into this Deed.

Sierra Group means Sierra and each of its subsidiaries and a reference to a 'Sierra Group Member' or a 'member of the Sierra Group' is to Sierra or any of its subsidiaries and includes Mt Labo Exploration & Development Corporation, St Ignatius Exploration and Mineral Resources Corporation, Bunawan Mining Corporation, Oz Metals Exploration and Development Corporation.

Sierra Indemnified Parties means Sierra, its subsidiaries and all of their respective directors, officers and employees.

Sierra Information means:

in relation to the Scheme Booklet, information in the Scheme Booklet other $(a)$ than the RTG Information, and the Independent Expert's Report included in the Scheme Booklet
$(b)$ in relation to the RTG Circular, information regarding the Sierra Group provided by Sierra to RTG in writing for inclusion in the RTG Circular.

Sierra Insolvency Event means:

a material member of the Sierra Group resolving that it be wound up or the $(a)$ making of an application or order for the winding up or dissolution of that member other than where the application or order (as the case may be) is set aside within 14 days;

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$\ddot{q}$

$(b)$ a liquidator or provisional liquidator of a material member of the Sierra Group being appointed;
$(c)$ a court making an order for the winding up of a material member of the Sierra Group:
$(d)$ an administrator of a material member of the Sierra Group being appointed under the Corporations Act:
$(e)$ a material member of the Sierra Group is or becomes unable to pay its debts when they fall due within the meaning of the Corporations Act or is otherwise presumed to be insolvent under the Corporations Act unless that member has, or has access to, committed financial support from its parent entity such that it is able to pay its debts;
a material member of the Sierra Group executing a deed of company $(f)$ arrangement;
$(g)$ a receiver, or a receiver and manager, being appointed in relation to the whole, or a substantial part, of the property of a member of the Sierra Group; $\alpha$ r
$(h)$ an event analogous to any of the foregoing in any jurisdiction outside of Australia

Sierra Option means an ASX listed option to acquire one unissued Sierra Share.

Sierra Optionholder means each person who is registered as the holder of a Sierra Option.

Sierra Option Register means the register of Sierra Optionholders maintained in accordance with the Corporations Act.

Sierra Prescribed Occurrence other than:

$(a)$ as required by this Deed, the Share Scheme or Option Scheme;
$(b)$ an issue of shares by Sierra to raise working capital in accordance with clause $5.9:$ and
as agreed to in writing by RTG, $(c)$

means the occurrence of any of the following between the date of this Deed and 8:00am on the Second Court Date:

Sierra converting all or any of its shares into a larger or smaller number of $(d)$ shares:
any member of the Sierra Group (other than a direct or indirect wholly owned $(e)$ subsidiary of Sierra) resolving to reduce its share capital in any way or reclassifying, combining, splitting or redeeming or repurchasing directly or indirectly any of its shares;
$(f)$ any member of the Sierra Group (other than a direct or indirect wholly owned subsidiary of Sierra):
- $(i)$ entering into a buy-back agreement; or

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resolving to approve the terms of a buy-back agreement under the $(ii)$ Corporations Act;
any member of the Sierra Group declaring, paying or distributing any dividend, $(g)$ bonus or other share of its profits or assets or returning or agreeing to return any capital to its shareholders (other than a direct or indirect wholly owned subsidiary of Sierra declaring, paying or distributing any dividend, bonus or other share of its profits or assets or returning or agreeing to return any capital to Sierra or to another direct or indirect wholly owned subsidiary of Sierra);
a member of the Sierra Group issuing securities, including without limitation $(h)$ shares, or granting an option over its shares, or agreeing to make such an issue or grant such an option, including pursuant to a dividend reinvestment or other share plan, other than an issue of any shares or other securities:
- by a direct or indirect wholly owned subsidiary of Sierra to Sierra or to $(i)$ another direct or indirect wholly owned subsidiary of Sierra;
- upon exercise of an option referred to in Schedule 4; or $(ii)$
- where RTG consents to in writing (in its absolute discretion), $(iii)$
$(i)$ a material member of the Sierra Group making any change to its constitution;
$\ddot{0}$ a member of the Sierra Group:
- acquiring or disposing of; $(i)$
- $(ii)$ agreeing to acquire or dispose, of; or
- $(iii)$ offering, proposing, announcing a bid or tendering for,

any business, asset entity or undertaking or interest therein having a value of more than A$50,000 or any Philippines Tenement;

a member of the Sierra Group entering, varying or terminating any material $(k)$ contract, joint venture, partnership or other commitment involving expenditure of in excess of A$50,000:
a member of the Sierra Group charging or agreeing to charge any material $(1)$ asset;
$(m)$ a member of the Sierra Group entering into or resolving to enter into a transaction with a related entity of Sierra (as defined in the Corporations Act);
a member of the Sierra Group settling or compromising of a material dispute; $(n)$
$(o)$ Sierra authorising, committing, announcing, or agreeing to take any of the actions referred to in paragraphs above; or
a Sierra Insolvency Event occurs. $(D)$
Sierra Registry means Computershare Investor Services Pty Ltd ACN 078 279 277.

Sierra Reimbursement Fee means A$150,000.

Sierra Representations and Warranties means the representations and warranties of Sierra set out in Schedule 2.

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Sierra Share means a fully paid ordinary share of Sierra.

Sierra Shareholder means each person who is registered as the holder of a Sierra Share

Sierra Share Register means the register of members of Sierra maintained in accordance with the Corporations Act.

Small Shareholder means a Sierra Shareholder who will receive New RTG Shares having a market value on the Record Date of less than A$500 if the Share Scheme becomes Effective.

Small Optionholder means a Sierra Optionholder who will receive New RTG Shares having a market value on the Record Date of less than A$500 if the Option Scheme becomes Effective.

Superior Proposal means a bona fide Third Party Transaction of the kind referred to in either paragraph (a), (c) or (d) of the definition of Third Party Transaction (and not resulting from a breach by Sierra of its obligations under this Deed including, without limitation, clause 11) which the Sierra Board, acting in good faith, and after taking written advice from its legal and Financial Advisors, determines is:

$(a)$ reasonably capable of being valued and completed on a timely basis, taking into account all aspects of the Third Party Transaction and the person making it, including without limitation having regard to legal, regulatory and financial matters and any conditions precedents; and
more favourable to Sierra Shareholders (other than the Excluded $(b)$ Shareholders) than the Share Scheme, taking into account all terms and conditions of the Third Party Transaction.

Takeovers Panel means the Australian Takeovers Panel.

Third Party means a person other than RTG and its Associates.

Third Party Transaction means a transaction or arrangement pursuant to which a Third Party will, if the transaction or arrangement is entered into or completed:

acquire (whether directly or indirectly) or become the holder of, or otherwise $(a)$ acquire, have a right to acquire or have an economic interest in all or a substantial part of the business of the Sierra Group;
$(b)$ acquire (whether directly or indirectly), under that transaction or arrangement, the power to exercise, or control the exercise of, the right to vote attached to 10% or more of the Sierra Shares;
acquire control (as determined in accordance with section 50AA of the $(c)$ Corporations Act) of Sierra;
$(d)$ otherwise acquire or merge with Sierra; or
enter into any agreement, arrangement or understanding requiring Sierra to $(e)$ abandon, or otherwise fail to proceed with, the Transaction,

whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction or buy back, sale or purchase of shares or assets, joint venture, dual-listed company structure (or other synthetic merger), or other transaction or arrangement.

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Timetable means the indicative timetable for the implementation of the Transaction set out in Annexure 1.

Transaction means the acquisition of Sierra by RTG through implementation of the Share Scheme and Option Scheme in accordance with the terms of this Deed.

TSX means the Toronto Stock Exchange.

TSX Company Manual means the TSX Company Manual, as amended from time to time.

Underlying Shares means the RTG Shares issuable upon the exercise of the New RTG Options in accordance with the terms and conditions thereof.

Unlisted Sierra Options means the unlisted options to acquire one unissued Sierra Share on issue at the date of this Deed

Working Capital Placement means Sierra's ability to issue Sierra Shares to raise a maximum of $1,000,000 before the Share Scheme Meeting, in accordance with clause 5.9.

$1.2$ Interpretation

In this Deed, headings are for convenience only and do not affect interpretation and, unless the context requires otherwise:

words importing the singular include the plural and vice versa; $(a)$
words importing a gender include any gender; $(b)$
other parts of speech and grammatical forms of a word or phrase defined in $(c)$ this Deed have a corresponding meaning;
a reference to a person includes an individual, the estate of an individual, a $(d)$ corporation, an authority, an association or a joint venture, a partnership, a trust and any Government Agency;
a reference to a clause, party, attachment, exhibit or schedule is a reference $(e)$ to a clause of, and a party, attachment, exhibit and schedule to this Deed, and a reference to this Deed includes any attachment, exhibit and schedule;
a reference to a statute, regulation, proclamation, ordinance or by law includes $(f)$ all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it, whether passed by the same or another Government Agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute:
a reference to any document (including this Deed) is to that document as $(a)$ varied, novated, ratified or replaced from time to time;
$(h)$ the word 'includes' in any form is not a word of limitation;
a reference to'$', 'A$' or 'dollar' is to the lawful currency of Australia; $(i)$
a reference to 'C$' is to the lawful currency of Canada: $(i)$
a reference to 'US$' is to the lawful currency of the United States of America; $(k)$

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$(1)$ a reference to any time is to the time in Perth, Australia;
$(m)$ a term defined in or for the purposes of the Corporations Act has the same meaning when used in this Deed;
a reference to a "material member" of either the RTG Group or the Sierra $(n)$ Group is to a member of the respective group that is material in the context of RTG and its subsidiaries taken as a whole, or Sierra and its subsidiaries taken as a whole, as the case may be; and
a reference to the Listing Rules includes any variation, consolidation or $(0)$ replacement of these rules and is to be taken to be subject to any waiver or exemption granted to the compliance of those rules by a party.

$1.3$ Business Dav

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

$1.4$ Contra proferentem excluded

No term or condition of this Deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Deed or a provision of ĩt.

2. Agreement to proceed with the Transaction

Sierra agrees to propose the Share Scheme and Option Scheme on and subject to the terms of this Deed.

RTG agrees to assist Sierra to propose the Share Scheme and Option Scheme on and subject to the terms of this Deed.

$3.$ Conditions precedent and pre-implementation steps

$3.1$ Conditions precedent to Share Scheme

Subject to this clause 3, the Share Scheme will not become Effective, and the obligations of RTG in relation to the Share Scheme under clause 4.1(c) are not binding, until each of the following conditions precedent is satisfied or waived to the extent and in the manner set out in clause 3.4.

Regulatory Approvals: before 5:00pm on the Business Day before the $(a)$ Second Court Date:
- $(i)$ ASIC: ASIC issues or provides such consents, approvals, modifications or exemptions or does such other acts which the parties agree are reasonably necessary or desirable to implement the Share Scheme;
- $(ii)$ ASX: ASX issues or provides such consents, approvals, waivers or does such other acts which the parties agree are reasonably necessary to implement the Share Scheme; and
- $(iii)$ TSX: TSX:

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$(A)$ conditionally approves the listing of the New RTG Shares and New RTG Options to be issued pursuant to the Share Scheme and the Underlying Shares, subject only to the satisfaction by RTG of customary listing conditions of TSX and if required by the TSX Company Manual and the approval of RTG Shareholders to the issuance of such securities as part of the Share Scheme; and
$(B)$ conditionally approves the listing of all RTG Shares to be issued to holders of Unlisted Sierra Options in accordance with the agreements referred to in clause 3.1(k) and the Underlying Shares, subject only to the satisfaction by RTG of customary listing conditions of TSX and if required by the TSX Company Manual, the approval of RTG Shareholders to the issuance of such securities.

(together Regulatory Approvals).

Independent Expert's recommendation: the Independent Expert provides a $(b)$ report to Sierra which concludes that the Share Scheme is in the best interests of Scheme Shareholders.
RTG ASX listing approvals: ASX giving in principle approval for admission of $(c)$ RTG to the official list of ASX and official quotation of CDIs in respect of RTG Shares on conditions reasonably acceptable to RTG.
$(d)$ Sierra Shareholder approval: Sierra Shareholders (other than Excluded Shareholders) agree to the Share Scheme at the Share Scheme Meeting by the requisite majorities under the Corporations Act.
$(e)$ RTG Shareholder approval: RTG Shareholders approve the RTG Resolutions (other than those which relate to the Option Scheme) at the RTG Meeting as required by the TSX Company Manual and any applicable laws.
Court approval: the Court approves the Share Scheme in accordance with $(f)$ section 411(4)(b) of the Corporations Act.
$(g)$ No restraints: no temporary restraining order, preliminary or permanent injunction or other order issued by, or other material legal restraint or prohibition imposed by, any court of competent jurisdiction or Government Agency preventing the Share Scheme is in effect at 8:00am on the Second Court Date.
$(h)$ No material Sierra changes: between the date of this Deed and 8:00am on the Second Court Date:
- no Sierra Prescribed Occurrence occurs between the date of this $\omega$ Deed and 8:00am on the Second Court Date; and
- the representations and warranties of Sierra set out in this Deed are $(ii)$ true and correct in all material respects as at the date of this Deed and as at 8:00am on the Second Court Date.
No Material RTG changes: between the date of this Deed and 8:00am on the $(i)$ Second Court Date:
- no RTG Prescribed Occurrence occurs between the date of this Deed $\omega$ and 8:00am on the Second Court Date; and

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the representations and warranties of RTG set out in this Deed are $(ii)$ true and correct in all material respects as at the date of this Deed and as at 8:00am on the Second Court Date.
Option Scheme approved: the condition contained in clause 3.2(d) has been $(i)$ satisfied and RTG is satisfied (acting reasonably) that the Option Scheme will become Effective on the date the Share Scheme becomes Effective.
Unlisted Sierra Options acquired: binding agreements for the acquisition of $(k)$ all Unlisted Sierra Options by RTG conditional only on the Share Scheme becoming Effective have been entered on or before the First Court Date.

$3.2$ Conditions precedent to Option Scheme

Subject to this clause 3, the Option Scheme will not become Effective, and the obligations of RTG under clause 4.2(c) in relation to the Option Scheme are not binding, until each of the following conditions precedent is satisfied or waived to the extent and in the manner set out in clause 3.4.

$(a)$ Share Scheme becomes Effective: the conditions precedent in clause 3.1 have been satisfied or waived.
Regulatory Approvals: before 5:00pm on the Business Day before the $(b)$ Second Court Date:
- ASIC: ASIC issues or provides such consents, approvals, $(i)$ modifications or exemptions or does such other acts which the parties agree are reasonably necessary or desirable to implement the Option Scheme:
- ASX: ASX issues or provides such consents or approvals or does $(ii)$ such other acts which the parties agree are reasonably necessary to implement the Option Scheme; and
- $(iii)$ TSX: TSX conditionally approves the listing of the New RTG Shares and New RTG Options to be issued pursuant to the Option Scheme and the Underlying Shares, subject only to the satisfaction by RTG of customary listing conditions of TSX and if required by the TSX Company Manual, the approval of RTG Shareholders to the issuance of such securities as part of the Option Scheme.
$(c)$ Independent Expert's recommendation: the Independent Expert provides a report to Sierra which concludes that the Option Scheme is in the best interests of Sierra Optionholders.
$(d)$ Sierra Optionholder approval: Sierra Optionholders agree to the Option Scheme at the Option Scheme Meeting by the requisite majorities under the Corporations Act.
RTG Shareholder approval: RTG Shareholders approve the RTG $(e)$ Resolutions at the RTG Meeting as required by the TSX Company Manual and any applicable laws.
$(f)$ Court approval of the Option Scheme: the Court approves the Option Scheme in accordance with section 411(4)(b) of the Corporations Act.
No restraints: no temporary restraining order, preliminary or permanent $(g)$ injunction or other order issued by, or other material legal restraint or

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prohibition imposed by, any court of competent jurisdiction or Government Agency preventing the Option Scheme is in effect at 8:00am on the Second Court Date.

$3.3$ Reasonable endeavours to satisfy conditions

Sierra must use its reasonable endeavours to procure that the condition $(a)$ precedent in clause 3.1(h) (no material Sierra changes) is satisfied.
RTG must use its reasonable endeavours to procure that the condition $(b)$ precedent in clause 3.1(i) (no material RTG changes) is satisfied.
$(c)$ Each party must use its reasonable endeavours to procure that:
- the conditions precedent in clause 3.1 (other than clause 3.1(h) (no $(1)$ material Sierra change) and clause 3.1(i) (no material RTG change) are satisfied;
- $(ii)$ the conditions precedent in clause 3.2 are satisfied; and
- there is no occurrence within the control of Sierra or RTG (as the $(iii)$ context requires) that would prevent the conditions precedent in clauses 3.1 or 3.2 being satisfied.
$(d)$ Without limiting this clause 3.3, each party must:
- promptly apply for all relevant Regulatory Approvals (as applicable) $($ i) and provide to the other a copy of all those applications;
- $(ii)$ take all steps it is responsible for as part of the Regulatory Approval process, including responding to requests for information at the earliest practicable time:
- $(iii)$ provide the other party with all information reasonably requested in connection with the applications for Regulatory Approvals; and
- $(iv)$ consult with the other in advance in relation to the progress of obtaining Regulatory Approvals.

$3.4$ Waiver of conditions precedent

The conditions precedent in clauses: $(a)$
- $(i)$ 3.1(a)(iii) and 3.2(b)(iii) (TSX Regulatory Approvals);
- $(ii)$ 3.1(d) and 3.2(d) (Sierra Shareholder and Optionholder approval);
- 3.1(e) and 3.2(e) (RTG Shareholder approval): $(iii)$
- 3.1(d) and 3.2(f) (Court approval); $(iv)$
- $(v)$ $3.1(g)$ and $3.2(g)$ (restraints); and
- $(vi)$ 3.2(a) (Share Scheme becomes Effective),

cannot be waived.

$(b)$ The conditions precedent in clauses:

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3.1(a) (other than 3.1(a)(iii)) and 3.2(b) (other than 3.2(b)(iii)) $(i)$ (Regulatory Approvals other than TSX);
$(ii)$ 3.1(c) (RTG ASX listing approvals); and
$(iii)$ 3.1(b) and 3.2(c) (Independent Expert's recommendation),

are for the benefit of both parties, and may only be waived with the written consent of each of the parties.

$(c)$ The condition precedent in clauses:
- $(i)$ 3.1(h) (no material Sierra changes);
- 3.1(j) (Option Scheme approved); and $(ii)$
- $(iii)$ 3.1(k) (Unlisted Sierra Options acquired),

are for the sole benefit of RTG and may only be waived by RTG (in its absolute discretion) in writing.

$(d)$ The condition precedent in clause 3.1(i) (no material RTG changes), is for the sole benefit of Sierra and may only be waived by Sierra (in its absolute discretion) in writing.
$(e)$ Waiver of a breach or non-fulfilment in respect of one condition precedent does not:
- $(i)$ constitute a waiver of breach or non-fulfilment of any other condition precedent resulting from the same event;
- constitute a waiver of breach or non-fulfilment of that condition $(ii)$ precedent resulting from any other event; or
- $(iii)$ prevent the party waiving the condition from suing the other party for any breach of this Deed that resulted in the breach or non-fulfilment of the condition precedent.

$3.5$ Negotiation on failure of condition precedent

$(a)$ If any event occurs which would prevent any of the conditions precedent in clauses 3.1 or 3.2 being satisfied, or there is an occurrence that will prevent the conditions precedent being satisfied by the time and date specified in this Deed for its satisfaction or the Share Scheme has not become Effective by the End Date, the parties must consult in good faith to:
- consider and if agreed determine whether the Transaction may $(i)$ proceed by way of alternative means or methods;
- consider and if agreed change the date of the application made to the $(ii)$ Court for an order under section 411(4)(b) of the Corporations Act approving the Share Scheme or adjourning that application (as applicable) to another date agreed to in writing by RTG and Sierra (being a date no later than 5 Business Days before the End Date); or
- $(iii)$ consider and if agreed extend the relevant date or End Date.

$(b)$ If the conditions in clauses 3.1(d) or 3.2(f) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Share Scheme Meeting or Option Scheme Meeting (as applicable) require the approval of the Court to be sought, pursuant to the Court's discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable.

If the Court refuses to make an order approving the Share Scheme or Option $(c)$ Scheme (as applicable) satisfying clauses 3.1(d) or 3.2(f), at RTG's request Sierra must appeal the Court's decision to the fullest extent possible (except to the extent that the parties agree otherwise, or an independent senior counsel indicates that, in his or her view, an appeal would have negligible prospects of success before the End Date). Sierra may bring an appeal even if not requested by RTG. If any such appeal is undertaken at the request of RTG. RTG will bear Sierra's reasonable costs of the appeal (including costs of the independent senior counsel) unless the parties otherwise agree. If any such appeal is undertaken by Sierra, without the prior request from RTG, Sierra will bear RTG's reasonable costs of the appeal unless the parties otherwise agree.

$3.6$ Certain notices

$(a)$ Sierra and RTG (as the case may be) must promptly advise each other, in writing, of satisfaction of a condition precedent.
$(b)$ If a condition precedent is not satisfied by the time and date specified, the parties agree that (unless there is no reasonable prospect that the condition precedent will be satisfied before the End Date) an application will be made to defer the Second Court Date until such time (not later than the Business Day before the End Date) as reasonably required to enable the relevant condition precedent to be satisfied.
If, before the time and date specified for satisfaction of a condition precedent, $(c)$ an event that will prevent that condition precedent being satisfied occurs, the party with knowledge of that event must immediately give the other party written notice of that event.
$(d)$ Sierra and RTG (as the case may be) must promptly advise each other in writing of any change or event causing, or which, so far as can reasonably be foreseen, would cause:
- a representation or warranty provided in this Deed by the relevant $(i)$ party to be false;
- $(ii)$ a breach or non-fulfilment of any of the conditions precedent; or
- $(iii)$ a material breach of this Deed by the relevant party.

4 Transaction steps

$4.1$ Share Scheme

Sierra must propose a scheme of arrangement under which all of the Scheme $(a)$ Shares will be transferred to RTG and the Scheme Shareholders will be entitled to receive the Share Scheme Consideration.

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(b)	Sierra must not consent to any modification of, or amendment to, or the
	making or imposition by the Court of any condition in respect of, the Share
	Scheme without the prior written consent of RTG.

RTG undertakes and warrants to Sierra that in consideration for the transfer to $(c)$ RTG of each Sierra Share held by a Scheme Shareholder under the terms of the Share Scheme, on the Implementation Date, RTG will:
- accept that transfer; and $(i)$
- provide to each Scheme Shareholder the Share Scheme $(ii)$ Consideration, being three New RTG Shares in the form of CDIs for every one Scheme Share held and one New RTG Option for every three Scheme Shares held, in accordance with the terms of this Deed and the Share Scheme.
$(d)$ subject to clauses 4.3, 4.5 and 4.7 and in accordance with the terms of this Deed and the Share Scheme.

$4.2$ Option Scheme

Sierra must propose a creditors' scheme of arrangement between itself and $(a)$ each Scheme Optionholder under which all outstanding Scheme Options will be transferred to RTG and each Sierra Optionholder will be entitled to receive the Option Scheme Consideration.
Sierra must not consent to any modification of, or amendment to, or the $(b)$ making or imposition by the Court of any condition in respect of, the Option Scheme without the prior written consent of RTG.
RTG undertakes and warrants to Sierra that in consideration for the transfer to $(c)$ RTG of each Sierra Option held by a Scheme Optionholder under the terms of the Option Scheme, on the Implementation Date, RTG will:
- $(i)$ accept the transfer; and
- $(ii)$ provide to each Scheme Optionholder the Option Scheme Consideration, being two New RTG Shares in the form of CDIs for every one Scheme Option held and two New RTG Options for every nine Scheme Options held.

subject to clauses 4.3, 4.5 and 4.7 and in accordance with the terms of this Deed and the Option Scheme.

4.3 Fractional entitlements

Where the calculation of the number of New RTG Shares or New RTG Options to be issued to a particular Scheme Shareholder or Scheme Optionholder would result in the issue of a fraction of a New RTG Share or New RTG Option, the fractional entitlement will be rounded up or down to the nearest whole number of New RTG Shares or New RTG Options (as the case may be), and an entitlement to half of a New RTG Share or New RTG Option will be rounded down.

$4.4$ Election not to receive CDIs

A Scheme Shareholder or Scheme Optionholder (other than an Ineligible Foreign Shareholder or an Ineligible Foreign Optionholder) will be entitled to elect to receive its

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entitlement to New RTG Shares as part of the Share Scheme Consideration or Option Scheme Consideration in the form of New RTG Shares instead of in the form of CDIs.

4.5 Ineligible Foreign Shareholders and Optionholders

RTG has no obligation to allot or issue New RTG Shares, New RTG Options or CDIs to an Ineligible Foreign Shareholder under the Share Scheme or to an Ineligible Foreign Optionholder under the Option Scheme and, instead, must procure that New RTG Shares and New RTG Options are issued to the Sale Agent for the account of the Ineligible Foreign Shareholder or Ineligible Foreign Optionholder and are dealt with in accordance with the Share Scheme or Option Scheme (as the case may be). Any New RTG Shares or New RTG Options to be sold under the Sale Facility will be issued for the account of and will be held by the Sale Agent as nominee in trust for the Scheme Shareholder or Scheme Optionholder (as the case may be) who are the beneficial owners thereof.

4.6 Small Shareholders and Small Optionholders

Unless they elect otherwise, RTG will procure that New RTG Shares and New RTG Options are issued to the Sale Agent for the account of the Small Shareholders and Small Optionholders and are dealt with in accordance with the terms of the Sale Facility. Any New RTG Shares or New RTG Options to be sold under the Sale Facility will be issued for the account of and will be held by the Sale Agent as nominee in trust for the Small Shareholders and Small Optionholders who is the beneficial owner thereof.

4.7 Adjustment for RTG Share Consolidation

The parties acknowledge that it is intended the RTG Share Consolidation will $(a)$ become effective before the issue of the Share Scheme Consideration and the Option Scheme Consideration.
$(b)$ Subject to all necessary consents and approvals for the RTG Share Consolidation being obtained before the Effective Date for the Share Scheme:
- $(i)$ the Share Scheme Consideration will comprise:
  - $(A)$ three New RTG Shares (on a consolidated basis) for every ten Scheme Shares held; and
  - one New RTG Option (on a consolidated basis) for every 30 $(B)$ Scheme Share held,
- the Option Scheme Consolidation will comprise: $(ii)$
  - $(A)$ two New RTG Shares (on a consolidated basis) for every ten Scheme Options held; and
  - two New RTG Options (on a consolidated basis) for every 90 $(B)$ Scheme Options held.
$(c)$ The RTG Share Consolidation will not otherwise affect the operation of the Share Scheme or Option Scheme (including without limitation, provisions relating to Fractional Entitlements, Small Shareholders, Small Optionholders and Ineligible Foreign Holders).

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$(d)$ The New RTG Options issued on a consolidated basis will have an exercise price of C$1.50.

4.8 Shares to rank equally

RTG covenants in favour of Sierra (in its own right and on behalf of the Scheme Shareholders and Scheme Optionholders) that:

the New RTG Shares will rank equally in all respects with all existing RTG $(a)$ Shares from the date of issue:
$(b)$ on issue each New RTG Share will be fully paid and free from any mortgage, charge, lien, encumbrance or other security interest; and
the Underlying Shares will, when issued, be fully paid and free of all security $(c)$ interests and third party rights and will, from the date of issue, rank equally with all other RTG Shares then on issue.

5. Implementation

$5.1$ Sierra's obligations

Sierra must take all necessary steps to implement the Share Scheme and Option Scheme as soon as is reasonably practicable and without limiting the foregoing use reasonable endeavours to ensure that each step in the Timetable is met by the relevant date set out beside that step (and must consult with RTG on a regular basis about its progress in that regard), including doing any acts it is authorised and able to do, on behalf of Sierra Shareholders or Sierra Optionholders, and including each of the following:

Sierra directors' recommendation for Announcement: include a statement $(a)$ in the Announcement that the Sierra Board:
- unanimously considers that the Share Scheme is in the best interests $(i)$ of Sierra Shareholders:
- unanimously recommends that Sierra Shareholders vote in favour of $(ii)$ the Share Scheme and approve the Share Scheme;
- each member of the Sierra Board will vote (or will procure the voting $(iii)$ of) all Sierra Shares held or controlled by or on their behalf in favour of the Share Scheme;
- $(iv)$ unanimously considers that the Option Scheme is in the best interests of Sierra Optionholders;
- unanimously recommends Sierra Optionholders vote in favour of the $(v)$ Option Scheme and approve the Option Scheme; and
- each member of the Sierra Board will vote (or will procure the voting $(vi)$ of) all Sierra Options held or controlled by or on their behalf in favour of the Option Scheme,

subject to there being no Superior Proposal and in respect of:

$(vii)$ the Share Scheme, subject to the Independent Expert concluding that the Share Scheme is in the best interests of Sierra Shareholders (other than Excluded Shareholders); and
(viii) the Option Scheme, subject to the Independent Expert concluding that the Option Scheme is in the best interests of Sierra Optionholders (other than Excluded Optionholders);
preparation of Scheme Booklet: prepare and despatch the Scheme Booklet $(b)$ in accordance with all applicable laws and in particular with the Corporations Act, the Corporations Regulations, RG60 and the Listing Rules;
$(c)$ consultation with RTG in relation to Scheme Booklet: consult with RTG as to the content and presentation of the Scheme Booklet including:
- providing to RTG drafts of the Scheme Booklet and the Independent $(i)$ Expert's Report for the purpose of enabling RTG to review and comment on those draft documents. In relation to the Independent Expert's Report, RTG's review is to be limited to a factual accuracy review:
- taking all comments made by RTG into account in good faith when $(ii)$ producing a revised draft of the Scheme Booklet;
- providing to RTG a revised draft of the Scheme Booklet within a $(iii)$ reasonable time before the Regulator's Draft is finalised and to enable RTG to review the Regulator's Draft before the date of its submission; and
- obtaining written approval from RTG for the form and content in which $(iv)$ the RTG Information appears in the Scheme Booklet;
$(d)$ accuracy of Sierra Information: confirming to RTG that Sierra has reasonable grounds to believe, and does believe, that the Sierra Information in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement:
directors' recommendation in Scheme Booklet: include in the Scheme $(e)$ Booklet a statement by the Sierra Board:
- $(i)$ unanimously recommending that Sierra Shareholders (other than Excluded Shareholders) vote in favour of the Share Scheme;
- that each Sierra Board member will vote, or procure the voting of any $(ii)$ Sierra Shares held or controlled by or on his behalf at the date of this Deed in favour of the Share Scheme at the Share Scheme Meeting:
- $(iii)$ unanimously recommending that Sierra Optionholders (other than Excluded Optionholders) vote in favour of the Option Scheme; and
- that each Sierra Board member will vote, or procure the voting of any $(iv)$ Sierra Options held or controlled by or on his behalf at the date of this Deed in favour of the Option Scheme at the Option Scheme Meeting.

in the absence of a Superior Proposal or unless there has been a change of recommendation permitted by clause 5.5:

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(f)	update Scheme Booklet: promptly update the Scheme Booklet with anyinformation that arises after the Scheme Booklet has been dispatched anduntil the date of the Share Scheme Meeting that is necessary to ensure thatthe Scheme Booklet does not contain any material statement that is false ormisleading in a material respect including because of any material omissionfrom that statement:
(g)	section 411(17)(b) statement: apply to ASIC for the production of:

$(i)$ indication of intent letters stating that it does not intend to appear before the Court on the First Court Date; and
- statements under section 411(17)(b) of the Corporations Act stating $(ii)$ that ASIC has no objection to the Share Scheme and Option Scheme;
Court directions: apply to the Court for orders pursuant to section 411(1) of $(h)$ the Corporations Act directing Sierra to convene the Share Scheme Meeting and Option Scheme Meeting;
Scheme Meetings: convene the Share Scheme Meeting to agree to the $($ i Share Scheme and Option Scheme Meeting to agree to the Option Scheme in accordance with the orders made by the Court pursuant to section 411(1) of the Corporations Act;
Court documents: consult with RTG in relation to the content of the $($ i documents required for the purpose of each of the Court hearings held for the purpose of sections 411(1) and 411(4)(b) of the Corporations Act in relation to the Share Scheme and Option Scheme (including originating process, affidavits, submissions and draft minutes of Court orders) and consider in good faith, for the purpose of amending drafts of those documents, comments from RTG and its Representatives on those documents;
$(k)$ Court approvals: subject to all conditions precedent in clause 3.1, other than the condition in clause 3.1(d) being satisfied or waived in accordance with this Deed, apply to the Court for orders approving the Share Scheme as agreed to by the Sierra Shareholders (other than Excluded Shareholders) at the Share Scheme Meeting and subject to the conditions precedent in clause 3.2, other than the condition in clause 3.2(f) being satisfied or waived in accordance with this Deed, apply to the Court for orders approving the Option Scheme as agreed to by the Sierra Optionholders (other than Excluded Optionholders) at the Option Scheme Meeting:
certificate: at the hearing on the Second Court Date provide to the Court a $(1)$ certificate confirming whether or not the conditions precedent in clauses 3.1 and 3.2 (other than the conditions in clauses 3.1(d) and 3.2(f)) have been satisfied or waived in accordance with this Deed. A draft of such certificate shall be provided by Sierra to RTG by 4.00pm on the Business Day prior to the Second Court Date;
lodge copy of Court order: lodge with ASIC an office copy of the Court order $(m)$ in accordance with section 411(10) of the Corporations Act approving the Share Scheme and Option Scheme (if made) on the day such office copy is received (or such later date as agreed in writing by RTG);
$(n)$ Share Scheme Consideration: close the Sierra Share Register as at the Record Date and determine entitlements to the Share Scheme Consideration in accordance with the Share Scheme and the Share Scheme Deed Poll;

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$(0)$ Share Scheme Consideration registration: subject to RTG having issued the Share Scheme Consideration in accordance with the Share Scheme and Share Scheme Deed Poll, register all transfers of Sierra Shares held by Scheme Shareholders to RTG on or as soon as practicable after the Implementation Date;
Option Scheme Consideration: close the Sierra Option Register as at the $(p)$ Record Date and determine entitlements to the Option Scheme Consideration in accordance with the Option Scheme and Option Deed Poll;
Option Scheme Consideration registration: subject to RTG having issued $(q)$ the Option Scheme Consideration in accordance with the Option Scheme and Option Deed Poll, register all transfers of Sierra Options held by Scheme Optionholders to RTG on or as soon as practicable after the Implementation Date:
shareholder information: provide all necessary information, or procure that $(r)$ the Sierra Registry provides all necessary information, in each case in a form reasonably requested by RTG, about the Share Scheme, Option Scheme, Sierra Shareholders and Sierra Optionholders to RTG and its Representatives which RTG reasonably requires in order to:
- canvass agreement to the Share Scheme by Sierra Shareholders $(i)$ (including the results of directions by Sierra to Sierra Shareholders under Part 6C.2 of the Corporations Act) and to the Option Scheme by Sierra Optionholders; or
- $(ii)$ facilitate the provision by, or on behalf of, RTG of the Share Scheme Consideration or Option Scheme Consideration (as the case may be).

Sierra must comply with any reasonable request of RTG for Sierra to give directions to Sierra Shareholders pursuant to Part 6C.2 of the Corporations Act from time to time for one of the purposes referred to in (i) or (ii) above;

proxy information: between the date the Scheme Booklet is sent and the day $(s)$ prior to the Share Scheme Meeting and the Option Scheme Meeting, on a daily basis or otherwise as reasonably requested by RTG provide RTG with details of proxies received in relation to the resolutions to be considered at the Share Scheme Meeting or the Option Scheme Meeting;
ASIC and ASX review: keep RTG informed of any matters raised by ASIC or $(f)$ ASX in relation to the Scheme Booklet or the Transaction, and use reasonable endeavours to take into consideration in resolving such matters any issues raised by RTG;
$(u)$ Independent Expert: promptly appoint the Independent Expert in connection with the preparation of the Scheme Booklet or the Independent Expert's Report, and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert's Report for inclusion in the Scheme Booklet (including any updates to such report) and any other materials to be prepared by them for inclusion in the Scheme Booklet (including any updates thereto);
compliance with laws: do everything reasonably within its power to ensure $(v)$ that the Transaction is effected in accordance with all laws and regulations applicable in relation to the Transaction (including, without limitation, doing

everything reasonably within its powers to ensure the Transaction complies with all applicable securities laws or is otherwise exempt therefrom);

$(w)$ Sierra Prescribed Occurrence: ensure that no Sierra Prescribed Occurrence occurs between the date of this Deed and 8:00am on the Second Court Date:
$(x)$ Sierra Information for RTG Circular:
- prepare and promptly provide to RTG the information regarding Sierra $(i)$ .Group which is required by all applicable laws for inclusion in the RTG Circular:
- consent to the inclusion of Sierra Information in the RTG Circular; and $(ii)$
- $(iii)$ confirm to RTG that Sierra has reasonable grounds to believe, and does believe, the Sierra Information in the RTG Circular is accurate; and
$(y)$ RTG ASX listing: provide any assistance or information reasonably requested by RTG in connection with the listing of RTG on ASX, including:
- promptly preparing and provide to RTG any information relating to $(1)$ Sierra, Sierra Shareholders and Sierra Optionholders which is reasonably required by RTG in relation to the ASX listing of RTG;
- consenting to the use by RTG of the Scheme Booklet as the $(ii)$ disclosure document on which this listing on ASX is based and ensure that any expert engaged to prepare a report for the Scheme Booklet agrees as part of its engagement to consent to the use of its report in connection with the listing of RTG on ASX and provides that consent promptly after request from RTG; and
- confirming to RTG that Sierra has reasonable grounds to believe, and $(iii)$ does believe, the Sierra Information in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement at the time it is submitted to ASX for listing.

$5.2$ RTG's obligations

RTG must take all necessary steps to implement the Share Scheme and Option Scheme as soon as is reasonably practicable and without limiting the foregoing use reasonable endeavours to ensure that each step in the Timetable is met by the date set out beside that step (and consult with Sierra on a regular basis about its progress in that regard), including doing each of the following:

RTG Information for Scheme Booklet: $(a)$
- prepare and promptly provide to Sierra the RTG Information for $(i)$ inclusion in the Scheme Booklet, including:
  - $(A)$ information regarding the RTG Group required by all applicable laws and in particular by the Corporations Act, the Corporations Regulations, RG60 and the Listing Rules; and
  - $(B)$ any information held by RTG which is required to prepare the disclosures required for the merged Sierra-RTG entity

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following implementation of the Share Scheme and Option Scheme;

consent to the inclusion of RTG Information in the Scheme Booklet; $(ii)$ and
confirm to Sierra that RTG has reasonable grounds to believe, and $(iii)$ does believe, that the RTG Information in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement:
$(b)$ Independent Expert's report: subject to the Independent Expert entering reasonable confidentiality arrangements with RTG, provide any information reasonably requested by the Independent Expert in connection with the Independent Expert's Report:
$(c)$ update RTG Information: promptly provide Sierra with any RTG Information that arises after the Scheme Booklet has been dispatched and until the date of the Share Scheme Meeting that is necessary to ensure that the RTG Information in the Scheme Booklet does not contain any material statement that is false or misleading in a material respect including because of any material omission from that statement;
$(d)$ prepare RTG Circular: prepare and despatch the RTG Circular to RTG Shareholders in accordance with all applicable laws and the TSX Company Manual:
$(e)$ consultation with Sierra in relation to the RTG Circular: consult with Sierra in relation to the content and presentation of the RTG Circular including:
- providing to Sierra drafts of the RTG Circular for the purpose of $(i)$ enabling Sierra to review and comment on the draft RTG Circular;
- $(ii)$ taking all comments made by Sierra into account in good faith when producing a revised draft of the RTG Circular;
- providing to Sierra a revised draft of the RTG Circular within a $(iii)$ reasonable time before it is finalised to enable Sierra to review the revised draft of the RTG Circular before despatch to RTG Shareholders: and
- $(iv)$ obtaining written approval from Sierra for the form and content in which the Sierra Information appears in the RTG Circular;
$(f)$ RTG directors' recommendation for RTG Circular: include in the RTG Circular a statement by the RTG Board:
- unanimously recommending that RTG Shareholders vote in favour of $(i)$ the RTG Resolutions; and
- that each RTG Board member will vote, or procure the voting of any $(ii)$ RTG Shares (as applicable) held by or on behalf of that RTG Board member at the record date for the RTG Meeting, in RTG Resolutions at the RTG Meeting.

unless there has been a change of recommendation by the RTG Board permitted by clause 5.6;

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	prior to the RTG Meeting, on a daily basis or otherwise as reasonablyrequested by Sierra provide Sierra with details of proxies received in relationto the resolutions to be considered at the RTG Meeting;
(h)	RTG Meeting: convene the RTG Meeting to approve the RTG Resolutions inaccordance with all applicable laws and the TSX Company Manual;
$($ i)	ASX listing:
	apply and provide ASX with all required documentation for RTG to be$\left( i\right)$admitted to the official list of ASX and for ASX to grant officialquotation to the CDIs in respect of the RTG Shares;
	(ii)seek approval for the RTG Share Consolidation; and
	seek approval for any amendments required to RTG's memorandum(iii)of association and articles of incorporation required by ASX;
$\omega$	TSX Listing: apply to TSX for approval to the listing of:
	all New RTG Shares, and the New RTG Options to be issued$($ i $)$pursuant to the Share Scheme and Option Scheme and allUnderlying Shares; and
	(ii)all RTG Shares issuable to holders of Unlisted Sierra Options inaccordance with the agreements referred to in clause 3.1(k);
(k)	review of Scheme Booklet: review the drafts of the Scheme Bookletprepared by Sierra and provide comments promptly on those drafts in goodfaith;
$($ l	Share Scheme Deed Poll and Option Deed Poll: on the Business Day priorto the First Court Date, enter into the Share Scheme Deed Poll and OptionDeed Poll;
(m)	Share transfer: if the Share Scheme becomes Effective, accept a transfer ofthe Scheme Shares as contemplated by clause 4.1(c)(i);
(n)	Option transfer: if the Option Scheme becomes Effective, accept a transfer ofthe Scheme Options as contemplated by clause 4.2(c)(i);
(0)	compliance with laws: do everything reasonably within its power to ensurethat the Transaction is effected in accordance with all laws and regulationsapplicable in relation to the Transaction (including, without limitation, doingeverything reasonably within its powers to ensure the Transaction complieswith all applicable securities laws or is otherwise exempt therefrom);
(p)	RTG Share Scheme Consideration: if the Share Scheme becomes Effective,provide the Share Scheme Consideration in the manner and amountcontemplated by clause 4 and the terms of the Share Scheme;
(q)	RTG Option Scheme Consideration: if the Share Scheme becomesEffective, provide the Option Scheme Consideration in the manner andamount contemplated by clause 4 and the terms of the Option Scheme;
(r)	RTG Prescribed Occurrence: ensure that no RTG Prescribed Occurrenceoccurs between the date of this Deed and 8:00am on the Second Court Date;

$(s)$ maintain TSX listing: not do anything to cause RTG Shares to cease being listed on TSX or to become permanently suspended from trading on the TSX prior to completion the Transaction unless Sierra has agreed in writing; and
$(t)$ sale facility: subject to complying with all applicable securities law requirements and all applicable regulatory requirements, procure that a sale facility (on the key terms set out in Annexure 3) is made available.

5.3 Conduct of business

Subject to clauses 5.3(b) and 5.3(c) and without limiting any other obligations $(a)$ of Sierra under this Deed, from the date of this Deed up to and including the Implementation Date, Sierra must conduct its businesses, and must cause each member of the Sierra Group to conduct their respective businesses. in the ordinary and usual course generally consistent with the manner in which each such business and operations have been conducted in the 12 month period prior to the date of this Deed, and must:
- not, and must ensure that each member of the Sierra Group must not, $(i)$ enter into or amend any employment, consulting, severance or similar agreement or arrangement with officers, directors, other executives or employees of Sierra or a Sierra Group Member, accelerate or otherwise increase compensation or benefits for any of the above, in each case other than pursuant to contractual arrangements in effect on the date of this Deed and which have been fully and fairly disclosed in writing to RTG prior to the date of this Deed;
- not, and must ensure that each member of the Sierra Group must not, $(ii)$ pay any of its directors or employees a termination or retention payment, other than in accordance with contractual arrangements in effect on the date of this Deed and which have been fully and fairly disclosed in writing to RTG prior to the date of this Deed;
- $(iii)$ not, and must ensure that each member of the Sierra Group must not, waive any non-compete rights against Sierra Group executives;
- not, and must ensure that each member of the Sierra Group must not, $(iv)$ enter into any enterprise bargaining agreement or industrial instrument other than in the ordinary course of business or pursuant to contractual arrangements in effect on the date of this Deed and which have been fully and fairly disclosed in writing to RTG prior to the date of this Deed:
- make all reasonable efforts to: $(v)$
  - $(A)$ keep available the services of their directors, officers and employees:
  - $(B)$ maintain and preserve their relationships with, customers, suppliers, licensors, licensees and others having business dealings with Sierra and any other member of the Sierra Group (including, using reasonable endeavours to obtain consents from Third Parties to any change of control provisions which RTG reasonably requests in contracts or arrangements to which a member of the Sierra Group is a party); and

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$(C)$ not enter into any lines of business or other activities in which the Sierra Group is not engaged as of the date of this Deed, and
$(vi)$ maintain and preserve their relationships with Government Agencies. provided that Sierra will:
- $(A)$ consult with RTG before any communication by Sierra with any Philippine Government Agencies;
- $(B)$ take all comments made by RTG into account in good faith;
- promptly provide to RTG copies of all correspondence and $(C)$ details of all communications with Philippine Government Agencies: and
- $(D)$ use reasonable endeavours to ensure that a Representative of RTG can be present at all meetings at which material matters are to be discussed with Philippine Government Agencies.
Nothing in clause 5.1(a) restricts the ability of Sierra to take any action which: $(b)$
- is required by this Deed, the Share Scheme or Option Scheme; or $(i)$
- has been agreed to in writing by RTG. $(ii)$
For the avoidance of doubt, nothing in this clause 5.3 restricts the ability of $(c)$ Sierra to respond to a Third Party Transaction in accordance with clause 11.

5.4 Appointment of directors

Sierra must, as soon as practicable: $(a)$
- after the Second Court Date (provided the Share Scheme is approved $(i)$ by the Court), take all actions necessary to cause the appointment of such number of nominees of RTG to the Sierra Board (such number shall not be less than three) and all other actions, which gives those nominees, acting together, control of more than half the votes that may be cast at a meeting of the Sierra Board;
- $(ii)$ on the Implementation Date, ensure that all directors on the Sierra Board (other than the RTG's nominees appointed pursuant to clause 5.4(a)(i)), resign and release Sierra from any claims they may have against Sierra; and
- $(iii)$ on the Implementation Date, take all actions to ensure that all directors on the boards of each Sierra Group Member (other than the nominees of the RTG appointed pursuant to clause 5.4(a)(i)) resign and to cause the appointment of nominees of RTG to those boards.
$(b)$ RTG must, on or before the Implementation Date, invite at least one existing Sierra director, being Matthew Syme, to join the RTG Board (conditional on the Share Scheme becoming Effective) and, subject to Mr Syme agreeing to become a director of RTG and meeting the regulatory requirements for a director set out in applicable securities laws and the rules of TSX, Mr Syme shall be appointed, by RTG Board resolution, to the RTG Board.

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$(c)$ RTG acknowledges that Sierra intends, in respect of all persons who were directors and officers of Sierra immediately prior to the Share Scheme becoming Effective, prepay directors and officers liability insurance for their benefit for a period of 7 years from their retirement, the cost of which prepayment will not exceed A$75,000.

$5.5$ Sierra Board recommendation

$(a)$ Subject to clause 5.5(b), the Sierra Board must unanimously recommend that:
- $(i)$ Sierra Shareholders (other than Excluded Shareholders) vote in favour of:
  - $(A)$ the Share Scheme in the absence of a Superior Proposal; and
  - all of the resolutions relevant to Sierra Shareholders in the $(B)$ Scheme Booklet, and
- $(ii)$ Sierra Optionholders (other than Excluded Optionholders) vote in favour of:
  - $(A)$ the Option Scheme in the absence of a Superior Proposal; and
  - all of the resolutions relevant to Sierra Optionholders in the $(B)$ Scheme Booklet,

at the Share Scheme Meeting or Option Scheme Meeting (as applicable).

$(b)$ The Sierra Board collectively and the members of the Sierra Board individually, must not change, withdraw or modify its, his or her recommendation in favour of the Share Scheme or Option Scheme unless:
- in respect of the Share Scheme only, the Independent Expert $(i)$ provides a report to Sierra which concludes that the Share Scheme is not in the best interests of Sierra Shareholders (other than Excluded Shareholders);
- in respect of the Option Scheme only, the Independent Expert $(ii)$ provides a report to Sierra which concludes that the Option Scheme is not in the best interests of Sierra Optionholders (other than Excluded Optionholders);
- Sierra has received a proposal which is a Superior Proposal; $(iii)$
- the Sierra Board has obtained written financial advice from its $(iv)$ Financial Advisors and written legal advice from its legal advisers that the Sierra Board, by virtue of the directors' duties of the members of the Sierra Board, is required to change, withdraw or modify its recommendation and the period for consultation under clause 5.5(c) has expired; or
- an event in clauses 12.2(a)(iii) or 12.2(a)(iv) occurs, $(v)$

provided also that the Sierra Board has complied with its obligations under clause 11.

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$(c)$ If the Sierra Board proposes to change its recommendation in accordance with clause 5.5(b)(iv):
- $($ i $)$ the Sierra Board must notify RTG in writing immediately if it is proposing to announce a change, withdrawal or modification of recommendation that it intends to change, withdraw or modify its recommendation and it must at the same time provide a copy of the legal advice referred to clause 5.5(b)(iv); and
- $(ii)$ the parties must consult in good faith for 5 Business Days after the date on which the notification in clause 5.5(c)(i) is given to consider and determine whether the recommendation in place at that time can be maintained

$5.6$ RTG Board recommendation

$(a)$ Subject to clause 5.6(b), the RTG Board must unanimously recommend that RTG Shareholders vote in favour of the RTG Resolutions at the RTG Meeting and the RTG Circular must include a statement by the RTG Board to that effect.
The RTG Board collectively, and the members of the RTG Board individually. $(b)$ must not change, withdraw or modify its, his or her recommendation in favour of the RTG Resolutions, unless:
- $(i)$ the RTG Board has obtained written financial advice from its financial advisors and written legal advice from its legal advisers that the RTG Board, by virtue of the directors' duties of the members of the RTG Board, is required to change, withdraw or modify its recommendation and the period for consultation under clause 5.6(c) has expired; or
- an event in clauses 12.6(a)(i) or 12.6(a)(ii) occurs, $(ii)$

provided also that the RTG Board has complied with its obligations under clause 11

$(c)$ If the RTG Board proposes to change its recommendation in accordance with clause 5.6(b)(i):
- the RTG Board must notify Sierra in writing immediately if it is $(1)$ proposing to announce a change, withdrawal or modification of recommendation that it intends to change, withdraw or modify its recommendation and it must at the same time provide a copy of the legal advice referred to clause 5.6(b)(i); and
- the parties must consult in good faith for 5 Business Days after the $(ii)$ date on which the notification in clause 5.6(c)(i) is given to consider and determine whether the recommendation in place at that time can be maintained.

$5.7$ Conduct of Court proceedings

$(a)$ Sierra and RTG are entitled to separate representation at all Court proceedings affecting the Transaction.

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$(b)$ This Deed does not give Sierra or RTG any right or power to give undertakings to the Court for or on behalf of the other party without that party's written consent.
$(c)$ Sierra and RTG must give all undertakings to the Court in all Court proceedings which are reasonably required to obtain Court approval and confirmation of the Transaction as contemplated by this Deed.

5.8 Responsibility statements

The Scheme Booklet will contain a responsibility statement to the effect that: $(a)$
- $(i)$ RTG is responsible for the RTG Information contained in the Scheme Booklet: and
- Sierra is responsible for the Sierra Information contained in the $(ii)$ Scheme Booklet.
$(b)$ The RTG Circular will contain a responsibility statement to the effect that:
- RTG is responsible for the RTG Information contained in the RTG $(i)$ Circular: and
- $(ii)$ Sierra is responsible for the Sierra Information contained in the RTG Circular

$5.9$ Permitted raising of working capital

Between the date of this Deed and the date of the Share Scheme Meeting, Sierra may issue Sierra Shares at a price per share of not less than the A$0.23 to raise a maximum of $1,000,000 (Working Capital Placement):

$(a)$ if, and only if:
- the date for the Share Scheme Meeting specified in the Timetable is $(1)$ likely to be extended by a period of more than 2 months;
- Sierra has first offered RTG the right to: $(ii)$
  - provide a debt facility (RTG Debt Facility) to Sierra having $(A)$ the following key terms:
    - Maturity: 4 months after the termination of this $(1)$ Deed or otherwise on demand after the Implementation Date:
    - $(2)$ Interest: 5% p.a.;
    - Facility: up to $1,000,000 to be drawn down where $(3)$ Sierra has no available funds to meet expenses of the Sierra Group. The drawdown will be provided in monthly tranches upon provision of reasonable evidence of the expenses to be paid; and
    - Costs: Sierra to pay all costs associated with the $(4)$ facility, including the reasonable costs of RTG,

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and otherwise on terms which are reasonably required by RTG and RTG has declined to provide the facility; and

$(B)$ subscribe for all or any part of the Working Capital Placement on the same terms and conditions as other proposed investors and RTG has declined to subscribe for all or any part of the Working Capital Placement, provided RTG is issued any Sierra Shares for which it subscribes under the Working Capital Placement and Sierra has complied with its obligations to RTG under any such right taken up by RTG;
$(iii)$ the Working Capital Placement is approved by RTG (acting reasonably), which approval will be given for a raising which Sierra has demonstrated to RTG is required to ensure that Sierra Group has funds to meet the reasonable working capital requirements of the Sierra Group for the period of 6 months following the proposed issue of the Sierra Shares: and
$(iv)$ Sierra is not in breach of its obligations under this Deed.
$(b)$ For the avoidance of doubt:
- if RTG provides the RTG Debt Facility or subscribes for all of the $(i)$ Working Capital Placement, Sierra may not proceed with the Working Capital Placement with third parties; and
- $(ii)$ if RTG subscribes for part of the Working Capital Placement, Sierra may proceed with a placement to third parties to raise the balance of the Working Capital Placement.

6. Access to information

Between the date of this Deed and the Implementation Date, each party must, $(a)$ and must cause each of its subsidiaries to, promptly afford the other party and its Representatives reasonable access to information (subject to any existing confidentiality obligations owed to third parties), premises or such senior executives of any member of the other party's corporate group (being the RTG Group or Sierra Group, as applicable) as reasonably requested, at mutually convenient times and afford the other party reasonable co-operation for the sole purpose of:
- keeping each party informed as to the status and conduct of the $(1)$ business of the other party (including, without limitation, in relation to proposed and completed drilling, communications with Government Agencies, regulatory compliance, actual or potential breaches or disputes with joint venture partners or regulators, feasibility or other study updates, permit application status, etc);
- implementation of the Share Scheme and Option Scheme and the $(ii)$ performance of its obligations under this Deed, provided that nothing in this sub-clause will require the other party to provide information concerning the party's directors and management's consideration of the Share Scheme, Option Scheme or any actual or potential Third Party Transaction; and
- $(iii)$ any other purpose agreed between the parties,

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provided that:

such requests do not result in unreasonable disruptions to the party's $(iv)$ business; and
the party may provide its records to the other party at a place other $(v)$ than at the party's business premises.
$(b)$ RTG must provide, and must cause other members of the RTG Group to provide, Sierra and its Representatives with reasonable access (at times mutually agreeable to the parties) to RTG's auditors, accountants, books and records (including financial reports, audited or otherwise) for the purpose of preparation of the financial statements (including for the merged Sierra-RTG entity, if any) for inclusion in the Scheme Booklet (and any updates).
Sierra must provide, and must cause other members of the Sierra Group to $(c)$ provide to:
- RTG and its Representatives with reasonable access (at times $(i)$ mutually agreeable to the parties) to Sierra's auditors, accountants, books and records (including financial reports, audited or otherwise) for the purpose of preparation of the financial statements (including for the merged Sierra-RTG entity, if any) for inclusion in the RTG Circular (and any updates); and
- RTG, its Representatives, and any qualified persons appointed by $(ii)$ RTG with reasonable access (at times mutually agreeable to the parties) to Sierra's properties and technical and scientific information on Sierra's properties for the purpose of preparation of the RTG Technical Report or any other technical report required to support disclosure in the RTG Circular.

7. Representations and warranties

$7.1$ RTG's representations and warranties

RTG represents and warrants to Sierra (in its own right and separately as trustee or nominee for each of the other Sierra Indemnified Parties) each of the RTG Representations and Warranties.

$7.2$ RTG's indemnity

RTG agrees with Sierra (in its own right and separately as trustee or nominee for each of the other Sierra Indemnified Parties) to indemnify the Sierra Indemnified Parties against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising which Sierra or any of the other Sierra Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the RTG Representations and Warranties.

$7.3$ Qualifications on RTG Warranties

The RTG Representations and Warranties under clause 7.1 and Schedule 1 and indemnity under clause 7.2 are subject to matters which have been fully and fairly disclosed in:

the information provided by or on behalf of RTG to a Sierra Group Member or $(a)$ their respective Representatives in the course of their due diligence

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investigations in relation to the RTG Group prior to the entry into this Deed which is included in the RTG Diligence Materials:

$(b)$ RTG's public filings on SEDAR since its listing on TSX;
Ratel Group Limited's and its predecessor, Ratel Gold Limited's public filings $(c)$ on SEDAR between 1 January 2010 and the listing of RTG on TSX; and
the RTG Disclosure Letter. $(d)$

$7.4$ Sierra's representations and warranties

Sierra represents and warrants to RTG (in its own right and separately as trustee or nominee for each of the other RTG Indemnified Parties) each of the Sierra Representations and Warranties.

$7.5$ Sierra's indemnity

Sierra agrees with RTG (in its own right and separately as trustee or nominee for each RTG Indemnified Party) to indemnify RTG and each of the other RTG Indemnified Parties from any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising which RTG or any of the other RTG Indemnified Parties suffers, incurs or is liable for arising out of any breach of any of the Sierra Representations and Warranties.

7.6 Qualifications on Sierra Warranties

The Sierra Representations and Warranties under clause 7.4 and Schedule 2 and indemnity under clause 7.5 are subject to matters which have been fully and fairly disclosed in:

the information provided by or on behalf of Sierra to a RTG Group Member or $(a)$ their respective Representatives in the course of their due diligence investigations in relation to the Sierra Group prior to the entry into this Deed which is included in the Sierra Diligence Materials;
Sierra's public filings on ASX since 1 January 2010; and $(b)$
the Sierra Disclosure Letter. $(c)$

$7.7$ Survival of representations

Each representation and warranty referred to in clauses 7.1 and 7.4:

$(a)$ is severable: and
survives the termination of this Deed. $(b)$

7.8 Survival of indemnities

Each indemnity in this Deed (including those in clauses 7.2 and 7.5):

$(a)$ is severable;
$(b)$ is a continuing obligation;
constitutes a separate and independent obligation of the party giving the $(c)$ indemnity from any other obligations of that party under this Deed; and

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$(d)$ survives the termination of this Deed.

7.9 Timing of representation and warranties

Each representation and warranty made or given under clauses 7.1 or 7.4 is given:

$(a)$ at the date of this Deed; and
at 8:00am on the Second Court Date; or $(b)$
$(c)$ where expressed to be given at a particular time, at that time.

8. Releases

$8.1$ Sierra directors and officers

RTG releases its respective rights, and agrees with Sierra that it will not make $(a)$ a claim, against any Sierra Indemnified Party as at the date of this Deed in connection with:
- $(i)$ any breach of any representations, covenants and warranties of Sierra or any member of the Sierra Group in this Deed; or
- any disclosures containing any statement which is false or misleading $(ii)$ whether in content or by omission,

except where the Sierra Indemnified Party has not acted in good faith or has engaged in wilful misconduct.

$(b)$ This clause is subject to any Corporations Act restriction and will be read down accordingly.
$(c)$ Sierra receives and holds the benefit of this clause to the extent it relates to each Sierra Indemnified Party as trustee for each of them.

8.2 RTG directors and officers

Sierra releases its rights, and agrees with RTG that it will not make a claim, $(a)$ against any RTG Indemnified Party as at the date of this Deed in connection with:
- $(i)$ any breach of any representations, covenants and warranties of RTG in this Deed; or
- any disclosure containing any statement which is false or misleading $(ii)$ whether in content or by omission.

except where the RTG Indemnified Party has not acted in good faith or has engaged in wilful misconduct.

This clause is subject to any statutory restriction and will be read down $(b)$ accordingly.
RTG receives and holds the benefit of this clause to the extent it relates to $(c)$ each RTG Indemnified Party as trustee for each of them.

9. Public announcement

$9.1$ Announcement of Transaction

Immediately after the execution of this Deed, Sierra and RTG must issue joint public announcements in a form agreed to in writing between them.

$9.2$ Public announcements

Subject to clause 9.3, no public announcement or disclosure of the Transaction or any other transaction the subject of this Deed, the Share Scheme or Option Scheme may be made other than in a form approved by each party (acting reasonably), but each party must use all reasonable endeavours to provide such approval as soon as practicable.

$9.3$ Required disclosure

Where a party is required by applicable law, Listing Rules, the TSX Company Manual or by ASX or TSX to make any announcement or to make any disclosure in connection with the Transaction or any other transaction the subject of this Deed, the Share Scheme or Option Scheme, it must use reasonable endeavours, to the extent practicable and lawful, to consult with the other party prior to making the relevant disclosure.

$10.$ Confidentiality

Sierra and RTG acknowledge and agree that:

$(a)$ they continue to be bound by the Confidentiality Agreement after the date of this Deed; and
$(b)$ the rights and obligations of the parties under the Confidentiality Agreement survive termination of this Deed,

except to the extent of any inconsistency with this Deed.

$11.$ Exclusivity

$11.1$ No-shop

During the Exclusivity Period, Sierra must not, and must ensure that none of its Representatives, other members of the Sierra Group and none of their Representatives (including for the avoidance of doubt any Financial Advisors):

directly or indirectly solicit (including by way of providing information $(a)$ concerning the Sierra Group to any person) or invite enquiries, discussions or proposals, or enter into, or otherwise effect an agreement in relation to, or which may reasonably be expected to lead to, a Third Party Transaction or the Transaction not completing; or
$(b)$ communicate to any person an intention to do any of the things referred to in clause 11.1(a).

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$11.2$ No-talk

negotiate, enter into or participate in negotiations or discussions with any $(a)$ person: or
communicate any intention to do any of these things. $(b)$

in relation to, or which may reasonably be expected to lead to a Third Party Transaction or the Transaction not completing.

$1.1$ No due diligence

Without limiting clause 11.1, Sierra must not, during the Exclusivity Period make available or permit any person to receive any non-public information about any member of the Sierra Group or their respective businesses and operations in relation to, or which may lead to a Third Party Transaction or the Transaction not completing.

11.3 Fiduciary carve out

Sierra may undertake any action which would otherwise be in breach of clauses 11.1, 11.2 and 1.1 in relation to a bona fide Third Party Transaction (providing it was not solicited by Sierra or was otherwise brought about as a result of a breach of any of Sierra's obligations under this clause 11), where the Sierra directors, acting in good faith, determine that:

after receiving advice from Sierra's legal advisor, that not undertaking that act $(a)$ would involve a breach of any statutory or fiduciary duties owed by any director or would otherwise be unlawful; and
$(b)$ after receiving advice from Sierra's legal advisor and Financial Advisors, the Third Party Transaction is, or may reasonably be expected to lead to, a Superior Proposal to the Transaction.

$11.4$ Equal access to information

Without limiting clauses 1.1 and 11.3, if, during the Exclusivity Period, a Sierra Group Member (or any director, officer, employee or adviser of a Sierra Group Member) provides any information relating to the Sierra Group to any person in connection with or for the purposes of a current or future Third Party Transaction, Sierra must promptly provide to RTG a complete copy of that information to the extent that RTG has not already received such information.

$11.5$ Notification of approaches

During the Exclusivity Period, Sierra must promptly notify RTG in writing no $(a)$ later than the next Business Day after it, its Representatives or any Sierra Group Member or any of their Representatives becomes aware of any:
- $(i)$ negotiations or discussions;
- $(ii)$ approach or attempt to initiate any negotiations or discussions; or

$(iii)$ intention to make such an approach or attempt to initiate any negotiations or discussions.

in respect of any expression of interest, offer, or proposal of a kind referred to in clause 11.1.

$(b)$ A notice given under this clause 11.5 must set out information regarding the relevant event, including details of the party taking the action referred to in clause 11.5(a), details of the offer or proposal (to the extent known) and details of any updates to a previous expression of interest, offer or proposal (to the extent known).

11.6 Response to a Third Party Transaction

Subject always to the other provisions of this clause 11, Sierra may only:

$(a)$ enter into any legally binding agreement, arrangement or understanding (whether or not in writing) to undertake a Third Party Transaction; or
change its recommendation in favour of the Transaction or publicly $(b)$ recommend a Third Party Transaction.

if:

$(c)$ Sierra has provided RTG with:
- $(i)$ the identity of the relevant Third Party;
- the material terms of the proposed Third Party Transaction; and $(ii)$
- any material due diligence information provided to the relevant Third $(iii)$ Party that has not either been publicly disclosed or previously provided to the RTG;
Sierra's directors have determined that: $(d)$
- after consultation with its Financial Advisors, taking into account all $(i)$ aspects of the Third Party Transaction, it is a Superior Proposal to the Transaction; and
- after receiving independent legal advice, the Sierra directors are $(ii)$ required to respond to the Third Party Transaction in order to comply with fiduciary and statutory obligations; and
Sierra has given RTG not less than 5 Business Days to negotiate $(e)$ amendments to this Deed and the Share Scheme for the purposes of making the Share Scheme match or be a superior transaction to the Superior Proposal.

11.7 Compliance with law

$(a)$ If it is finally determined by a court or the Takeovers Panel that the agreement by the parties under this clause 11 or any part of it:
- constituted, or constitutes, or would constitute, a breach of the $(i)$ fiduciary or statutory duties of the members of the Sierra Board;

constituted, or constitutes, or would constitute, unacceptable $(ii)$ circumstances within the meaning of the Corporations Act; or
$(iii)$ was, or is, or would be, unlawful for any other reason,

then, to that extent (and only to that extent) Sierra will not be obliged to comply with that provision of this clause 11.

$(b)$ The parties must not make or cause or permit to be made, any application to a court or the Takeovers Panel for or in relation to a determination referred to in clause 11.7(a).

11.8 Warranty and representation

Sierra represents and warrants to RTG that, as at the date of this Deed, there are no current discussions or negotiations occurring, and no agreement, arrangement or understanding (whether or not legally binding and whether or not in writing) exists in relation to any expression of interest, offer or proposal of the kind referred to in this clause 11.1.

$121$ Reimbursement fees

$12.1$ Background to Sierra Reimbursement Fee

$(a)$ Each party acknowledges that, if they enter into this Deed and the Share Scheme or Option Scheme is subsequently not implemented, RTG will incur significant costs, including significant opportunity costs.
$(b)$ In the circumstances referred to in clause 12.1(a), RTG has requested provision be made for the payment outlined in clause 12.2, without which RTG would not have entered into this Deed or otherwise agreed to implement the Share Scheme and Option Scheme.
$(c)$ Sierra confirms that the Sierra Board has acknowledged that:
- $(i)$ it has received legal advice in relation to this Deed and the operation of this clause 12:
- it believes the implementation of the Share Scheme and Option $(ii)$ Scheme will provide significant benefits to Sierra, Sierra Shareholders and Sierra Optionholders, such that it is reasonable and appropriate for Sierra to agree to the Sierra Reimbursement Fee in order to secure RTG's participation in the Transaction; and
- $(iii)$ the Sierra Reimbursement Fee represents a genuine and reasonable estimate of cost and loss that would be suffered by RTG if this Deed was entered into and the Share Scheme or Option Scheme is subsequently not implemented.

$12.2$ Payment of the Sierra Reimbursement Fee

Subject to clause 12.9, Sierra must pay the Sierra Reimbursement Fee to RTG, without set-off or withholding, if:

prior to the earlier of the Effective Date or the End Date, any member of the $(a)$ Sierra Board withdraws or adversely modifies his or her support of the Share Scheme or Option Scheme or his or her recommendation that Sierra

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Shareholders (other than Excluded Shareholders) or Sierra Optionholders (other than Excluded Optionholders) vote in favour of the Share Scheme or Option Scheme, or makes a public statement indicating that they no longer support the Share Scheme or Option Scheme or that they support a Third Party Transaction, other than as a result of:

the first report of the Independent Expert (but not subsequent reports $\sqrt{a}$ or updates to that report) to Sierra concluding that the Share Scheme is not in the best interests of Scheme Shareholders (other than as a result of a Third Party Transaction):
$(ii)$ the first report of the Independent Expert (but not subsequent reports or updates to that report) to Sierra concluding that the Option Scheme is not in the best interests of Scheme Optionholders (other than as a result of a Third Party Transaction);
$(iii)$ any matter or thing giving Sierra the right to terminate under clauses 13.1(a)(i) (material breach), 13.1(c) (RTG Prescribed Occurrence), or 13.2(b) (breach of RTG Representation and Warranty); or
failure of a condition precedent in clauses 3.1 or 3.2 which is for the $(iv)$ benefit of Sierra or both parties, other than as a result of a breach by Sierra of clause 3.3:
$(b)$ a Fee Trigger Event occurs: or
RTG has terminated this Deed pursuant to clauses 13.1(a)(i) (material breach $(c)$ by either party), 13.1(b) (Sierra Prescribed Occurrence) or 13.2(a) (breach of Sierra Representation and Warranty) and the Transaction does not complete.

RTG written demand $12.3$

Sierra must pay the Sierra Reimbursement Fee to RTG within 10 Business Days after receiving a written demand from RTG. The demand for payment of the Sierra Reimbursement Fee can only be made after the occurrence of an event referred to in clause 12.2. Sierra is only liable to pay the Sierra Reimbursement Fee once.

$12.4$ Nature of payment

The amount payable by Sierra under clause 12.2 is an amount to compensate RTG for:

advisory costs (including costs of advisors other than success fees); $(a)$
$(b)$ costs of management and directors' time;
$(c)$ out-of-pocket expenses; and
reasonable opportunity costs incurred by RTG in pursuing the Share Scheme $(d)$ and Option Scheme or in not pursuing other alternative acquisitions or strategic initiatives which RTG could have developed to further its business and objectives.

12.5 Background to RTG Reimbursement Fee

$(a)$ Each party acknowledges that, if they enter into this Deed and the Share Scheme or Option Scheme is subsequently not implemented, Sierra will incur significant costs, including significant opportunity costs.

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$(b)$ In the circumstances referred to in clause 12.5(a), Sierra has requested provision be made for the payment outlined in this clause 12.5, without which Sierra would not have entered into this Deed or otherwise agreed to implement the Share Scheme and Option Scheme.
$(c)$ RTG confirms that the RTG Board has acknowledged that:
- it has received legal advice in relation to this Deed and the operation $(i)$ of this clause 12:
- $(ii)$ it believes the implementation of the Share Scheme and Option Scheme will provide significant benefits to RTG and RTG Shareholders, such that it is reasonable and appropriate for RTG to agree to the RTG Reimbursement Fee in order to secure Sierra's participation in the Transaction; and
- the RTG Reimbursement Fee represents a genuine and reasonable $(iii)$ estimate of cost and loss that would be suffered by Sierra if this Deed was entered into and the Share Scheme or Option Scheme is subsequently not implemented.

12.6 Payment of the RTG Reimbursement Fee

Subject to clause 12.9, RTG must pay the RTG Reimbursement Fee to Sierra, without set-off or withholding, if:

$(a)$ prior to the earlier of the Effective Date or the End Date, any member of the RTG Board withdraws or adversely modifies his or her support of the issue of the New RTG Shares and New RTG Options pursuant to the Share Scheme or Option Scheme or his or her recommendation that RTG Shareholders vote in favour of the issue of New RTG Shares and New RTG Options, other than as a result of:
- any matter or thing giving RTG the right to terminate under clauses $(i)$ 13.1(a)(i) (material breach), 13.1(b) (Sierra Prescribed Occurrence), or 13.2(a) (breach of Sierra Representation and Warranty); or
- $(ii)$ failure of a condition precedent in clause 3.1 for the benefit of RTG or both parties, other than as a result of a breach by RTG of clause 3.3;
Sierra has terminated this Deed pursuant to clauses 13.1(a)(i) (material $(b)$ breach), 13.1(c) (RTG Prescribed Occurrence) or 13.2(b) (breach of RTG Representation and Warranty) and the Transaction does not complete.

$12.7$ Sierra written demand

RTG must pay the RTG Reimbursement Fee to Sierra within 10 Business Days after receiving a written demand from Sierra. The demand for payment of the RTG Reimbursement Fee can only be made after the occurrence of an event referred to in clause 12.6. RTG is only liable to pay the RTG Reimbursement Fee once.

12.8 Nature of payment

The amount payable by RTG under clause 12.6 is an amount to compensate Sierra for:

advisory costs (including costs of advisors other than success fees); $(a)$

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$(b)$ costs of management and directors' time;
out-of-pocket expenses: and $(c)$
reasonable opportunity costs incurred by Sierra in pursuing the Share Scheme $(d)$ and Option Scheme or in not pursuing other alternative acquisitions or strategic initiatives which Sierra could have developed to further its business and objectives.

$12.9$ Compliance with law

$(a)$ No amount shall be payable by Sierra or RTG under clause 12.2 or 12.6 respectively if the Share Scheme becomes Effective, notwithstanding the occurrence of any event in clause 12.2 or 12.6. To the extent that any amounts have already been paid under clause12.2 or 12.6 and the Share Scheme becomes Effective, such amounts shall be immediately refunded to Sierra or RTG (as applicable).
$(b)$ This clause 12 does not impose an obligation on Sierra or RTG to pay the Sierra Reimbursement Fee or RTG Reimbursement Fee respectively to the extent (and only to the extent) that the obligation to pay the respective fee:
- $(1)$ constitutes unacceptable circumstances as declared by the Takeovers Panel; or
- $(ii)$ is held to be unenforceable by one party against another as determined by a court,

after all proper avenues of appeal and review, whether judicial or otherwise, have been exhausted. The parties must take all reasonable steps to ensure that any such determination applies to the minimum extent possible.

The parties must not make or cause or permit to be made, any application to a $(c)$ court or the Takeovers Panel for or in relation to a determination referred to in clause 12.9(b).

12.10 Other claims

Where an amount becomes payable to a party under clause 12.2 or 12.6 (non defaulting party) and is actually paid, the amount of any loss or damage caused in relation to any breach by the other party shall be reduced by the amount paid under clause 12.2 or 12.6 to the non defaulting party.

$13.$ Termination

$13.1$ Termination

Without prejudice to any other rights of termination under this Deed, either $(a)$ party may terminate this Deed by written notice to the other party:
- $(i)$ other than in respect of a breach of either a RTG Representation and Warranty or a Sierra Representation and Warranty which are dealt with in clause 13.2, at any time before 8:00am on the Second Court Date if the other party has materially breached any provision of this Deed, the party wishing to terminate has given written notice to the other party in a timely manner setting out the relevant circumstances and stating an intention to terminate this Deed, and the relevant

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circumstances continue to exist for 10 Business Days (or any shorter period ending at 5:00pm on the day before the Second Court Date) from the time the notice is given:

$(ii)$ at any time before 8:00am on the Second Court Date if a Court or Government Agency has taken any action permanently restraining or otherwise prohibiting the Transaction, or has refused to do any thing necessary to permit the Transaction, and the action or refusal has become final and cannot be appealed;
in relation to the failure of a condition precedent in clause 3.1. $(iii)$ provided:
- $(A)$ the terminating party has complied with the requirements of clause 3.5:
- the parties have been unable to reach agreement under $(B)$ clause 3.5(a) within 40 Business Days of becoming aware of all material information relating to the relevant occurrence or relevant date or by the End Date;
- the relevant condition precedent has not waived in $(C)$ accordance with clause 3.4; and
- $(D)$ the relevant occurrence or the failure of the condition precedent to be satisfied, or the failure of the Share Scheme or Option Scheme to become Effective, does not arise out of and has not been affected by a breach by the terminating party of its obligations under this Deed;
$(iv)$ the Sierra Board or a majority of the Sierra Board has changed, withdrawn or modified their recommendation as permitted under clause 5.5, and, if Sierra is terminating this Deed, Sierra has paid RTG the Sierra Reimbursement Fee (unless an exception in clause $12.2(a)$ applies); or
the RTG Board or a majority of the RTG Board has changed, $(v)$ withdrawn or modified their recommendation as permitted under clause 5.6, and, if RTG is terminating this Deed, RTG has paid Sierra the RTG Reimbursement Fee (unless an exception in clause 12.6(a) applies).
RTG may terminate this Deed by written notice to Sierra if an Sierra $(b)$ Prescribed Occurrence occurs prior to 8:00am on the Second Court Date.
Sierra may terminate this Deed by written notice to RTG if a RTG Prescribed $(c)$ Occurrence occurs prior to 8:00am on the Second Court Date.

$13.2$ Breach of representations and warranties

Despite any other term of this Deed, prior to 8:00am on the Second Court Date:

RTG may terminate this Deed for breach of a Sierra Representation and $(a)$ Warranty, or rely on the condition in clause 3.1(h)(ii), only if:
- RTG has given written notice to Sierra setting out the relevant $(i)$ circumstances and stating an intention to terminate or to allow the Share Scheme to lapse:

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the relevant breach continues to exist 5 Business Days (or anv $(ii)$ shorter period ending at 5:00pm on the Business Day before the Second Court Date) from the time the notice is given under clause $13.2(a)(i)$ ; and
the loss that could reasonably be expected to follow from such a $(iii)$ breach would exceed A$5,000,000 in aggregate.
Sierra may terminate this Deed for breach of a RTG Representation and $(b)$ Warranty, or rely on the condition of clause 3.1(i)(ii), only if:
- $(i)$ Sierra has given written notice to RTG setting out the relevant circumstances and stating an intention to terminate or to allow the Share Scheme to lapse;
- the relevant breach continues to exist 5 Business Days (or any $(ii)$ shorter period ending at 5:00pm on the Business Day before the Second Court Date) from the time the notice is given under clause 13.2(b)(i); and
- $(iii)$ the loss that could reasonably be expected to follow from such a breach would exceed A$5,000,000 in aggregate.

$13.3$ Effect of termination

If this Deed is terminated by either party under clauses 13.1 (termination) or 13.2 (breach of representations and warranties), except if that the termination results from a breach by either party of its obligations under this Deed, this Deed will become void and have no effect, without any liability or obligation on the part of any party, other than in relation to rights and obligations that accrued prior to termination and other than in relation to the provisions of this clause 13 and of clauses 7.6 to 7.9 (qualification on warranties, survival and timing of representations and indemnities), 10 (confidentiality), 12 (reimbursement fees), 14 (duty, costs and expenses), 15 (GST), 16.2 (no merger), 16.4 (notices) and 16.5 (governing law), which will remain in force after termination.

$13.4$ Termination

Where a party has a right to terminate this Deed, that right for all purposes will be validly exercised if the party delivers a notice in writing to the other party stating that it terminates this Deed and the provision under which it is terminating the Deed.

13.5 Terminable in writing

This Deed is terminable if agreed to in writing by RTG and Sierra.

$14.$ Duty, costs and expenses

$14.1$ Stamp duty

RTG must pay all stamp duties and any fines and penalties with respect to stamp duty in respect of this Deed, the Share Scheme, the Option Scheme or the steps to be taken under this Deed, the Share Scheme or Option Scheme.

$14.2$ Costs and expenses

Except as otherwise provided in this Deed, each party must pay its own costs and expenses in connection with the negotiation, preparation, execution and performance of this Deed and the proposed, attempted or actual implementation of this Deed and the Transaction.

$15.$ GST

$(a)$ Any consideration or amount payable under this Deed, including any nonmonetary consideration (as reduced in accordance with clause 15(e) if required) (Consideration) is exclusive of GST.
$(b)$ If GST is or becomes payable on a Supply made under or in connection with this Deed, an additional amount (Additional Amount) is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply as calculated by the party making the Supply (Supplier) in accordance with the GST laws.
The Additional Amount payable under clause 15(b) is payable at the same $(c)$ time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice. However, the Additional Amount is only payable on receipt of a valid Tax Invoice.
$(d)$ If for any reason (including the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under clause 15(b):
- the Supplier must provide a refund or credit to the Recipient, or the $(i)$ Recipient must pay a further amount to the Supplier, as appropriate;
- $(ii)$ the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and
- $(iii)$ the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event.
Despite any other provision in this Deed if an amount payable under or in $(e)$ connection with this Deed (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party. whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred.
$(f)$ Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member is entitled.

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Any term starting with a capital letter that is not defined in this Deed has the $(q)$ same meaning as the term has in the A New Tax System (Goods & Services Tax) Act 1999 (Cth).

16. General

16.1 No representation or reliance

$(a)$ Each party acknowledges that no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this Deed. except for representations or inducements expressly set out in this Deed and (to the maximum extent permitted by law) all other representations, warranties and conditions implied by statute or otherwise in relation to any matter relating to this Deed, the circumstances surrounding the parties' entry into it and the transactions contemplated by it are expressly excluded.
$(b)$ Each party acknowledges and confirms that it does not enter into this Deed in reliance on any representation or other inducement by or on behalf of any other party, except for any representation or inducement expressly set out in this Deed.
$(c)$ Each party acknowledges and confirms that clauses 16.1(a) and 16.1(b) do not prejudice any rights a party may have in relation to information which has been filed by the other party with ASIC, ASX or TSX (as the case may be).

16.2 No merger

The rights and obligations of the parties do not merge on completion of the Transaction. They survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the Transaction.

16.3 Consents

Any consent referred to in, or required under, this Deed from any party may not be unreasonably withheld, unless this Deed expressly provides for that consent to be given in that party's absolute discretion.

16.4 Notices

Any communication under or in connection with this Deed:

must be in legible writing. A facsimile transmission is regarded as legible $(a)$ unless the addressee telephones the sender within 2 hours after transmission is received or regarded as received under clause 16.4(f)(i) and informs the sender that it is not legible;
$(b)$ must be in English; and
$(c)$ must be addressed as shown below:

Party	Address	Addressee	Fax
Sierra	Sierra MiningLimitedLevel 9, BGC Centre,28 The Esplanade.	Clinton McGhie	+618 9322 6558

	Perth, WesternAustralia
	Copy to:Sierra MiningLimitedLevel 9, BGC Centre,28 The Esplanade,Perth, WesternAustralia	Matthew Syme	+618 9322 6558
RTG	RTG Mining IncLevel 2, 338 BarkerRoad, Subiaco,Western Australia	Hannah Hudson	+618 6489 2920
	Copy to:RTG Mining IncLevel 2, 338 BarkerRoad, Subiaco,Western Australia	Justine Magee	+618 6489 2920

(or as otherwise notified by that party to the other party from time to time);

must be signed by the party making the communication or by a person duly $(d)$ authorised by that party;
must be delivered or sent by fax to the fax number, of the addressee, in $(e)$ accordance with 16.4(a) and 16.4(b); and
$(f)$ is regarded as received by the addressee:
- if sent by fax, at the local time (in the place of receipt of that fax) $\omega$ which then equates to the time at which that fax is sent as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms transmission of that fax in its entirety, unless that local time is not a Business Day, or is after 5:00pm on a Business Day in the place of receipt, when that communication will be regarded as received at 9.00am on the next Business Day; and
- $(ii)$ if delivered by hand, on delivery at the address of the addressee as provided in clause 16.4(a) and 16.4(b), unless delivery is not made on a Business Day, or after 5:00pm on a Business Day, when that communication will be regarded as received at 9.00am on the next Business Day.

16.5 Governing law and jurisdiction

$(a)$ This Deed is governed by the laws of Western Australia.
Each party irrevocably submits to the non-exclusive jurisdiction of the courts of $(b)$ Western Australia and courts competent to hear appeals from those courts.

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16.6 Waivers

Failure to exercise or enforce, a delay in exercising or enforcing, or the partial $(a)$ exercise or enforcement of any right, power or remedy provided by law or under this Deed by any party does not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Deed.
$(b)$ Any waiver or consent given by any party under this Deed is only effective and binding on that party if it is given or confirmed in writing by that party.
No waiver of a breach of any term of this Deed operates as a waiver of $(c)$ another breach of that term or of a breach of any other term of this Deed.

16.7 Variation

This Deed may only be varied by a document signed by or on behalf of each of the parties.

16.8 Assignment

A party may not assign, novate, declare a trust over or otherwise transfer or deal with any of its rights or obligations under this Deed without the prior written consent of the other party.

16.9 Acknowledgement

Each party acknowledges that the remedy of damages may be inadequate to protect the interests of the parties for a breach of clause 11 and that RTG is entitled to seek and obtain without limitation injunctive relief if Sierra breaches clause 11.

16.10 No third party beneficiary

This Deed shall be binding on and inure solely to the benefit of each party to it and each of their respective permitted successors and assigns, and nothing in this Deed is intended to or shall confer on any other person, other than the RTG Indemnified Parties and the Sierra Indemnified Parties, to the extent set forth in clause 7, and any third party beneficiary rights.

16.11 Further action

Each party will do all things and execute all further documents necessary to give full effect to this Deed.

16.12 Entire Agreement

This Deed supersedes all previous agreements, understandings, negotiations or deeds (other than the Confidentiality Agreement) in respect of its subject matter and embodies the entire Deed between the parties.

16.13 Counterparts

This Deed may be executed in any number of counterparts. $(a)$
$(b)$ All counterparts, taken together, constitute one instrument.
$(c)$ A party may execute this Deed by signing any counterpart.

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Schedule 1 - RTG Representations and Warranties

RTG represents and warrants to Sierra (in its own right and separately as trustee or nominee for each of the other Sierra Indemnified Parties) that:

Validly existing: it is a validly existing corporation under the laws of the $(a)$ British Virgin Islands and that each RTG Group Member is a validly existing corporation under the laws of the country in which it was incorporated;
Authority: the execution and delivery of this Deed has been properly $(b)$ authorised by all necessary corporate action of RTG;
$(c)$ Power: it has full corporate power and lawful authority to execute, deliver and perform this Deed:
Deed binding: this Deed is a valid and binding obligation on RTG enforceable $(d)$ in accordance with its terms, subject to laws generally affecting creditors' rights and principles of equity;
No default: this Deed does not conflict with or result in the breach of or a $(e)$ default under:
- RTG's memorandum of association and articles of incorporation or $(1)$ other constituent documents; or
- any writ, order or injunction, judgment, law, rule or regulation to which $(ii)$ it is party or by which it is bound;
Capital structure: RTG's authorised share capital consists of an unlimited $(f)$ number of shares and an unlimited number of options, of which as of the date of this Deed, the securities listed in Schedule 3 were issued and outstanding and RTG has not issued any other securities, options or instruments which are still outstanding and may convert into RTG Shares other than as set out in Schedule 3:
Continuous disclosure: except as fully and fairly disclosed by RTG to Sierra $(g)$ in writing or in the RTG Diligence Materials or the RTG Disclosure Letter, RTG has complied in all material respects with its continuous disclosure requirements under applicable laws and has not filed any confidential material change reports with any Canadian securities regulatory authorities and none of its disclosure documents publicly filed on SEDAR, as of the date of their respective filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to prevent the statement made from being false or misleading in the circumstances in which it was made:

RTG Diligence Material: $(h)$

RTG has collated and prepared the RTG Diligence Materials and the $\overline{a}$ RTG Disclosure Letter in good faith for the purposes of a due diligence exercise by Sierra and with all reasonable care and skill;
$(ii)$ the documents contained in the RTG Diligence Materials and referred to in the RTG Disclosure Letter do not, as of the date of the relevant document, contain an untrue statement of a material fact or omit to state a material fact required to be stated to prevent the statement made from being false or misleading in the circumstances in which it was made; and

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RTG has not withheld from the RTG Diligence Materials or RTG $(iii)$ Disclosure Letter any information that is known, or ought reasonably be known, to RTG to be material to Sierra in light of the Transaction;
Restrictions on business activities: except as fully and fairly disclosed by $(i)$ RTG to Sierra in the RTG Diligence Materials or the RTG Disclosure Letter, to RTG's knowledge, there is no agreement, judgment, injunction, order or decree binding on RTG or any member of the RTG Group or any business in which the RTG Group has an interest that has or would be likely to have the effect of prohibiting, restricting or materially impairing after the Effective Date any business of RTG or any member of the RTG Group or any business in which the RTG Group has an interest;
Litigation: except as fully and fairly disclosed by RTG to Sierra in the RTG $($ i Diligence Materials or the RTG Disclosure Letter, to RTG's knowledge:
- $\overline{0}$ there are no material actions, suits, arbitrations, legal or administrative proceedings pending or threatened against any material member of the RTG Group or any business in which the RTG Group has an interest;
- no material member of the RTG Group or any business in which the $(ii)$ RTG Group has an interest is the subject of any material pending or material threatened investigation; and
- no material member of the RTG Group or any business in which the $(iii)$ RTG Group has an interest nor the respective assets, properties or business of RTG or any material member of the RTG Group is subject to any judgment, order, writ, injunction or decree of any court, Government Agency or arbitration tribunal;
$(k)$ Solvency: neither RTG nor any other material member of the RTG Group nor any business in which the RTG Group has an interest is affected by a RTG Insolvency Event;
$(1)$ Environmental: except as fully and fairly disclosed by RTG to Sierra in the RTG Diligence Materials or the RTG Disclosure Letter:
- $(i)$ no material member of the RTG Group has been convicted of any material offence under any Environmental Law and, to RTG's knowledge, there are no orders issued by any Government Agency or any claims relating to the breach of any Environmental Law or Environmental Permit against RTG or any member of the RTG Group; and
- $(ii)$ all material members of the RTG Group and any business in which the RTG Group has an interest have complied in all material respects with all applicable Environmental Laws, all Environmental Permits necessary for the conduct and operation of their businesses as presently conducted have been obtained, are in force and effect and are being complied with in all material respects.

In this warranty:

Environmental Law means any law or regulation relating to the environment including relating to:

the discharge or emission of substances (whether sold, liquid or $(i)$ gaseous) to air, water or land;
contamination of air, water or land; $(ii)$
$(iii)$ the production, use, handling, storage, disposal or transport of waste, hazardous substances;
$(iv)$ the presence of asbestos; or
$(v)$ any other aspect of protection of the environment or the enforcement or administration of any such law.

Environmental Permit means any permit, licence, authority, approval, certificate of approval, consent or authorisation required by Environmental Laws:

$(m)$ Filings and undisclosed liabilities:
- $(i)$ other than for this Transaction, since listing on TSX on 15 April 2013, it has pursuant to applicable Canadian securities laws filed with applicable Canadian securities regulators all required reports. schedules, prospectuses, forms, statements, notices and other documents required to be filed so filed on SEDAR (all of those documents being the RTG Reporting Documents) and it is not relying on exceptions under any listing rule or law to withhold any material information from public disclosure;
- as of the date of their respective filings, each RTG Reporting $(ii)$ Document complied in all material respects with the requirements of any applicable Canadian securities laws and regulations and policy statements under any such applicable law;
- $(iii)$ none of the RTG Reporting Documents as of the date of their respective filings contained an untrue statement of a material fact or omitted to state a material fact required to be stated in it or necessary to prevent the statement made from being false or misleading in the circumstances in which it has been made, except to the extent that such statements have been modified or superseded by a later filed RTG Reporting Document;
- the consolidated financial statements of RTG included in the RTG $(iv)$ Reporting Documents comply as to form in all material respects with all law and accounting requirements applicable to the preparation of financial statements, have been prepared in accordance with IFRS, as applicable, at the relevant date and fairly present in all material respect the consolidated financial position of RTG as of the dates of the relevant financial statements and the consolidated results of its operations and cash flows for the periods then ended; and
- there has not been any event, change, effect or development which, $(v)$ individually or in aggregate, is required to be included in RTG Reporting Documents in accordance with the requirements of the applicable securities laws in Canada and all rules and regulations promulgated under the applicable securities laws in Canada which has not been included in the RTG Reporting Documents;

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(n)	Sale Agreements: all material information known to RTG in relation to thesale by RTG Group of its interests in the Segilola Project and the MkushiProject has been disclosed in the RTG Diligence Materials;
(0)		Scheme Booklet: the RTG Information in the form consented to by RTGprovided for inclusion in the Scheme Booklet will:
	$\circ$	be prepared and provided in good faith and on the understanding thateach of the Sierra Indemnified Parties will rely on that information toprepare the Scheme Booklet;
	(ii)	not, at the date of the Scheme Booklet, contain any statement whichis materially misleading or deceptive including by way of omission;and
	(iii)	will comply with all applicable laws and ASIC Regulatory Guidesapplicable to schemes of arrangement;
(a)		RTG Circular: the RTG Information in the RTG Circular will
	(i)	not, at the date of the RTG Circular, contain any statement which ismaterially misleading or deceptive, including by way of omission; and
	(ii)	comply with all applicable laws;
(p)	Independent Expert: all information provided by or on behalf of RTG to theIndependent Expert or the investigating accountant to enable their respectivereports to be prepared will be provided in good faith and on the understandingthat the Independent Expert and the investigating accountant will rely on thatinformation for the purpose of preparing their respective reports for inclusion inthe Scheme Booklet:
(q)	New RTG Shares: the New RTG Shares to be issued in accordance withclauses 4.1 and 4.2 and the terms of the Share Scheme and Options Schemewill be duly authorised and validly issued, fully paid and free of all securityinterests and third party rights and will rank equally with all other RTG Sharesthen on issue:
(r)	New RTG Options: the New RTG Options to be issued in accordance withclauses 4.1 and 4.2 and the terms of the Share Scheme and the OptionScheme will be duly authorised and validly issued and the Underlying Shareswill, when issued in accordance with the terms of the New RTG Options, willbe fully paid and free of all security interests and third party rights and will rankequally with all other RTG Shares then on issue; and

Reporting Issuer Status: RTG is a reporting issuer not in default (or the equivalent) under the securities laws of each of British Columbia, Alberta and Ontario. $(s)$

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Schedule 2 - Sierra Representations and Warranties

Sierra represents and warrants to RTG (in its own right and separately as trustee or nominee for each of the other RTG Indemnified Parties) that:

Validly existing: Sierra is a validly existing corporation registered under the $(a)$ laws of Australia:
Authority: the execution and delivery of this Deed has been properly $(b)$ authorised by all necessary corporate action of Sierra;
$(c)$ Power: Sierra has full corporate power and lawful authority to execute and deliver this Deed:
Deed binding: this Deed is a valid and binding obligation on Sierra $(d)$ enforceable in accordance with its terms, subject to laws generally affecting creditors' rights and principles of equity;
No default: this Deed does not conflict with or result in the breach of or a $(e)$ default under:
- Sierra's constitution; or $(1)$
- any writ, order or injunction, judgment, law, rule or regulation to which $(ii)$ it is party or by which it is bound:
Capital structure: its capital structure, including all issued securities as at the $(f)$ date of this Deed is as set out in Schedule 4 and it has not issued or agreed to issue any other securities, options, warrants, rights or instruments which are still outstanding and may convert into Sierra Shares other than as set out in Schedule 4:
Continuous disclosure: except as fully and fairly disclosed by Sierra to RTG $(g)$ in the Sierra Diligence Materials or the Sierra Disclosure Letter, Sierra has complied in all material respects with its continuous disclosure obligations under Listing Rule 3.1 and, other than for this Transaction, it is not relying on the carve-out in Listing Rule 3.1 to withhold any material information from public disclosure and none of its disclosure documents publicly filed will ASX. as of the date of their respective filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to prevent the statement made from being false or misleading in the circumstances in which it was made;

$(h)$ Sierra Diligence Material:

Sierra has collated and prepared the Sierra Diligence Materials and $(i)$ the Sierra Disclosure Letter in good faith for the purposes of a due diligence exercise by RTG and with all reasonable care and skill;
the documents contained in the Sierra Diligence Materials and $(ii)$ referred to in the Sierra Disclosure Letter do not, as of the date of the relevant document, contain an untrue statement of a material fact or omit to state a material fact required to be stated to prevent the statement made from being false or misleading in the circumstances in which it was made: and

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$(iii)$ Sierra has not withheld from the Sierra Diligence Materials or Sierra Disclosure Letter any information that is known, or ought reasonably be known, to Sierra to be material to RTG in light of the Transaction and as a purchaser of the Sierra Group as a whole;
$(i)$ Restrictions on business activities: except as fully and fairly disclosed by Sierra to RTG in the Sierra Diligence Materials or the Sierra Disclosure Letter. there is no agreement, judgment, injunction, order or decree binding on Sierra or any member of the Sierra Group that has or would be likely to have the effect of prohibiting, restricting or materially impairing, after the Effective Date, any business of Sierra or any member of the Sierra Group;
Litigation: except as fully and fairly disclosed by Sierra to RTG in the Sierra $\hat{a}$ Diligence Materials or the Sierra Disclosure Letter, to Sierra's knowledge:
- there are no material actions, suits, arbitrations, legal or $(1)$ administrative proceedings pending or threatened against any material member of the Sierra Group:
- $(ii)$ no material member of the Sierra Group is the subject of any material pending or material threatened investigation; and
- no material member of the Sierra Group nor the respective assets. $(iii)$ properties or business of Sierra or any material member of the Sierra Group is subject to any judgment, order, writ, injunction or decree of any court, Government Agency or arbitration tribunal;
$(k)$ Solvency: neither Sierra nor any other material member of the Sierra Group is affected by a Sierra Insolvency Event;
Environmental: except as fully and fairly disclosed by Sierra to RTG in the $(1)$ Sierra Diligence Materials or the Sierra Disclosure Letter:
- no material member of the Sierra Group has been convicted of any $(i)$ material offence under any Environmental Law and, to Sierra's knowledge, there are no orders issued by any Government Agency or any claims relating to the breach of any Environmental Law or Environmental Permit against Sierra or any member of the Sierra Group; and
- $(ii)$ all material members of the Sierra Group have complied in all material respects with all applicable Environmental Laws, all Environmental Permits necessary for the conduct and operation of their businesses as presently conducted have been obtained, are in force and effect and are being complied with in all material respects.

In this warranty:

Environmental Law means any law or regulation relating to the environment including relating to:

the discharge or emission of substances (whether sold, liquid or $(i)$ gaseous) to air, water or land;
$(ii)$ contamination of air, water or land;
the production, use, handling, storage, disposal or transport of waste, $(iii)$ hazardous substances;

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$(iv)$ the presence of asbestos; or
any other aspect of protection of the environment or the enforcement $(v)$ or administration of any such law.

Environmental Permit means any permit, licence, authority, approval, certificate of approval, consent or authorisation required by Environmental Laws:

Filings and undisclosed liabilities: $(m)$

other than for this Transaction, it has since 13 December 2006 filed $($ i with ASIC and ASX all required reports, schedules, prospectuses, forms, statements, notices and other documents required to be filed with ASIC and ASX, including any notices required to be filed by Listing Rule 3.1 (all of those documents being the Sierra Reporting Documents) and it is not relying on the carve-out in Listing Rule 3.1 to withhold any information from public disclosure:
as of the date of their respective filings, each Sierra Reporting $(ii)$ Document complied in all material respects with the requirements of the Corporations Act and the Listing Rules and all rules, regulations and policy statements under the Corporations Act and the Listing Rules:
none of the Sierra Reporting Documents as of the date of their $(iii)$ respective filings contained an untrue statement of a material fact or omitted to state a material fact required to be stated in it or necessary to prevent the statement made from being false or misleading in the circumstances in which it has been made, except to the extent that such statements have been modified or superseded by a later filed Sierra Reporting Document:
$(iv)$ the consolidated financial statements of Sierra included in the Sierra Reporting Documents comply as to form in all material respects with the Corporations Act and all applicable accounting requirements applicable to the preparation of financial statements, have been prepared in accordance with generally accepted accounting principles in Australia (Australian GAAP) or AIFRS as applicable at the relevant date and fairly present in all material respect the consolidated financial position of Sierra as of the dates of the relevant financial statements and the consolidated results of its operations and cash flows for the periods then ended; and
$(v)$ there has not been any event, change, effect or development which, individually or in aggregate, is required to be included in Sierra Reporting Documents in accordance with the requirements of the Corporations Act, the Listing Rules and all rules and regulations promulgated under the Corporations Act and the Listing Rules which has not been included in the Sierra Reporting Documents:
Governmental Licences: the Sierra Group possess such permits, certificates, $(n)$ licenses, approvals, consents and other authorisations (collectively, Governmental Licenses) issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to own, lease, stake or maintain the mining licences, claims, concessions, exploration, extraction or other mineral property rights (collectively, the Mining Rights) and other

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property interests and to conduct the business now operated, including to conduct mining and processing operations on its mining projects, except where the failure to possess such permits, certificates, licenses, approvals, consents or authorisations would not reasonably be expected to be material to Sierra or where such failure has been fully and fairly disclosed or referred to in the Sierra Disclosure Letter. The Sierra Group is in compliance, in all material respects, with the terms and conditions of all such Governmental Licenses. All of the Governmental Licenses are valid and in full force and effect. No material member of the Sierra Group has received any outstanding notice of proceedings relating to the revocation or material modification of any such Governmental Licenses;

$(o)$ Leases, subleases and agreements: all of the leases, subleases and agreements in real property (other than Mining Rights) material to the mining projects of the Sierra Group and under which the Sierra Group has an interest in full force and effect, and none of the Sierra Group has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Sierra Group under any of the lease, subleases or agreements mentioned above, or affecting or questioning the rights of the Sierra Group to the continued possession of the property under any such lease, sublease, or agreement, except as fully and fairly disclosed in the Sierra Disclosure Letter;
Material mining rights: the material Mining Rights held by the Sierra Group $(p)$ (the Sierra Mining Rights) are in good standing, valid and enforceable, free and clear of any material liens or charges and no material royalty is payable in respect of any of them, except as set out in the Sierra Disclosure Letter. Except as set out in the Sierra Disclosure Letter, no other Mining Rights or other property rights are necessary for the conduct of the Sierra Group's business as it is currently being conducted; and there are no material restrictions on the ability of the Sierra Group to use, transfer or otherwise exploit any of the Sierra Mining Rights except as required by applicable law. None of the Sierra Group has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Sierra Group under any of the Sierra Mining Rights, or affecting or questioning the rights of the Sierra Group to the continued possession of the Sierra Mining Rights, except as fully and fairly disclosed in the Sierra Disclosure Letter. Except as fully and fairly disclosed in the Sierra Disclosure Letter, the Sierra Group are the owners of all Mining Rights necessary to carry on their current and proposed mining and exploration activities;
Scheme Booklet: the Sierra Information in the Scheme Booklet will: $(a)$
- $(i)$ not, at the date of the Scheme Booklet, contain any statement which is materially misleading or deceptive, including by way of omission; and
- comply with all applicable laws and ASIC Regulatory Guides $(ii)$ applicable to schemes of arrangement;
RTG Circular: the Sierra Information in the form consented to by Sierra $(r)$ provided for inclusion in the RTG Circular will:
- $($ i $)$ be prepared and provided in good faith and on the understanding that each of the RTG Indemnified Parties will rely on that information to prepare the RTG Circular;

not, at the date of the RTG Circular, contain any statement which is $(ii)$ materially misleading or deceptive including by way of omission; and
$(iii)$ will comply with all applicable laws; and
$(s)$ Independent Expert: all information provided by or on behalf of Sierra to the Independent Expert or to CSA for the RTG Technical Report to enable their respective reports to be prepared will be provided in good faith and on the understanding that the Independent Expert and the investigating accountant will rely on that information for the purpose of preparing their respective reports for inclusion in the Scheme Booklet.

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Security	Total number on issue
RTG Shares	326,538,643
Options	Nil

Security	Total number on issue
Sierra Shares	232,854,663
Sierra Options - Listed (Exercise price of$0.10	31,970,363
Sierra Options - Unlisted (Exercise price of$0.25	8,333,334
Sierra Options - Unlisted (Exercise price of$0.20	3,683,333

Executed as an Deed

Executed by Sierra Mining Limited ACN118 060 441 in accordance with section 127 of the Corporations Act:

Signature of Director

Signature of Secretary/other Director

Name of Director in full

Name of Secretary/other Director in full

Executed by RTG Mining Inc.

Signature of Director

Signature of Secretary/other Director

Name of Director in full

Name of Secretary/other Director in full

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		Annexure 1 - Indicative Timetable
--	--	-----------------------------------	--

Event	Target Date
Signing of SchemeImplementation Deed	24 February 2014
Announcement of SchemeImplementation Deed	24 February 2014
First complete draft of SchemeBooklet (including draft of theexpert's report)	4 March 2014
Scheme Booklet complete	21 March 2014
First Court Date	24 March 2014
Dispatch of Scheme Booklet	27 March 2014
Share Scheme Meeting andOption Scheme Meeting	24 April 2014
Second Court Date	28 April 2014
Effective Date	29 April 2014
Record Date	6 May 2014
Implementation Date	13 May 2014

Annexure 2 - Terms and conditions of New RTG Options

Entitlement $\mathbf{1}$

Each New RTG Option entitles the holder to one RTG Share upon exercise of $(a)$ the Option.

$2.$ Exercise Price

The amount payable upon exercise of each New RTG Option will be C$0.151 $(a)$ (Exercise Price).

$3.$ Expiry Date

Each New RTG Option will expire at 5.00pm on the date 3 years after the $(a)$ Implementation Date (Expiry Date). A New RTG Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

The New RTG Options are exercisable at any time on or prior to the Expiry $(a)$ Date (Exercise Period).

5 Exercise

The New RTG Options may be exercised during the Exercise Period by $(a)$ completing and returning an exercise notice (Exercise Notice) and payment of the Exercise Price for each New RTG Option being exercised in accordance with the requirements set out in the Exercise Notice. An Exercise Notice can be obtained from RTG, its share registry in Australia or the option trustee in Canada

6. Exercise Date

An Exercise Notice is only effective on and from the later of the date of receipt $(a)$ of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each New RTG Option being exercised in cleared funds (Exercise Date).

$7.$ Issue of CDIs or RTG Shares

$(a)$ If the RTG Shares issued on exercise are to be listed for quotation on ASX, they will be issued in the form of CDIs. You may elect to receive CDIs or RTGShares when completing the Exercise Notice. If no election is made, the RTG Shares will be issued in the form of CDIs.

8. Timing of issue of CDIs or RTG Shares on exercise

Subject to any requirements of a securities exchange on which the New RTG $(a)$ Options are listed, within 15 Business Days after the later of the following:
- $(i)$ the Exercise Date; and
- if a notice is required to be given by the Company under section $(ii)$

660748_17.doc

1 After the RTG Share Consolidation the exercise price will be C$1.50

708A(5)(e) of the Corporations Act, the date when the excluded information in respect to RTG (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, RTG will:

$(iii)$ issue the number of RTG Shares (and, if applicable, the related CDIs) required under these terms and conditions in respect of the number of New RTG Options specified in the Exercise Notice and for which cleared funds have been received by RTG;
if required, give ASX a notice that complies with section 708A(5)(e) of $(iv)$ the Corporations Act, or, if RTG is unable to issue such a notice. lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of RTG shares (represented by CDIs) does not require disclosure to investors: and
$(v)$ if admitted to the official list of ASX at the time, apply for official quotation on ASX of the RTG Shares (in the form of CDIs) issued pursuant to the exercise of the New RTG Options.

If a notice delivered under (h)(ii) for any reason is not effective to ensure that an offer for sale in Australia of the RTG Shares does not require disclosure to investors, RTG must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the RTG Shares (represented by CDIs) does not require disclosure to investors

9. RTG Shares issued on exercise

RTG Shares issued on exercise of the New RTG Options rank equally with the $(a)$ then issued shares of RTG.

10. Reconstruction of capital

$(a)$ If at any time the issued capital of RTG is reconstructed, all rights of an optionholder are to be changed in a manner consistent with all applicable laws and stock exchange rules at the time of the reconstruction.

$11$ Participation in new issues

There are no participation rights or entitlements inherent in the New RTG $(a)$ Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New RTG Options without exercising the New RTG Options.

$12.$ Transferability

The New RTG Options are transferable subject to any restriction under $(a)$ applicable rules of ASX or TSX and applicable Australian or Canadian securities laws.

660748 17.doc

Annexure 3 - Key terms of the Sale Facility

Key Terms of the Sale Facility

RTG shall appoint a Sale Agent to sell the New RTG Shares and New RTG $(a)$ Options:
- $(i)$ that would be issued to or for the account of Ineligible Foreign Shareholders and Ineligible Foreign Optionholders; and
- $(ii)$ that would be issued to or for the account of Small Shareholders or Small Optionholders who do not opt out of the Sale Facility in accordance with the terms of this Deed and the Share Scheme and Option Scheme.
$(b)$ The New RTG Shares and New RTG Options issued to the Sale Agent will be held by the Sale Agent as nominee in trust for the applicable Scheme Shareholder or Scheme Optionholder, as the case may, who are the beneficial owners thereof.
The New RTG Shares and New RTG Options to be issued to the Sale Agent $(c)$ will be in the form of New RTG Shares and New RTG Options and not in the form of CDIs unless the Sale Agent advises RTG otherwise prior to the Record Date.
$(d)$ The New RTG Shares and New RTG Options that are to be sold under the Sale Facility may be pooled by the Sale Agent. Proceeds from the sale of all New RTG Shares and New RTG Options under the Sale Facility are to be pooled and the Scheme Shareholders and Scheme Optionholders who were entitled to those New RTG Shares and New RTG Options will receive their share of net proceeds (based on their respective entitlements to New RTG Shares and New RTG Options issued to the Sale Agent) after deductions for any costs, applicable taxes, charges and currency conversion costs. Sale proceeds under the Sale Facility received in Canadian dollars will be converted into Australian dollars prior to distribution to the applicable Scheme Shareholders and Scheme Optionholders.
The Sale Agent may appoint a broker to assist it with the sale of the New RTG $(e)$ Shares and New RTG Options issued to it as Sale Agent.
A brokerage fee of up to 1% of the proceeds of the sale may be charged on $(f)$ the sale of New RTG Shares and New RTG Options.
The Sale Agent will have 8 weeks after the Share Scheme Meeting to sell the $(a)$ New RTG Shares and 8 weeks after the Option Scheme Meeting to sell the New RTG Options issued to it as Sale Agent and distribute the net proceeds and will be required to comply with all applicable securities laws.
The New RTG Shares and New RTG Options may only be sold in the ordinary $(h)$ course of trading on TSX or ASX, if available.
Any of the above key terms may be amended with the agreement of RTG and $(i)$ Sierra (acting reasonably).

660748_17.doc

Annexure 4 - Share Scheme

Share Scheme of Arrangement

HARDY.BOWEN

LAWYERSLAWYERSLevel 1, 28 Ord Street, West Perth 6005 Level 1, 28 Ord Street, west Perth 6005PO Box 1364, West Perth WA 6872Tel + 61 8 9211 3600 Fax + 61 8 9211 3690Our Ref - MPB:MCN:130470

Clause

Page No

1.	Definitions and interpretation
1.1	Definitions
1.2	Interpretation
13	Interpretation of inclusive expressions
1.4	Business Day
2.	Preliminary matters
3.	Conditions to the Share Scheme
4.	Implementation of the Share Scheme
41	Lodgement of Court orders
42	Transfer of Scheme Shares
43	Election Procedure
44	Provision of Share Scheme Consideration
4.5	Ineligible Foreign Shareholders
4.6	Small Shareholders
4.7	Sale Facility
4.8	Fractional entitlements
4.9	Adjustment for RTG Share Consolidation
5.	Issue and trading
6.	Dealings in Sierra Shares
7.	Quotation of Sierra Shares
8.	General provisions
8.1	Consent to amendments to the Share Scheme
8.2	Scheme Shareholders' agreements and warranties
8.3	Title to and rights in Scheme Shares
8.4	Appointment of sole proxy
8.5	Authority given to Sierra ……………………………………………………………………………………………
9.	General
9.1	Stamp duty
9.2	Consent
93	Notices
94	Governing law
9.5	Further action

$\mathbb{E}$

This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth)

Parties Sierra Mining Limited ACN 118 060 441 of Level 9, BGC Centre, 28 The Esplanade, Perth, Western Australia (Sierra)

and

The holders of fully paid ordinary shares in Sierra (other than Excluded Shareholders) recorded in the Sierra Share Register as at the Record Date (Scheme Shareholders).

$\mathbf{1}$ . Definitions and interpretation

$11$ Definitions

The meanings of the terms used in this Share Scheme are set out below.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691).

Business Day means a day in Perth that is not a Saturday, Sunday or public holiday and on which banks. ASX and TSX are open for trading.

CDI means CHESS Depositary Interest, being a unit of beneficial ownership in one New RTG Share or one New RTG Option (as the context requires) registered in the name of CDN.

CDN means CHESS Depositary Nominees Pty Limited ACN 071 346 506.

CHESS means the clearing house electronic sub-register system of share transfers operated by ASX Settlement Pty Ltd.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Federal Court of Australia, Perth Registry or such other court of competent jurisdiction under the Corporations Act agreed to in writing by RTG and Sierra.

DRS means the Direct Registration System.

Effective means:

when used in relation to the Share Scheme, the coming into effect, under $(a)$ section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Share Scheme; and
$(b)$ when used in relation to the Option Scheme, the coming into effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Option Scheme.

Effective Date means, when used in relation to the Share Scheme or Option Scheme, the date on which the Share Scheme or Option Scheme becomes Effective (as the context requires).

Election Date means 5.00pm on the fifth Business Day after the Effective Date.

End date means 31 July 2014.

Implementation Date means the fifth Business Day after the Record Date, or such other day as the parties agree.

Ineligible Foreign Optionholder means a Scheme Optionholder whose address shown in the Sierra Option Register is a place outside Australia and its external territories, New Zealand or Canada unless RTG determines that it is lawful and not unduly onerous or impracticable to issue that Scheme Optionholder with New RTG Shares or New RTG Options in the form of CDIs when the Option Scheme becomes Effective.

New RTG Option means a right to acquire one unissued RTG Share, with an exercise price of C$0.15 and an expiry date 3 years after the date of issue, adjusted for the RTG Share Consolidation in accordance with clause 4.9, on the terms and conditions set out in section 6.3(a) of the Scheme Booklet and to be issued to Scheme Shareholders under the Share Scheme.

New RTG Share means a share in the capital of RTG to be issued to Scheme Shareholders under the Share Scheme.

Option Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act between Sierra and the Scheme Optionholders under which the Scheme Optionholders will receive the Option Scheme Consideration, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by RTG and Sierra.

Option Scheme Consideration means two New RTG Shares in the form of CDIs for every one Scheme Option held and two New RTG Options in the form of CDIs for every nine Sierra Options held on the Record Date, adjusted for the RTG Share Consolidation in accordance with clause 4.9 of the Option Scheme and subject to the terms of the Option Scheme.

Record Date means 5.00pm on the third Business Day after the Effective Date.

Registered Address has the meaning given in clause 4.7(e)(i).

RTG means RTG Mining Inc. of Level 2, 338 Barker Road, Subiaco, Western Australia.

RTG Group means RTG and each of its subsidiaries and a reference to a 'RTG Group Member' or a 'member of the RTG Group' is to RTG or any of its subsidiaries.

RTG Register means the register of shareholders or optionholders (as applicable) maintained by RTG or its agent.

RTG Registry means Computershare Investor Services Pty Ltd ACN 078 279 277 or Computershare Trust Company of Canada (as applicable) who assist RTG maintain the RTG Register.

RTG Share means a share in the capital of RTG.

RTG Share Consolidation means the consolidation of every ten RTG shares on issue into one consolidated RTG share, conditional on the Share Scheme becoming Effective

Sale Agent means RTG or a person or persons appointed by RTG to sell the New RTG Shares and New RTG Options that are attributable to:

Ineligible Foreign Shareholders; $(a)$
$(b)$ Ineligible Foreign Optionholders; and
$(c)$ Small Shareholders or Small Optionholders who do not elect to withdraw from participating in the Sale Facility under the terms of the Share Scheme or Option Scheme.

Sale Facility means the sale facility provided for in clause 4.7.

Sale Facility Election Form means an election form for the purposes of a Small Shareholder making an election under clause 4.3(b)(ii).

Sale Facility Participant means:

each Small Shareholder who has not made an election to withdraw form $(a)$ participating in the Sale Facility under clause 4.3(b)(ii) of the Share Scheme;
each Small Optionholder who has not made an election to withdraw from $(b)$ participating in the Sale Facility under clause 4.3(b)(ii) of the Option Scheme;
$(c)$ each Ineligible Foreign Shareholder; and
$(d)$ each Ineligible Foreign Optionholder,

in respect of whom New RTG Shares and New RTG Options are issued to the Sale Agent as nominee in trust in the circumstances referred to in clause 4.7(a).

Sale Facility Securities has the meaning given in clause 4.7(a).

Scheme Booklet as defined in the Scheme Implementation Deed.

Scheme Implementation Deed means the implementation deed dated 24 February 2014 between Sierra and RTG relating to the implementation of the Share Scheme and Option Scheme.

Scheme Optionholder means the holders of Sierra Options recorded on the Sierra Option Register as at the Record Date.

Scheme Share means a Sierra Share held by a Scheme Shareholder at 5.00pm on the Record Date.

Scheme Shareholder means a holder of fully paid ordinary shares in Sierra (other than Excluded Shareholders) recorded in the Sierra Share Register as at the Record Date.

Second Court Date means the first day on which an application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Share Scheme is heard.

Share Election Form means an election form for the purposes of a Scheme Shareholder making an election under clause 4.3(b)(i).

Share Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act between Sierra and the Scheme Shareholders under which Scheme Shareholders will receive the Share Scheme Consideration, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by RTG and Sierra.

Share Scheme Consideration means three New RTG Shares in the form of CDIs for every one Scheme Share held and one New RTG Option in the form of CDIs for every three Scheme Shares held, adjusted for the RTG Share Consolidation in accordance with clause 4.9 and subject to the terms of this Share Scheme.

Share Scheme Deed Poll means the deed poll under which RTG covenants in favour of the Scheme Shareholders to perform its obligations under the Share Scheme.

Sierra Option means an ASX listed option to acquire one unissued Sierra Share.

Sierra Option Register means the register of Sierra Optionholders maintained in accordance with the Corporations Act.

Sierra Registry means Computershare Investor Services Pty Ltd ACN 078 279 277 who assist Sierra maintain the Sierra Share Register and Sierra Option Register.

Sierra Share means a fully paid ordinary share in Sierra.

Sierra Share Register means the register of members of Sierra maintained in accordance with the Corporations Act.

Sierra Shareholder means a person who is registered as the holder of a Sierra Share.

Small Optionholder means a Scheme Optionholder who is entitled to receive an aggregate of 9,000 or less New RTG Shares under the Option Scheme and the Share Scheme (if applicable).

Small Shareholder means a Scheme Shareholder who is entitled to receive an aggregate of 9,000 or less New RTG Shares under this Share Scheme and the Option Scheme (if applicable).

Trading Day means a day on which the ASX or TSX is open for trading.

TSX means the Toronto Stock Exchange.

$1.2$ Interpretation

In this Share Scheme:

$(a)$ Headings and bold type are for convenience only and do not affect the interpretation of this Share Scheme.
The singular includes the plural and the plural includes the singular. $(b)$
$(c)$ Words of any gender include all genders.
Other parts of speech and grammatical forms of a word or phrase defined in $(d)$ this Share Scheme have a corresponding meaning.
An expression importing a person includes any company, partnership, joint $(e)$ venture, association, corporation or other body corporate and any Government Agency as well as an individual.
$(f)$ A reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this agreement and a reference to this agreement includes any schedule, attachment and exhibit.
A reference to any legislation includes all delegated legislation made under it $(a)$ and amendments, consolidations, replacements or re-enactments of any of them.
A reference to a document (including this Share Scheme) includes all $(h)$ amendments or supplements to, or replacements or novations of, that document
A reference to '$', 'A$' or 'dollar' is to Australian currency. $(i)$
$(i)$ A reference to 'C$' is to the lawful currency of Canada.
$(k)$ A reference to any time is a reference to that time in Perth.
A term defined in or for the purposes of the Corporations Act has the same $(1)$ meaning when used in this Share Scheme.
$(m)$ A reference to a party to a document includes that party's successors and permitted assignees.
No provision of this Share Scheme will be construed adversely to a party $(n)$ because that party was responsible for the preparation of this Share Scheme or that provision.
A reference to a body, other than a party to this Share Scheme (including an $(0)$ institute, association or authority), whether statutory or not:
- $(i)$ which ceases to exist; or
- whose powers or functions are transferred to another body, $(ii)$

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

$1.3$ Interpretation of inclusive expressions

Specifying anything in this Share Scheme after the words 'include' or 'for example' or similar expressions does not limit what else is included.

$1.4$ Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

$2.$ Preliminary matters

$(a)$ Sierra is a public company registered in Western Australia, Australia.
$(b)$ As at 27 February 2014 there are:
- $\overline{0}$ 232,854,663 Sierra Shares on issue;
- $(ii)$ 31,970,363 Sierra Options on issue; and
- $(iii)$ 12,016,667 unlisted Sierra options on issue.
$(c)$ RTG is a company governed under the laws of the British Virgin Islands.
$(d)$ If the Share Scheme becomes Effective:
- $\ddot{\Omega}$ RTG will provide the Share Scheme Consideration to Scheme Shareholders in accordance with the Share Scheme; and
- $(i)$ all the Scheme Shares, and all the rights and entitlements attaching to them as at the Implementation Date, will be transferred to RTG and Sierra will enter the name of RTG in the Sierra Share Register in respect of the Scheme Shares.
Sierra and RTG have agreed, by executing the Scheme Implementation Deed, $(e)$ to implement the Share Scheme.
$(f)$ RTG has agreed, by executing the Share Scheme Deed Poll, to perform its obligations under this Share Scheme, including the obligation to provide or procure the provision of the Share Scheme Consideration to the Scheme Shareholders.

3. Conditions to the Share Scheme

$(a)$ This Share Scheme is conditional on:
- $\omega$ all the conditions in clause 3.1 of the Scheme Implementation Deed (other than the condition precedent in clause 3.1(f) of the Scheme Implementation Deed, relating to Court approval of this Share Scheme) having been satisfied or waived in accordance with the terms of the Scheme Implementation Deed by 8.00am on the Second Court Date:
- $(ii)$ approval of this Share Scheme by the Court pursuant to section 411(4)(b) of the Corporations Act; and

$(iii)$ the Scheme Implementation Deed not having been terminated by either party to that deed before 8.00am on the Second Court Date.
The satisfaction of the conditions precedent in clause 3(a) is a condition $(b)$ precedent to the operation of clause 4.
The Share Scheme will lapse and be of no further force or effect if the $(c)$ Effective Date does not occur on or before the End Date or any later date Sierra and RTG agree.
$(d)$ Sierra and RTG will provide to the Court at the Second Court Date a certificate confirming (in respect of matters within their knowledge) whether or not the conditions precedent in the Scheme Implementation Deed and this Share Scheme (other than the condition precedent in clause 3.1(f) of the Scheme Implementation Deed) have been satisfied or waived. The certificate constitutes conclusive evidence that such conditions precedent are satisfied. waived or taken to be waived.

4 Implementation of the Share Scheme

$4.1$ Lodgement of Court orders

Sierra will lodge with ASIC office copies of the Court orders under section 411(10) of the Corporations Act approving the Share Scheme by 5.00pm on the first Business Day after the day on which the Court approves the Share Scheme.

$4.2$ Transfer of Scheme Shares

On the Implementation Date:

subject to the provision of the Share Scheme Consideration in the manner $(a)$ contemplated by clause 4.4, all of the Scheme Shares, together with all rights and entitlements attaching to them as at the Implementation Date, will be transferred to RTG, without the need for any further act by any Scheme Shareholder, by:
- Sierra delivering to RTG duly completed and executed share transfer $(i)$ forms (or a master share transfer form) to transfer all the Scheme Shares to RTG; and
- $(ii)$ RTG duly executing the share transfer forms (or master share transfer form), attending to the stamping of the share transfer forms (or master share transfer form) (if required) and delivering the share transfer forms (or master share transfer form) to Sierra for registration; and
immediately after receipt of the share transfer forms (or master share transfer $(b)$ form) in accordance with clause 4.2(a)(ii). Sierra must enter, or procure the entry of, the name of RTG in the Sierra Share Register in respect of all the Scheme Shares

Election Procedure $4.3$

Subject to clauses 4.3(b), 4.5, 4.6 and 4.8, a Scheme Shareholder will receive $(a)$ the Share Scheme Consideration. A Scheme Shareholder who wishes to

$\overline{7}$

receive New RTG Shares and New RTG Options in the form of CDIs listed on ASX does not need to make an election under clause 4.3(b).

$(b)$ Subject to the remaining provisions of this clause 4.3 and clauses 4.5 and 4.6:

$($ i each Scheme Shareholder will be entitled to elect to receive New RTG Shares and New RTG Options listed on TSX rather than New RTG Shares and New RTG Options in the form of CDIs listed on ASX, by completing the Share Election Form and returning it to the address specified in the Share Election Form so that it is received by the Election Date: and
$(ii)$ each Small Shareholder who does not wish to participate in the Sale Facility and wishes to receive the Share Scheme Consideration, must make an election to withdraw from participating in the Sale Facility by completing the Sale Facility Election Form, indicating whether they wish to receive New RTG Shares and New RTG Options in the form of CDIs listed on ASX or New RTG Shares and New RTG Options listed on TSX, and returning it to the address specified in the Sale Facility Election Form so that it is received by the Election Date.
A Small Shareholder who does not make an election under clause 4.3(b)(ii), $(c)$ will have their Share Scheme Consideration dealt with in accordance with clauses 4.6, 4.7 and 4.8
$(d)$ An Ineligible Foreign Shareholder is not entitled to make any election pursuant to clause 4.3(b) and any election purportedly made by it will be invalid. Ineligible Foreign Shareholders will have their Share Scheme Consideration dealt with in accordance with clauses 4.5, 4.7 and 4.8.
$(e)$ An election under clause 4.3(b) must be made in accordance with the terms and conditions on the Share Election Form or Sale Facility Election Form, as the case may be.
$(f)$ A Scheme Shareholder (who is not a Sale Facility Participant) who does not make a valid election pursuant to clause 4.3(b)(i) will be deemed to have elected to receive New RTG Shares and New RTG Options in the form of CDIs listed on ASX.
Subject to clause 4.3(h), a valid election made or deemed to be made by a $(a)$ Scheme Shareholder under this clause 4.3 will be deemed to apply in respect of the Scheme Shareholder's entire holding of Scheme Shares, regardless of whether the Scheme Shareholder's holding of Scheme Shares is greater or less than the Scheme Shareholder's holding at the time it made its election.
$(h)$ A Scheme Shareholder (other than an Ineligible Foreign Shareholder and a Small Shareholder) who is noted on the Sierra Share Register as holding one or more parcels of Sierra Shares as trustee or nominee for, or otherwise on account of, another person may not make separate elections under clauses 4.3(b)(i) or 4.3(b)(ii) in relation to each of those parcels of Sierra Shares.
$(i)$ A Scheme Shareholder may vary or withdraw any election made by it under this clause 4.3 by the Election Date. To vary such an election, a Scheme Shareholder must lodge a replacement Share Election Form or Sale Facility Election Form, as the case may be, by the Election Date. To withdraw such an

election, a Scheme Shareholder must follow the procedure set out in the Scheme Booklet, Share Election Form or Sale Facility Election Form.

Subject to clause 4.3(k), an election which is not made or deemed to have $\langle$ j been made in accordance with this clause 4.3 will not be a valid election for the purpose of this Share Scheme and will not be recognised by Sierra or RTG for any purpose.
$(k)$ Sierra may, with the agreement of RTG, settle as it thinks fit any difficulty, matter of interpretation or dispute which may arise in connection with determining the validity of any election, and any such decision will be conclusive and binding on Sierra, RTG and the relevant Scheme Shareholder.

4.4 Provision of Share Scheme Consideration

Subject to clauses 4.4(d), 4.5, 4.6, 4.8 and 4.9, the obligation of RTG to provide the Share Scheme Consideration to Scheme Shareholders will be satisfied by RTG:

in the case of Share Scheme Consideration that is required to be provided to $(a)$ Scheme Shareholders in the form of New RTG Shares and New RTG Options listed on TSX, by RTG procuring that:
- the name and address of each such Scheme Shareholder is entered $(i)$ into the RTG Register on the Implementation Date in respect of the New RTG Shares and New RTG Options to which it is entitled under this clause 4: and
- a DRS advice is sent to the Registered Address of each such $(ii)$ Scheme Shareholder representing the number of New RTG Shares and New RTG Options issued to the Scheme Shareholder pursuant to this Share Scheme:
$(b)$ in the case of Share Scheme Consideration that is required to be provided to Scheme Shareholders as New RTG Shares and New RTG Options in the form of CDIs listed on ASX, by RTG:
- issuing to CDN to be held on trust that number of New RTG Shares $(i)$ and New RTG Options that will enable CDN to issue CDIs as envisaged by clause 4.4(b)(iii) on the Implementation Date;
- procuring that the name and address of CDN is entered into the RTG $(ii)$ Register in respect of those New RTG Shares and New RTG Options on the Implementation Date and that a DRS advice in the name of CDN representing those New RTG Shares and New RTG Options is sent to CDN;
- procuring that on the Implementation Date, CDN issues to each such $(iii)$ Scheme Shareholder the number of CDIs to which it is entitled under this clause 4:
- procuring that on the Implementation Date, the name of each such $(iv)$ Scheme Shareholder is entered in the records maintained by CDN as the holder of the CDIs issued to that Scheme Shareholder on the Implementation Date;

$\ddot{Q}$

in the case of each such Scheme Shareholder who held Scheme $(v)$ Shares on the CHESS subregister - procuring that the CDIs are held on the CHESS subregister on the Implementation Date and sending or procuring the sending of a CDI holding statement to each such Scheme Shareholder which sets out the number of CDIs held on the CHESS subregister by that Scheme Shareholder; and
$(vi)$ in the case of each such Scheme Shareholder who held Scheme Shares on the issuer sponsored subregister - procuring that the CDIs are held on the issuer sponsored subregister on the Implementation Date and sending or procuring the sending of a CDI holding statement to each such Scheme Shareholder which sets out the number of CDIs held on the issuer sponsored subregister by that Scheme Shareholder:
in the case of Share Scheme Consideration that is required to be dealt with as $(c)$ a result of the operation of clauses 4.5 and 4.6, by RTG procuring that:
- $\left($ 0 the name and registered address of the Sale Agent, as nominee in trust for the Sale Facility Participants, is entered into the RTG Register on the Implementation Date in respect of the New RTG Shares and New RTG Options required to be issued to it under this clause 4:
- $(ii)$ a holding statement or DRS advice (or equivalent document) in the name of the Sale Agent, as nominee in trust for the Sale Facility Participants, is sent to the Sale Agent representing the number of New RTG Shares and New RTG Options so issued to it;
- $(iii)$ the Sale Agent, as nominee in trust for the Sale Facility Participants, sells those New RTG Shares and New RTG Options on behalf of the Sale Facility Participants, and pays the net proceeds to the RTG Registry, in trust for the Sale Facility Participants, in accordance with clause 4.7: and
- $(iv)$ the RTG Registry pays the net proceeds on to the Sale Facility Participants in accordance with clause 4.7; and
$(d)$ in the case of joint holders of Scheme Shares:
- the New RTG Shares, New RTG Options or CDIs to be issued under $(i)$ this Share Scheme will be issued to and registered in the names of the joint holders;
- $(ii)$ any cheque required to be sent under this Share Scheme will be made payable to the joint holders and sent to the holder whose name appears first in the Sierra Share Register; and
- $(iii)$ any other document required to be sent under this Share Scheme, will be forwarded to the holder whose name appears first in the Sierra Share Register as at the Record Date.

$4.5$ Ineligible Foreign Shareholders

RTG will be under no obligation to issue any New RTG Shares, New RTG Options or CDIs under this Share Scheme to any Ineligible Foreign Shareholders and must

instead procure that the number of New RTG Shares and New RTG Options that would have been issued to an Ineligible Foreign Shareholder are dealt with on behalf of the Ineligible Foreign Shareholder in accordance with clauses 4.7 and 4.8.

4.6 Small Shareholders

Unless a Small Shareholder makes a valid election under clause 4.3(b)(ii), a Small Shareholder will be deemed to participate in the Sale Facility. RTG will be under no obligation to issue any New RTG Shares, New RTG Options or CDIs under this Share Scheme to any Small Shareholder and must instead procure that the number of New RTG Shares and New RTG Options that would have been issued to a Small Shareholder are dealt with on behalf of the Small Shareholder in accordance with clauses 4.7 and 4.8.

4.7 Sale Facility

New RTG Shares and New RTG Options that: $(a)$
- but for an election by a Small Shareholder under clause 4.3(b)(ii), are $(i)$ required to be dealt with under this clause by virtue of clause 4.6 (rounded to the nearest whole number in accordance with clause $4.8$ ); or
- $(i)$ are required to be dealt with under this clause by virtue of clause 4.5 (rounded to the nearest whole number in accordance with clause $(4.8)$ ,

must be issued by RTG to the Sale Agent, as nominee in trust for the Sale Facility Participants, on the Implementation Date (rounded, if necessary to the nearest whole number in accordance with clause 4.8) (together with the New RTG Shares and New RTG Options to be issued by RTG to the Sale Agent, as nominee in trust for the Sale Facility Participants, on the Implementation Date under clause 4.7(a) of the Option Scheme, the Sale Facility Securities) and subsequently sold in accordance with the remaining provisions of this clause 4.7.

The Sale Facility will only be available in respect of New RTG Shares and $(b)$ New RTG Options issued to the Sale Agent, as nominee in trust for the Sale Facility Participants, in the circumstances referred to in clause 4.7(a). Any purported election by a Scheme Shareholder to participate in the Sale Facility in any other circumstances will be invalid and not recognised for any purpose.
$(c)$ RTG must procure that the Sale Agent:
- within 8 weeks after the date of the Implementation Date, sells the $(i)$ Sale Facility Securities on the ASX and/or TSX in the ordinary course of trade and otherwise in such manner, including selling the Sale Facility Securities in one or more lots, at such price or prices and on such other terms as the Sale Agent determines in good faith;
- deducts from the C$ or A$ gross proceeds of such sale of all Sale $(ii)$ Facility Securities any taxes and costs (including brokerage of up to 1%) applicable to those Sale Facility Securities;
- $(iii)$ within 5 Trading Days after the last sale of the Sale Facility Securities is completed under (i) above, arranges for the conversion of the net

proceeds of all such sales in C$ referred to in (ii) above from C$ to AS; and

within one Trading Day after conversion of those net proceeds to A$ $(iv)$ under (iii) above, pays that A$ amount (after having deducted any applicable currency conversion costs) to the RTG Registry, in trust for the Sale Facility Participants, by telegraphic transfer of clear funds to an A$ account nominated by the RTG Registry.
$(d)$ Within 7 Business Days after the date on which the Sale Agent remits the A$ amount referred to in clause 4.7(c)(iv) to the RTG Registry, RTG will cause the RTG Registry to pay to each Sale Facility Participant their pro-rata share of the A$ amount referred to in clause 4.7(c)(iv), being the proportion which the number of Sale Facility Securities attributable to them bears the total number of Sale Facility Securities. The amount payable to each Sale Facility Participant under this clause will, if necessary, be rounded down to the nearest whole cent, and any part of the A$ amount referred to in clause 4.7(c)(iv) remaining after such rounding will be paid by the RTG Registry to a charity nominated by RTG.
Sale Facility Participants agree that the amount referred to in clause 4.7(d) $(e)$ may be paid by the Sale Agent doing any of the following at the Sale Agent's election:
- $\overline{0}$ sending a cheque or money order for that amount (after having deducted any applicable taxes) by pre-paid post (or pre-paid airmail if the address is outside Australia) to the Sale Facility Participant's address as shown in the Sierra Share Register as at the Record Date (the Registered Address);
- $(ii)$ depositing that amount into an account with any bank notified to Sierra (or any agent of Sierra) by an appropriate written authority from the Sale Facility Participant, whether in A$ or after having arranged for the conversion of that amount into a currency other than AS in accordance with the written authority from the Sale Facility Participant, and after having deducted any applicable taxes or currency conversion costs; or
- $(iii)$ in the event that a Sale Facility Participant does not have a Registered Address or the RTG Registry believes a Sale Facility Participant is not known at its Registered Address, and no account has been notified in accordance with clause 4.7(e)(ii) or a deposit into such an account is rejected or refunded, the RTG Registry must hold the amount on trust until the Sale Facility Participant claims the amount (in which case the RTG Registry may pay that amount in accordance with (i) or (ii) above) or the amount is dealt with in accordance with unclaimed money legislation. Any benefit accruing from the amount while it is held on trust will be to the benefit of Sierra. An amount credited to the account is to be treated as having been paid to the Sale Facility Participant. Sierra must procure that records are maintained of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts.
$(f)$ Payment by the RTG Registry to a Sale Facility Participant in accordance with this clause 4.7 satisfies in full the Sale Facility Participant's right to Share Scheme Consideration.

None of Sierra, RTG, the Sale Agent or the RTG Registry gives any $(a)$ assurance as to the price that will be achieved for the sale of the Sale Facility Securities by the Sale Agent. The sale of the Sale Facility Securities under this clause 4.7 will be at the risk of the Sale Facility Participant.

4.8 Fractional entitlements

Where the calculation of the number of New RTG Shares, New RTG Options or CDIs to be issued to a particular Scheme Shareholder would result in the issue of a fraction of a New RTG Share. New RTG Option or CDI, the fractional entitlement will be rounded up or down to the nearest whole number, with entitlements to half of a New RTG Share, New RTG Option or CDI rounded down.

4.9 Adjustment for RTG Share Consolidation

Notwithstanding any other clause of this Share Scheme:

If the RTG Share Consolidation becomes effective prior to the issue of the $(a)$ Share Scheme Consideration, the Share Scheme Consideration will be adjusted to:
- $(i)$ three New RTG Shares (on a consolidated basis) for every ten Scheme Shares held; and
- $(ii)$ one New RTG Option (on a consolidated basis) for every 30 Scheme Share held.
The RTG Share Consolidation will not otherwise affect the operation of the $(b)$ Share Scheme (including, without limitation, clauses 4.5, 4.6 and 4.8).
The New RTG Options issued on a consolidated basis will have an exercise $(c)$ price of C$1.50.

5. Issue and trading

$(a)$ The New RTG Shares, New RTG Options and RTG Shares issued upon the exercise of a New RTG Option will be duly and validly issued in accordance with the laws of the British Virgin Islands and RTG's articles of association and memorandum of association.
The RTG Shares issued upon exercise of a New RTG Option will be issued $(b)$ fully paid and will rank equally in all respects with all other RTG Shares then issued and outstanding.
The Scheme Shareholders agree to be bound by RTG's articles of association $(c)$ and memorandum of association.
$(d)$ Each Scheme Shareholder shall be deemed to have irrevocably appointed RTG and each of its directors and officers jointly and severally) as its attorneys for the purpose of executing any form of application, letter of transmittal or other instruments or documents required for the New RTG Shares, New RTG Options and CDIs.

6. Dealings in Sierra Shares

To establish the identity of the Scheme Shareholders, dealings in Sierra $(a)$ Shares will only be recognised if:
- $(i)$ in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Sierra Share Register as the holder of the relevant Sierra Shares by the Record Date; and
- $(ii)$ in all other cases, registrable transmission applications or transfers in respect of those dealings are received on or before the Record Date at the place where the Sierra Share Register is kept.
$(b)$ Sierra must register registrable transmission applications or transfers of the kind referred to in clause 6(a)(ii) by the Record Date (provided that, for the avoidance of doubt, nothing in this clause 6(b) requires Sierra to register a transfer that would result in a Sierra Shareholder holding a parcel of Sierra Shares that is less than a 'marketable parcel' (as defined in the Market Rules of ASX)).
$(c)$ If the Share Scheme becomes Effective, a holder of Scheme Shares (and any person claiming through that holder) must not dispose of or purport or agree to dispose of any Scheme Shares or any interest in them after the Record Date.
$(d)$ Sierra will not accept for registration or recognise for any purpose any transmission application or transfer in respect of Sierra Shares received after the Record Date.
For the purpose of determining entitlements to the Share Scheme $(e)$ Consideration, Sierra must maintain the Sierra Share Register in accordance with the provisions of this clause 5(d) until the Share Scheme Consideration has been paid to the Scheme Shareholders. The Sierra Share Register in this form will solely determine entitlements to the Share Scheme Consideration.
$(f)$ All statements of holding for Sierra Shares will cease to have effect from the Record Date as documents of title in respect of those shares and, as from that date, each entry current at that date on the Sierra Share Register will cease to have effect except as evidence of entitlement to the Share Scheme Consideration in respect of the Sierra Shares relating to that entry.
As soon as possible on or after the Record Date, and in any event within one $(a)$ Business Day after the Record Date, Sierra will ensure that details of the names, Registered Addresses and holdings of Sierra Shares for each Scheme Shareholder and details of all Share Election Forms and Sale Facility Election Forms validly submitted and not revoked are available to RTG in the form RTG reasonably requires.

$\overline{7}$ Quotation of Sierra Shares

Sierra will apply to ASX to suspend trading on ASX in Sierra Shares from the $(a)$ close of trading on the day Sierra notifies ASX that the Court has approved the Share Scheme under section 411(4)(b) of the Corporations Act.
On a date after the Implementation Date to be determined by RTG, Sierra will $(b)$ apply:

$(i)$ for termination of the official quotation of Sierra Shares on ASX: and
to have itself removed from the official list of ASX. $(ii)$

8. General provisions

$8.1$ Consent to amendments to the Share Scheme

If the Court proposes to approve the Share Scheme subject to any alterations or conditions, Sierra may by its counsel consent on behalf of all persons concerned to those alterations or conditions to which RTG has consented.

$8.2$ Scheme Shareholders' agreements and warranties

Each Scheme Shareholder:

agrees to transfer to RTG their Sierra Shares in accordance with the Share $(a)$ Scheme and agrees to the variation, cancellation or modification of the rights attached to their Sierra Shares constituted by or resulting from the Share Scheme:
acknowledges that the Share Scheme binds all Scheme Shareholders: and $(b)$
is taken to have warranted to Sierra and RTG, and appointed and authorised $(c)$ Sierra as its attorney and agent to warrant to RTG that all their Sierra Shares (including any rights and entitlements attaching to those shares) which are transferred under the Share Scheme will, at the date of transfer, be fully paid and free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that they have full power and capacity to transfer their Sierra Shares to RTG together with any rights attaching to those shares. Sierra undertakes that it will provide such warranty to RTG as agent and attorney of each Scheme Shareholder.

$8.3$ Title to and rights in Scheme Shares

To the extent permitted by law, the Sierra Shares transferred under the Share $(a)$ Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise.
RTG will be beneficially entitled to the Sierra Shares transferred to it under the $(b)$ Share Scheme pending registration by Sierra of RTG in the Sierra Share Register as the holder of the Sierra Shares.

$8.4$ Appointment of sole proxy

Upon the Share Scheme becoming Effective, and until Sierra registers RTG as the holder of all Scheme Shares in the Sierra Share Register, each Scheme Shareholder:

$(a)$ is deemed to have appointed RTG as attorney and agent (and directed RTG in each such capacity) to appoint any director, officer, secretary or agent nominated by RTG as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders' meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any

shareholders' resolution, and no Scheme Shareholder may itself attend or vote at any of those meetings or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to this clause 8.4(a)); and

$(b)$ must take all other actions in the capacity of a registered holder of Scheme Shares as RTG reasonably directs.

8.5 Authority given to Sierra

$(a)$ Scheme Shareholders will be deemed to have authorised Sierra, and all its directors, officers and secretaries, to do and execute all acts, matters, things and documents on the part of each Scheme Shareholder necessary to implement the Share Scheme, including (without limitation) executing, as agent and attorney of each Scheme Shareholder, a share transfer form (or a master share transfer form) in relation to Scheme Shares as contemplated by clause 8.5(b).
$(b)$ Each Scheme Shareholder, without the need for any further act, irrevocably appoints Sierra and all of its directors, officers and secretaries jointly and severally) as its attorney and agent for the purpose of executing any document necessary to give effect to the Share Scheme including without limitation, a proper instrument of transfer of its Scheme Shares for the purposes of section 1071B of the Corporations Act which may be a master transfer of all the Scheme Shares.

9. General

$9.1$ Stamp duty

RTG will pay all stamp duty payable in connection with the transfer of Sierra Shares to RTG.

$9.2$ Consent

The Scheme Shareholders consent to Sierra doing all things necessary or incidental to the implementation of the Share Scheme.

9.3 Notices

If a notice, transfer, transmission application, direction or other communication referred to in the Share Scheme is sent by post to Sierra, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Sierra registered office or at the office of the Sierra Registry.

9.4 Governing law

The Share Scheme is governed by the laws in force in Western Australia. $(a)$
$(b)$ Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Share Scheme. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

Annexure 5 - Share Scheme Deed Poll

Share Scheme Deed Poll

HARDY.BOWEN

LAWYERSLevel 1, 28 Ord Street, West Perth 6005 PO Box 1364, West Perth WA 6872 Tel + 61 8 9211 3600 Fax + 61 8 9211 3690 Our Ref - MPB:MCN:130470

Clause

Page No

1.	Definitions and interpretation
1.1	Definitions
1.2	Interpretation
1.3	Nature of deed poll

2.	Conditions to obligations
2.1	Conditions
2.2	Termination ………………………………………………………………………………………………
2.3	Consequences of termination

3.	Consideration under the Share Scheme
3.1	Undertaking to issue Scheme Consideration
3.2	Shares to rank equally
3.3	Shares and Options Transferable


4.	Warranties

5.	Continuing obligations
6.
61	General
6.2	Notices ………………………………………………………………………………………………
6.3	Stamp duty
	Governing law and jurisdiction
6.4	Waiver
6.5	Variation ………………………………………………………………………………………………
6.66.7	Cumulative rights
	Assignment
6.8	Further action ………………………………………………………………………………………………

$\mathfrak{g}$

This deed poll is made this 8th day of

April

Parties	RTG Mining Inc. of Level 2, 338 Barker Road, Subiaco, Western Australia(RTG)
In favour of	the holders of fully paid ordinary shares in Sierra Mining Limited ACN 118060 441 (Sierra) as at the Record Date (Scheme Shareholders)

Recitals

A. Sierra and RTG have entered into the Scheme Implementation Deed.
B. In the Scheme Implementation Deed, RTG agreed to enter into this deed poll.
C. RTG is entering into this deed poll for the purpose of covenanting in favour of the Scheme Shareholders to perform its obligations under the Scheme Implementation Deed and the Share Scheme.

This deed poll provides

$\mathbf{1}$ Definitions and interpretation

$1.1$ Definitions

In this deed poll:

$(a)$ CDI means a CHESS Depositary Interest, being a unit of beneficial ownership in one New RTG Share or one New RTG Option (as applicable) registered in the name of CDN:
Scheme Implementation Deed means the scheme implementation deed $(b)$ entered into between Sierra and RTG dated 24 February 2014;
Share Scheme means the scheme of arrangement under Part 5.1 of the $(c)$ Corporations Act between Sierra and the Scheme Shareholders, under which the Scheme Shareholders will receive the Share Scheme Consideration, in the form attached as Schedule 1 to this deed poll, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by RTG and Sierra; and
unless the context otherwise requires, terms defined in the Scheme $(d)$ Implementation Deed or the Share Scheme have the same meaning when used in this deed poll.

$1.2$ Interpretation

Clause 1.2 of the Scheme Implementation Deed applies to the interpretation of this deed poll, except that references to "Scheme Implementation Deed" or "Deed" are to be read as references to "deed poll".

661400_11_Share Scheme Deed Poll - Sierra Mining Limited.DOCX

$1.3$ Nature of deed poll

RTG acknowledges that this deed poll may be relied on and enforced by any Scheme Shareholder in accordance with its terms even though the Scheme Shareholders are not party to it.

$2.$ Conditions to obligations

$2.1$ Conditions

The obligations of RTG under this deed poll are subject to the Share Scheme becoming Effective.

$2.2$ Termination

The obligations of RTG under this deed poll to Scheme Shareholders will automatically terminate and the terms of this deed poll will be of no further force or effect if:

the Scheme Implementation Deed is terminated in accordance with its terms; $(a)$ or
$(b)$ the Share Scheme is not Effective by the End Date.

$2.3$ Consequences of termination

If this deed poll is terminated under clause 2.2, in addition and without prejudice to any other rights, powers or remedies available to it:

$(a)$ RTG is released from its obligations to further perform this deed poll except those obligations under clause 6.2; and
each Scheme Shareholder retains any rights they have against RTG in $(b)$ respect of any breach of this deed poll which occurred before it was terminated.

Consideration under the Share Scheme $3.$

$3.1$ Undertaking to issue Scheme Consideration

Subject to clause 2, RTG undertakes in favour of each Scheme Shareholder to:

$(a)$ provide or procure the provision of the Scheme Consideration, adjusted for the RTG Share Consolidation, to each Scheme Shareholder in accordance with the terms of the Share Scheme; and
undertake all other actions attributed to it under the Share Scheme. $(b)$

subject to and in accordance with the Share Scheme.

$3.2$ Shares to rank equally

RTG covenants in favour of each Scheme Shareholder that:

the New RTG Shares which are issued to each Scheme Shareholder and $(a)$ CDN in accordance with the Share Scheme will:

$\mathfrak{p}$

$(1)$ rank equally with all existing RTG Shares; and
$(ii)$ be issued fully paid and free from any mortgage, charge, lien, encumbrance or other security interest; and
$(b)$ the Underlying Shares will, when issued, by fully paid and free from all security interests and third party rights and will, from the date of issue, rank equally with all other RTG Shares then on issue.

$3.3$ Shares and Options Transferable

RTG covenants in favour of each Scheme Shareholder that each of the following:

New RTG Shares: $(a)$
$(b)$ New RTG Shares in the form of CDIs;
New RTG Options; $(c)$
New RTG Options in the form of CDIs; and $(d)$
Underlying Shares, $(e)$

will be freely transferrable upon their issue, in accordance with applicable securities laws.

$\Delta$ Warranties

RTG represents and warrants that:

it is a corporation validly existing under the laws of the British Virgin Islands; $(a)$
$(b)$ it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by this deed poll;
it has taken all necessary corporate action to authorise its entry into this deed $(c)$ poll and has taken or will take all necessary corporate action to authorise the performance of this deed poll and to carry out the transactions contemplated by this deed poll; and
$(d)$ this deed poll is valid and binding on it.

5. Continuing obligations

This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until:

RTG has fully performed its obligations under this deed poll; or $(a)$
the earlier termination of this deed poll under clause 2.2. $(b)$

General 6.

$6.1$ Notices

$(a)$ A notice or other communication in respect of this deed poll (Notice) must be in writing and delivered by hand or sent by pre-paid post or fax to RTG at the address or the fax number for RTG set out below or as otherwise specified by RTG by Notice:

Attention:	Hannah Hudson
Address:	Level 2, 338 Barker Road, Subiaco, WesternAustralia
Fax no:	+618 6489 2920

Copy to
Attention:	Justine Magee
Address:	Level 2, 338 Barker Road, Subiaco, WesternAustralia
Fax no:	+618 6489 2920

A Notice to or by RTG must be in legible writing and in English. $(b)$
$(c)$ A Notice must be signed by the person giving the Notice or by a person duly authorised by that person.
$(d)$ Email or similar electronic means of communication must not be used to give Notices in respect of this deed poll.
A Notice sent by post is regarded as given and received on the second $(e)$ Business Day following the date of postage.
A fax is regarded as given and received on production of a transmission report $(f)$ by the machine from which the fax was sent which indicates that the fax was sent in its entirety to the recipient's fax number, unless the recipient informs the sender that the Notice is illegible or incomplete within 4 hours of it being transmitted.
A Notice delivered or received other than on a Business Day or after 5.00pm $(q)$ (recipient's time) is regarded as received at 9.00am on the following Business Day and a Notice delivered or received before 9.00am (recipient's time) is regarded as received at 9.00am.

$6.2$ Stamp duty

RTG will:

$(a)$ pay all stamp duties and any related fines and penalties in respect of the Share Scheme and this deed poll, the performance of this deed poll and each transaction effected by or made under the Share Scheme and this deed poll; and

$\overline{A}$

indemnify each Scheme Shareholder against any liability arising from failure to $(b)$ comply with clause 6.2(a).

6.3 Governing law and jurisdiction

This deed poll is governed by the law in force in Western Australia. $(a)$
$(b)$ RTG irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed. RTG irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

6.4 Waiver

RTG may not rely on the words or conduct of any Scheme Shareholder as a waiver of any right unless the waiver is in writing and signed by the Scheme Shareholder granting the waiver.

6.5 Variation

A provision of this deed poll may not be varied unless the variation is agreed to by Sierra, and the Court indicates that the variation would not of itself preclude approval of the Share Scheme, in which event RTG will enter into a further deed poll in favour of the Scheme Shareholders giving effect to the variation.

6.6 Cumulative rights

The rights, powers and remedies of RTG and the Scheme Shareholders under this deed poll are cumulative and do not exclude any other rights, powers or remedies provided by law independently of this deed poll.

6.7 Assignment

The rights created by this deed poll are personal to RTG and each Scheme $(a)$ Shareholder and must not be dealt with at law or in equity without the prior written consent of RTG.
Any purported dealing in contravention of clause 6.7(a) is invalid. $(b)$

6.8 Further action

RTG must, at their own expense, do all things and execute all documents necessary to give effect to this deed poll.

Annexure 6 - Option Scheme

Option Scheme of Arrangement

HARDY.BOWEN

LAWYERS Level 1, 28 Ord Street, West Perth 6005 PO Box 1364, West Perth WA 6872 Tel + 61 8 9211 3600 Fax + 61 8 9211 3690Our Ref - MPB:MCN:130470

Clause

Page No

1.	Definitions and interpretation
1.1	Definitions
1.2	Interpretation
1.3	Interpretation of inclusive expressions
1.4	Business Day
2.	Preliminary matters
3.	Conditions to the Option Scheme
4.	Implementation of the Option Scheme
4.1	Lodgement of Court orders
4.2	Transfer of Scheme Options
4.3	Election Procedure
4.4	Provision of Option Scheme Consideration
4.5	Ineligible Foreign Optionholders
4.6	Small Optionholders
4.7	Sale Facility
4.8	Fractional entitlements
4.9	Adjustment for RTG Share Consolidation
5.	Issue and trading
6.	Dealings in Sierra Options
6.1	Exercise prior to Share Scheme Record Date
6.2	Registration as holder of ordinary shares
6.3	Transfer of Sierra Options
6.4	Register
7.	Quotation of Sierra Options

8.
8.1	General provisions
8.2	Consent to amendments to the Option Scheme
8.3	Scheme Optionholders' agreements and warranties
8.4	Title to and rights in Scheme Options
8.5	Appointment of sole proxyAuthority given to Sierra
9.
9.1	General
92	Stamp duty
9.3	Consent
9.4	Notices Governing law

í.

This scheme of arrangement is made under section 411 of the Corporations Act 2001 $(Cth)$ .

Parties Sierra Mining Limited ACN 118 060 441 of Level 9, BGC Centre, 28 The Esplanade, Perth, Western Australia (Sierra)

and

The holders of Sierra Options recorded in the Sierra Option Register as at the Record Date (each a Scheme Optionholder)

$\mathbf{1}$ Definitions and interpretation

$1.1$ Definitions

The meanings of the terms used in this Option Scheme are set out below.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691).

Business Day means a day in Perth that is not a Saturday, Sunday or public holiday and on which banks, ASX and TSX are open for trading.

CDI means CHESS Depositary Interest, being a unit of beneficial ownership in one New RTG Share or one New RTG Option (as the context requires) registered in the name of CDN.

CDN means CHESS Depositary Nominees Pty Limited ACN 071 346 506.

CHESS means the clearing house electronic sub-register system of share transfers operated by ASX Settlement Pty Ltd.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Federal Court of Australia, Perth Registry or such other court of competent jurisdiction under the Corporations Act agreed to in writing by RTG and Sierra.

DRS means the Director Registration System.

Effective means:

when used in relation to the Share Scheme, the coming into effect, under $(a)$ section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Share Scheme; and
$(b)$ when used in relation to the Option Scheme, the coming into effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Option Scheme.

Effective Date means, when used in relation to the Share Scheme or Option Scheme, the date on which the Share Scheme or Option Scheme becomes Effective (as the context requires).

Election Date means 5.00pm on the fifth Business Day after the Effective Date.

End date means 31 July 2014.

Implementation Date means the fifth Business Day after the Record Date, or such other day as the parties agree.

Ineligible Foreign Optionholder means a Scheme Optionholder whose address shown in the Sierra Option Register is a place outside Australia and its external territories. New Zealand or Canada unless RTG determines that it is lawful and not unduly onerous or impracticable to issue that Scheme Optionholder with New RTG Shares or New RTG Options in the form of CDIs when the Option Scheme becomes Effective

Ineligible Foreign Shareholder means a Scheme Shareholder whose address shown in the Sierra Share Register is a place outside Australia and its external territories. New Zealand or Canada unless RTG determines that it is lawful and not unduly onerous or impracticable to issue that Scheme Shareholder with New RTG Shares and New RTG Options in the form of CDIs when the Share Scheme becomes Effective.

New RTG Option means a right to acquire one unissued RTG Share with an exercise price of C$0.15 and an expiry date 3 years after the date of issue, adjusted for the RTG Share Consolidation in accordance with clause 4.9, on the terms and conditions set out in section 6.3(a) of the Scheme Booklet and to be issued to Scheme Optionholders under the Option Scheme.

New RTG Share means a share in the capital of RTG to be issued to Scheme Optionholders under the Option Scheme.

Option Scheme Consideration means two New RTG Shares in the form of CDIs for every one Scheme Option held and two New RTG Options in the form of CDIs for every nine Scheme Options held on the Record Date, adjusted for the RTG Share Consolidation in accordance with clause 4.9 and subject to the terms of this Option Scheme

Option Scheme Deed Poll means the deed poll under which RTG covenants in favour of the Scheme Optionholders to perform its obligations under the Option Scheme.

Option Scheme Meeting means the meeting of Sierra Optionholders ordered by the Court to be convened under section 411(1) of the Corporations Act.

Record Date means 5.00pm on the third Business Day after the Effective Date.

Registered Address has the meaning given in clause 4.7(e)(i).

RTG means RTG Mining Inc. of Level 2, 338 Barker Road, Subiaco, Western Australia.

$\mathfrak{p}$

RTG Group means RTG and each of its subsidiaries and a reference to a 'RTG Group Member' or a 'member of the RTG Group' is to RTG or any of its subsidiaries.

RTG Register means the register of shareholders or optionholders (as applicable) maintained by RTG or its agent.

RTG Registry means Computershare Investor Services Pty Ltd ACN 078 279 277 or Computershare Trust Company of Canada (as applicable) who assist RTG maintain the RTG Register.

RTG Share means a share in the capital of RTG.

RTG Share Consolidation means the consolidation of every ten RTG shares on issue into one consolidated RTG share, conditional on the Share Scheme becoming effective

Sale Agent means RTG or a person or persons appointed by RTG to sell the New RTG Shares and New RTG Options that are attributable to:

Ineligible Foreign Shareholders; $(a)$
Ineligible Foreign Optionholders; and $(b)$
Small Shareholders or Small Optionholders who do not elect to withdraw from $(c)$ participating in the Sale Facility under the terms of the Share Scheme or Option Scheme.

Sale Facility means the sale facility provided for in clause 4.7.

Sale Facility Election Form means an election form for the purposes of a Small Optionholder making an election under clause 4.3(b)(ii).

Sale Facility Participant means:

each Small Shareholder who has not made an election to withdraw form $(a)$ participating in the Sale Facility under clause 4.3(b)(ii) of the Share Scheme;
each Small Optionholder who has not made an election to withdraw from $(b)$ participating in the Sale Facility under clause 4.3(b)(ii) of the Option Scheme;
each Ineligible Foreign Shareholder; and $(c)$
$(d)$ each Ineligible Foreign Optionholder,

in respect of whom New RTG Shares and New RTG Options are issued to the Sale Agent as nominee in trust in the circumstances referred to in clause 4.7(a).

Sale Facility Securities has the meaning given in clause 4.7(a).

Scheme Booklet as defined in the Scheme Implementation Deed.

Scheme Implementation Deed means the implementation deed dated 24 February 2014 between Sierra and RTG relating to the implementation of the Share Scheme and Option Scheme.

Scheme Option means a Sierra Option held by a Scheme Optionholder at 5.00pm on the Record Date.

Scheme Optionholder means the holders of Sierra Options recorded on the Sierra Option Register as at the Record Date.

Scheme Shareholder means a holder of fully paid ordinary shares in Sierra (other than any member of the RTG Group or any person who holds any Sierra Shares on behalf of, or for the benefit of, any member of the RTG Group) recorded in the Sierra Share Register as at the Record Date.

Second Court Date means the first day on which an application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Option Scheme is heard.

Share Election Form means an election form for the purposes of a Scheme Optionholder making an election under clause 4.3(b)(i).

Sierra Option means an ASX listed option to acquire one unissued Sierra Share.

Sierra Optionholder means a holder of a Sierra Option.

Sierra Option Register means the register of Sierra Optionholders maintained in accordance with the Corporations Act.

Sierra Registry means Computershare Investor Services Pty Ltd ACN 078 279 277 who assist Sierra maintain the Sierra Share Register and Sierra Option Register.

Sierra Share means a fully paid ordinary share in Sierra.

Sierra Share Register means the register of members of Sierra maintained in accordance with the Corporations Act.

Small Optionholder means a Scheme Optionholder who is entitled to receive an aggregate of 9,000 or less New RTG Shares under this Option Scheme and the Share Scheme (if applicable).

Small Shareholder means a Scheme Shareholder who is entitled to receive an aggregate of 9,000 or less New RTG Shares under the Share Scheme and Option Scheme (if applicable).

Trading Day means a day on which the ASX or TSX is open for trading.

TSX means the Toronto Stock Exchange.

$1.2$ Interpretation

In this Option Scheme:

$(a)$ Headings and bold type are for convenience only and do not affect the interpretation of this Option Scheme.
The singular includes the plural and the plural includes the singular. $(b)$
Words of any gender include all genders. $(c)$
Other parts of speech and grammatical forms of a word or phrase defined in $(d)$ this Option Scheme have a corresponding meaning.
$(e)$ An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency as well as an individual.
A reference to a clause, party, schedule, attachment or exhibit is a reference $(f)$ to a clause of, and a party, schedule, attachment or exhibit to, this agreement and a reference to this agreement includes any schedule, attachment and exhibit.
A reference to any legislation includes all delegated legislation made under it $(g)$ and amendments, consolidations, replacements or re-enactments of any of them.
A reference to a document (including this Option Scheme) includes all $(h)$ amendments or supplements to, or replacements or novations of, that document.
A reference to '$', 'A$' or 'dollar' is to Australian currency. $(i)$
$(1)$ A reference to 'C$' is to the lawful currency of Canada.
A reference to any time is a reference to that time in Perth. $(k)$
$(1)$ A term defined in or for the purposes of the Corporations Act has the same meaning when used in this Option Scheme.
A reference to a party to a document includes that party's successors and $(m)$ permitted assignees.
No provision of this Option Scheme will be construed adversely to a party $(n)$ because that party was responsible for the preparation of this Option Scheme or that provision.
A reference to a body, other than a party to this Option Scheme (including an $(0)$ institute, association or authority), whether statutory or not:
- $(1)$ which ceases to exist; or
- $(ii)$ whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

$1.3$ Interpretation of inclusive expressions

Specifying anything in this Option Scheme after the words 'include' or 'for example' or similar expressions does not limit what else is included.

$1.4$ Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.

$\mathbf{2}$ Preliminary matters

$(a)$ Sierra is a public company registered in Western Australia, Australia.
$(b)$ As at 27 February 2014 there are
- 232,854,663 Sierra Shares on issue; $\omega$
- 31,970,363 Sierra Options on issue; and $(ii)$
- $(iii)$ 12,016,667 unlisted Sierra options on issue.
RTG is a company governed under the laws of the British Virgin Islands. $(c)$
If the Option Scheme becomes Effective: $(d)$
- RTG will provide the Option Scheme Consideration to Scheme $(i)$ Optionholders in accordance with the Option Scheme; and
- $(i)$ all the Scheme Options, and all the rights, entitlements and obligations attaching to them as at the Implementation Date, will be transferred to RTG and Sierra will enter the name of RTG in the Sierra Option Register in respect of the Scheme Options.
Sierra and RTG have agreed, by executing the Scheme Implementation Deed, $(e)$ to implement the Option Scheme.
RTG has agreed, by executing the Option Scheme Deed Poll, to perform its $(f)$ obligations under this Option Scheme, including the obligation to provide or procure the provision of the Option Scheme Consideration to the Scheme Optionholders.

$\overline{3}$ Conditions to the Option Scheme

This Option Scheme is conditional on: $(a)$
- all the conditions in clause 3.2 of the Scheme Implementation Deed $(i)$ (other than clauses 3.2(a) and 3.2(f) of the Scheme Implementation Deed) having been satisfied or waived in accordance with the terms of the Scheme Implementation Deed by 8.00am on the Second Court Date:
- the Share Scheme becoming effective under section 411(10) of the $(ii)$ Corporations Act, of the Court order made under section 411(4)(b) of the Corporations Act in relation to the Share Scheme;
- approval of this Option Scheme by the Court pursuant to section $(iii)$ 411(4)(b) of the Corporations Act; and
- the Scheme Implementation Deed not having been terminated by $(iv)$ either party to that deed before 8.00am on the Second Court Date.

$\ddot{\mathbf{6}}$

$(b)$ The satisfaction of the conditions precedent in clause 3(a) is a condition precedent to the operation of clause 4.
The Option Scheme will lapse and be of no further force or effect if the $(c)$ Effective Date does not occur on or before the End Date or any later date Sierra and RTG agree.
Sierra and RTG will provide to the Court at the Second Court Date a certificate $(d)$ confirming (in respect of matters within their knowledge) whether or not the conditions precedent in the Scheme Implementation Deed and this Option Scheme (other than the condition precedent in clauses 3.2(a) and 3.2 (f) of the Scheme Implementation Deed) have been satisfied or waived. The certificate constitutes conclusive evidence that such conditions precedent are satisfied. waived or taken to be waived.

$\overline{\mathbf{A}}$ Implementation of the Option Scheme

$4.1$ Lodgement of Court orders

Sierra will lodge with ASIC office copies of the Court orders under section 411(10) of the Corporations Act approving the Option Scheme by 5.00pm on the first Business Day after the day on which the Court approves the Option Scheme.

$4.2$ Transfer of Scheme Options

On the Implementation Date:

$(a)$ subject to the provision of the Option Scheme Consideration in the manner contemplated by clause 4.4, all of the Scheme Options, together with all rights and entitlements attaching to them as at the Implementation Date, will be transferred to RTG, without the need for any further act by any Scheme Optionholders, by:
- Sierra delivering to RTG duly completed and executed option transfer $\left( i \right)$ forms (or a master option transfer form) to transfer all the Scheme Options to RTG; and
- $(ii)$ RTG duly executing the option transfer forms (or master option transfer form), attending to the stamping of the option transfer forms (or master option transfer form) (if required) and delivering the option transfer forms (or master option transfer form) to Sierra for registration; and
$(b)$ immediately after receipt of the option transfer forms (or master option transfer form) in accordance with clause 4.2(a)(ii), Sierra must enter, or procure the entry of, the name of RTG in the Sierra Option Register in respect of all the Scheme Options.

Election Procedure 4.3

$(a)$ Subject to clauses 4.3(b), 4.5, 4.6 and 4.8, a Scheme Optionholder will receive the Option Scheme Consideration. A Scheme Optionholder who wishes to receive New RTG Shares and New RTG Options in the form of CDIs listed on ASX does not need to make an election under clause 4.3(b).
$(b)$ Subject to the remaining provisions of this clause 4.3 and clauses 4.5 and 4.6:

each Scheme Optionholder will be entitled to elect to receive New $(i)$ RTG Shares and New RTG Options listed on TSX rather than New RTG Shares and New RTG Options in the form of CDIs listed on ASX, by completing the Share Election Form and returning it to the address specified in the Share Election Form so that it is received by the Election Date: and
each Small Optionholder who does not wish to participate in the Sale $(ii)$ Facility and wishes to receive the Share Scheme Consideration, must make an election to withdraw from participating in the Sale Facility by completing the Sale Facility Election Form, indicating whether they wish to receive New RTG Shares and New RTG Options in the form of CDIs listed on ASX or New RTG Shares and New RTG Options listed on TSX, and returning it to the address specific in the Sale Facility Election Form so that it is received by the Election Date.
A Small Optionholder who does not make an election under clause 4.3(b)(ii), $(c)$ will have their Option Scheme Consideration dealt with in accordance with clauses 4.6, 4.7 and 4.8.
$(d)$ An Ineligible Foreign Optionholder is not entitled to make any election pursuant to clause 4.3(b) and any election purportedly made by it will be invalid. Ineligible Foreign Optionholders will have their Option Scheme Consideration dealt with in accordance with clauses 4.5, 4.7 and 4.8.
An election under clause 4.3(b) must be made in accordance with the terms $(e)$ and conditions on the Share Election Form or Sale Facility Election Form, as the case may be.
A Scheme Optionholder (who is not a Sale Facility Participant) who does not $(f)$ make a valid election pursuant to clause 4.3(b)(i) will be deemed to have elected to receive New RTG Shares and New RTG Options in the form of CDIs listed on ASX.
Subject to clause 4.3(h), a valid election made or deemed to be made by a $(a)$ Scheme Optionholder under this clause 4.3 will be deemed to apply in respect of the Scheme Optionholder's entire holding of Scheme Options, regardless of whether the Scheme Optionholder's holding of Scheme Options is greater or less than the Scheme Optionholder's holding at the time it made its election.
$(h)$ A Scheme Optionholder (other than an Ineligible Foreign Optionholder and a Small Optionholder) who is noted on the Sierra Option Register as holding one or more parcels of Sierra Options as trustee or nominee for, or otherwise on account of, another person may not make separate elections under clauses 4.3(b)(i) or 4.3(b)(ii) in relation to each of those parcels of Sierra Shares.
A Scheme Optionholder may vary or withdraw any election made by it under $\overline{a}$ this clause 4.3 by the Election Date. To vary such an election, a Scheme Optionholder must lodge a replacement Share Election Form or Sale Facility Election Form, as the case may be, by the Election Date. To withdraw such an election, a Scheme Optionholder must follow the procedure set out in the Scheme Booklet, Share Election Form or Sale Facility Election Form.
Subject to clause 4.3(k), an election which is not made or deemed to have $(i)$ been made in accordance with this clause 4.3 will not be a valid election for the purpose of this Option Scheme and will not be recognised by Sierra or RTG for any purpose.

$\mathbf{a}$

$(k)$ Sierra may, with the agreement of RTG, settle as it thinks fit any difficulty. matter of interpretation or dispute which may arise in connection with determining the validity of any election, and any such decision will be conclusive and binding on Sierra, RTG and the relevant Scheme Optionholder.

$4.4$ Provision of Option Scheme Consideration

Subject to clauses 4.4(d), 4.5, 4.6, 4.8 and 4.9, the obligation of RTG to provide the Option Scheme Consideration to Scheme Optionholders will be satisfied by RTG:

$(a)$ in the case of Option Scheme Consideration that is required to be provided to Scheme Optionholders in the form of New RTG Shares and New RTG Options listed on TSX, by RTG procuring that:
- the name and address of each such Scheme Optionholder is entered $\left($ 0 into the RTG Register on the Implementation Date in respect of the New RTG Shares and New RTG Options to which it is entitled under this clause 4; and
- a DRS advice is sent to the Registered Address of each such $(ii)$ Scheme Optionholder representing the number of New RTG Shares issued to the Scheme Optionholder pursuant to this Option Scheme:
in the case of Option Scheme Consideration that is required to be provided to $(b)$ Scheme Optionholders as New RTG Shares and New RTG Options in the form of CDIs listed on ASX, by RTG:
- issuing to CDN to be held on trust that number of New RTG Shares $\left( i\right)$ that will enable CDN to issue CDIs as envisaged by clause 4.4(b)(iii) on the Implementation Date:
- $(ii)$ procuring that the name and address of CDN is entered into the RTG Register in respect of those New RTG Shares and New RTG Options on the Implementation Date and that a DRS advice in the name of CDN representing those New RTG Shares and New RTG Options is sent to CDN:
- $(iii)$ procuring that on the Implementation Date, CDN issues to each such Scheme Optionholder the number of CDIs to which it is entitled under this clause 4:
- $(iv)$ procuring that on the Implementation Date, the name of each such Scheme Optionholder is entered in the records maintained by CDN as the holder of the CDIs issued to that Scheme Optionholder on the Implementation Date;
- in the case of each such Scheme Optionholder who held Scheme $(v)$ Options on the CHESS subregister - procuring that the CDIs are held on the CHESS subregister on the Implementation Date and sending or procuring the sending of a CDI holding statement to each such Scheme Optionholder which sets out the number of CDIs held on the CHESS subregister by that Scheme Optionholder; and
- $(vi)$ in the case of each such Scheme Optionholder who held Scheme Options on the issuer sponsored subregister - procuring that the CDIs are held on the issuer sponsored subregister on the Implementation Date and sending or procuring the sending of a CDI holding

statement to each such Scheme Optionholder which sets out the number of CDIs held on the issuer sponsored subregister by that Scheme Optionholder:

in the case of Option Scheme Consideration that is required to be dealt with $(c)$ as a result of the operation of clauses 4.5 and 4.6, by RTG procuring that:
- the name and registered address of the Sale Agent, as nominee in $\ddot{\Omega}$ trust for the Sale Facility Participants, is entered into the RTG Register on the Implementation Date in respect of the New RTG Shares and New RTG Options required to be issued to it under this clause 4:
- a holding statement or DRS advice (or equivalent document) in the $(ii)$ name of the Sale Agent, as nominee in trust for the Sale Facility Participants, is sent to the Sale Agent representing the number of New RTG Shares and New RTG Options so issued to it:
- the Sale Agent, as nominee in trust for the Sale Facility Participants, $(iii)$ sells those New RTG Shares and New RTG Options on behalf of the Sale Facility Participants, and pays the net proceeds to the RTG Registry, in trust for the Sale Facility Participants, in accordance with clause 4.7; and
- the RTG Registry pays the net proceeds on to the Sale Facility $(iv)$ Participants in accordance with clause 4.7; and
$(d)$ in the case of joint holders of Scheme Options:
- the New RTG Shares. New RTG Options or CDIs to be issued under $(1)$ this Option Scheme will be issued to and registered in the names of the joint holders:
- $(ii)$ any cheque required to be sent under this Option Scheme will be made payable to the joint holders and sent to the holder whose name appears first in the Sierra Option Register; and
- any other document required to be sent under this Option Scheme, $(iii)$ will be forwarded to the holder whose name appears first in the Sierra Option Register as at the Record Date.

4.5 Ineligible Foreign Optionholders

RTG will be under no obligation to issue any New RTG Shares, New RTG Options or CDIs under this Option Scheme to any Ineligible Foreign Optionholder and must instead procure that the number of New RTG Shares and New RTG Options that would have been issued to an Ineligible Foreign Optionholder are dealt with on behalf of the Ineligible Foreign Optionholder in accordance with clauses 4.7 and 4.8.

4.6 Small Optionholders

Unless a Small Optionholder makes a valid election under clause 4.3(b)(ii), a Small Optionholder will be deemed to participate in the Sale Facility. RTG will be under no obligation to issue any New RTG Shares, New RTG Options or CDIs under this Option Scheme to any Small Optionholder and must instead procure that the number of New RTG Shares and New RTG Options that would have been issued to a Small

Optionholder are dealt with on behalf of the Small Optionholder in accordance with clauses 4.7 and 4.8.

4.7 Sale Facility

$(a)$ New RTG Shares and New RTG Options that:
- $\sqrt{0}$ but for an election by a Small Optionholder under clause 4.3(b)(ii), are required to be dealt with under this clause by virtue of clause 4.6 (rounded to the nearest whole number in accordance with clause 4.8); or
- are required to be dealt with under this clause by virtue of clause 4.5 $(ii)$ (rounded to the nearest whole number in accordance with clause $481$

must be issued by RTG to the Sale Agent, as nominee in trust for the Sale Facility Participants, on the Implementation Date (rounded, if necessary, to the nearest whole number in accordance with clause 4.8) (together with the New RTG Shares and New RTG Options to be issued by RTG to the Sale Agent, as nominee in trust for the Sale Facility Participants, on the Implementation Date under clause 4.7(a) of the Share Scheme, the Sale Facility Securities) and subsequently sold in accordance with the remaining provisions of this clause 4.7.

The Sale Facility will only be available in respect of New RTG Shares and $(b)$ New RTG Options issued to the Sale Agent, as nominee in trust for the Sale Facility Participants, in the circumstances referred to in clause 4.7(a). Any purported election by a Scheme Optionholder to participate in the Sale Facility in any other circumstances will be invalid and not recognised for any purpose.
RTG must procure that the Sale Agent: $(c)$
- $(i)$ within 8 weeks after the date of the Implementation Date, sells the Sale Facility Securities on the ASX and/or TSX in the ordinary course of trade and otherwise in such manner, including selling the Sale Facility Securities in one or more lots, at such price or prices and on such other terms as the Sale Agent determines in good faith;
- $(ii)$ deducts from the C$ or A$ gross proceeds of such sale of all Sale Facility Securities any taxes and costs (including brokerage of up to 1%) applicable to those Sale Facility Securities;
- within 5 Trading Days after the last sale of the Sale Facility Securities $(iii)$ is completed under (i) above, arranges for the conversion of the net proceeds of all such sales in C$ referred to in (ii) above from C$ to A$; and
- $(iv)$ within one Trading Day after conversion of those net proceeds to A$ under (iii) above, pays that A$ amount (after having deducted any applicable currency conversion costs) to the RTG Registry, in trust for the Sale Facility Participants, by telegraphic transfer of clear funds to an A$ account nominated by the RTG Registry.
$(d)$ Within 7 Business Days after the date on which the Sale Agent remits the A$ amount referred to in clause 4.7(c)(iv) to the RTG Registry, RTG will cause the RTG Registry to pay to each Sale Facility Participant their pro-rata share of the A$ amount referred to in clause 4.7(c)(iv), being the proportion which the

number of Sale Facility Securities attributable to them bears the total number of Sale Facility Securities. The amount payable to each Sale Facility Participant under this clause will, if necessary, be rounded down to the nearest whole cent, and any part of the A$ amount referred to in clause 4.7(c)(iv) remaining after such rounding will be paid by the RTG Registry to a charity nominated by RTG.

Sale Facility Participants agree that the amount referred to in clause 4.7(d) $(e)$ may be paid by the Sale Agent doing any of the following at the Sale Agent's election:
- sending a cheque or money order for that amount (after having $\sqrt{a}$ deducted any applicable taxes) by pre-paid post (or pre-paid airmail if the address is outside Australia) to the Sale Facility Participant's address as shown in the Sierra Option Register as at the Record Date (the Registered Address):
- depositing that amount into an account with any bank notified to $(i)$ Sierra (or any agent of Sierra) by an appropriate written authority from the Sale Facility Participant, whether in A$ or after having arranged for the conversion of that amount into a currency other than AS in accordance with the written authority from the Sale Facility Participant, and after having deducted any applicable taxes or currency conversion costs; or
- $(iii)$ in the event that a Sale Facility Participant does not have a Registered Address or the RTG Registry believes a Sale Facility Participant is not known at its Registered Address, and no account has been notified in accordance with clause 4.7(e)(ii) or a deposit into such an account is rejected or refunded, the RTG Registry must hold the amount on trust until the Sale Facility Participant claims the amount (in which case the RTG Registry may pay that amount in accordance with (i) or (ii) above) or the amount is dealt with in accordance with unclaimed money legislation. Any benefit accruing from the amount while it is held on trust will be to the benefit of Sierra. An amount credited to the account is to be treated as having been paid to the Sale Facility Participant. Sierra must procure that records are maintained of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts.
$(f)$ Payment by the RTG Registry to a Sale Facility Participant in accordance with this clause 4.7 satisfies in full the Sale Facility Participant's right to Option Scheme Consideration.
$(a)$ None of Sierra, RTG, the Sale Agent or the RTG Registry gives any assurance as to the price that will be achieved for the sale of the Sale Facility Securities by the Sale Agent. The sale of the Sale Facility Securities under this clause 4.7 will be at the risk of the Sale Facility Participant.

48 Fractional entitlements

Where the calculation of the number of New RTG Shares, New RTG Options or CDIs to be issued to a particular Scheme Optionholder would result in the issue of a fraction of a New RTG Share, New RTG Option or CDI, the fractional entitlement will be rounded up or down to the nearest whole number, with entitlements to half of a New RTG Share, New RTG Option or CDI rounded down.

4.9 Adiustment for RTG Share Consolidation

If the RTG Share Consolidation becomes effective prior to the issue of the $(a)$ Option Scheme Consideration, the Option Scheme Consideration will be adjusted to:
- two New RTG Shares (on a consolidated basis) for every ten Scheme $\Omega$ Options held; and
- $(ii)$ two New RTG Options (on a consolidated basis) for every 90 Scheme Options held.
The RTG Share Consolidation will not otherwise affect the operation of the $(b)$ Option Scheme (including, without limitation, clauses 4.5, 4.6 and 4.8).
The New RTG Options issued on a consolidated basis will have an exercise $(c)$ price of C$1.50.

5. Issue and trading

$(a)$ The New RTG Shares, New RTG Options and RTG Shares issued upon the exercise of a New RTG Option will be duly and validly issued in accordance with the laws of the British Virgin Islands and RTG's articles of association and memorandum of association.
$(b)$ The RTG Shares issued upon exercise of a New RTG Options, will be issued fully paid and will rank equally in all respects with all other RTG Shares then issued and outstanding.
$(c)$ The Scheme Optionholders agree to be bound by RTG's articles of association and memorandum of association.
Each Scheme Optionholder shall be deemed to have irrevocably appointed $(d)$ RTG and each of its directors and officers (jointly and severally) as its attorneys for the purpose of executing any form of application, letter of transmittal or other instruments or documents required for the New RTG Shares, New RTG Options and CDIs.

6. Dealings in Sierra Options

$6.1$ Exercise prior to Share Scheme Record Date

For the purpose of establishing who are Scheme Optionholders, Sierra will not accept as valid, nor recognise for any purpose, any notice of exercise of a Sierra Option registered in the name of a Sierra Optionholder:

received after 5.00pm on the day which is the Business Day immediately $(a)$ before the Share Scheme Record Date; or
which is not in accordance with the terms of grant of the Sierra Options. $(b)$

$6.2$ Registration as holder of ordinary shares

Sierra will issue, and register the Sierra Optionholder as the holder of, a Sierra Share in respect of the exercise of a Sierra Option registered in the name of the Sierra Optionholder permitted by clause 6.1 and in accordance with the terms of grant of the

Sierra Options, and the Sierra Optionholder acknowledges and agrees that, if the Share Scheme becomes Effective, the Sierra Optionholder will be bound by the terms of the Share Scheme in respect of each such Sierra Share and, accordingly, each such Sierra Share will be transferred to RTG in accordance with the Share Scheme on the Implementation Date.

$6.3$ Transfer of Sierra Options

To establish the identity of the Scheme Optionholders, dealings in Sierra $(a)$ Options will only be recognised if:
- in the case of dealings of the type to be effected using CHESS, the $(i)$ transferee is registered in the Sierra Option Register as the holder of the relevant Sierra Options by the Record Date; and
- in all other cases, registrable transmission applications or transfers in $(ii)$ respect of those dealings are received on or before the Record Date at the place where the Sierra Option Register is kept.
$(b)$ Sierra must register registrable transmission applications or transfers of the kind referred to in clause 6.3(a)(ii) by the Record Date (provided that, for the avoidance of doubt, nothing in this clause 6.3(b) requires Sierra to register a transfer that would result in a Sierra Optionholder holding a parcel of Sierra Option that is less than a 'marketable parcel' (as defined in the Market Rules of ASX)).
$(c)$ If the Option Scheme becomes Effective, a holder of Scheme Options (and any person claiming through that holder) must not dispose of or purport or agree to dispose of any Scheme Option or any interest in them after the Record Date
$(d)$ Sierra will not accept for registration or recognise for any purpose any transmission application or transfer in respect of Sierra Options received after the Record Date.

$6.4$ Register

For the purpose of determining entitlements to the Option Scheme $(a)$ Consideration, Sierra must maintain the Sierra Option Register in accordance with the provisions of this clause 6 until the Option Scheme Consideration has been paid to the Scheme Optionholders. The Sierra Option Register in this form will solely determine entitlements to the Option Scheme Consideration.
All statements of holding for Sierra Options will cease to have effect from the $(b)$ Record Date as documents of title in respect of those options and, as from that date, each entry current at that date on the Sierra Option Register will cease to have effect except as evidence of entitlement to the Option Scheme Consideration in respect of the Sierra Options relating to that entry.
As soon as possible on or after the Record Date, and in any event within one $(c)$ Business Day after the Record Date, Sierra will ensure that details of the names, Registered Addresses and holdings of Sierra Options for each Scheme Optionholder and details of all Share Election Forms and Sale Facility Election Forms validly submitted and not revoked are available to RTG in the form RTG reasonably requires.

$\overline{7}$ . Quotation of Sierra Options

$(a)$ Sierra will apply to ASX to suspend trading on ASX in Sierra Options from the close of trading on the day Sierra notifies ASX that the Court has approved the Option Scheme under section 411(4)(b) of the Corporations Act.
$(b)$ On a date after the Implementation Date to be determined by RTG, Sierra will apply:
- $(i)$ for termination of the official quotation of Sierra Options on ASX; and
- $(ii)$ to have itself removed from the official list of ASX.

8. General provisions

$8.1$ Consent to amendments to the Option Scheme

If the Court proposes to approve the Option Scheme subject to any alterations or conditions, Sierra may by its counsel consent on behalf of all persons concerned to those alterations or conditions to which RTG has consented.

$8.2$ Scheme Optionholders' agreements and warranties

Each Scheme Optionholder:

agrees to transfer to RTG their Sierra Options in accordance with the Option $(a)$ Scheme and agrees to the transfer to RTG of the rights attached to their Sierra Options constituted by or resulting from the Option Scheme;
acknowledges that the Option Scheme binds all Scheme Optionholders; and $(b)$
$(c)$ is taken to have warranted to Sierra and RTG, and appointed and authorised Sierra as its attorney and agent to warrant to RTG, that all their Sierra Options (including any rights and entitlements attaching to those options) which are transferred to RTG under the Option Scheme will, at the date of transfer, be free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise, and, subject only to the relevant option terms, restrictions on transfer of any kind, and that, subject only to the relevant option terms, they have full power and capacity to transfer their Sierra Options to RTG together with any rights attaching to those options. Sierra undertakes that it will provide such warranty to RTG as agent and attorney of each Scheme Optionholder.

8.3 Title to and rights in Scheme Options

To the extent permitted by law, the Sierra Options transferred under the $(a)$ Option Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise.
RTG will be beneficially entitled to the Sierra Options transferred to it under $(b)$ the Option Scheme pending registration by Sierra of RTG in the Sierra Option Register as the holder of the Sierra Options.

$8.4$ Appointment of sole proxy

Upon the Option Scheme becoming Effective, and until Sierra registers RTG as the holder of all Scheme Options in the Sierra Option Register, each Scheme Optionholder must take all other actions in the capacity of a registered holder of Scheme Options as RTG reasonably directs.

$8.5$ Authority given to Sierra

$(a)$ Scheme Optionholders will be deemed to have authorised Sierra, and all its directors, officers and secretaries, to do and execute all acts, matters, things and documents on the part of each Scheme Optionholder necessary to implement the Option Scheme, including without limitation executing, as agent and attorney of each Scheme Optionholder, a option transfer form (or master option transfer form) in relation to Scheme Options as contemplated by clause $8.5(b)$ .
Each Scheme Optionholder, without the need for any further act, irrevocably $(b)$ appoints Sierra and all of its directors, officers and secretaries (jointly and severally) as its attorney and agent for the purpose of executing any document necessary to give effect to the Option Scheme, including without limitation, a proper instrument of transfer of its Scheme Options for the purposes of section 1071B of the Corporations Act which may be a master transfer of all the Scheme Options.

9. General

$9.1$ Stamp duty

RTG will pay all stamp duty payable in connection with the transfer of Sierra Options to RTG.

$9.2$ Consent

The Scheme Optionholders consent to Sierra doing all things necessary or incidental to the implementation of the Option Scheme.

93 Notices

If a notice, transfer, transmission application, direction or other communication referred to in the Option Scheme is sent by post to Sierra, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at Sierra registered office or at the office of the Sierra Registry.

$9.4$ Governing law

The Option Scheme is governed by the laws in force in Western Australia. $(a)$
$(b)$ Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Option Scheme. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

Annexure 7 – Option Scheme Deed Poll

Clause

Page No

1.	Definitions and Interpretation
11	Definitions
1.2	Interpretation
13	Nature of deed poll
2.	Conditions to obligations
2.1	Conditions
2.2	Termination ………………………………………………………………………………………………
2.3	Consequences of termination
3.	Consideration under the Option Scheme
3.1	Undertaking to issue Scheme Consideration
3.2	Shares to rank equally
3.3	Shares and Options Transferable
4.	Warranties
5.	Continuing obligations
6.	General
6.1	Notices
6.2	Stamp duty
63	Governing law and jurisdiction
6.4	Waiver
6.5	Variation
66	Cumulative rights
6.7	Assignment
6.8	Further action
	Schedule 1 - Option Scheme

660935_11_Option Scheme Deed Poll - Sierra Mining Limited docx

This deed poll is made this		April
Parties	(RTG)	RTG Mining Inc. of Level 2, 338 Barker Road, Subiaco, Western Australia
In favour of		the holders of Sierra Options in Sierra Mining Limited ACN 118 060 441(Sierra) as at the Record Date (Scheme Optionholders).
Dooitale

Recitals

Sierra and RTG have entered into the Scheme Implementation Deed. A.
В. In the Scheme Implementation Deed, RTG agreed to enter into this deed poll.
$\mathbf{C}$ RTG is entering into this deed poll for the purpose of covenanting in favour of the Scheme Optionholders to perform its obligations under the Scheme Implementation Deed and the Option Scheme.

This Deed Poll provides

1. Definitions and Interpretation

$1.1$ Definitions

In this deed poll:

CDI means a CHESS Depositary Interest, being a unit of beneficial ownership $(a)$ in one New RTG Share or one New RTG Option (as applicable) registered in the name of CDN:
Scheme Implementation Deed means the scheme implementation deed $(b)$ entered into between Sierra and RTG dated 24 February 2014;
Option Scheme means the scheme of arrangement under Part 5.1 of the $(c)$ Corporations Act between Sierra and the Scheme Optionholders, under which Scheme Optionholders will receive the Option Scheme Consideration, in the form attached as Schedule 1 to this deed poll, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and agreed to by RTG and Sierra; and
unless the context otherwise requires, terms defined in the Scheme $(d)$ Implementation Deed or the Option Scheme have the same meaning when used in this deed poll.

$1.2$ Interpretation

Clause 1.2 of the Scheme Implementation Deed applies to the interpretation of this deed poll, except that references to 'Scheme Implementation Deed' or 'Deed' are to be read as references to 'deed poll'.

$1.3$ Nature of deed poll

RTG acknowledges that this deed poll may be relied on and enforced by any Scheme Optionholders in accordance with its terms even though the Scheme Optionholders are not party to it.

660935_12_Option Scheme Deed Poll - Sierra Mining Limited.docx

$2.$ Conditions to obligations

$2.1$ Conditions

The obligations of RTG under this deed poll are subject to the Option Scheme becoming Effective.

$2.2$ Termination

The obligations of RTG under this deed poll to Scheme Optionholders will automatically terminate and the terms of this deed poll will be of no further force or effect if:

$(a)$ the Scheme Implementation Deed is terminated in accordance with its terms; $\alpha$ r
$(b)$ the Option Scheme is not Effective by the End Date.

$2.3$ Consequences of termination

If this deed poll is terminated under clause 2.2, in addition and without prejudice to any other rights, powers or remedies available to it:

RTG is released from its obligations to further perform this deed poll except $(a)$ those obligations under clause 6.2; and
each Scheme Optionholder retains any rights they have against RTG in $(b)$ respect of any breach of this deed poll which occurred before it was terminated.

3. Consideration under the Option Scheme

$3.1$ Undertaking to issue Scheme Consideration

Subject to clause 2, RTG undertakes in favour of each Scheme Optionholder to:

$(a)$ provide or procure the provision of the Option Scheme Consideration, adjusted for the RTG Share Consolidation, to each Scheme Optionholder in accordance with the terms of the Option Scheme; and
$(b)$ undertake all other actions attributed to it under the Option Scheme,

subject to and in accordance with the Option Scheme.

$3.2$ Shares to rank equally

RTG covenants in favour of each Scheme Optionholder that:

the New RTG Shares which are issued to each Scheme Optionholder and $(a)$ CDN in accordance with the Option Scheme will:
- $(i)$ rank equally with all existing RTG Shares; and
- be issued fully paid and free from any mortgage, charge, lien, $(ii)$ encumbrance or other security interest; and

660935_11_Option Scheme Deed Poll - Sierra Mining Limited docx

$(b)$ the Underlying Shares will, when issued, by fully paid and free from all security interests and third party rights and will, from the date of issue, rank equally with all other RTG Shares then on issue.

$3.3$ Shares and Options Transferable

RTG covenants in favour of each Scheme Optionholder that each of the following:

New RTG Shares; $(a)$
New RTG Shares in the form of CDIs; $(b)$
New RTG Options; $(c)$
$(d)$ New RTG Options in the form of CDIs; and
$(e)$ Underlying Shares,

will be freely transferrable upon their issue, in accordance with applicable securities laws

4 Warranties

RTG represents and warrants that:

$(a)$ it is a corporation validly existing under the laws of the British Virgin Islands;
it has the corporate power to enter into and perform its obligations under this $(b)$ deed poll and to carry out the transactions contemplated by this deed poll;
it has taken all necessary corporate action to authorise its entry into this deed $(c)$ poll and has taken or will take all necessary corporate action to authorise the performance of this deed poll and to carry out the transactions contemplated by this deed poll; and
this deed poll is valid and binding on it. $(d)$

5. Continuing obligations

This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until:

RTG has fully performed its obligations under this deed poll; or $(a)$
the earlier termination of this deed poll under clause 2.2. $(b)$

6. General

$6.1$ Notices
- A notice or other communication in respect of this deed poll (Notice) must be $(a)$ in writing and delivered by hand or sent by pre-paid post or fax to RTG at the address or the fax number for RTG set out below or as otherwise specified by RTG by Notice:

660935_11_Option Scheme Deed Poll - Sierra Mining Limited.docx

Attention:	Hannah HudsonAM 한경 (500-1000) com a strat (1940)
Address:	Level 2, 338 Barker Road, Subiaco, WesternAustraliaM. ROST HOMEO'.

+618 6489 2920

$C2 + C2$

Fax no:

COPY IO
Attention:	Justine Magee
Address:	Level 2, 338 Barker Road, Subiaco, WesternAustralia
Fax no:	+618 6489 2920

$(b)$ A Notice to or by RTG must be in legible writing and in English.
$(c)$ A Notice must be signed by the person giving the Notice or by a person duly authorised by that person.
Email or similar electronic means of communication must not be used to give $(d)$ Notices in respect of this deed poll.
A Notice sent by post is regarded as given and received on the second $(e)$ Business Day following the date of postage.
$(f)$ A fax is regarded as given and received on production of a transmission report by the machine from which the fax was sent which indicates that the fax was sent in its entirety to the recipient's fax number, unless the recipient informs the sender that the Notice is illegible or incomplete within 4 hours of it being transmitted
A Notice delivered or received other than on a Business Day or after 5.00pm $(q)$ (recipient's time) is regarded as received at 9.00am on the following Business Day and a Notice delivered or received before 9.00am (recipient's time) is regarded as received at 9.00am.

$6.2$ Stamp duty

RTG will:

$(a)$ pay all stamp duties and any related fines and penalties in respect of the Option Scheme and this deed poll, the performance of this deed poll and each transaction effected by or made under the Option Scheme and this deed poll; and
$(b)$ indemnify each Scheme Optionholder against any liability arising from failure to comply with clause 6.2(a).

6.3 Governing law and jurisdiction

This deed poll is governed by the law in force in Western Australia. $(a)$
RTG irrevocably submits to the non-exclusive jurisdiction of courts exercising $(b)$ jurisdiction in Western Australia and courts of appeal from them in respect of

660935_11_Option Scheme Deed Poll - Sierra Mining Limited docx

any proceedings arising out of or in connection with this deed. RTG irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

$6.4$ Waiver

RTG may not rely on the words or conduct of any Scheme Optionholder as a waiver of any right unless the waiver is in writing and signed by the Scheme Optionholder granting the waiver.

$6.5$ Variation

A provision of this deed poll may not be varied unless the variation is agreed to by Sierra, and the Court indicates that the variation would not of itself preclude approval of the Option Scheme, in which event RTG will enter into a further deed poll in favour of the Scheme Optionholders giving effect to the variation.

$6.6$ Cumulative rights

The rights, powers and remedies of RTG and the Scheme Optionholders under this deed poll are cumulative and do not exclude any other rights, powers or remedies provided by law independently of this deed poll.

6.7 Assignment

$(a)$ The rights created by this deed poll are personal to RTG and each Scheme Optionholder and must not be dealt with at law or in equity without the prior written consent of RTG.
$(b)$ Any purported dealing in contravention of clause 6.7(a) is invalid.

$6.8$ Further action

RTG must, at their own expense, do all things and execute all documents necessary to give effect to this deed poll.

Annexure 8 - Notice of Share Scheme Meeting

SIERRA MINING LIMITED

ACN 118 060 441

NOTICE OF SHARE SCHEME MEETING

AND

EXPLANATORY MEMORANDUM

The General Meeting of Sierra will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014 at 10:00am (WST).

This Notice of Share Scheme Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9322 6322.

SIERRA MINING LIMITED

ACN 118 060 441

NOTICE OF SHARE SCHEME MEETING

By an order of the Federal Court of Australia (Court) made on 9 April 2014 pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Corporations Act), a meeting of the holders of ordinary shares in Sierra Mining Limited ACN 118 060 441 (Sierra) will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014 at 10:00am (WST) (Share Scheme Meeting).

The Court has also directed that Michael Bowen act as chairman of the Share Scheme Meeting or failing him Scott Gibson, and has directed the chairman to report the result of the Share Scheme Meeting to the Court.

The Directors have determined, pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the persons eligible to vote at the Share Scheme Meeting are those who are registered as shareholders of Sierra on 14 May 2014 at 5:00 pm (WST).

Purpose of Meeting

The purpose of the Share Scheme Meeting is to consider and, if thought fit, to approve (with or without modification) a scheme of arrangement proposed to be made between Sierra and its shareholders (Share Scheme).

To enable you to make an informed voting decision, important information on the Share Scheme is set out in the booklet accompanying this Notice (Scheme Booklet). The Scheme Booklet and Explanatory Memorandum to this Notice and Proxy Form both form part of this Notice. Terms and abbreviations used in this Notice and in the Scheme Booklet are defined in the Scheme Booklet.

Agenda

1. Resolution 1 - Approval of the Share Scheme

To consider and, if thought fit, pass the following resolution in accordance with section 411(4)(a)(ii) of the Corporations Act:

"That pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Sierra and the holders of its ordinary shares as contained in and more particularly described in the Scheme Booklet of which the Notice forms part, is approved, and the Directors of Sierra are authorised to agree to such alterations or conditions as are thought fit by the Court, and subject to approval by the Court, to implement the Scheme with any such modifications or conditions."

Dated 9 April 2014 BY ORDER OF THE BOARD

$CMC$

Clinton McGhie Company Secretary

SIERRA MINING LIMITED

ACN 118 060 441

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Sierra Shareholders in connection with the business to be conducted at the Share Scheme Meeting to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014 at 10:00am (WST).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Sierra Shareholders in deciding whether or not to pass the resolution set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

EXPLANATORY MEMORANDUM

$\mathbf{1}$ . Required Voting Majority

In order for the Share Scheme to become effective, this resolution must be passed at a meeting by:

unless the Court orders otherwise, a majority of the number of Sierra Shareholders $(a)$ present and voting (whether in person or by proxy, attorney or, in the case of corporate shareholders, a corporate representative) at the meeting; and
$(b)$ at least 75% of the votes cast on the resolution.

The Court has a discretion under section 411(4)(a)(ii)(A) of the Corporations Act to approve the Share Scheme if it is approved by at least 75% of the votes cast on the resolution but not by a majority in number of Sierra Shareholders (other than Excluded Shareholders) present and voting at the meeting.

Voting at the Share Scheme Meeting will be by poll rather than by a show of hands.

2. Court Approval

In accordance with section 411(4)(b) of the Corporations Act, the Share Scheme (with or without modification) is subject to approval of the Court. If the resolution proposed at the Share Scheme Meeting is approved by the requisite majority, and the relevant conditions of the Share Scheme (other than approval by the Court) are satisfied, or waived, by the time required under the Share Scheme, Sierra intends to apply to the Court for the necessary orders to give effect to the Share Scheme.

3. Entitlement to Vote

The Sierra Board has determined, and the Court has ordered, that a person's entitlement to vote at the Share Scheme Meeting will be the entitlement of that person as set out in the

$\overline{2}$

Sierra Share Register as at 5:00 pm (WST) on 14 May 2014. A Sierra Shareholder who is an Excluded Shareholder will not be entitled to vote at the Share Scheme Meeting.

$\overline{\mathbf{A}}$ How to Vote

Sierra Shareholders entitled to vote at the Share Scheme Meeting can vote:

by attending the Share Scheme Meeting and voting in person; or $(a)$
$(b)$ by appointing an attorney to attend the Share Scheme Meeting and vote on their behalf, or, in the case of corporate shareholders, a corporate representative to attend the Share Scheme Meeting and vote on its behalf; or
by appointing a proxy to attend the Share Scheme Meeting and vote on their behalf, $(c)$ using the Proxy Form accompanying this Notice.

A personalised Proxy Form accompanies this Notice. The Proxy Form contains full details of how to appoint persons and how to sign and lodge the voting form, including how you may register your proxy instructions electronically at the Share Registry's website at www.computershare.com/au.

To be valid, Proxy Forms or electronic voting instructions must be received by the Share Registry, by 10:00am (WST) on 14 May 2014.

Voting in person

Shareholders are asked to arrive at the venue 30 minutes prior to the time designated for the Share Scheme Meeting to allow for registration for the Share Scheme Meeting. Please bring your meeting registration forms with you to facilitate admission to the Share Scheme Meeting. The meeting registration form for the Share Scheme Meeting is the Proxy Form included with the Scheme Booklet of which this Notice forms part.

Voting by attorney or corporate representative

Sierra Shareholders who have appointed an attorney or corporate representative to attend and vote at the Share Scheme Meeting should ensure that their attorney or corporate representative arrives at the venue 30 minutes prior to the time designated for the Share Scheme Meeting to allow for registration for the Share Scheme Meeting. A person attending as an attorney should bring the original power of attorney or a certified copy, unless you have already provided a certified copy of the power of attorney to Sierra. A person attending as a representative of a corporate shareholder must present satisfactory evidence of his or her appointment to attend on behalf of that shareholder unless previously lodged with the Share Registry.

Voting by proxy

A Sierra Shareholder entitled to attend and vote at the Share Scheme Meeting is entitled to appoint not more than two proxies. Each proxy will have the right to vote on the resolution to be put to the Share Scheme Meeting and also to speak at the Share Scheme Meeting. The appointment of a proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed, and if the appointment does not specify the proportion or number of the Sierra Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Sierra Shareholder.

is directed not to vote on the shareholder's behalf on the poll, and the Sierra Shares the subject of the proxy appointment will not be counted in computing the required majority.

Sierra Shareholders who return their Proxy Form with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the chairman of the Share Scheme Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Share Scheme Meeting, the chairman of the Share Scheme Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the chairman of the Share Scheme Meeting, the Company Secretary of Sierra or any Sierra Director which do not contain a direction will be used to support the resolution to approve the Share Scheme.

Completed Proxy Forms must be:

sent to the Share Registry (using the reply paid envelope included with this Scheme Booklet) at:

Computershare Investor Services Pty Ltd GPO Box 1282 Melbourne VICTORIA 3000 MELBOURNE

faxed to 1800 783 447 from within Australia or +61 3 9473 2555 from overseas; or
sent to Sierra's registered office at Level 9, BGC Centre, 28 The Esplanade, Perth, Western Australia,

in each case so that they are received by no later than 10:00 (WST) on 14 May 2014. Proxy Forms received after this time will be invalid.

The Proxy Form must be signed by the Sierra Shareholder or the Sierra Shareholder's attorney. If an attorney signs a Proxy Form on your behalf, a certified copy of the power of attorney under which the Proxy Form was signed must be received by the Share Registry at the same time as the Proxy Form, unless you have already provided a certified copy of the power of attorney to Sierra. Proxies given by corporations must be executed in accordance with the Corporations Act.

If you complete and return a Proxy Form, you may still attend the Share Scheme Meeting in person, revoke the proxy and vote at the Share Scheme Meeting.

$\overline{a}$

Annexure 9 - Notice of Option Scheme Meeting

SIERRA MINING LIMITED

ACN 118 060 441

NOTICE OF OPTION SCHEME MEETING

AND

EXPLANATORY MEMORANDUM

The General Meeting of Sierra will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014 at 10:30am (WST).

This Notice of Option Scheme Meeting should be read in its entirety. If optionholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9322 6322.

SIERRA MINING LIMITED

ACN 118 060 441

NOTICE OF OPTION SCHEME MEETING

By an order of the Federal Court of Australia (Court) made on 9 April 2014 pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Corporations Act), a meeting of the holders of ASX listed options (Optionholders) in Sierra Mining Limited ACN 118 060 441 (Sierra) will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014 at 10:30am (WST) (Option Scheme Meeting).

The Court has also directed that Mr Michael Bowen act as chairman of the Option Scheme Meeting or failing him Mr Scott Gibson, and has directed the chairman to report the result of the Option Scheme Meeting to the Court.

The Directors have determined, pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the persons eligible to vote at the Option Scheme Meeting are those who are registered as optionholders of Sierra on 14 May 2014 at 5:00pm (WST).

Purpose of Meeting

The purpose of the Option Scheme Meeting is to consider and, if thought fit, to approve (with or without modification) a creditors' scheme of arrangement proposed to be made between Sierra and its Optionholders (Option Scheme).

To enable you to make an informed voting decision, important information on the Option Scheme is set out in the booklet accompanying this Notice (Scheme Booklet). The Scheme Booklet and Explanatory Memorandum to this Notice and Proxy Form both form part of this Notice. Terms and abbreviations used in this Notice and in the Scheme Booklet are defined in the Scheme Booklet.

Agenda

$\mathbf{1}$ Resolution 1 - Approval of the Option Scheme

To consider and, if thought fit, pass the following resolution in accordance with section 411(4)(a)(ii) of the Corporations Act:

"That pursuant to and in accordance with section 411 of the Corporations Act, the creditors' scheme of arrangement proposed between Sierra and the holders of Sierra Options as contained in and more particularly described in the Scheme Booklet of which the Notice forms part, is approved, and the Directors of Sierra are authorised to agree to such alterations or conditions as are thought fit by the Court, and subject to approval by the Court, to implement the Option Scheme with any such modifications or conditions."

Dated 9 April 2014 BY ORDER OF THE BOARD

$C$ m Clinton McGhie

Company Secretary

SIERRA MINING LIMITED

ACN 118 060 441

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Sierra Optioholders in connection with the business to be conducted at the Option Scheme Meeting to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014 at 10:30am (WST).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Sierra Optionholders in deciding whether or not to pass the resolution set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

EXPLANATORY MEMORANDUM

$1.$ Required Voting Majority

In order for the Option Scheme to become effective, this resolution must be passed at a meeting by:

$(a)$ a majority in number of Sierra Optionholders present and voting (whether in person or by proxy, attorney or, in the case of corporate shareholders, a corporate representative) at the meeting; and
$(b)$ being a majority whose debts or claims against Sierra amount in aggregate to at least 75% of the total amount of debts and claims of Sierra Optionholders present and voting. For this purpose, the 'debts and claims' of each Optionholder will be the total amount of Option Scheme Consideration payable to the Optionholder for the Scheme Options held by that Optionholder if the Option Scheme were to be implemented.

Voting at the Option Scheme Meeting will be by poll rather than by a show of hands.

Each Optionholder is entitled to one vote for every one Scheme Option held.

$2.$ Court Approval

in accordance with section 411(4)(b) of the Corporations Act, the Option Scheme (with or without modification) is subject to approval of the Court. If the resolution proposed at the Option Scheme Meeting is approved by the requisite majority, and the relevant conditions of the Option Scheme (other than the Share Scheme becoming Effective) are satisfied, or waived, by the time required under the Option Scheme, Sierra intends to apply to the Court for the necessary orders to give effect to the Option Scheme.

$31$ Entitlement to Vote

The Sierra Board has determined, and the Court has ordered, that a person's entitlement to vote at the Option Scheme Meeting will be the entitlement of that person as set out in the Sierra Option Register as at 5:00pm (WST) on 14 May 2014. A Sierra Optionholder who is an Excluded Optionholder will not be entitled to vote at the Option Scheme Meeting.

4. How to Vote

Sierra Optionholders entitled to vote at the Option Scheme Meeting can vote:

$(a)$ by attending the Option Scheme Meeting and voting in person; or
$(b)$ by appointing an attorney to attend the Option Scheme Meeting and vote on their behalf, or, in the case of corporate optionholders, a corporate representative to attend the Option Scheme Meeting and vote on its behalf; or
by appointing a proxy to attend the Option Scheme Meeting and vote on their behalf, $(c)$ using the Proxy Form accompanying this Notice.

To be valid, Proxy Forms or electronic voting instructions must be received by the Share Registry, by 10:30 am (WST) on 14 May 2014.

Voting in person

Optionholders are asked to arrive at the venue 30 minutes prior to the time designated for the Option Scheme Meeting to allow for registration for the Option Scheme Meeting. Please bring your meeting registration forms with you to facilitate admission to the Option Scheme Meeting. The meeting registration form for the Option Scheme Meeting is the Proxy Form included with the Scheme Booklet of which this Notice forms part.

Voting by attorney or corporate representative

Sierra Optionholders who have appointed an attorney or corporate representative to attend and vote at the Option Scheme Meeting should ensure that their attorney or corporate representative arrives at the venue 30 minutes prior to the time designated for the Option Scheme Meeting to allow for registration for the Option Scheme Meeting. A person attending as an attorney should bring the original power of attorney or a certified copy, unless you have already provided a certified copy of the power of attorney to Sierra. A person attending as a representative of a corporate optionholder must present satisfactory evidence of his or her appointment to attend on behalf of that optionholder unless previously lodged with the Share Registry.

Voting by proxy

A Sierra Optionholder entitled to attend and vote at the Option Scheme Meeting is entitled to appoint not more than two proxies. Each proxy will have the right to vote on the resolution to be put to the Option Scheme Meeting and also to speak at the Option Scheme Meeting. The appointment of a proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed, and if the appointment does not specify the proportion or number of the Sierra

Optionholder's votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Sierra Optionholder.

If a proxy is not directed how to vote any item of business, the proxy may vote or abstain from voting, as that person thinks fit. If a proxy is instructed to abstain from voting on an item of business, that person is directed not to vote on the optionholder's behalf on the poll, and the Sierra Shares the subject of the proxy appointment will not be counted in computing the required majority.

Sierra Optionholders who return their Proxy Form with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the chairman of the Option Scheme Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Option Scheme Meeting, the chairman of the Option Scheme Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the chairman of the Option Scheme Meeting, the Company Secretary of Sierra or any Sierra Director which do not contain a direction will be used to support the resolution to approve the Option Scheme.

Completed Proxy Forms must be:

sent to the Share Registry (using the reply paid envelope included with this Scheme Booklet) at:

Computershare Investor Services Pty Ltd GPO Box 1282 Melbourne VICTORIA 3000 AUSTRALIA

faxed to 1800 783 447 from within Australia or +61 3 9473 2555 from overseas: or
sent to Sierra's registered office at Level 9, BGC Centre, 28 The Esplanade, Perth, Western Australia.

in each case so that they are received by no later than 10:03am (WST) on 14 May 2014. Proxy Forms received after this time will be invalid.

The Proxy Form must be signed by the Sierra Optionholder or the Sierra Optionholder's attorney. If an attorney signs a Proxy Form on your behalf, a certified copy of the power of attorney under which the Proxy Form was signed must be received by the Share Registry at the same time as the Proxy Form, unless you have already provided a certified copy of the power of attorney to Sierra. Proxies given by corporations must be executed in accordance with the Corporations Act.

If you complete and return a Proxy Form, you may still attend the Option Scheme Meeting in person, revoke the proxy and vote at the Option Scheme Meeting.

Annexure 10 – RTG Audited Financial Statements for the Year Ended 31 December 2013

Page

Consolidated Statement of Profit or Loss andOther Comprehensive Income	2
Consolidated Statement of Financial Position	3
Consolidated Statement of Cash Flows	4
Consolidated Statement of Changes in Equity	5
Notes to the Consolidated Financial Statements	6
Directors' Declaration	44
Auditors Independence Declaration	45
Independent Audit Report	46

$\mathbf{1}$

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the period ended

		31 December	30 June
	Note	2013(six months)	2013(twelve months)
		US$	US$
Continuing operations
Revenue	3	24,598	10,553
Exploration and evaluation expenditure	4(a)	(91, 333)	(558, 853)
Business development	4(b)	(790, 426)	(811, 117)
Borrowing costs			(112, 606)
Foreign exchange loss		(201,060)	(319, 111)
Administrative expenses	4(c)	(2,038,845)	(4,748,453)
Loss from continuing operations		(3,097,066)	(6, 539, 587)
Income tax benefit
Loss from continuing operations forthe period		(3,097,066)	(6, 539, 587)
Discontinued operations
Gain/(Loss) from discontinued operations
after tax	13	2,215,826	(1,783,165)
Net loss for the period		(881, 240)	(8,322,752)
Other comprehensive income/(loss)
Other comprehensive income/(loss) forthe period
Total comprehensive income/(loss) for
the period		(881, 240)	(8,322,752)
Loss attributable to:
Owners of the Company		(881, 240)	(8,322,752)
Total comprehensive loss attributableto:
Owners of the Company		(881, 240)	(8,322,752)

Loss per share from continuingoperations attributable to the ordinary
equity holders of the company
Basic loss per share (cents)	12	(0.95)	(5.04)
Diluted loss per share (cents)	12	(0.95)	(5.04)
Loss per share attributable to the
ordinary equity holders of thecompany
Basic loss per share (cents)	12	(0.27)	(5.04)
Diluted loss per share (cents)	12	(0.27)	(5.04)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

	Note	31 December 2013	30 June 2013
		US$	US$
ASSETS
Current Assets
Cash and cash equivalents	6	10,987,534	14,988,172
Trade and other receivables	$\overline{7}$	276,255	242,061
Prepayments		187	2,259
Total Current Assets		11,263,976	15,232,492
Non-Current Assets
Property, plant and equipmentAvailable for sale financial	8	362,329	961,496
assets	13	1,841,854
Derivative financial asset	13	1,330,228
Total Non-Current Assets		3,534,411	961,496
TOTAL ASSETS		14,798,387	16,193,988
LIABILITIES
Current Liabilities
Trade and other payables	9	208,625	722,986
Total Current Liabilities		208,625	722,986
TOTAL LIABILITIES		208,625	722,986
NET ASSETS		14,589,762	15,471,002
SHAREHOLDER'S EQUITY
Issued capital	10(a)	34, 162, 759	34, 162, 759
Reserves	10(b)	(1,160,957)	(1,160,957)
Accumulated losses	10(c)	(18, 412, 040)	(17, 530, 800)
TOTAL SHAREHOLDER'SEQUITY		14,589,762	15,471,002

		31 December	Su nume
	Note	2013	2013
		(six months)	(twelve months)US$
		US$
Cash flows from operating activities
Exploration costs		(91, 333)	(558, 853)
Payments to suppliers and employees		(3,391,819)	(3,768,662)
Interest received		24,598	10,553
Net cash outflow from operating
activities	6(a)	(3,458,554)	(4,316,962)

Cash flows from investing activities
Payments for property, plant &
equipment		(341, 024)	(77, 538)
Net cash (outflow) from investing
activities		(341, 024)	(77, 538)

Cash flows from financing activities
Proceeds from issue of shares			20,660,939
Capital raising costs			(991, 534)
Loan funds received			2,500,000
Loan principal repaid			(2,500,000)
Borrowing costs			(112, 606)
Net cash inflow from financing
activities			19,556,799

Net increase/(decrease) in cash and
cash equivalents		(3,799,578)	15,162,299

Cash and cash equivalents at
beginning of the period		14,988,172	144,984

Effects of exchange rate fluctuations on
the balances of cash held in foreigncurrencies
		(201,060)	(319, 111)
Cash and cash equivalents at end of
the financial period	6	10.987.534	14,988,172

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 December 2013

	Issued CapitalUSS	AcquisitionreserveUS$	Share optionreserveUS$	AccumulatedlossesUSS	TotalUSS
Balance at 1 July2013	34, 162, 759	(4,300,157)	3,139,200	(17, 530, 800)	15,471,002
Loss for the year				(881.240)	(881.240)
Total comprehensiveincome /(loss) for the
yearAt 31 December 2013	34, 162, 759	(4,300,157)	3,139,200	(881, 240)(18.412.040)	(881, 240)14,589,762
For the year ended 30 June 2013
	Issued CapitalUSS	AcquisitionreserveUS$	Share optionreserveUSS	AccumulatedlossesUSS	TotalUSS
Balance at 1 July2012	14,493,355	(4, 300, 157)	1,224,000	(9, 208, 048)	2,209,150
Loss for the year				(8,322,752)	(8,322,752)
Total comprehensiveincome /(loss) for thevear		٠		(8,322,752)	(8,322,752)
Share acquired uponmergerShares issued under	$\overline{2}$	۰.	۰		2
employee loan shareplan			1,915,200		1,915,200
Shares issued onprivate placementShare issue costs	20.660.936(991,534)				20,660,936(991,534)
At 30 June 2013	34, 162, 759	(4,300,157)	3.139.200	(17.530.800)	15,471,002

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

$\overline{\mathbf{S}}$

$\mathbf 1$ CORPORATE INFORMATION

The financial report of RTG Mining Inc ("the Company", "RTG", "the Group" or "the Entity") as at 31 December 2013 and for the financial year ended 31 December 2013 ("the year") was recognized for issue in accordance with a resolution of directors on 28 March 2014.

RTG Mining Inc was incorporated on 27 December 2012 and is domiciled in the British Virgin Islands. Its registered address is Midocean Chambers, Road Town, Tortola, VG1110 British Virgin Islands. On 28 March 2013, 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 became a wholly-owned subsidiary of RTG. The principal activity of the Group during the period consisted of mineral exploration and development.

BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING $\overline{2}$ POLICIES

Basis of preparation $(a)$

The consolidated financial statements have been prepared as a general purpose financial report. The consolidated financial statements have also been prepared on a historical cost basis and are presented in United States Dollars (US$).

RTG Mining Inc was incorporated on 27 December 2012 and is domiciled in the British Virgin Islands. On 28 March 2013, 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 became 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") the surviving corporation formed by the Merger became a wholly-owned subsidiary of RTG; and 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 paid to Haywood Securities Inc. as agent under the Private Placement and less the fees paid 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.

Statement of compliance $(b)$

The consolidated financial report complies with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

RTG changed its financial year end from 30 June to 31 December during the current period therefore the prior period comparatives are those of the 12 month year end 30 June 2013 financial statements.

The following Accounting Standards and interpretations have been issued but are not yet effective for the financial year ending 31 December 2013.

Reference	Title	Nature of Change	Applicationdate ofstandard	Impact on RTGMining Inc.financialstatements	Application datefor RTG MiningInc.
IFRS 9 (issued)November 2009and amendedOctober 2010)	FinancialInstruments	Amends the requirements forclassification andmeasurement of financialassets. The available-for-sale and held-to-maturitycategories of financial assetsin IAS 39 have beeneliminated.IFRS 9 requires that gains orlosses on financial liabilitiesmeasured at fair value arerecognised in profit or loss,except that the effects ofchanges in the liability'scredit risk are recognised inother comprehensiveincome.	The IASB hasnot yetcommunicatedthe mandatoryeffective date ofIFRS 9 howeverthat date will notbe earlier thanannual periodsbeginning on orafter January 1.2017.	The Entity has notvet made anassessment of theimpact of theseamendments.	Not earlier than 1January 2017
IFRS 2013-9(issued November2013)	Amendments toAustralianAccountingStandards-ConceptualFramework.Materiality andFinancialInstruments	Makes three amendments toIFRS 9:. Adding the new hedgeaccounting requirementsinto IFRS 9· Making available for earlyadoption the presentationof changes in 'own credit'.in other comprehensiveincome (OCI) for financialliabilities under the fairvalue option without earlyapplying the other IFRS 9		The Entity does notcurrently applyhedge accountingtherefore the newamendments will nothave an impact onthe entity's financialstatements.

		requirements.
Amendments tIFRS10, IFRS 12and IAS 27(issued October2012)	InvestmentEntities	The amendment defines an'investment entity' andrequires a parent that is aninvestment entity to measureits investments in particularsubsidiaries at fair valuethrough profit or loss in itsconsolidated and separatefinancial statements.The amendment prescribesthree criteria that must bemet in order for an entity tobe defined as an investmententity, as well as four 'typicalcharacteristics' to consider inassessing the criteria.The amendment alsointroduces disclosurerequirements for investmententities into IFRS 12Disclosure of Interests inOther Entities and amendsIAS 127 Separate FinancialStatements.	Annual reportingperiodsbeginning on orafter 1 January2014	As the Entity doesnot meet thedefinition of aninvestment entity, itwill continue toconsolidate itsinvestments insubsidiaries inaccordance withIFRS 10ConsolidatedFinancialStatements.	1 January 2014
AASB 2012-6(issued)September 2012)	Amendments toAustralianAccountingStandards-MandatoryEffective Date ofIFRS 9 andTransitionDisclosures	Defers the effective date ofIFRS 9 to 1 January 2015.Entities are no longerrequired to restatecomparatives on first timeadoption. Instead, additionaldisclosures on the effects oftransition are required.	Annual reportingperiodsbeginning on orafter 1 January2015	As comparatives areno longer required tobe restated, there willbe no impact onamounts recognisedin the financialstatements.However, additionaldisclosures will berequired on	1 January 2015

				transition, includingthe quantitativeeffects ofreclassifying financialassets on transition.
IFRIC 21 (issuedMay 2013)	Levies.	Clarifies the circumstancesunder which a liability to paya levy imposed by agovernment should berecognised, and whetherthat liability should berecognised in full at aspecific date or progressivelyover a period of time.	January 2014	The Entity is notliable to pay anygovernment levies.There will thereforebe no impact on thefinancial statementswhen thisinterpretation is firstadopted.	1 January 2014

$(c)$ Significant accounting estimates and assumptions

In the process of applying the Entity's accounting policies, judgements applied are disclosed in the appropriate policy notes.

Standards adopted during the current financial year

AASB 10 Consolidated Financial Statements No material impact

AASB 11 Joint Arrangements No material impact

AASB 12 Disclosure of Interests in Other Entities No material impact

AASB 13 Fair Value Measurements Additional disclosures are required, refer note 20.

AASB 119 Employee Benefits No material impact

Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine No material impact

Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Carrying value of exploration and evaluation assets.

Refer to Note (g) for details.

Deferred tax assets and liabilities

Significant judgement is required in determining deferred tax assets and liabilities. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.

Impairment of plant and equipment

The Group determines whether plant and equipment is impaired at least on an annual basis. This requires an assessment on whether there have been any impairment triggers, and where there have been triggers for impairment, an estimation of the recoverable amount of cash generating units to which the plant and equipment are allocated.

Share based payment transactions

The Group measures the costs of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The Group measures the cost of cash-settled share based payments at fair value at grant date using the binomial formula taking into account the terms and conditions upon which the instruments were granted, as discussed in Note 19.

Discontinued operations

During the period the Entity sold its 100% owned subsidiary Seringa Mining Limited. The proceeds of the sale consisted of shares in the purchaser and a convertible note receivable, with the ability for the Entity to elect to receive the convertible note receivable in the form of shares in the purchaser. Given the current state of the purchasers operations, the Entity has valued the investment and the convertible note receivable based on the Entity's percentage shareholding in the purchasers net assets at the date of sale. Refer to Note 13.

$(d)$ Plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

Office, plant and equipment - over 1 to 10 years

Processing plant and equipment - life of mine, subject to the resource base.

De-recognition and disposal

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of profit or loss and other comprehensive income in the period the item is derecognised.

$(e)$ Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

except where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profits or taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries. associates and interest in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carryforward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax assets and unused tax losses can be utilised:

except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investment in subsidiaries. associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are recognised at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of profit or loss and other comprehensive income.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets relate to the same taxable entity and the same taxation authority.

$(f)$ Other taxes

Revenues, expenses and assets are recognized net of the amount of goods and services tax ("GST" or "VAT"), except where the amount of GST or VAT incurred is not recoverable from the relevant taxation authorities, in which case the GST or VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable, and receivables and payables, which are stated with the amount of GST or VAT included.

The net amount of GST or VAT recoverable from, or payable to, the relevant taxation authorities is included as a receivable or payable in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis and the GST or VAT component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST or VAT recoverable from, or payable to, the taxation authority.

Exploration and evaluation expenditures $(a)$

Exploration and evaluation expenditures are written off as incurred, except for acquisition costs and where an area of interest is established.

Exploration assets acquired from a third party are carried forward provided that either i) the carrying value is expected to be recouped through the successful development and exploitation or sale of an area of interest or ii) exploitation and/or evaluation activities in the area have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, active and significant operations in relation to the area are continuing and the rights of the tenure are current. If capitalised exploration and evaluation costs do not meet either of these tests, they are expensed to profit or loss.

An area of interest is established where a discovery of economically recoverable resource is made. The area of interest will be established as a mineral project. All activity relating to the area of interest is then subsequently capitalised. Where development is anticipated, costs will be carried forward until the decision to develop is made.

Each area of interest is reviewed at least bi-annually to determine whether it is appropriate to continue to carry forward the capitalised costs.

Upon approval for the development of an area of interest, accumulated expenditure for the area of interest is transferred to capitalised development expenditure.

$(h)$ Foreign currency translation

Both the functional currency and presentation currency of the Company and the subsidiaries is United States dollars (US$).

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. All differences are taken to the statement of profit or loss and other comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

$(i)$ Employee leave benefits

(i) Wages, salaries, annual leave and sick leave

Provision is made for the Group's liability for employee entitlements arising from services rendered by employees to reporting date. Employee entitlements due to be settled within one year have been measured at their nominal amounts based on remuneration rates which are due to be paid when the liability is settled. Expenses for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit valuation method. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service.

Trade and other payables $(i)$

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.

Cash and cash equivalents $(k)$

Cash and short term deposits in the statement of financial position include cash at bank and short term deposits with an original maturity of three months or less.

For the purposes of the statement of cash flows, cash and cash equivalents include cash and cash equivalents defined above, net of outstanding bank overdrafts.

$(1)$ Share capital

Share capital is recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

$(m)$ Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely dependent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs.

When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. the asset or cash-generating unit is considered impaired and is written down to its recoverable amount

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognised in the statement of profit or loss and other comprehensive income.

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss.

After such a reversal the depreciation charge is adjusted in future periods to allocate the assets revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

$(n)$ Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligations and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is represented in the statement of profit or loss and other comprehensive income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Trade and other receivables $(o)$

Trade receivables, which generally have 30 day terms are recognised and carried at fair value and subsequently measured at amortised cost less an allowance for any uncollectible amounts.

An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

$(p)$ Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

$(a)$ Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

Entity as a lessee

Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in profit or loss.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.

Operating lease payments are recognised as an expense in the statement of profit or loss and other comprehensive income on a straight-line basis over the lease term. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease payments between rental expense and reduction of the liability.

Borrowing costs $(r)$

Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are expensed as incurred.

Revenue recognition $(s)$

Interest revenue

Revenue is recognised as the interest accrues using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Business combinations of entities under common control $(t)$

The Group adopts the pooling of interests method to account for business combinations of entities under common control.

The pooling of interest method involves the following:

The assets and liabilities of the combining entities are reflected at their carrying amounts prior to the combination:

No adjustments are made to reflect fair values, or recognise any new assets or liabilities, that would otherwise be done under the acquisition method. The only adjustments that are made are to harmonise accounting policies;

No 'new' goodwill is recognised as a result of the combination; and

The only goodwill that is recognised is any existing goodwill relating to either of the combining entities. Any difference between the consideration paid/transferred (including liabilities assumed) and the equity 'acquired' is reflected within equity.

The consolidated statement of profit or loss and other comprehensive income reflects the results of the combining entities from the date that the combination occurred. Financial information for periods prior to the date the combination occurred is not restated.

$(u)$ Interest in a jointly controlled asset

The Group recognises its share of the asset, classified as plant and equipment. In addition the Group recognises its share of liabilities, expenses and income from the use and output of the jointly controlled asset.

Interest in joint arrangements $(v)$

The group's interest in joint arrangements is accounted for by proportionate consolidation, which involves recognising a proportionate share of the joint arrangements assets, liabilities, income and expenses with similar items in the consolidated financial statements on a line-by-line basis.

Basis of consolidation $(w)$

The consolidated financial statements comprise the financial statements of RTG and its subsidiaries.

Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a group controls another entity.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intragroup transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.

$(x)$ Share based payment transactions

The Company provides benefits to directors, consultant and employees of the Group in the form of share-based payment transactions, whereby eligible recipients render services in exchange for shares or rights over shares ('equity-settled transactions'). There is currently an options scheme, which provides benefits to eligible recipients of the Company.

The costs of equity-settled transactions with directors and employees is measured by reference to fair value at the date at which they are granted. The fair value is determined using a binomial model further details of which are given in Note 19.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of RTG if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('vesting date').

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except awards where vesting is conditional upon a market performance condition.

Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

$(y)$ Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the parent entity and board of directors.

Earnings per share $(7)$

(i) Basic earnings/(loss) per share

Basic earnings per share is calculated by dividing:

the profit/(loss) attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares.
by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adiusts the figures used in the determination of basic earnings per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(aa) Parent entity financial information

The financial information for the parent entity, RTG Mining Inc, disclosed in Note16 has been prepared on the same basis as the consolidated financial statements, except for investments in subsidiaries which are accounted for at cost in the financial statements of RTG Mining Inc.

(ab) Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets, principally equity securities, that are designated as available-for-sale or are not classified as Loans and Receivables, Held to Maturity Investments or Financial Assets at Fair Value through the Profit and Loss. After initial recognition available-for sale financial assets are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

(ac) Derivative financial instruments

The Group has derivative financial instruments in the form of a convertible note issued by Elephant Copper Ltd, which is convertible into shares at the discretion of the Company. Such derivative financial instruments are initially recognised at fair value at the date at which the derivatives are issued and are subsequently re-measured at fair value. These derivatives do not qualify for hedge accounting and changes in fair value are recognised immediately in profit and loss. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

З.	REVENUE
		31 December	30 June
		2013	2013
		(six months)	(twelve
			months)
		US$	US$
	Interest income	24.598	10,553
		24,598	10,553
4.	EXPENSES
		31 December	30 June
		2013	2013
		(six months)	(twelve

		US$	months)US$

	(a) Exploration and evaluation expenditure
	Employee benefits	56,380	255,500
	Consultants fees	9,930
	Motor vehicle expenses	4,261	17,221
	Travel expenses	478
	Exploration and drilling		42,256
	Rental expense		34,873
	Other general and office costs	20,284	209,003
		91,333	558,853

		31 December	30 June
		2013	2013
		(six months)	(twelve
			months)
		US$	US$
	(b) Business development
Travel		283,304	514,816
	Employee fees	266,876	238,171
Other		240,246	58,130
		790,426	811,117

		31 December	30 June
		2013	2013

		(six months)	(twelve
			months)
		US$	US$
	(c) Administrative expenses
	Accounting & audit fees	5,489	173,089
	Employee and directors fees	612,645	1,066,528
	Loan share plan embedded option expense		1,915,200
Legal fees		923,046	1,203,238
	Listing and shareholder reporting costs	9,728	147,633
Consultants		27,355	46,275
Other		460,582	196,490
		2,038,845	4,748,453

INCOME TAX 5.

The Company is incorporated in the British Virgin Islands and holds its registered officethere, however it is an Australian resident for tax purposes due to the location of its centralmanagement and control. The major co

(a) Recognised in the statement of profit or lossand other comprehensive income	31 December2013	30 June2013
		(six months) (twelve months)
Current income tax	US$	US$
Current Income tax expense / (benefit)		(963, 778)
Adjustments in respect of current income tax of
previous years
Deferred Income tax
Relating to the origination and reversal of
temporary differences		17,191
Gain not recognised for income tax purposes	569,512
Deferred tax assets not brought to account	(569, 512)	946,587
Income tax expense reported in the statement of
profit or loss and other comprehensive income
	31 December	30 June
(b) A reconciliation between tax expense and	2013	2013
accounting loss before income tax		(six months) (twelve months)
	US$	US$
Accounting loss before income tax	(881.240)	(8,322,752)
At the domestic income tax rate of 30% (Australia)	(264, 372)	(2,496,825)
Expenditure not allowable for income tax
purposes	425,460	1,515,857
Gain not recognized for income tax
purposes	(730, 600)
Adjustments in respect of current income
tax of previous years		34,382
Deferred tax assets not brought to account	569,512	946,587
Income tax expense reported in the statement of
profit or loss and other comprehensive income

(c) Deferred income tax	31 December	30 June
	2013	2013
		(six months) (twelve months)
	US$	US$
Deferred income tax at 31 December 2013 relates
to the following:
Deferred tax assets
Accruals	5,198	30,000
Provision for doubtful debts	64,578
Tax losses available to offset against future
taxable income	826,037	916,587
Foreign exchange losses	62,497
Deferred tax assets not brought to account	(958, 309)	(946, 587)

$21,$

The tax losses have not been recognised as their realisation is not considered probable at this stage. The recovery of any tax losses is dependent upon compliance with relevant tax authorities and regulations.

6. CASH AND CASH EQUIVALENTS

v.CASH AND CASH EQUIVALENTS
	31 December	30 June
	2013	2013
	US$	US$
Cash on hand	1,647	5.857
Cash at bank	10,985,887	14,982,315
	10.987.534	14,988,172

Cash at bank earns interest at floating rates based on daily bank deposit rates.

For further information on financial risk management refer to Note 18.

Reconciliation to Statement of Cash Flows (a)

	31 December2013US$	30 June2013(six months) (twelve months)US$
Reconciliation of net loss after tax to net cashflows from operations
Net loss after related income tax	(881, 240)	(8,322,752)
Adjustment for non-cash income and expenseitems:
Depreciation	118,076	340,092
Share based payments		1,915,200
Borrowing costs		112,606
Gain from discontinued operations	(2, 215, 826)
Unrealised foreign exchange (gains)/lossesChanges in assets and liabilities:	66,921	319,111
(Increase) /decrease in trade and otherreceivables	(34, 194)	888,461
(Increase) / decrease in prepayments	2.070	15,777
Increase /(decrease) in payables	(514,361)	414,543
Net cash outflow from operating activities	(3,458,554)	(4,316,962)

b) Non Cash Financing and Investing Activities

During the year ended 30 June 2013, shares were issued by RTG Mining in relation to the reorganisation of the Company and 14,000,000 shares were issued pursuant to the Loan Funded Share Plan. These are shown in Note 10.

$7.$ TRADE AND OTHER RECEIVABLES

	31 December	30 June
	2013	2013
	US$	US$
VAT and GST	58,168	32.132
Other	218,087	209,929
Previous joint venture partner receivable	1.396,453	1,181,194
Provision for joint venture partner receivable	(1,396,453)	(1, 181, 194)
	276,255	242,061

Receivables are non-interest bearing and are generally on 30-90 day terms. Other than the joint venture partner receivable. There are no receivables past due or impaired and it is expected that these receivables will be received when due.

The previous joint venture partner receivable due on the joint venture partner's 49% share of the development costs funded by the Company at the Mkushi Copper Project has been fully provided for the Company as at 31 December 2013. During the Current period, the Company has completed the sale of its interest in the Mkushi Copper Project. Under the sale agreement, the purchaser, Elephant Copper Ltd. agreed to repay the full receivable to RTG by 1 January2014. RTG did not receive the payment on that date hence the amount has been fully provided for at 31 December 2013. RTG issued a demand letter on 8 January 2014 demanding payment of the outstanding debt. RTG has advised Elephant Copper that it fully reserves all of its rights and remedies under the sale agreement. Refer to Note 18 for further information on trade and other receivables.

8. PROPERTY, PLANT & EQUIPMENT

	31 December	30 June
	2013	2013
	US$	US$
Office equipment
Opening balance	160,587	174,123
Additions	235,877	13,768
Disposals	(21.207)
Depreciation expense	(12.929)	(27, 304)
accumulated31December,At٥fnet
depreciation	362,329	160,587
underplantequipmentProcessingandconstruction
Opening balance	800,909	1.049.929
Additions		63,771
Disposals	(695.762)
Depreciation expense	(105, 147)	(312.788)
accumulated31AtDecember.netοf
depreciation		800,909

			31 December2013US$	30 June2013US$
Opening balance			961.496	1.224,049
Additions			235,877	77,539
Disposals			(716,969)
Depreciation expense			(118,076)	(340.092)
December.31Atnet	of	accumulated
depreciation			362.329	961,496

TRADE AND OTHER PAYABLES $9.$

	31 December	30 June
	2013	2013
	US$	US$
Trade creditors	193,625	594.398
Accrued expenses	15.000	128.588
	208.625	722.986

Trade payables are non-interest bearing and are normally settled on 30 to 60 day terms. There are no amounts that are expected to be settled greater than 12 months. Refer to Note 18 for further information on trade and other payables.

ISSUED CAPITAL 10.

				31 December2013Number	30 June2013Number	31 December2013US$	30 June2013US$
Issuedcapital:	and	paid	up	326,538,643	326,538,643	34,162,759	34, 162, 759

Fully paid ordinary shares carry one vote per share and the right to dividends. The Company is authorised to issue an unlimited number of shares of no par value of a single class.

Movements in contributed equity during the period were as follows:

(a) Ordinary Shares	Number	US$
Opening balance at 1 July 2013	326,538,643	34,162,759
Total shares on issue at 31 December 2013	326,538,643	34, 162, 759
	Number	US$
Opening balance at 1 July 2012	150,000,000	14,493,355
Shares issued under merger
Shares issued under the employee loan share plan (Refer
to Note 19)	14,000,000
Private placement	162,538,641	20,660,936
Capital raising costs		(991, 534)
Total shares on issue at 30 June 2013	326,538,643	34,162,759

(b) Reserves

	Acquisition	Share basedpayments	Total
	SUS	SUS	SUS
At 1 July 2013	(4,300,157)	3,139,200	(1, 160, 957)
At 31 December 2013	(4,300,157)	3,139,200	(1, 160, 957)
	Acquisition	Share basedpayments	Total
	SUS	SUS	SUS
At 1 July 2012	(4,300,157)	1,224,000	(3,076,157)
Loan Share Plan		1,915,200	1,915,200
At 30 June 2013	(4,300,157)	3,139,200	(1, 160.957)

Nature and purpose of reserves

Acquisition reserve

The acquisition reserve is used to record the difference between the consideration transferred and the equity acquired for common control business combinations.

Share based payment reserve

The share based payment reserve is used to record the value of share based payments provided to employees, including key management personnel and directors as part of remuneration. The notional value attributed to the shares issued under the Loan Share Plan is included in this reserve as accounting standards deem the non recourse loan to contain an embedded option (Refer to Note 19).

(c) Accumulated losses

	SUS
At 1 July 2013	(17,530,800)
Net loss for the year (six months)	(881, 240)
At 31 December 2013	(18.412.040)
	SUS
At 1 July 2012	(9, 208, 048)
Net loss for the year (twelve months)	(8,322,752)
At 30 June 2013	(17,530,800)

(d) Dividends

No dividends were paid or proposed during or since the end of the financial year.

Refer to Note 18 for information on capital risk management.

AUDITORS REMUNERATION $11.$

The auditor of the Company is BDO Audit (WA) Pty Ltd.

	31 December2013US$	30 June2013US$
Amounts received or due and receivable by BDO Audit (WA)Pty Ltd for:
• An audit or review of the financial report of the entity and
any other entity in the consolidated group.	30,000	87,211
	30.000	87.211

12. LOSS PER SHARE

Basic EPS is calculated as net profit/(loss) attributable to members, adjusted to exclude costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted EPS is calculated as net profit/(loss) attributable to members, adjusted for:

costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with dilutive potential ordinary shares $\blacksquare$ that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares.

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

The following reflects the income and share data used in the basic and diluted loss per share calculation:

(a) Loss used in calculating earnings per share	31 December 20136 monthsUS$	30 June201312 monthsUS$
For basic loss per share for continuing operationsNet loss attributable to ordinary equity holders of theparentFor diluted earnings per share for continuing operations	(3.097.066)n/a	(8,322,752)n/a
For basic loss per shareNet loss attributable to ordinary equity holders of theparentFor diluted earnings per share	(881, 240)n/a	(8,322,752)n/a

(b) Weighted average number of shares	Number ofShares	Number ofShares
Weighted average number of ordinary shares used in calculating
basic earnings per share	326.538.643	165,240,681
Effect of dilutive options
Adjusted weighted average number of ordinary shares used incalculating diluted earnings per share	326,538,643	165,240,681

DISCONTINUED OPERATIONS $13$

On 29 August 2013, RTG announced it had entered into an agreement for the sale of its 51% interest in the Mkushi Copper Project, through the sale of Seringa Mining Limited, for US$13.1m to RTG's joint venture partner, Elephant Copper Ltd ("Elephant Copper"). On 22 October 2013, the conditions precedents to the agreement were satisfied and the sale was completed. The purchase price of US$13.1m was satisfied by the issue of US$6.6m in new fully paid ordinary shares in Elephant Copper and a US$6.5m unsecured redeemable convertible Note ("Convertible Note"). As at the date of these financial statements, RTG holds 20,000,000 shares in Elephant Copper, a currently unlisted BVI incorporated entity. Under the agreement, Elephant Copper had also agreed to repay on or before 1 January 2014, the joint venture partner receivable, which is in the order of $1,396,653 as at the date of these financial statements. The Group has not yet received the joint venture partner receivable and has fully provided for this receivable in these financial statements. Additionally Elephant Copper has not yet completed an Initial Public Offering ("IPO") required to be completed by 31 December 2013 under the agreement. A demand letter was issued to Elephant Copper on 8 January 2014 demanding payment of the outstanding DHL Payment. RTG has advised Elephant Copper that it fully reserves all of its rights and remedies under the agreement. RTG has been advised by Elephant Copper that they have progressed in its discussion with investors for a new capital raising of C$1m and that Elephant Copper is currently on track to complete and lodge the IPO documents with the TSX shortly.

The Convertible Note is repayable on or before 1 January 2015, unless converted earlier, and will have an exercise price for conversion equal to the lesser of US$0.45 and 1.36 times the IPO Price. Should the IPO Price be less than US$0.33, RTG is then entitled to an additional tranche of Elephant Cooper shares so that the total consideration shares received from Elephant Cooper is equal to at least US$6.6m, based on the IPO share issuance price.

Financial performance of the discontinued operations

	31 December 2013	30 June 2013
	US$	USS
Gain on sale	2,435,335
Expenses	(219, 508)	(1,783,165)
Gain/(Loss) for the perioddiscontinuedfrom
operations	2.215.826	(1,783,165)

Assets and liabilities - held for sale operations

The major classes of assets and liabilities of the discontinued operations:

	31 December 2013US$	30 June 2013US$
Assets
Cash	9.547	5,368
Receivables	10.230	7.915
Property, plant and equipment	716,969	829,053
	736,746	842,336

Liabilities
Trade and other payables	$\overline{\phantom{a}}$	17.230
	$\blacksquare$	17,230

Consideration received on the sale of Seringa Mining Limited has been valued based on the shareholding interest in Elephant Copper Limited nets assets as at the acquisition date. The following table set out the consideration received. For further information on the valuation refer to Note 20.

Consideration received20,000,000 Elephant Copper Limited sharesConvertible note	US$1,841,8541,330,228
	3.172.082
Less: net assets sold	736,747
Gain on sale before tax	2.435.335

$14.$ RELATED PARTY DISCLOSURE

The consolidated entity consists of RTG and its subsidiaries and joint ventures listed in the following table:

	Country of	EquityInterest$(%)$	Investment(USS)	EquityInterest(%)	Investment(USS)
Name of Entity	Incorporation	31December2013	31December2013	30 June2013	30 June2013
Controlled Entities
Ratel Group Limited	British VirginIslands	100	2	100	$\overline{2}$
CGX Limited	British VirginIslands	100		100	$\overline{2}$
Ilesha Mining HoldingsLimited	British VirginIslands	100	22,546	100	22,546
Ilesha Mining Co-operative	The Netherlands	100	39,845	100	39,845
Ilesha Mining Limited	The Netherlands	100	40	100	40
Segilola Gold Ltd	Nigeria	100	100,555	100	100,555
Zambian Mining Limited	British VirginIslands	100	2	100	$\overline{\mathbf{c}}$
Seringa Mining Ltd(sold inOctober 2013)	Zambia
Joint Ventures
Segilola Joint Venture Co(1)	Nigeria (1)	$38^{(1)}$		$38^{(1)}$
Mkushi Copper JointVenture Co Ltd (sold 22October 2013)	Zambia			51

1 RTG has entered into a sale agreement for its interest in the Segilola Gold Project in Nigeria to the current joint venture partner for a total consideration of US$14M, with US$1M due on completion, US$5M due in 18 months after completion and a 3% net smelter royalty, underwhich up to a maximum of US$8M may be paid to RTG. The sale also resolves the existingdispute with the current joint venture partner Joint Venture was in dispute as the Company believes it has earned a 51% interest and the joint venture partner was seeking to argue that the interest has not been validly earned and the options have not all been validly exercised. Completion is anticipated in the next couple of months.

$(a)$ Other transactions with related parties

Transactions with related parties

During the period ended 31 December 2013, the Group entered into transactions with related parties in the wholly-owned group:

loans of $237,068 were advanced on short term inter-company accounts.

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.

15. KEY MANAGEMENT PERSONNEL DISCLOSURES

Remuneration Policy

The remuneration policy is to ensure that remuneration properly reflects the relevant person's duties and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the highest quality. Given the present nature of RTG's business, early stage production, exploration and development, the Company believes the best way to achieve this objective is to provide executives (including executive directors) with a remuneration package consisting of fixed and variable components that reflect the person's responsibilities, duties and personal performance.

Non-executive Director Remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. Each director receives a fee for being a director of the Company as well as employer contributions to superannuation funds.

Executive Remuneration

Fixed Remuneration

Fixed remuneration consists of base remuneration (which is calculated on a total cost basis), as well as employer contributions to superannuation funds.

Arrangements put in place by the Board to monitor the performance of the Consolidated Entity's executives include:

a review by the Board of the Group's financial performance; and
annual performance appraisal meetings incorporating analysis of key performance indicators with each individual to ensure that the level of reward is aligned with respective responsibilities and individual contributions made to the success of the Company.

Remuneration levels are reviewed as required by the compensation committee on an individual contribution basis in the form of a performance appraisal meeting. This incorporates analysis of key performance indicators with each individual to ensure that the level of reward is aligned with respective responsibilities and individual contributions made to the success of the Company.

Variable Remuneration - Short Term Incentive ("STI") Objective

The objective of the STI program is to link the achievement of the Group's operational targets with the remuneration received by the executives charged with meeting those targets. The total STI amount available is at the discretion of the board, however it is set at a level so as to provide sufficient incentive to the executive to achieve the operational targets and such that the cost to the Company is reasonable in the circumstances.

Structure

Actual STI payments granted to each executive depend on the extent to which key Group objectives are met. The objectives typically consist of financial and non-financial, corporate and individual measures of performance. Typically included are measures such as contribution to financing and capital raising objectives, risk management and relationship management with key stakeholders. These measures were chosen as they represent the key drivers for the short term success of the business and provide a framework for delivering long term value.

STI payments are made at the discretion of the Board and remuneration committee. Amounts are determined in line with the extent to which a key business objective has been met and the individuals responsibilities and contribution. The process occurs shortly after the key objective has been met and payments are delivered as a cash bonus upon approval, in order to closely align the achievement and reward.

STI Bonus for December 31, 2013 Financial Period and for 30 June 2013 Financial Year For the 31 December 2013 financial period and 30 June 2013 financial year there were no STI payments made to Executives. No STI bonus amounts have been forfeited during the 31 December 2013 financial period and 30 June 2013 financial year. STI payments are made at the discretion of the Board and remuneration committee.

Variable Remuneration - Long Term Incentive ("LTI") Objective

The objective of the LTI plan is to reward executives in a manner that aligns remuneration with the creation of shareholder wealth.

Structure

LTI grants to executives are delivered in the form of loan funded shares under the Loan Funded Share Plan. Shares are granted to executives based on their role and responsibilities. The shares may be granted on varying vesting terms designed to align the individuals' role and responsibilities with the vesting terms. Shares granted as remuneration are determined as part of the overall review of performance and compensation. Criteria which are measured included relative share price performance over the period leading up to their grant. Details of LTI shares granted and the value of shares granted, sold and lapsed during the year are set out in the tables following.

Service Agreements

In relation to directors and executives, in the case of serious misconduct, employment may be terminated without notice, and with no entitlement to termination payment. Details of the nature and amount of each element of the emolument of each director and key management personnel of the Company and each of the executive officers of the Company and the Consolidated Entity receiving the highest emolument for the financial year are as follows:

Details of Key Management Personnel(i) Directors

$1.7 - 1.7 - 1.7 - 1.7 - 1.7$
Michael Carrick	Director and Chairman - appointed 28 March 2013
Justine Magee	Director and Chief Executive Officer - appointed 28 March 2013
David Cruse	Director (non-executive) - appointed 28 March 2013
Philip Lockyer	Director (non-executive) - appointed 28 March 2013
Robert Scott	Director (non-executive) - appointed 28 March 2013
Michael Bowen	Director - appointed 27 December 2012, resigned 28 March 2013

(ii) ExecutivesHannah HudsonMark Turner Chief Financial Officer and Company Secretary - appointed 28 March 2013Chief Operating Officer- appointed 28 March 2013

(a) Key management personnel compensation

6 months endedDecember 31, 2013		Short-term		Post-employmentBenefits	Longtermincentive
	Salary &Fees	Bonus	Otherallowances	Superannuationbenefits	Loanfundedshareplan	Total	TotalPerformanceRelated
	US$	US$	US$	US$	US$	US$	%
Directors
Mr Michael Carrick	134,914	$\sim$	39,484	16,190	٠	190,588	۰
Ms Justine Magee	172,751	٠	10,647	11,091	٠	194,489	۰
Mr David Cruse	26,618	$\sim$	٠	٠	٠	26,618	$\sim$
Mr Philip Lockyer	26,618	$\sim$	$,$	2,462	٠	29,080	$\scriptstyle\rm m$
Mr Robert Scott	26,618	٠	٠	۰	٠	26,618	$\sim$
Executives
Mr Mark Turner	168,237	٠	10,655	11,091	۰	189,983	۰
Ms Hannah Hudson	100,330	۰		9.281	۰	109,611
Total
Remuneration	656,086	۰	60,786	50,115	٠	766,987	۰

12 months endedJune 30, 2013		Short-term		Post-employmentBenefits	Longtermincentive
	Salary &Fees	Bonus	Otherallowances	Superannuationbenefits	Loanfundedshareplan	TotalHolland	TotalPerformanceRelated
	US$	USS	USS	US$	US$	US$	$\gamma_{\rm s}$
Directors
Mr Michael Carrick	47,532	6		5,704	410,400	463,636
Ms Justine Magee	127,132	à.	6.248	9,868	410,400	553,648	٠
Mr David Cruse	14.262	÷.			68,400	82.662	÷.
Mr Philip Lockyer	14,262	۰.		1.284	68,400	83,946	۰.
Mr Robert Scott	14,262	۰	٠	1.284	68,400	83,946	۰.
Michael Bowen		۰	٠
Executives
Mr Mark Turner.	124,380	÷	×.	8,951	342,000	475,331
Ms Hannah Hudson	80,907	×	×	7,282	205,200	293,389
Total
Remuneration	422,737		6,248	34,373	1,573,200	2.036.558

*Mr Bowen resigned on 28 March 2013.

(b) Equity instrument disclosures relating to key management personnel(i) Shares issued to employees

On 28 March 2013, shares were issued to key management personnel of the Company under the Loan Funded Share Plan that wasapproved by Shareholders at the 21 March 2013 special shareholders meeting of Ratel Group Limited. T

÷,
Shares were issued on Zo warch 2013 at C30.165, which was in excess of the 5 day volume weightedaverage market price on that day.14,000,000 shares were issued which vested immediately.Shares issued under this plan have $\ddot{\phantom{a}}$ ç

The details of the allocation of shares to key management personnel are as follows:

Name	Date of issue	No. of sharesissued	Share issueprice ($C)	Sharesvested to theend ofDecember 31.2013	Sharesforfeited inthe year	Financialyear in whichsharesvested	Nature ofshares
Mr Michael	28 March						Ordinary
Carrick	2013	3,000,000	0.165	100%	nil	June 2013	shares
Ms Justine	28 March						Ordinary
Magee	2013	3,000,000	0.165	100%	nil	June 2013	shares
Mr David	28 March						Ordinary
Cruse	2013	500,000	0.165	100%	nil	June 2013	shares
Mr Philip	28 March						Ordinary
Lockyer	2013	500.000	0.165	100%	nil	June 2013	shares
Mr Robert	28 March						Ordinary
Scott	2013	500.000	0.165	100%	nil	June 2013	shares
Mr Mark	28 March						Ordinary
Turner	2013	2,500,000	0.165	100%	nil	June 2013	shares
Ms Hannah	28 March						Ordinary
Hudson	2013	1,500,000	0.165	100%	nil	June 2013	shares

Details of the non-recourse loans granted to employees can be found at Note 19.

(ii) Options granted to key management personnel

31 December 2013

There were no options granted to executives of the Company during the six month period ended 31 December 2013 (June 2013: nil).

Share holdings(iii)	Balance at start	Received during the	Granted un the	Other changes	Balance at the
31 December 2013	of period	period on exercise ofoptions	Loan SharePlan	during theperiod	end of period
Directors
Mr Michael Carrick	5,277,334 (1) (2)(3)	×	$\frac{1}{2}$		5 277 334
Ms Justine Magee	3.454.044	٠			3454.044
Mr David Cruse	365 400	$\overline{\phantom{a}}$	62		365,400
Mr Philip Lockyer	653,850	$\alpha$			653,850
Mr Robert Scott	807,700	$\sim$	$\langle \cdot \rangle$		807,700
Executives
Mr Mark Turner	2,500,000	$\sim$	$\mathcal{L}$	S.	2 500 000
Ms Hannah Hudson	1,541,664	÷			1.541.664
(1) 138,888 shares held beneficially by Dureg Pty Ltd.(2) 277,770 shares beneficially held by Castlesprings Pty Ltd.(3) Includes 1,880,676 shares held by Mountainside Investments Pty Ltd. Mr Carrick is a director of this company but has no beneficial interest in these shares.

30 June 2013	Balance at startof period	Received during theperiod on exercise ofoptions	Granted un theLoan SharePlan	Other changesduring theperiod	Balance at theend of period
Directors
Mr Michael Carrick	416,658 (f) (3)	٠	3,000,000	860.676 cm	5,277,334
Ms Justine Magee	CONTRACT	×	3,000,000	454,044	3 454 044
Mr David Cruse		÷	500,000	865.400	1,365.400
Mr Philip Lockyer	-	$\sim$$-1.1$	500,000	153,850	653.850
Mr Robert Scott	$-4$	$\alpha$	500 000	307,700	807,700
Executives
Mr Mark Turner	$-$	ತ	2,500,000	$\sim$	2,500,000
Ms Hannah Hudson(1) 138,888 shares held beneficially by Dureg Pty Ltd.	41,664	$\overline{\phantom{a}}$	1,500,000	÷	1,541,664

For one are not center out of Castlesoftops Fty Ud.(2) Includes 1,860,676 shares held by Mountainside Investments Pty Ud. Mr Carriok is a director of this company but has no beneficial interest in these shares.

$35,$

16. PARENT ENTITY INFORMATION

	31 December2013US$	30 June2013US$
Information relating to RTG:
Current assets	11.249.224	15.189.802
Total assets	11,498,126	15,200,483
Current liabilities	(200.114)	(705, 753)
Total liabilities	(200, 114)	(705, 753)
Issued capital	34,162,760	34,162,760
Share option reserve	3.139.200	3.139.200
Asset acquisition reserve	(4.974.629)	(4.974.629)
Accumulated losses	(21,029,319)	(17, 832, 601)
Total shareholders equity	11,298,012	14,494,730
Loss of the parent entity	(3, 196, 718)	(6,904,652)
Total comprehensive income/(loss) ofthe parent entity	(3.196.718)	(6.904.652)

$17.$ COMMITMENT AND CONTINGENCIES

	Payments due by period
Contractualobligations	Total	Less than 1vear	1-3 years	4-5 years	More than 5years
Lease obligations 1Total contractual		206,550	309,825	$\blacksquare$	۰
obligations		206,500	309,825	۰	۰

1 Corporate office lease payments due.

18. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group's principal financial instruments comprise cash and cash equivalents, receivables, payables and borrowings. The Group 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 financial statements.

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.

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. Receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.

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 Poors credit rating of 'A' or greater. The credit risk associated with cash and cash equivalents is considered negligible by the Group. The Group does not hold collateral as security. As discussed in Note 7, the Company has recognised a receivable from its previous joint venture partner in the Mkushi Copper Project. The joint venture partner receivable represents 49% of the development costs funded by Seringa Mining Limited for the agreed heap leach operation since the development began in the last quarter of the 2011 financial year. The amount is currently past 90 days due and has been fully provided for. For further detail, refer to Note 7.

The Group does not have any other receivables past due or impaired.

Interest rate risk

At balance date, the Group's maximum exposure to interest rate risk is as follows:

いっこうちょくさんおんこうアクス・ビュースおんしつあつアイ・ラントしょうこうどうアクトルこうきょうしきんスイス・スープアーマース	Note	31 December2013	30 June2013
Cash and cash equivalents		USS	US$
US$ balances held	6	1,088.426	4,983,158
CADS balances held	6	9,647,983	9,814,440
		10.736,409	14,797,599

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.

Foreign currency risk

At reporting date, the Group had the following exposure to foreign currencies (NGN), (AUD), (EUR) and (CAD) on financial instruments that are not designated as cash flow hedges:

	31 December2013US$	30 June2013US$
Financial Assets
Cash and cash equivalents	9,908,655	10,039,210
Trade and other receivables	286,486	242,061
Prepayments	190	2,259
	10,195,331	10,283,527
Financial Liabilities
Trade and other payables	208,625	175,488
	208,625	175,488
Net exposure	9,986,706	10,108,039

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity risk is to ensure, as far as possible, that 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. Maintainingsurplus 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, short and long-term borrowings subject to the current forecast operating parameters being met.

The contractual maturities of the Group's financial liabilities are as follows:

	31 December2013USS	30 June2013US$
Within one monthTrade creditorsOne Month or later and no later than one year	208,625	624.396
Trade creditors	۰	624.396
	208,625

The Group 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 Group's liquidity needs can likely be met through existing cash on hand, subject to the current forecast operating parameters being met.

Sensitivity Analysis

The following table summarises the sensitivity of the Group's financial assets and liabilities to interest rate risk and foreign exchange rate risk. Had the relevant variables, as illustrated in the tables, moved, with all other variables held constant, post tax profit and equity would have been affected as shown.

Consolidated				Interest rate risk				Foreign exchange risk
31 December2013			Negativemovement		Positivemovement			Negative movement		Positivemovement
Financialassets	Note	CarryingAmount	Profit	Equity	Profit	Equity	Profit	Equity	Profit	Equity
Cash and cashequivalents
USD	2	1,105.411	(11.054)	(11.054)	11.054	11.054	(110.541)	(110.541)	110.541	110.541
AUD	1,2	231, 192	(2.312)	(2.312)	2.312	2.312	(23.119)	(23, 119)	23.119	23.119
CAD	1.2	9.647.983	(96.480)	(96, 480)	96.480	96,480	(964,798)	(964, 798)	964,798	964,798
EUR	1.2	6,044	(60)	(60)	60	60	(604)	(604)	604	604
NGN	$\overline{2}$	6,449	(64)	(64)	64	64	(645)	(645)	645	645

The sensitivities show the net effect of a 10% movement in the USD against the AUD, CAD, EUR and NGN. Sensitivity rates have been based on 12 month averages.2 The sensitivities show the net effect of a 1% movement in AUD and USD interest rates, respectively. Sensitivity rates have

been based on 12 month averages.

Consolidated				Interest rate risk				Foreign exchange risk
30 June 2013			Negativemovement		Positivemovement		Negative movement		Positivemovement
Financialassets	Note	CarryingAmount	Profit	Equity	Profit	Equity	Profit	Equity	Profit	Equity
Cash and cashequivalents
USD	$\overline{\mathbf{2}}$	4,983,158	(49.832)	(49.832)	49,832	49,832	- -	om.
AUD	1,2	163,708	(1,637)	(1.637)	1.637	1.637	(22.919)	(22.919)	22919	22.919
CAD	1.2	9,814,440	(98.144)	(98.144)	98,144	98,144	(687.011)	(687.011)	687.011	687.011
EUR	1,2	45, 108	(451)	(451)	451	451	(5, 413)	(5, 413)	5,413	5.413
NGN	1,2	10,888	(10.888)	(10.888)	10.888	10,888	(871)	(871)	871	871
ZMK	1.2	5,066	(5.066)	(5,066)	5,066	5.066	(405)	(405)	405	405

The sensitivities show the net effect of a 10% movement in the USD against the AUD, CAD, EUR, NGN, and ZMK. Sensitivity rates have been based on 12 month averages.2. The sensitivities show the net effect of a 1% movement in AUD and USD interest rates, respectively. Sensitivity rates have

been based on 12 month averages.

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 $25,577,296 at 31 December 2013.

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 repay debts 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.

SHARE BASED PAYMENTS 19.

Loan funded share plan

Shares issued pursuant to the Loan Funded Share Plan are for services rendered to date by eligible employees and directors to date and, going forward, for services rendered by existing and any new eligible employees and directors who are appointed in the future. The purposes of the Plan are to motivate and retain employees, attract quality employees to the Group create commonality of purpose between the employees and the Group, create wealth for shareholders by motivating the employees, and enable the employees to share the rewards of the success of the Group. Where the Company offers to issue incentive shares to a Director employee, the Company may offer to provide the recipient with a limited recourse, interest free loan to be used for the purposes of subscribing for the shares in the Company. The Company's recourse to repayment of the loans is limited to the lesser of:

a) The original loan to the participant less any repayments made; or
b) The market value of the shares as at the date of repayment of the loan.

Loan Funded Share Plan Shares issued at 31 December 2013

Name	Date ofissue	No. ofsharesissued	Shareissueprice(SC)	Balanceat 1 July2013	Grantedduring theperiod	Forfeitedduring theperiod	Balanceat 31December2013
Michael	28 March
Carrick	2013	3,000,000	0.165	3,000,000	nil	nil	3,000,000
Justine	28 March
Magee	2013	3,000,000	0.165	3,000,000	nil	nil	3,000,000
David	28 March
Cruse	2013	500,000	0.165	500,000	nil	nil	500,000
Philip	28 March
Lockyer	2013	500,000	0.165	500,000	nil	nil	500,000
Robert	28 March
Scott	2013	500,000	0.165	500.000	nil	nil	500,000
Mark	28 March
Turner	2013	2,500,000	0.165	2,500,000	nil	nil	2,500,000
Hannah	28 March
Hudson	2013	1.500.000	0.165	1.500.000	nil	nil	1,500,000
Other	28 March
employees	2013	2,500,000	0.165	2,500,000	nil	nil	2,500,000

Employee and director option plan

On 15 October 2010 the Board of Ratel Group Limited approved an option plan whereby Directors and Employees could be issued options in the Company. 12,000,000 options were granted under this plan expired on 22 February 2013. No further options have been granted.

20. FAIR VALUE MEASUREMENTS

The Group measures the following assets at fair value on a recurring basis:

Available for sale financial assets
- Derivative financial asset

Fair value hierarchy

IFRS 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Recognised fair value measurements

The following table presents the Group's assets measured at fair value at 31 December 2013. Comparative information has not been provided as per the transitional provisions of the new rules.

2013	Level 1US$	Level 2USS	Level 3US$	TotalUS$
Availableforsale
financial asset	۰	ೆ	1,841,854	1.841.854
Derivativefinancial
asset	٠	$\sim$	1,330,228	1,330,228
Total financial
assets	¥	12	3,172,082	3.172.082

Disclosed fair values

a shekara

The carrying amounts of trade receivables and payables are assumed to approximate their fair values due to their short term nature.

Valuation techniques used to derive level 2 and 3 fair values

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all the specific inputs required to fair value an instrument are observable, the instrument is classified as level 2. If one or more of the significant inputs is not based on market observable data, the instrument is classified as level 3. The Entity holds an investment and convertible note receivable from Elephant Copper Limited, an unlisted entity. The investment in Elephant Copper

Limited was valued based on RTG's 18% interest in Elephant Copper Limited's net asset carrying value, which is considered to equate to Elephant Copper Limited's fair value of $10M. based on audited information and an independent valuation. The convertible note valuation was based on the investment interest RTG is entitled to receive in Elephant Copper Limited's net asset carrying value, should RTG elect to receive the convertible note receivable in the form of shares. Hence these items have been classified as Level 3 as there is no active market to be able to observe the fair market value of the shares to determine the fair values used for the financial instruments.

The following table presents the changes in level 3 items for the period ended 31 December 2013

	Available for salefinancial assetsUS$	Derivativefinancial assetUS$	TotalUS$
Opening balance at 1 July
2013	۰	٠
Convertible note		٠	$\overline{\phantom{a}}$
Total financial assets	۰	۰
Acquisitions	1,841,854	1,330,228	3.172.082
At 31 December 2013	1,841,854	1,330,228	3,172,082

$21.$ SEGMENT REPORTING NOTE

During the current financial period, The Company sold its interest in the Mkushi Copper Joint Venture, located in Zambia. As such, at 31 December 2013, the Company has only one reporting segment, Nigeria, hence information in these annual financial statements has been provided on a consolidated basis.

EVENTS AFTER REPORTING DATE 21

On 24 February 2014, RTG announced it had entered into a conditional Scheme Implementation Deed ("Merger Agreement") with Sierra Mining Limited ("Sierra") to combine the two companies at an agreed exchange ratio of:

3 RTG shares for each Sierra share held; plus
1 RTG option for every 3 Sierra shares held.

The RTG options will be exercisable for a period of three years at an exercise price of C$0.15.

This consideration represents:

approximately A$0.301 (C$0.30) per Sierra share (based on the closing share price for RTG on TSX on 21 February 2014, and the Black-Scholes option pricing model based on Sierra's 12 month volatility, and the exchange rate on 21 February 2014 of CAD:AUD $1.005$ :
a premium of 27.4% to the 30 day VWAP of the Sierra share price based on the 30 day VWAP of the RTG share price; and
a premium of 15.9% to the closing price of Sierra shares of A$0.26 on 21 February 2014 (being the date prior to the announcement).

The merger will be implemented by way of Scheme of Arrangement between Sierra and its shareholders under the Australian Corporations Act 2001. RTG will also seek a listing on the Australian Securities Exchange (ASX) (in addition to its current TSX listing) as part of the transaction.

The merger is conditional upon approvals from Sierra shareholders, RTG shareholders and the Australian Court as well as necessary regulatory approvals and other customary conditions (see Merger Agreement for more details). In conjunction with the merger, RTG also intends to undertake a consolidation of its shares on a 10:1 basis.

RTG is currently expecting to send a circular to shareholders in mid April 2014, with a shareholders meeting to approve the share and option issuances under the merger, along with other matters, to be held in mid May 2014.

Indicative timing for implementation of the merger is as follows:

Event	Target Date
Court hearing to approve scheme booklet	early April 2014
RTG Circular sent to RTG shareholders	mid April 2014
Scheme booklet sent to Sierra shareholders and optionholders	mid April 2014
RTG shareholders meeting	mid May 2014
Sierra shareholders meeting and optionholders meeting	mid May 2014
Court hearing to approve Merger and option scheme	late May 2014
Merger and option scheme become effective	late May 2014
Sierra shareholder and optionholders receive RTG shares and options	early June 2014
RTG listed on ASX	early June 2014

Additionally, post year end RTG announced it has entered into a sale agreement for its interest in the Segilola Gold Project in Nigeria to the current joint venture partner for a total consideration of US$14M, with US$1M due on completion, US$5M due in 18 months after completion and a 3% net smelter royalty, under which up to a maximum of US$8M may be paid to RTG. The sale also resolves the existing dispute with the current joint venture partner. Completion is anticipated in the next couple of months.

DIRECTORS DECLARATION

In accordance with a resolution of the directors of the Company, I state that in the opinion of the Directors:

the financial statements and notes of the consolidated entity: $(a)$
- give a true and fair view of the consolidated entity's financial position as at 31 $(i)$ December 2013 and of its performance for the six month period ended 31 December 2013; and
- $(i)$ comply with International Accounting Standards and other mandatory professional reporting standards; and
there are reasonable grounds to believe that the Company will be able to pay its debts $(b)$ as and when they become due and payable.

On behalf of the Board.

$M\rightarrow$

MICHAEL CARRICK Director

Perth, 31 March, 2014

Tel: +61 8 6382 4600Fax: +61 8 6382 4601www.bdo.com.au

38 Station StreetSubiaco , WA 6008PO Box 700 West Perth VMA 6872Australia

DECLARATION OF INDEPENDENCE BY PETER TOLL TO THE DIRECTORS OF RTG MINING INC.

As lead auditor of RTG Mining Inc. for the period ended 31 December 2013, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

. any applicable code of professional conduct of the International professional accounting bodies in relation to the audit.

This declaration is in respect of RTG Mining Inc. and the entities it controlled during the period.

Rec

Peter Toll Director

BDO Audit (WA) Pty Ltd Perth, 31 March 2014

800 Augit. [MA) List AB4 79 + 12284 781 G. am ombor of a national association of in opperant on this with market of 800 [Just dila] List AB4 77 050++0 275, an usiscal company which by garantes. BM work (MA) Pouca and Roma 45

Tel: +61 8 6382 4600Fax: +61 8 6382 4601

38 Station StreetSublace , WA 6008PO Box 700 West Perth Villi 6872 ailestina.

INDEPENDENT AUDITOR'S REPORT

To the members of RTG Mining Inc.

Report on the Financial Report

We have audited the accompanying financial report of RTG Mining Inc., which comprises the consolidated statement of financial position as at 31 December 2013, consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the 6 months ended on that date, notes comprising a sum mary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the entity and the entities it controlled at the year's end or from time to time during the 6 months.

Directors' Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with International Financial Reporting Standards, and for such internal control as the directors' determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state, that the financial statements comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with international generally accepted auditing standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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Independence

In conducting our audit, we have complied with the independence requirements of the International Accounting Standards Board. We confirm that the independence declaration which has been given to the directors of RTG Mining Inc., would be in the same terms if given to the directors as at the time of this auditor's report.

Opinion

In our opinion;

(a) the financial report of RTG Mining Inc. presents fairly, in all material respects, the financial position of the consolidated entity, as at 31 December 2013, and its financial performance and cash flows for the 6 months ended on that date in accordance with International Financial Reporting Standards.
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

BDO Audit (WA) Pty Ltd

$RD$ $C22$

Peter Toll Director

Perth, 31 March 2014

Corporate Directory

Directors

Ian Middlemas – Non Executive Chairman Matthew Syme – Managing Director Johan Raadsma – Non Executive Director Francis Enrico Gutierrez – Non Executive Director

Company Secretary Clinton McGhie

Registered and Corporate Office

Level 9, BGC Centre 28 The Esplanade Perth, Western Australia 6000 Tel +61 8 9322 6322 Fax +61 8 9322 6558

Independent Expert

BDO Corporate Finance (WA) Pty Ltd 38 Station Street Subiaco WA 6008 Tel +61 8 6382 4600 Fax +61 8 6382 4601

Geological Consultants

CSA Global Level 2, 3 Ord Street West Perth WA 6005 Tel +61 8 9355 1677 Fax +61 8 9355 1977

Stock Exchange Listing

Australian Securities Exchange ASX Codes: SRM (Sierra Shares) SRMOA (Sierra Options)

Australia Solicitors

Hardy Bowen Lawyers Level 1 28 Ord Street West Perth WA 6005 Tel +61 8 9211 3600 Fax +61 8 9211 3690

Canadian Solicitors

Stikeman Elliot Level 12, Suit 1 50 Margaret Street Sydney, New South Wales 2000 Tel +61 2 9232 7199 Fax +61 2 9232 6908

BVI Lawyers

Walkers 171 Main Street PO Box 92, Road Town Tortola VG1110, British Virgin Islands T +1 284 494 2204 F +1 284 494 5535

Philippine Solicitors

Cruz Marcelo & Tenefrancia CVCLAW Center 11th Ave. cor. 39th Street Bonifacio Triangle Bonifacio Global City 1634 Metro Manila, Philippines Tel: +632 8105858 Fax: +632 8103838

Sierra Registry

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace Perth, Western Australia 6000 Tel 1300 850 505 (from within Australia) Tel +61 3 9415 4000 (from outside Australia)

AI assistant

RTG Mining Inc. — Audit Report / Information 2014

47130_rns_2014-04-29_891cd06c-799b-48ce-b29d-14e8f78c4e48.pdf

Annexure 2 - Solicitor's Report on Tenements

CRUZ MARCELO&TENEFRANCIA

SPECIAL PROJECTS Gentlemen: Ma. Lilane T. Gomez

ASSOCIATES

AN OVERVIEW OF THE MINING INDUSTRY IN THE PHILIPPINES L.

A. The 1987 Philippine Constitution

B. The Philippine Mining Act of 1995

C. Regulatory Agencies

Areas Open to Mining Applications D.

Е. Mining Tenements under the Mining Act

Qualified Persons

F. Other Types of Permits

1. Mineral Processing Permits

2. Ore Transport Permits

G. Common Provisions

Н. Community Development

Government Share Đ.

Pending Mining Case with the Philippine Supreme Court

$\mathbf{J}$ . Small-Scale Mining

VYV

XXX

Κ. The Indigenous Peoples' Rights Act ("IPRA") and the Rights of Indigenous Peoples ("IPs")

Rights of ICCs/IPs

Role of Local Government Units in the Permitting Process

Executive Order No. 79, Series of 2012 ("EO 79") and other М. Developments

Ш. OPINION

APSA-002-V

EP-014-2013-V

MLC MRD-459

EXPA-118-XI

APSA-03-XIII

EXPA-037-XIII

EXPA-123-XI

EXPA-000188-V

EP-02-10-XI

EP-01-06-XI

EP-01-10-XI

CRUZ MARCELO & TENEFRANCIA

Annexure 3 - Scheme Implementation Deed

Table of Contents

Table of Contents

Page No

This Scheme Implementation Deed is made this 24th day of February 2014

Background

$\mathbf{1}$ . Definitions and Interpretation

$1.1$ Definitions

$1.2$ Interpretation

$1.3$ Business Dav

$1.4$ Contra proferentem excluded

2. Agreement to proceed with the Transaction

$3.$ Conditions precedent and pre-implementation steps

$3.1$ Conditions precedent to Share Scheme

(together Regulatory Approvals).

$3.2$ Conditions precedent to Option Scheme

$3.3$ Reasonable endeavours to satisfy conditions

$3.4$ Waiver of conditions precedent

$3.5$ Negotiation on failure of condition precedent

$3.6$ Certain notices

4 Transaction steps

$4.1$ Share Scheme

$4.2$ Option Scheme

4.3 Fractional entitlements

$4.4$ Election not to receive CDIs

4.5 Ineligible Foreign Shareholders and Optionholders

4.6 Small Shareholders and Small Optionholders

4.7 Adjustment for RTG Share Consolidation

4.8 Shares to rank equally

5. Implementation

$5.1$ Sierra's obligations

$5.2$ RTG's obligations

5.3 Conduct of business

5.4 Appointment of directors

$5.5$ Sierra Board recommendation

$5.6$ RTG Board recommendation

$5.7$ Conduct of Court proceedings

5.8 Responsibility statements

$5.9$ Permitted raising of working capital

RTG Mining Inc. Audit Report / Information 2014