RTG Mining Inc. - M&A Activity 2014

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SCHEME BOOKLET

for schemes of arrangement to implement the proposed merger between Sierra Mining Limited and RTG Mining Inc.

Your Directors unanimously recommend that you

VOTE IN FAVOUR of the Merger

This is an important document and requires your immediate attention. You should read this document in its entirety before deciding whether or not to vote in favour of the Merger. If you are in any doubt as to how to deal with this document, you should consult your financial, legal or other professional adviser immediately.

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Australian Legal Advisers

Important Notices	1
Key Dates	7
Letter from Managing Director of Sierra	8
Letter from Chairman of RTG	11
1. This Scheme Booklet	12
2. Summary of the Merger	17
3. Recommendation of the Directors and Other Matters Relevant to Your Vote	23
4. Information about Sierra	31
5. Information about RTG	50
6. Information about Combined RTG and Sierra Group	70
7. Potential Risk Factors	92
8. Summary of Certain Aspects of BVI Law, Canadian Law and TSX Rules	109
9. Information about the Merger and the Schemes	137
10. Scheme Consideration	156
11. Australian Taxation Implications	169
12. Additional Information	177
13. Glossary	189
Annexure 1 – Independent Expert's Report	201
Annexure 2 – Solicitor's Report on Tenements	383
Annexure 3 – Scheme Implementation Deed	407
Annexure 4 – Share Scheme	477
Annexure 5 – Share Scheme Deed Poll	496
Annexure 6 – Option Scheme	504
Annexure 7 – Option Scheme Deed Poll	523
Annexure 8 – Notice of Share Scheme Meeting	531
Annexure 9 – Notice of Option Scheme Meeting	536
Annexure 10 – RTG Audited Financial Statements for the Year Ended 31 December 2013	541

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Important Notices

Defined terms

Capitalised terms and certain abbreviations used in this Scheme Booklet (other than in the Independent Expert's Report (including the Technical Specialist's Report) contained in Annexure 1 and the Solicitor's Report on Tenements contained in Annexure 2) and the Proxy Form accompanying this Scheme Booklet have the defined meanings set out in the Glossary in section 13. The Independent Expert's Report, the Technical Specialist's Report and the Solicitor's Report on Tenements contain their own defined terms which are sometimes different from those set out in the set out in the Glossary in section 13.

Purpose of this Scheme Booklet

This Scheme Booklet includes the explanatory statement for each Scheme required by section 412(1) of the Corporations Act.

The purpose of this Scheme Booklet is to explain the terms of the Schemes and the manner in which the Schemes will be considered and, if approved, implemented. This Scheme Booklet provides all information required to be given to Sierra Securityholders or that is otherwise material to the decision of Sierra Securityholders whether or not to vote in favour of the Schemes at the Scheme Meetings.

General

You should read this Scheme Booklet in its entirety before making a decision as to how to vote on the resolution to be considered at the Scheme Meetings. If you have any questions, you may contact the Company Secretary of Sierra on +61 8 9322 6322 between 9.00am and 5.00pm (WST) Monday to Friday. If you are in any doubt as to what to do, you should consult your financial, legal or other professional adviser immediately.

Responsibility statement

Sierra has prepared, and is responsible for, the Sierra Information in this Scheme Booklet, and neither RTG nor any of its directors, officers, employees or advisers assumes any responsibility for the accuracy or completeness of the Sierra Information.

RTG has prepared, and is responsible for, the RTG Information in this Scheme Booklet, and neither Sierra nor any of its directors, officers, employees or advisers assumes any responsibility for the accuracy or completeness of the RTG Information.

BDO Corporate Finance (WA) Pty Ltd has prepared and is responsible for the Independent Expert's Report and none of Sierra, RTG and their respective directors, officers, employees and advisers assumes any responsibility for the accuracy or completeness of the information in that report, except in the case of Sierra and RTG in relation to information given by them respectively to the Independent Expert.

CSA Global has prepared and is responsible for the Technical Specialist's Report (which is included as an annexure to the Independent Expert's Report) and none of Sierra, RTG and their respective directors, officers, employees and advisers assumes any responsibility for the accuracy or

Sierra Mining Limited SCHEME BOOKLET

completeness of the information in that report except in the case of Sierra and RTG in relation to information given by them respectively to CSA Global.

Cruz Marcelo & Tenefrancia has prepared and is responsible for the Solicitor's Report on Tenements and takes responsibility for that report and none of Sierra, RTG and their respective directors, officers, employees and advisers assumes any responsibility for the accuracy or completeness of the information in that report except in the case of Sierra in relation to information given by Sierra to Cruz Marcelo & Tenefrancia.

Effect of registration outside Australia

As RTG is not established in Australia, its general corporate activities (apart from any offering of securities in Australia) are not regulated by the Corporations Act or by ASIC but instead are regulated by the BVI Business Companies Act and its registration is administered by the Registrar of Corporate Affairs of the British Virgin Islands.

Role of ASIC

A copy of this Scheme Booklet has been lodged with, and registered by, ASIC for the purposes of section 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with section 411(2)(b) of the Corporations Act. Neither ASIC nor any of its officers takes any responsibility for the contents of this Scheme Booklet.

ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that it has no objection to the Schemes. If ASIC provides that statement, it will be produced to the Court at the Second Court Hearing.

Role of ASX

A copy of this Scheme Booklet has been lodged with ASX. Neither ASX nor any of its officers takes any responsibility for the contents of this Scheme Booklet. The fact that ASX may admit RTG to its official list is not to be taken in any way as an indication of the merits of RTG.

Court order under subsection 411(1) of the Corporations Act

An order by the Court that the Scheme Meetings be convened does not indicate that the Court has approved or will approve the Schemes, nor should it be treated as an endorsement by the Court of, or any other expression of opinion by the Court on, the Schemes. In addition, the Court is not responsible for the contents of this Scheme Booklet.

Forward looking statements

Certain statements in this Scheme Booklet relate to the future. The forward looking statements in this Scheme Booklet are not based on historical facts, but rather reflect the current views and expectations of Sierra or, in relation to the RTG Information, RTG concerning future events and circumstances. These statements may generally be identified by the use of forward looking verbs such as "aim", "anticipate", "believe", "estimate", "expect", "foresee", "intend" or "plan", qualifiers such as "may", "should", "likely" or "potential", or similar words. Similarly, statements that describe the expectations, goals, objectives, plans or targets of RTG or Sierra are, or may be, forward looking statements.

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These forward looking statements are based on certain assumptions regarding the operations of Sierra and RTG and the economic and regulatory environment in which Sierra and RTG will operate in the future. They are subject to known and unknown risks and uncertainties that could cause the actual outcomes, and the actual performance or results of Sierra and RTG, to be materially different from the outcomes, or the performance or results of Sierra and RTG expressed or implied by such statements, including, among other things, general economic conditions, changes in law, regulation or government policy and other risks specific to the resources industry. All forward looking statements should be read in light of such risks and uncertainties.

The forward looking statements in this Scheme Booklet reflect views and expectations held only at the date of this Scheme Booklet. Sierra believes that all forward looking statements included in the Sierra Information have been made on a reasonable basis and RTG believes that all forward looking statements included in the RTG Information have been made on a reasonable basis. However, none of Sierra, RTG and their respective directors nor any other person gives any representation, assurance or guarantee that any outcome, performance or results expressed or implied by any forward looking statements in this Scheme Booklet will actually occur. Sierra Securityholders should therefore treat all forward looking statements with caution and not place undue reliance on them.

Subject to any continuing obligations under law or the ASX Listing Rules, Sierra, RTG and their respective directors disclaim any obligation to revise or update, after the date of this Scheme Booklet, any forward looking statements to reflect any change in views, expectations or assumptions on which those statements are based.

Notice to Ineligible Foreign Securityholders

This Scheme Booklet has been prepared having regard to the disclosure requirements applicable in Australia and Australian accounting standards. These disclosure requirements and accounting standards may be different from those in other countries. It is important that Sierra Securityholders who are not Australian resident taxpayers or who are liable for tax outside Australia seek specific tax advice in relation to the Australian and overseas tax consequences of the Schemes.

This Scheme Booklet and the Schemes do not, either individually or in combination, constitute an offer to sell to Sierra Shareholders or Sierra Optionholders any securities in RTG or a solicitation of an offer to acquire from Sierra Shareholders or Sierra Optionholders any securities in Sierra in any jurisdiction where such offer or solicitation would be illegal. Sierra Securityholders who are Ineligible Foreign Securityholders (which, as at the date of this Scheme Booklet, means Sierra Securityholders with registered addresses in jurisdictions outside Australia and its external territories, New Zealand or Canada) will not be issued with RTG Shares and RTG Options but will receive a cash payment instead. See section 2.4 for further details.

Notice to Shareholders in the Philippines

Any offer or sale of the RTG Securities within the Philippines is subject to registration unless such offer or sale is made under circumstances in which the RTG Securities qualify as exempt securities or pursuant to an exempt transaction under the Philippines Securities Regulation Code ( SRC ). The offer or sale of the RTG Securities in the Philippines to (a) the RTG’s stockholders exclusively pursuant to section 10.1(e) of the SRC or (b) persons who are “qualified buyers” pursuant to section 10.1(l) of the SRC or (c) not more than nineteen (19) persons who are not “qualified buyers” during any twelve‐ month period pursuant to section 10.1(k) of the SRC is exempt from registration.

Sierra Mining Limited SCHEME BOOKLET

Sierra and RTG have not obtained confirmation from the Philippine Securities and Exchange Commission that the offer and sale of the RTG Securities within the Philippines qualifies as an exempt transaction. If necessary, RTG will file a notice of exemption from registration with the Philippine Securities and Exchange Commission pursuant to SRC Rule 10.1.

Notice to United States Shareholders

The solicitation of proxies made pursuant to this Scheme Booklet is not subject to the requirements of section 14(a) of the US Exchange Act. Accordingly, this Scheme Booklet has been prepared in accordance with disclosure requirements applicable in Australia and Canada. Sierra Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the US Securities Act and to proxy statements under the US Exchange Act.

The financial information relating to Sierra included in this Scheme Booklet has been prepared in accordance with IFRS and is subject to Australian auditing and auditor independence standards and thus may not be comparable to financial statements of United States companies.

The financial information including pro‐forma financial information relating to RTG included in this Scheme Booklet has been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB) and thus may not be comparable to financial statements of United States companies.

Sierra Shareholders who are resident in, or citizens of, the United States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Schemes in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

Exemption from United States registration requirements

The RTG Shares and RTG Options to be issued under the Schemes have not been and will not be registered under the US Securities Act or applicable state securities laws.

RTG and Sierra intend to rely on an exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof, and applicable exemptions from registration under state securities laws, in connection with the implementation of the Merger and the distribution of Ineligible Foreign Securityholders pro rata share of the net proceeds from the sale of RTG Shares and RTG Options sold through the Sale Facility to United States Shareholders. Refer to section 10.5 for further information in respect of the Sale Facility. Approval of the Scheme by the Court will be relied upon by RTG and Sierra and will constitute the basis for the RTG Shares and RTG Options to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10).

THIS SCHEME BOOKLET HAS NOT BEEN PREPARED IN ACCORDANCE WITH UNITED STATES SECURITIES LAWS AND REGULATIONS AND NONE OF THE SEC, ANY US STATE SECURITIES COMMISSION OR ANY OTHER US REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE TRANSACTION IN CONNECTION WITH THE SCHEME NOR HAVE ANY OF THEM PASSED UPON OR ENDORSED THE MERITS OF THE SCHEME OR THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS SCHEME BOOKLET. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

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The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Sierra and RTG are incorporated or organised outside the United States, that some or all of their respective officers and directors and the experts named in this Scheme Booklet are residents of a foreign country, and that all or a substantial portion of the assets of Sierra and RTG and said persons are located outside the United States. As a result, it may be difficult or impossible for United States Shareholders to effect service of process within the United States upon Sierra or RTG, their respective officers or directors or the experts named in this Scheme Booklet, or to realise against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, United States Shareholders should not assume that the courts of Canada or Australia: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

Privacy and personal information

Sierra and RTG and their respective share registries may collect personal information in the process of implementing the Schemes. The personal information may include the names, addresses, other contact details, bank account details, details of the holdings of Sierra Securityholders, and the names of individuals appointed by Sierra Securityholders as proxies, corporate representatives or attorneys at the Scheme Meetings. Sierra Securityholders who are individuals and the other individuals in respect of whom personal information is collected as outlined above have certain rights to access the personal information collected in relation to them. Such individuals should in the first instance contact the Sierra Registry on 1300 850 505 (from within Australia) or +61 3 9415 4000 (from outside Australia) between 9.00am and 5.00pm (WST) Monday to Friday if they wish to request access to that personal information. The personal information is collected for the primary purpose of assisting Sierra and RTG to implement the Schemes and conduct the Scheme Meetings. The personal information may be disclosed to the registries of Sierra and RTG, to securities brokers, to third party service providers, including print and mail service providers and professional advisers, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law or where the individual Sierra Securityholders has consented to such disclosure. Personal information of Sierra Securityholders may also be used to call them in relation to their Sierra Shares or Sierra Options or the Schemes. Sierra Securityholders who appoint an individual as their proxy, corporate representative or attorney to vote at the Scheme Meetings should ensure that they inform such an individual of the matters outlined above.

Investment decisions

This Scheme Booklet does not constitute financial product advice and has been prepared without reference to the investment objectives, financial situation, tax position or particular needs of any Sierra Securityholder or any other person. This Scheme Booklet should not be relied upon as the sole basis for any investment decisions in relation to RTG CDIs, RTG Options CDIs, RTG Shares, RTG Options, Sierra Shares, Sierra Options or any other securities, and you should seek independent financial, legal, tax or other professional advice before making any such investment decision.

Sierra Mining Limited SCHEME BOOKLET

References

All references in this Scheme Booklet to:

(a) $, A$, dollars and cents are to Australian currency;
(b) C$ and Canadian dollars and cents are to Canadian currency; and
(c) US$, USD and US are to the currency of the United States of America,

unless otherwise specified.

All references to time in this Scheme Booklet are to the time in Perth, Australia, unless otherwise specified.

Date of this Scheme Booklet

This Scheme Booklet is dated 9 April 2014.

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Key Dates

Key Dates
RTG Shareholders meeting to approve matters in connection with	13 May 2014
the Merger
Last time and date by which Proxy Forms can be lodged	10.00am (WST) 14 May 2014
Time and date for determining eligibility of Sierra Securityholders	5.00pm (WST) 14 May 2014
to vote at the Scheme Meetings
Time and date of the Scheme Meetings	10.00am (WST) 16 May 2014

If the resolutions considered at the Scheme Meetings are approved:

If the resolutions considered at the Scheme Meetings are approved:
Court hearing for approval of the Schemes	22 May 2014
Effective Date	23 May 2014
Last day of trading on ASX of Sierra Shares and Sierra Options	23 May 2014
Time and date for determining entitlements of Sierra Shareholders	28 May 2014
and Sierra Optionholders to Scheme Consideration under the
Schemes
Implementation Date – issue of RTG CDIs and RTG Option CDIs	4 June 2014
under the Schemes and transfer of Sierra Shares and Sierra
Options to RTG
Despatch of holding statements for RTG CDIs and RTG Option CDIs	4 June 2014
issued under the Schemes
RTG CDIs and RTG Option CDIs begin trading on ASX	5 June 2014

This timetable is indicative only. The actual timetable will depend upon the time at which the conditions precedent to the Scheme, including conditions relating to receipt of regulatory approvals, are satisfied or, if applicable, waived. Those conditions are summarised in section 2.7(a) of this Scheme Booklet. Sierra has the right to vary the timetable set out above, subject to the approval of such variation by the Court and ASX where required. Any variation to the timetable set out above will be announced to ASX (www.asx.com.au) and published on Sierra's website (www.sierramining.com.au).

Sierra Mining Limited SCHEME BOOKLET

Letter from Managing Director of Sierra

Dear Sierra Securityholder,

On 24 February 2014, Sierra announced that it had entered into a Merger Agreement with RTG under which it is proposed that RTG will acquire all of the Sierra Shares and Sierra Options by way of schemes of arrangement.

The merger combines Sierra’s excellent portfolio of exploration and development projects in the Philippines with a management team that has an outstanding track record of success in Philippines mining. The merged company will also have substantial cash and other realisable assets as well as a profile in international capital markets to fund its development.

Sierra shareholders will hold approximately 72% of the diluted capital of the merged entity.

RTG is a mining exploration company led by the previous management team of CGA Mining Limited. CGA developed the 200,000oz pa Masbate Gold Project in the Philippines and successfully merged with B2Gold Corp. in a US$1.1bn scheme of arrangement in January 2013. Prior to this, the RTG management team has been involved in the development of 6 other gold mines, including Boroo in Mongolia, Golden Pride in Tanzania, Obotan in Ghana and the Marymia, Bullabulling and Chalice mines in Western Australia. This outstanding track record of bringing assets into production will be advantageous as the merged entity seeks to transition from explorer to developer at the Mabilo Project.

RTG is listed on the main board of the TSX, and also intends to seek a listing on the ASX as part of the transaction. RTG has a strong balance sheet with cash and receivables in excess of A$14.1m[1] as at 31 December 2013.

RTG has sold its interest in the Mkushi Copper Project in Zambia for consideration of US$13.1m, including US$6.6m in shares of Elephant Copper and a US$6.5m convertible note due in January 2015. RTG has also 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 up to US$14m. There are risks associated with the recoverability and timing of these payments. Please see section 7.1(a) for further details.

If the Share Scheme is implemented, Sierra Shareholders will receive the following on a pre‐RTG Share Consolidation basis:

(a) 3 RTG Shares for each Sierra Share held; plus
(b) 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$0.15 ($A0.15[2] ).

1 This assumes an exchange rate on 21 February 2014 of C$:A$ 1.005 and US$:A$ 1.114.

2 The exercise price of the RTG Options will be adjusted to C$1.50 after the RTG Share Consolidation.

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This consideration represents:

(a) approximately A$0.301[3] (C$0.301) per Sierra Share;
(b) 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[4] ; and
(c) a premium of 15.9%[5] to the closing price of Sierra Shares of A$0.26 on 21 February 2014.

Sierra’s listed options will be acquired under a separate scheme of arrangement (Option Scheme). Sierra Optionholders will receive the following on a pre‐RTG Share Consolidation basis:

(a) 2 RTG Shares for each Sierra Option held; plus
(b) 2 RTG Options for every 9 Sierra Options held,

This consideration represents approximately A$0.201 (C$0.20) per Sierra Option.

RTG intends to undertake a consolidation of every ten RTG Shares on issue into one RTG Share as part of the transaction to be completed prior to the Implementation Date. It is expected that the Scheme Consideration will be issued on a post‐consolidation basis.

Your Directors have considered the advantages and disadvantages of the Schemes and unanimously recommend that Shareholders vote in favour of the Share Scheme and Optionholders vote in favour of the Option Scheme in the absence of a Superior Proposal. Each Director of Sierra intends to vote in favour of the Share Scheme and the Option Scheme with respect to any Sierra Shares or Sierra Options they hold or control in the absence of a Superior Proposal.

In addition, B2Gold, the largest Shareholder of both Sierra and RTG, which holds 7.44% of Sierra's issued share capital, has advised both companies that it supports the transaction.

The Independent Expert, BDO Corporate Finance (WA) Pty Ltd, has concluded that the Share Scheme and the Option Scheme are not fair but reasonable and in the best interests of Sierra Shareholders and Sierra Optionholders.

The Share Scheme requires the approval of Sierra Shareholders at the Share Scheme Meeting, which will be held at Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia at 10.00am (WST) on 16 May 2014. The Option Scheme requires the approval of Sierra Optionholders at the Option Scheme Meeting, which will be held at Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia at 10.30am (WST) on 16 May 2014.

Your vote is important in determining whether or not the Schemes proceed. You should cast your vote in person or by proxy at the Scheme Meetings. If you intend to vote by proxy, you should complete and return the enclosed proxy forms in the envelope provided as soon as possible, so it is

3 Calculated using 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. This assumes an exchange rate on 21 February 2014 of C$:A$ 1.005 and US$:A$ 1.114. 4 As at 21 February 2014.

5 Based on the closing price for RTG Shares and Sierra Shares on 21 February 2014.

Sierra Mining Limited SCHEME BOOKLET

received by the Sierra Registry by no later than 10.00am (WST) on 14 May 2014 in respect of the Share Scheme Meeting and 10.30 (WST) on 14 May 2014 in respect of the Option Scheme Meeting.

This Scheme Booklet contains important information to help you make an informed decision about how to vote at the Scheme Meetings. I urge you to read it carefully.

If you have any questions about the Schemes, please contact the Company Secretary on +61 8 9322 6322 between 9.00am and 5.00pm (WST) Monday to Friday.

Yours sincerely

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Matthew Syme Managing Director

9 April 2014

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Letter from Chairman of RTG

Dear Sierra Securityholder,

The Board and management of RTG are pleased to provide you with the opportunity to participate in the combination of Sierra and RTG, which will create a Combined Group well positioned to capitalise on the significant mine development opportunity at Sierra’s Mabilo Project and Sierra’s other regional projects in the Philippines.

The combination of Sierra and RTG is unanimously supported by the RTG Board. We encourage you to vote in favour of the combination at the Scheme Meetings on 16 May 2014.

The management of RTG has a history of delivering value to its shareholders through a proven, development and operations focused management team and an established track record of operating responsibly and efficiently in the Philippines.

If the Merger is completed, former Sierra Securityholders will become shareholders and optionholders in RTG which will:

(a) have an expected cash and cash equivalents position of approximately A$14.1 million[6] (based on the pro‐forma balance sheet as at 31 December 2013) and no debt, positioning the Combined Group to leverage RTG’s strong balance sheet to provide resources to further unlock the potential of the Mabilo Project and other regional projects in the Philippines;
(b) benefit from RTG’s experienced operating and development teams with a track record of delivering value, combined with strong local in‐country Philippines management and RTG’s existing relationship with Sierra’s joint venture partner, Galeo, a well respected local miner; and
(c) provide improved funding capability, a listing on the TSX and a strong institutional following.

The Sierra Board unanimously recommends the Schemes in the absence of a Superior Proposal.

As a Sierra Securityholder, your vote is extremely important in order to ensure that the combination is implemented, unlocking benefits for all securityholders. On behalf of the RTG Board, I encourage you to vote in favour of the Schemes that affect you.

I look forward to welcoming you as a RTG Shareholder or RTG CDI holder following the successful implementation of the combination.

Yours sincerely

Michael Carrick Chairman 9 April 2014

6 Based on US$:A$ exchange rate on 21 February of 1.114

Sierra Mining Limited SCHEME BOOKLET

1. This Scheme Booklet

1.1 What is this Scheme Booklet for?

This Scheme Booklet contains information about the proposed Merger between Sierra and RTG that was announced on 24 February 2014. The Merger is to be implemented through:

(a) the Share Scheme between Sierra and Sierra Shareholders ; and
(b) the Option Scheme between Sierra and Sierra Optionholders.

It provides you, as a Sierra Securityholder, with information to consider before voting on the resolutions to approve the Scheme(s) relevant to you at the Scheme Meetings scheduled to be held on 16 May 2014.

1.2 Reasons to vote in favour of the Merger

The reasons for your Directors' unanimous recommendation to vote in favour of the Merger, include the following:

(a) Taken at announcement, the Scheme Consideration represents an attractive upfront premium to the trading price of Sierra Shares and Sierra Options.
(b) The RTG management group have significant experience operating in the Philippines and have a track record of successfully developing gold projects, including recent experience in the Philippines where they were responsible for the successful development and operation of the Masbate Gold Mine for CGA Mining Limited prior to its acquisition by B2Gold Corp. in early 2013.
(c) RTG has a strong financial position with cash and receivables of approximately A$14.1m[7] at 31 December 2013, and contracts for disposal of existing assets which are expected to generate future cash inflows. Accordingly, no further dilution is expected in the short term.
(d) The Independent Expert considers the Merger to be not fair but reasonable and in the best interests of Sierra Shareholders and Sierra Optionholders, in the absence of a Superior Proposal.
(e) The Scheme Consideration consists of RTG Securities, so Sierra Securityholders will be able to participate in the future upside of the Sierra assets, and potential benefits resulting from the scale, scope and growth profile of the Combined Group.
(f) The advantages described above can be achieved whilst RTG retains its listing on TSX and seeks a listing on ASX.
(g) Subject to obtaining the required relief from ASIC, Small Securityholders, unless they elect otherwise, will have the Scheme Consideration that would otherwise have been issued to them issued to the Sale Agent, as their nominee in trust, for sale on market following the

7 This assumes an exchange rate on 21 February 2014 of C$:A$ 1.005 and US$:A$ of 1.114.

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implementation of the Schemes. Those Small Securityholders who have their Scheme Consideration sold will receive a pro rata share of the net proceeds converted into Australian dollars from the sale of all Scheme Consideration sold through the facility. A small brokerage fee of no more than 1% may be payable.

(h) If the Schemes are not approved, and no alternative proposal emerges, the Sierra share price may fall.
(i) Since the announcement of the Merger on 24 February 2014, no Superior Proposal has emerged.

The reasons for your Directors' unanimous recommendation are set out in full in section 3.2.

1.3 Possible reasons to vote against the Merger

The possible reasons to vote against the Merger include the following:

(a) Change in risk profile and risks of investments in the Combined Group.
(b) Sierra Securityholder's effective interest in Sierra's assets, including the Mabilo Project, will be diluted.
(c) Sierra Securityholders may consider that the time is not yet right for this transaction.
(d) A Superior Proposal for Sierra may yet emerge.
(e) The exact value of the Scheme Consideration on implementation of the Schemes is not certain.
(f) Following the implementation of the Schemes, the price of ASX listed RTG CDIs and RTG Option CDIs might change.
(g) The change in jurisdiction of incorporation may result in less rigorous investor protections under the BVI Business Companies Act than those existing under the Corporations Act.
(h) The tax consequences of implementation of the Merger may not suit your particular financial circumstances.
(i) Implementation of the Schemes will give rise to additional one‐off transaction costs. However, these costs have largely been incurred to date and will be payable by Sierra irrespective of whether the Scheme is implemented or not.

The possible reasons to vote against the Merger are set out in full in section 3.3.

1.4 Read this Scheme Booklet in full

You should read and carefully consider the information included in this Scheme Booklet to help you make an informed decision in relation to your Sierra Securities and on how you will vote on the Scheme(s) relevant to you. If you do not know what to do, you should promptly consult your financial, legal, tax or other professional adviser.

Sierra Mining Limited SCHEME BOOKLET

1.5 Voting on the Scheme(s) relevant to you

As a Sierra Securityholder, you have the right to vote on whether the Scheme(s) relevant to you should be approved. You may vote in person or appoint a proxy to vote on your behalf.

You can appoint a proxy by completing and returning the Proxy Form that accompanied this Scheme Booklet in accordance with the instructions on that form. Depending on the Sierra Securities held by you, you may be entitled to vote at more than one Scheme Meeting, in which case you should have received more than one Proxy Form (each a different colour) – one for each Scheme Meeting relevant to you. An explanation on your eligibility to vote and how you can vote is set out below. The deadline for receipt of a Proxy Form by the Sierra Registry is 48 hours before the relevant Scheme Meeting (see page 7 for the precise times).

1.6 Small Securityholders may elect not to participate in the Sale Facility

Subject to obtaining the required relief from ASIC, Small Securityholders will have their Scheme Consideration issued to the Sale Agent for sale on market through the Sale Facility, unless they elect to withdraw from the Sale Facility. The Sale Agent may sell the RTG Shares and RTG Options on TSX or may sell them in the form of RTG CDIs and RTG Option CDIs on ASX.

A Small Securityholder is a Scheme Shareholder or a Scheme Optionholder who will receive an aggregate of 9,000 or less RTG Shares under the Schemes. For instance, this will include:

(a) any Sierra Shareholder who holds 3,000 or less Sierra Shares and no Sierra Options; or
(b) any Sierra Optionholder who holds 4,500 or less Sierra Options and no Sierra Shares.

If you hold both Sierra Shares and Sierra Options you should calculate the number of RTG Shares you will receive under the Schemes using the Scheme Consideration described in this Scheme Booklet to determine whether you are a Small Securityholder. You will only be considered to hold both Sierra Shares and Sierra Options if they are registered under the same SRN or HIN.

Small Securityholders may withdraw from participating in the Sale Facility by completing and returning a Sale Facility Election Form in accordance with the instructions on that form. To receive a Sale Facility Election Form you should contact the Sierra Registry (see contact details on the inside back cover of this Scheme Booklet) and ask them to send you a Sale Facility Election Form. If you hold both Sierra Shares and Sierra Options, you can elect to withdraw from participating in the Sale Facility in respect of either your Sierra Shares or Sierra Options, or both. The deadline for receipt of Sale Facility Election Forms by the Sierra Registry is 5.00pm on the Record Date (expected to be 28 May 2014).

See section 10.5 for more information about the about the Sale Facility and section 10.6 for more information about how to withdraw from participating in the Sale Facility.

If you have any questions after reading this Scheme Booklet, please contact the Company Secretary of Sierra on +61 8 9322 6322. If you have questions in relation to your holding, please contact the Sierra Registry on 1300 850 505 (from within Australia) or +61 3 9415 4000 (from outside of Australia).

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1.7 Sierra Securityholders may decide to have their Scheme Consideration listed on TSX, rather than quoted on ASX.

Sierra Shareholders and Sierra Optionholders (other than Sale Facility Participants) may elect to receive RTG Shares and RTG Options which will be listed on TSX, subject to meeting the TSX listing criteria, rather than RTG CDIs and RTG Option CDIs quoted on ASX by completing a Share Election Form in accordance with the instructions on that form.

The deadline for receipt of Share Election Forms by the Sierra Registry is 5.00pm on the Record Date (expected to be 28 May 2014). See section 10.4 for information on how to make this election.

1.8 How to vote

There will be two Scheme Meetings:

(a) the Share Scheme Meeting – to approve the Share Scheme; and
(b) the Option Scheme Meeting – to approve the Option Scheme.

You may attend and vote at each Scheme Meeting for which you meet the eligibility criteria below.

The Scheme Meetings will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014 at 10.00am.

(a) Share Scheme Meeting Green proxy form 10.00am (b) Option Scheme Meeting Yellow proxy form 10.30am[8]
1.9 Eligibility
(a) Sierra Shareholders who are registered on the Sierra Share Register at 5.00pm on 14 May 2014 may attend and vote at the Share Scheme Meeting.
(b) Sierra Optionholders who are registered on the Sierra Option Register at 5.00pm on 14 May 2014 may attend and vote at the Option Scheme Meeting.

Depending on the Sierra Securities you hold, you may be entitled to vote at one or more Scheme Meetings.

1.10 Voting in person

Sierra Securityholders who are entitled to vote and wish to do so in person, should attend the relevant Scheme Meeting(s). Please bring your meeting registration forms with you to facilitate admission to the meeting. The meeting registration form for the Scheme Meeting(s) is the Proxy Form included with this Scheme Booklet.

8 Or immediately after the Share Scheme Meeting.

Sierra Mining Limited SCHEME BOOKLET

1.11 Voting by attorney or corporate representative

Sierra Securityholders who are entitled to vote and wish to do so by attorney or corporate representative should ensure that their attorney or corporate representative attends the relevant Scheme Meeting(s) at the time, date and place referred to above. If you are attending as an attorney, you 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. If you are attending as a representative of a corporate shareholder please bring evidence of your appointment to attend on behalf of that shareholder, unless previously lodged with the Sierra Registry.

1.12 Voting by proxy

Sierra Securityholders who are entitled to vote and wish to do so by proxy should read the detailed notes relating to the appointment of proxies accompanying the Notice of Share Scheme Meeting set out in Annexure 8 or the Notice of Option Scheme Meeting set out in Annexure 9 (as applicable). You should then complete the Proxy Form included with this Scheme Booklet. Your Proxy Form must be:

(a) sent to the Sierra Registry (using the reply paid envelope included with this Scheme Booklet) at:

Computershare Investor Services Pty Ltd GPO BOX 1282 Melbourne

VICTORIA 3000 AUSTRALIA

(b) faxed to 1800 783 447 from within Australia or +61 3 9473 2555 from overseas; or
(c) sent to Sierra's registered office at Level 9, BGC Centre, 28 The Esplanade, Perth, Western Australia,

in each case, so that it is received by no later than 48 hours before the Scheme Meetings.

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 Sierra Registry at the same time as the Proxy Form (unless you have already provided a certified copy of the power of attorney to Sierra). If you complete and return a Proxy Form, you may still attend the meeting in person, revoke the proxy and vote at the meeting.

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2. Summary of the Merger

2.1 Overview

On 24 February 2014, Sierra announced a proposal under which all existing shares and listed options in Sierra will be exchanged for shares and options in RTG, a company incorporated in the British Virgin Islands and which, upon implementation of the Schemes, is expected be listed on ASX. The combination of Sierra and RTG will form the basis of a Philippine based exploration group with significant experience in the jurisdiction. See section 6 for a description of the future strategy and operations of RTG.

RTG is a mining exploration company which is incorporated in the BVI. RTG has its head office in Subiaco, Western Australia and is a foreign registered company under the Corporations Act. RTG is listed on the Toronto Stock Exchange (TSX: RTG) and has a strategic focus on acquiring and developing interests in mineral properties with demonstrated potential for hosting economic mineral deposits, with gold deposits as the primary focus, with a view to enhancing RTG’s ability to move quickly to a producer status. The management of RTG was previously responsible for the successful development and operation of the Masbate Gold Mine for CGA Mining Limited prior to its acquisition by B2Gold Corp. in early 2013 for US$1.1 billion.

Prior to implementation of the Schemes, RTG proposes to undertake a share consolidation on the basis of 10:1 (meaning that every ten (10) RTG Shares outstanding prior to the RTG Share Consolidation would be consolidated into one (1) RTG Share). The RTG Share Consolidation will affect the Scheme Consideration received by Sierra Securityholders. See section 9.10 for further details of the RTG Share Consolidation.

On 24 February 2014, Sierra entered into the Scheme Implementation Deed which sets out certain arrangements agreed between Sierra and RTG in relation to the Merger.

The Merger will be implemented by way of two schemes of arrangement.

(a) The Share Scheme is an arrangement between Sierra and its shareholders which is voted on by those shareholders. If the required majority of shareholders vote in favour of the Share Scheme, and if it is then approved by the Court, then the Share Scheme is binding on Sierra and all of its shareholders.
(b) The Option Scheme is an arrangement between Sierra and its optionholders which is voted on by those optionholders. If the required majority of optionholders vote in favour of the Option Scheme, and if it is then approved by the Court, then the Option Scheme is binding on Sierra and all of its optionholders.

If the Merger is approved by Sierra Shareholders, Sierra Optionholders and the Court, and RTG Shareholder approval is obtained (and the other conditions precedent to the Schemes are either waived or satisifed) then:

(a) RTG will issue RTG Shares (in the form of RTG CDIs) and RTG Options (in the form of RTG Option CDIs) to Sierra Securityholders (other than Sale Facility Participants) in exchange for their Sierra Shares and Sierra Options and Sierra will become a wholly‐owned subsidiary of RTG;

Sierra Mining Limited SCHEME BOOKLET

(b) Sierra Shareholders will receive RTG Shares (in the form of RTG CDIs) and RTG Options (in the form of RTG Option CDIs) in exchange for their Sierra Shares (other than Sale Facility Participants) as further described in sections 2.2, 2.3 and 2.4;
(c) Sierra Optionholders will receive RTG Shares (in the form of RTG CDIs) and RTG Options (in the form of RTG Option CDIs) in exchange for their Sierra Options (other than Sale Facility Participants) as further described in sections 2.2, 2.3 and 2.4;
(d) RTG will issue RTG Shares (in the form of RTG CDIs) and RTG Options (in the form of RTG Option CDIs) to holders of unlisted Sierra options who have entered into agreements with RTG as described in section 9.22; and
(e) Sierra will be delisted from ASX and become a wholly owned subsidiary of RTG, which is intended to be listed on ASX. However, it is possible that the Schemes may be implemented without the listing of RTG on the official list of ASX occurring. See section 6.1(c) for further details.

If the Share Scheme is not approved by the required majority of Sierra Shareholders or is not approved by the Court (or RTG Shareholder approval is not obtained), the Merger will not proceed, Sierra Shareholders will continue to hold Sierra Shares, and Sierra will continue to operate as a separate company listed on ASX.

2.2 What you will receive if the Merger is approved

If the Merger is approved:

(a) Sierra Shareholders (other than Sale Facility Participants) will receive:
(i) prior to the RTG Share Consolidation, three (3) RTG Shares (in the form of RTG CDIs) for every one (1) Sierra Share held together with one (1) RTG Option (in the form of a RTG Option CDI) for every three (3) Sierra Shares held on the Record Date; and
(ii) after the RTG Share Consolidation, three (3) RTG Shares (in the form of RTG CDIs) for every ten (10) Sierra Shares held together with one (1) RTG Option (in the form of a RTG Option CDI) for every 30 Sierra Shares held on the Record Date.
(b) Sierra Optionholders (other than Sale Facility Participants) will receive:
(i) prior to the RTG Share Consolidation, two (2) RTG Shares (in the form of RTG CDIs) for every one (1) Sierra Option together with two (2) RTG Options (in the form of RTG Option CDIs) for every nine (9) Sierra Options held on the Record Date; and
(ii) after the RTG Share Consolidation, two (2) RTG Shares (in the form of RTG CDIs) for every ten (10) Sierra Options together with two (2) RTG Options (in the form of RTG Option CDIs) for every 90 Sierra Options held on the Record Date.

Fractional entitlements will be rounded up or down to the nearest whole number, with entitlements to half of a RTG CDI or RTG Option CDI rounded down.

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These RTG CDIs and RTG Option CDIs will be issued to Sierra Securityholders (other than Sale Facility Participants) on the Implementation Date. Holding statements and confirmations of CHESS holdings for RTG CDIs and RTG Option CDIs are expected to be despatched within five Business Days after the Implementation Date.

Sierra Securityholders who would prefer to receive RTG Shares and RTG Options listed on TSX, subject to meeting the TSX listing criteria, rather than RTG CDIs and RTG Option CDIs quoted on ASX should refer to section 10.4 for information about how to make an election to receive RTG Shares and RTG Options.

RTG will make an application for quotation of the RTG CDIs and RTG Option CDIs on ASX on or around 9 April 2014. If RTG does not obtain admission to the official list of ASX (and Sierra and RTG agree to waive this condition precedent to the Scheme), you will receive RTG Shares and RTG Options listed on TSX rather than RTG CDIs and RTG Option CDIs quoted on ASX. See sections 6.1(c) and 10.4 for further information.

It is the responsibility of each person who is issued RTG CDIs and RTG Option CDIs under the Schemes to confirm their holding before trading in RTG CDIs and/or RTG Option CDIs to avoid the risk of selling RTG CDIs or RTG Option CDIs that they do not own. Any person who sells RTG CDIs and/or RTG Option CDIs before they receive their holding statement or confirm their uncertificated holdings of RTG CDIs and RTG Option CDIs does so at their own risk. To the maximum extent permitted by law, Sierra and RTG disclaim all liability to persons who trade RTG CDIs and/or RTG Option CDIs before receiving their holding statements or confirming their uncertificated holdings.

2.3 Small Securityholders

Subject to obtaining the required relief from ASIC, Small Securityholders will have their Scheme Consideration issued to the Sale Agent, as their nominee in trust, for sale on market through the Sale Facility, unless they elect to withdraw from participating in the Sale Facility. The Sale Agent may sell the RTG Shares and RTG Options on TSX or may sell them in the form of RTG CDIs and RTG Option CDIs on ASX. A brokerage fee of no more than 1% may be payable in relation to RTG Shares and RTG Options or RTG CDIs and RTG Option CDIs sold through the Sale Facility.

Unless Small Securityholders withdraw from participating in the Sale Facility, they will not be issued with RTG CDIs, RTG Shares, RTG Options or RTG Option CDIs and will instead receive a pro rata share of the net proceeds, converted (if applicable) into Australian dollars, from the sale of all RTG Securities sold through the Sale Facility. See section 10.5 for more information about the Sale Facility and section 10.6 for more information about how to withdraw from participating in the Sale Facility.

2.4 Ineligible Foreign Securityholders

Ineligible Foreign Securityholders will not receive RTG CDIs and RTG Option CDIs or be entitled to make an election to receive RTG Shares and RTG Options. Instead, all Ineligible Foreign Securityholders will have the Scheme Consideration that would otherwise have been issued to them under the Schemes issued to the Sale Agent, as nominee in trust for the Sale Facility Participants, for sale on market following implementation of the Schemes. See section 10.5 for more information about the Sale Facility.

Sierra Mining Limited SCHEME BOOKLET

The distribution of Ineligible Foreign Securityholders pro rata share of the net proceeds from the sale of the RTG Securities sold through the Sale Facility to United States Shareholders under the Schemes will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided in section 3(a)(10) thereunder based on the approval of the Scheme by the Court. United States Shareholders will have the right to appear before the Court at the hearing to give approval of the Schemes. If the Court approves the Schemes, its approval will constitute the basis for distribution of Ineligible Foreign Securityholders pro rata share of the net proceeds from the sale of RTG Shares and RTG Options sold through the Sale Facility to United States Shareholders. The Court will have been advised of the intention to rely on a section 3(a)(10) of the US Securities Act exemption based on the Court’s approval of the Schemes.

2.5 Directors' recommendation

The Directors are of the opinion that the Merger is in the best interests of Sierra Shareholders and Sierra Optionholders as a whole and unanimously recommend that Sierra Shareholders and Sierra Optionholders vote in favour of the Merger, in the absence of a Superior Proposal. As at the date of this Scheme Booklet, no other proposal for Sierra or its business or assets has emerged.

Each of the Directors who holds Sierra Shares and Sierra Options, or on whose behalf Sierra Shares and Sierra Options are held at the time of the Scheme Meetings, intends to vote those Sierra Shares and Sierra Options in favour of the Merger, in the absence of a Superior Proposal.

Sierra Shares held by the Directors represent approximately 12.26% of the issued share capital of Sierra at the date of lodgement of this Scheme Booklet with ASIC. Sierra Options held by the Directors represent approximately 21.68% of the issued Sierra Options at the date of lodgement of this Scheme Booklet with ASIC.

The reasons for the unanimous recommendation of the Directors are set out in section 3.

2.6 Independent Expert's opinion

(a) the Share Scheme is not fair but reasonable and in the best interests of Sierra Shareholders as a whole; and
(b) the Option Scheme is not fair but reasonable and in the best interests of Sierra Optionholders as a whole.

The Independent Expert assessed the preferred value of the Scheme Consideration for each Sierra Share and Sierra Option (on a minority interest basis) as being less than the preferred underlying value of Sierra Shares and Sierra Options (on a control basis) and is therefore not "fair" when assessed on the basis of existing ASIC Policy. However, the Independent Expert noted that the Schemes are nevertheless "reasonable" despite not being "fair" after considering other factors associated with the Merger. A copy of the Independent Expert's Report is contained in Annexure 1.

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2.7 Implementation Agreement

The arrangements agreed between Sierra and RTG in relation to the Merger in the Scheme Implementation Deed include those set out below. A copy of the Scheme Implementation Deed is contained in Annexure 3.

(a) Conditions precedent to Schemes

The Schemes are subject to a number of conditions precedent which must be satisfied (or, if applicable, waived) before the Schemes can come into effect. These conditions are summarised in section 9.17 and are set out in full in clauses 3.1 and 3.2 of the Scheme Implementation Deed.

In particular, it should be noted that by agreement Sierra and RTG are able to waive the condition precedent of ASX providing in principle approval for RTG’s admission to the official list of ASX and the quotation of RTG CDIs.

RTG Shareholder approval is also required to give effect to the Schemes.

(b) Exclusivity arrangements

Sierra has agreed to certain exclusivity arrangements that restrict it from encouraging, or engaging with a proponent of a Third Party Transaction. These restrictions include "no‐shop", "no‐talk" and "no due diligence" restrictions and an obligation to notify RTG of any Third Party Transaction. These exclusivity arrangements are summarised in section 9.19 and are set out in full in clause 11 of the Scheme Implementation Deed.

(c) Break Fees

Sierra and RTG have agreed that each party will incur significant costs pursuing and implementing the Merger. If the Merger is not implemented, Sierra and RTG have agreed to pay the other party a break fee of A$150,000 (plus GST if applicable) in certain circumstances. A summary of the break fees payable by Sierra and RTG is set out in section 9.20 and are set out in full in clause 12 of the Scheme Implementation Deed.

(d)

Termination

Each of Sierra and RTG has the right to terminate the Scheme Implementation Deed if certain conditions are satisfied. These conditions are summarised in section 9.21 and are set out in full in clause 13 of the Scheme Implementation Deed.

2.8 Australian taxation implications of the Merger

The Australian taxation implications of the Merger for certain Sierra Securityholders are set out in section 11. This section is expressed in general terms and is not intended to provide tax advice in respect of the circumstances of any particular securityholder. Sierra Securityholders are recommended to obtain their own independent tax advice as to the consequences of the Schemes.

In summary, the Australian taxation implications of the Merger include the following:

(a) the disposal of Sierra Shares by Australian Sierra Shareholders will be a taxable event and may give rise to a gain or loss;

Sierra Mining Limited SCHEME BOOKLET

(b) the disposal of Sierra Options by Australian Sierra Optionholders will be a taxable event and may give rise to a gain or loss;
(c) Australian Sierra Shareholders who hold their Sierra Shares on capital account may be able to elect to obtain a partial CGT rollover relief (if eligible) to the extent their Sierra Shares are exchanged for RTG CDIs. CGT roll‐over relief is not available to Sierra Shareholders in relation to any capital gains arising from the receipt of the RTG Option CDIs (i.e. Sierra Shareholders should calculate a capital gain or loss in respect of the RTG Options component of the Scheme Consideration as outlined in section 11);
(d) Australian Sierra Optionholders who hold their Sierra Options on capital account may be able to elect to obtain a partial CGT rollover relief (if eligible) to the extent their Sierra Options are exchanged for RTG Option CDIs. CGT roll‐over relief is not available to Sierra Optionholders in relation to any capital gains arising from the receipt of the RTG Shares (i.e. Sierra Optionholders should calculate a capital gain or loss in respect of the RTG Shares component of the Scheme Consideration as outlined in section 11);
(e) individual Australian Sierra Securityholders (who hold their Sierra Shares or Sierra Options on capital account) who are not eligible to choose CGT rollover relief (including circumstances where a capital loss arises on the disposal of their Sierra Shares or Sierra Options), or do not elect to choose CGT rollover relief, should calculate a capital gain or loss from the disposal of their Sierra Shares or Sierra Options as outlined in section 11. Any capital gain arising should be treated as assessable, and may be reduced by the CGT discount if relevant to the Sierra Securityholder's circumstances. Prior to applying the CGT discount, the amount of any taxable gain to a Sierra Securityholder may also be reduced by the recoupment of any available tax losses during the relevant income year;
(f) individual Australian Sierra Securityholders (who hold their Sierra Shares or Sierra Options on capital account) who do not elect to obtain CGT rollover relief may reduce any capital gain by 50% if they held their Sierra Shares or Sierra Options for more than 12 months; and
(g) Australian complying superannuation fund Sierra Securityholders who do not elect for CGT rollover relief may reduce any capital gain by one third if they held their Sierra Shares or Sierra Options for more than 12 months.

2.9 Scheme Meeting

On 9 April 2014, the Court made an order convening the Scheme Meetings. The fact that, under subsection 411(1) of the Corporations Act, the Court has ordered that the Scheme Meetings be convened, and has approved the explanatory statement required to accompany the Notice of the Share Scheme Meeting and Notice of Option Scheme Meeting, does not mean that the Court has prepared, or is responsible for the content of, this Scheme Booklet or the explanatory statement contained within it, or has formed any view as to the merits of the proposed Schemes or as to how Sierra Securityholders should vote.

The purpose of the Scheme Meeting is for Sierra Securityholders to consider whether or not to approve the Merger. Except as mentioned below, Sierra Securityholders who are registered on the Sierra Scheme Register at 5.00pm on 14 May 2014 are entitled to vote at the Scheme Meetings. Please refer to the section 1.8 of this Scheme Booklet and the Notice of Share Scheme Meeting set out in Annexure 8 or Notice of Option Scheme Meeting set out in Annexure 9 for more details on how to vote.

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3. Recommendation of the Directors and Other Matters Relevant to Your Vote

3.1 Directors' recommendation

The Directors recommend that you vote in favour of the Merger at the Scheme Meetings, in the absence of a Superior Proposal. For the reasons set out below, the Directors believe that the Merger is in the best interests of Sierra Securityholders.

In making their recommendation, the Directors compared the reasons for Sierra Securityholders to vote in favour of the Merger set out in section 3.2 against the possible reasons to vote against the Merger set out in section 3.3, taking into account the other relevant considerations set out in section 3.4.

3.2 Reasons to vote in favour of the Scheme(s) relevant to you
(a) Taken at announcement, the Scheme Consideration represents an attractive upfront premium to the trading price of Sierra Shares and Sierra Options.

Based on the RTG closing share price of C$0.095 on the date prior to the announcement of the Merger (24 February 2014):

(i) the Share Scheme Consideration will result in Sierra Shareholders effectively receiving an equivalent price of A$0.301 per Sierra Share. This represents a premium of approximately:
(A) 27.4% to the 30 day VWAP and 15.9% to the last closing price of Sierra Shares on ASX , prior to the announcement of the Merger on 24 February 2014; and
(B) 1% to the closing price of Sierra Shares on ASX on 4 April 2014, being the last practicable date on which Sierra Shares traded on ASX, prior to the date of this Scheme Booklet.
(ii) the Option Scheme Consideration will result in Sierra Optionholders effectively receiving an equivalent price of A$0.201 per Sierra Option. This represents a premium of approximately:
(A) 60.7% to the last trade of Sierra Options on 15 January 2014, prior to the announcement of the Merger on 24 February 2014; and
(B) 9% to the closing price of Sierra Options on ASX on 4 April 2014, being the last practicable date on which Sierra Options traded on ASX, prior to the date of this Scheme Booklet.

Sierra Mining Limited SCHEME BOOKLET

The implied value of the Share Scheme Consideration and Option Scheme Consideration may increase or decrease prior to the Implementation Date based on movements in the RTG Share price and movements in C$:A$ exchange rate.

(b) The RTG management group have significant experience operating in the Philippines and have a track record of successfully developing gold projects.

The RTG management group, including Chairman Michael Carrick, President and Chief Executive Officer Justine Magee and Chief Operating Officer Mark Turner, were most recently responsible for the successful development and operations of the Masbate Gold Mine in the Philippines for CGA Mining Limited, prior to its acquisition by B2Gold Corp. in early 2013.

Prior to this, the RTG management group has been involved in the development of 6 other gold mines, including Boroo in Mongolia, Golden Pride in Tanzania, Obotan in Ghana and the Marymia, Bullabulling and Chalice mines in Western Australia. This outstanding track record of bringing assets into production will be advantageous as the merged entity seeks to transition from explorer to developer at the Mabilo Project.

Recent operating experience in the Philippines and a history of success in exploration, mine development and operation will be important as the Combined Group progresses its Mabilo and Bunawan Projects.

Mr Matthew Syme has been invited to join the RTG Board as a non‐executive director upon implementation of the Merger.

(c) RTG has a strong financial position to fund the exploration and development activities of the Combined Group.

As at 31 December 2013, the Combined Group had a pro forma market capitalisation of approximately A$104.1 million[9] , compared to Sierra's market capitalisation of A$47.7 million[10] . The Combined Group will also have a strong balance sheet position, with a cash and receivables position of approximately A$14.1 million[11] and total assets of A$84.8 million[12] on a pro forma basis as at 31 December 2013. The financial resources of the Combined Group will enable further exploration and development of Sierra's Mabilo and Bunawan Projects while providing increased financial flexibility for the development of future projects without further dilution in the short term.

(d) The Independent Expert considers the Merger to be not fair but reasonable and in the best interests of Sierra Shareholders and Sierra Optionholders, in the absence of a Superior Proposal.

The Independent Expert has concluded in its Independent Expert's Report, which is set out in Annexure 1, that the Merger is not fair but reasonable and in the best interests of Sierra Shareholders and Sierra Optionholders.

9 Based on the TSX closing price of RTG Shares on 31 December 2013 of C$0.10 and a C$:A$ exchange rate of 1.053.

10 Based on the ASX closing price of Sierra Shares on 31 December 2013 of A$0.205.

11 Based on the US$:A$ exchange rate on 21 February 2014 of 1.114.

12 Based on the US$:A$ exchange rate on 21 February 2014 of 1.114.

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(e) Sierra Securityholders will be able to participate in the potential benefits resulting from the scale, scope and growth profile of the Combined Group.

Sierra Securityholders will receive RTG CDIs and RTG Option CDIs (or if they elect, RTG Shares and RTG Options) as Scheme Consideration, unless they are Sale Facility Participants, and share in any benefits associated with the Combined Group.

(i) The Merger creates a Combined Group with an outstanding portfolio of exploration and development assets, and a strong financial position to progress the development of these assets.
(ii) The Merger provides an attractive platform for growth.
(iii) The Merger is likely to result in increased stock market appeal through enhanced liquidity and visibility.

The Merger will result in Sierra's Securityholders participating in the benefits associated with a larger company with increased liquidity and visibility, through listings on TSX and a proposed listing on ASX[13] . In addition to being able to trade RTG CDIs and RTG Option CDIs on ASX when RTG lists on ASX[14] , Sierra Securityholders can also benefit from exposure to trading of RTG Shares and RTG Options on TSX if they elect to receive their Scheme Consideration in the form of RTG Shares and RTG Options or later exchange their RTG CDIs and RTG Option CDIs for RTG Shares and RTG Options.

(f) The advantages described above can be achieved whilst RTG seeks an ASX listing of Sierra's projects.

If the Merger is implemented, RTG intends to list on ASX in much the same way as Sierra is currently listed on ASX. The advantages described above may therefore be obtained while retaining an ASX listing and Sierra's assets. In addition, the Combined Group will be listed on TSX, subject to meeting the TSX listing criteria.

(g) Small Securityholders may have their Scheme Consideration sold through the Sale Facility and receive the proceeds from the sale. RTG Securityholders can withdraw from participating in the Sale Facility and be issued with RTG CDIs and RTG Option CDIs or RTG Shares and RTG Options.

A Small Securityholder is a Scheme Shareholder or a Scheme Optionholder who will receive an aggregate of 9,000 or less RTG Shares under the Schemes. For instance, this will include:

(i) any Sierra Shareholder who holds 3,000 or less Sierra Shares and no Sierra Options; or
(ii) any Sierra Optionholder who holds 4,500 or less Sierra Options and no Sierra Shares.

If you hold both Sierra Shares and Sierra Options, to determine whether you are a Small Securityholder, you should calculate the number of RTG Shares you will receive under the

13 Subject to RTG obtaining admission to the official list of ASX.

14 Subject to RTG obtaining admission to the official list of ASX.

Sierra Mining Limited SCHEME BOOKLET

Schemes using the Scheme Consideration described in this Scheme Booklet. You will only be considered to hold both Sierra Shares and Sierra Options if they are registered under the same SRN or HIN.

Subject to obtaining the required relief from ASIC, all Sale Facility Participants under a Scheme will have their Scheme Consideration sold on market through the Sale Facility for a small brokerage fee of no more than 1% and receive a pro rata share of the net proceeds.

Any Small Securityholder who does not wish to participate in the Sale Facility and wants to be issued with RTG CDIs and RTG Option CDIs quoted on ASX or RTG Shares and RTG Options listed on TSX must withdraw from participating in the Sale Facility. See section 10.6 for further information.

(h) If the Schemes are not approved, and no alternative proposal emerges, the Sierra share price may fall.

If the Schemes are not implemented, Sierra will remain an independent company and will continue to explore and advance the Mabilo project. Should this occur, this may result in the Sierra Share price trading below its current levels in the near term.

(i) No Superior Proposal has emerged.

Since the initial announcement of the Merger on 24 February 2014, and up to the date of this Scheme Booklet, no Superior Proposal has emerged and the Board is not aware of any Superior Proposal that is likely to emerge.

3.3 Possible reasons to vote against the Merger

Although the Directors recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal, and although the Independent Expert has concluded that the Schemes are in the best interests of Sierra Shareholders and Sierra Optionholders, factors which may lead you to consider voting against the Schemes include the following:

(a) Change in risk profile and risks of investments in the Combined Group.

If the Schemes become Effective, there will be a change in the risk profile of Sierra Securityholders who receive Scheme Consideration.

Sierra will become part of RTG and Sierra Securityholders will become securityholders in RTG, exposing Sierra Securityholders to new risks relating to RTG and its business and certain additional risks associated with the Combined Group. The change in risk profile may be seen to be a disadvantage by some Sierra Securityholders.

Section 7 sets out the potential risk factors relating to the Merger, the Combined Group and RTG Securities. The Directors would like to draw particular attention to the following matters.

(i) Counterparty risks relating to the sale of RTG's interests in the Mkushi Copper Project and Segilola Gold Project. There are risks associated with the recoverability and timing of these payments. Please see section 7.1(a) for further details; and

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(ii) Litigation risks relating to RTG's previous interests in the Mkushi Copper Project, Segilola Gold Project and the Obuasi Joint Venture.

(b) Sierra Securityholders effective interests in Sierra’s assets will be diluted.

If the Schemes become Effective, then Sierra Shareholders' and Sierra Optionholders' effective interest in Sierra’s assets, including the Mabilo and Bunawan Projects, will be diluted.

(c) Sierra Securityholders may consider that the time is not yet right for this transaction.

Sierra Securityholders may consider that Sierra should continue to develop its existing projects and will have opportunity for greater returns over the long term with Sierra remaining as an independent company.

The Directors evaluated the benefits of Sierra continuing to act as an independent company and decided that in recommending the Merger to Sierra Securityholders, on balance, the Merger was more favourable than the options that might otherwise be available to Sierra as an independent company.

(d) A Superior Proposal for Sierra may yet emerge.

It is possible that a Superior Proposal for Sierra, which is more attractive for Sierra Securityholders than the Schemes, may materialise in the future. The implementation of the Schemes would mean that you would not obtain the benefit of any such proposal.

The Directors are currently not aware of any such proposal.

While Sierra has agreed to certain exclusivity provisions that restrict it from encouraging or engaging with a proponent of a Third Party Transaction, the restrictions do not prevent Sierra from entering into negotiations for a Third Party Transaction where the Sierra Board determine, after taking advice, that it is more favourable to Sierra Securityholders having regarding to all relevant factors relating to the Schemes. RTG has the right, but not the obligation within five Business Days of receipt of notice of a Superior Proposal, to amend the terms of the Schemes to match or improve on the offer made under the Superior Proposal. See section 9.19 for further information.

If a Superior Proposal for Sierra emerges, the Directors will carefully consider the proposal and inform you of any material developments.

(e) The exact value of the Scheme Consideration on implementation of the Schemes is not certain.

The exact value of the Scheme Consideration on the Implementation Date will be dependent upon the price at which RTG Shares trade at the Implementation Date and the C$:A$ exchange rate at the Implementation Date. The price of RTG Shares and the C$:A$ may fluctuate significantly in the period up to the Implementation Date which Sierra and RTG have no control over.

In the case of Sale Facility Participants, subject to ASIC providing the required relief, the Sale Agent will receive RTG Shares and RTG Options as their nominee in trust to sell on market as

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soon as reasonably practicable after implementation of the Schemes. There is no guarantee regarding the price for RTG Shares and RTG Options that the Sale Agent may realise and it is possible that such sale may exert downward pressure on the price of RTG Shares and RTG Options during this period.

(f) Following the implementation of the Schemes, the price of ASX listed RTG CDIs and RTG Option CDIs might change.

Following implementation of the Schemes, the value of RTG CDIs and RTG Option CDIs may rise or fall based on market conditions and the business performance of the Combined Group. If the price of RTG CDIs or RTG Option CDIs falls, the value of the securities received by Sierra Securityholders as Scheme Consideration will decline in value. Accordingly, there is no guarantee that Sierra Securityholders will actually realise the implied value of the Scheme Consideration.

(g) The change in jurisdiction of incorporation may result in less rigorous investor protections under the BVI Business Companies Act than those existing under the Corporations Act.

If the Merger is implemented, Sierra Securityholders will hold shares and options in a company incorporated in the BVI, rather than a company incorporated in Australia. As a company incorporated in the BVI, RTG will be subject to the provisions of the BVI Business Companies Act and will not be subject to many of the provisions of the Corporations Act to which Sierra is currently subject and with which Sierra Securityholders are familiar. As RTG is a "reporting issuer" in the Canadian Jurisdictions it is also subject to the securities laws of the Canadian Jurisdictions.

A summary of certain provisions of BVI law to which RTG will be subject, and a comparison of the key differences between the Corporations Act, the BVI Business Companies Act, the TSX Rules and the securities laws of the Canadian Jurisdictions, are set out in section 8.2 and section 8.3 respectively. Your Directors particularly draw your attention to the fact that the takeover protection provisions currently afforded to Sierra Securityholders by Chapter 6 of the Corporations Act will not apply to RTG. As set out in more detail in section 8, no takeover protection is provided by the BVI Business Companies Act.

If the Merger is implemented and RTG is admitted to the official list of ASX, RTG will, subject to the grant of certain waivers by ASX, be subject to all of the same ASX Listing Rules to which Sierra is currently subject.

(h) The tax consequences of implementation of the Merger may not suit your particular financial circumstances.

Implementation of the Merger may have tax consequences for Sierra Securityholders. In particular, roll‐over relief will not be available for all components of the Scheme Consideration which may give rise to a capital gain which may be taxed. Ineligible Foreign Securityholders and certain other Sierra Securityholders may also realise a gain on which they may be taxed, depending on their specific circumstances. A general guide to the Australian taxation implications of the Merger is set out in section 11. This guide is expressed in general terms based on the taxation laws as they currently stand and individual Sierra Securityholders should seek professional advice regarding the tax consequences applicable to their own circumstances.

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(i) Additional costs.

Implementation of the Schemes will result in additional one‐off transaction costs. The total cost of implementing the Schemes to Sierra is estimated to be in the range of A$365,000 and A$425,000. A majority of these costs have already been incurred or will be incurred whether or not the Schemes are approved by Sierra Securityholders.

Implementation of the Schemes may also result in additional costs being incurred by the Combined Group including, for example, those costs involved in maintaining dual listings on TSX and ASX.

3.4 Other relevant considerations

(a) The Independent Expert has concluded that the Merger is in the best interests of Sierra Shareholders and Sierra Optionholders.

Sierra commissioned the Independent Expert to prepare a report on the Merger to determine whether it is in the best interests of Sierra Shareholders and Sierra Optionholders. The Independent Expert has concluded that, in its opinion, the Merger is not fair but reasonable and in the best interests of Sierra Shareholders and Sierra Optionholders. A copy of the Independent Expert's Report is set out in Annexure 1.

The Independent Expert assessed the value of the Scheme Consideration for each Sierra Share and Sierra Option on a minority basis as being less than the full underlying value of Sierra Shares and Sierra Options on a control basis and is therefore not "fair" when assessed on the basis of existing ASIC policy. However, the Independent Expert noted that the Schemes are nevertheless "reasonable" despite not being "fair" after considering other factors associated with the Merger. The noted likely advantages of the Merger include the following:

(i) on a minority interests basis and NAV basis the value of the Share Scheme Consideration and the value of a Sierra Share are similar;
(ii) there is overlap in the valuation ranges in the Independent Expert's fairness assessment of the Share Scheme and Option Scheme and in some scenarios the Share Scheme and Option Scheme may be considered fair;
(iii) increased strength of management with broader experience; and
(iv) the Combined Group is intended to be listed on ASX and TSX.

(b) Effect of BVI taxation laws for individual Sierra Securityholders.

If the Merger is implemented, Sierra Securityholders will hold shares and options in a company incorporated in the BVI, rather than a company incorporated in Australia. This may have different consequences for Sierra Securityholders than Australian taxation laws. A summary of BVI tax considerations that are relevant to holding shares in a company incorporated in the BVI is set out in section 8.4.

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(c) The Schemes may be implemented even if you vote against it.

You should be aware that even if you do not vote, or you vote against the Merger, the Merger will still be implemented if it is approved by the requisite majority of Sierra Shareholders or Sierra Optionholders (as applicable) and the Court. If this occurs, all Sierra Shares and Sierra Options (as applicable) will be transferred to RTG and you will receive the Share Scheme Consideration for your Sierra Shares and Option Scheme Consideration for your Sierra Options, even though you did not vote on, or voted against, the Merger.

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4. Information about Sierra

4.1 Overview

This section contains information in relation to Sierra.

The Independent Expert's Report in Annexure 1 to this Scheme Booklet contains further detailed information on Sierra.

Sierra is a Perth based resource company focused on developing its copper and gold exploration portfolio in the Philippines. Sierra was admitted to the official list of the ASX on 13 December 2006 following an initial capital raising of A$4,500,000. Sierra is a "disclosing entity" for the purposes of the Corporations Act and is therefore subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. Subject to limited exceptions, Sierra is required to notify the ASX immediately after it becomes aware of any information which a reasonable person would expect to have a material effect on the price or value of Sierra Shares.

Copies of announcements made by Sierra to the ASX are available on the ASX website (www.asx.com.au).

4.2 Group Structure

Sierra's registered office is at Level 9, BGC Centre, 28 The Esplanade, Perth WA 6000.

Sierra's group structure is set out below, together with the governing law of each company and the percentage of voting securities beneficially owned by Sierra.

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Note:

(a) A 60% interest in Bunawan, OZ Metals and St Ignatius Exploration & Mineral Resources Corp is held directly and beneficially by a Philippine shareholder. In the case of Bunawan and OZ Metals, the Philippine shareholder has granted a call option in favour of Sierra Philippines Pty Ltd, subject to foreign ownership restrictions in the Philippines. In the case of St Ignatius, the Philippine shareholder has

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granted a call option in favour of SRM Gold Limited, subject to foreign ownership restrictions in the Philippines. See section 4.6(b)(iv) for further details.
(b) Sierra has a 64% direct and indirect economic interest in Mt Labo. Mt Labo has entered into a joint venture agreement with Galeo to partner Sierra in exploration and development activities at the Mabilo and Nalesbitan Projects. See section 4.6(b)(i) for further detail.

4.3 Strategy

Sierra is an active resource exploration and development company. Sierra's objective is to create long‐term shareholder value through the discovery, development and acquisition of technically and economically viable mineral deposits.

To date, Sierra has not commenced production of any minerals. To achieve its objective, Sierra currently has the following business strategies and prospects over the medium to long term:

(a) continue exploration activities in the Philippines with an initial focus on the Mabilo Project, Nalesbitan Project and the Bunawan Project (upon granting of exploration permits as applicable);
(b) subject to the results of exploration programs at its projects, calculate mineral resource estimates in accordance with the JORC Code;
(c) completion of positive scoping and feasibility studies which demonstrate that mining of resources can be economically undertaken on Sierra’s projects;
(d) continue to progress the permitting at each of Sierra’s projects, with an initial focus on the Bunawan Project; and
(e) continue to actively assess new domestic and overseas business opportunities in the mineral resources sector to complement Sierra’s current projects.

All of these activities are inherently risky and the Board is unable to provide certainty that any or all of these developments will be able to be achieved.

4.4 Projects

Sierra's primary focus is the exploration of gold and copper assets in the Philippines and more specifically in the Parcale gold district, located in eastern Luzon and the eastern Mindanao mineral belt in southern Philippines, adjacent to the Philippine Fault Zone, which passes down the west edge of the Pacific Cordillera and is considered to be a fundamental control on the mineralisation of the region. Sierra's tenement applications have been carefully selected on the basis of their tectonic setting combined with extensive local knowledge of the geology and locations of both historical and current artisanal gold mining operations.

Sierra previously held two exploration licences in Papua New Guinea, but these licences expired during 2013.

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Figure 1: Sierra's project locations

The following is a summary of Sierra's projects. See section 4.6(a) for further details on the constituent tenements.

(a) Mabilo Project

The Mabilo Project is a high grade Cu‐Au magnetite skarn deposit located in the Camarines Norte Province, Eastern Luzon, Philippines. The project comprises one granted Exploration Permit (EP‐014‐2013‐V) of approximately 498 ha and Exploration Permit Application EXPA‐ 000188‐V of 2,820 ha. The project area is accessed by 20km of all‐weather road from the highway at the nearby town of Labo.

Sierra has a direct and indirect 64% economic interest in Mt Labo which holds the Mabilo Project permits. Mt Labo has entered into a joint venture agreement with Galeo to partner

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Sierra in exploration and development activities whereby Galeo can currently earn up to a 36% interest in the joint venture. However subject to a number of conditions precedent, Galeo may earn an interest of up to 42% of the joint venture. See section 4.6(b)(i) for further detail.

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Figure 2: Sierra's Mabilo and Nalesbitan project

Sierra has followed up reconnaissance drilling in 2012 with a further ground magnetic survey early in 2013 to clarify anomalies from a previous survey conducted by a prior tenement owner. See Figure 3. Modelling of the data from the survey and the 2012 drilling was undertaken to provide initial targets for Phase 2 drilling. The survey also outlined two new anomalies, the South East and North East magnetic anomalies, neither of which were the subject of drilling in 2012. Phase 2 drilling began in July 2013 and has returned a number of mineralised intervals.

Drilling is being undertaken by Galeo pursuant to the joint venture arrangement with Mt Labo.

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Figure 3: TMI image from the 2013 ground magnetic survey. A pre‐existing small scale Mining Permit area of approximately 10.7Ha was not covered by the survey. Sierra’s Philippines associate granted a consent for the small scale mining area which provides for a 1% production royalty and which expired in June 2013.

(b) Nalesbitan Project

The Nalesbitan Project is owned by Mt Labo and is subject to the joint venture arrangements with Galeo. See section 4.6(b)(i) for further detail. The project comprises a Mining Lease Contract MRD‐459 of 497Ha and Mineral Production Sharing Agreement Application APSA‐V‐ 0002 of 637Ha, the latter of which has been denied and is the subject of a motion for reconsideration. The project is located in Camarines Norte Province on the Bicol Peninsular in Southern Luzon approximately 200km from Manila. Access is from Manila by 300km sealed highway to the town of Exiban and then by 13 kilometres of unsealed road to Nalesbitan.

The Nalesbitan area has been extensively explored and drilled by previous owners of the tenements.

On 21 March 2012, Sierra announced that it had completed its initial inferred mineral resource estimate for the Nalesbitan Hill deposit. The estimate totalled 5.0Mt at 1.05g/t Au (170k oz) and 4.0 g/t Ag (645k oz) at 0.5g/t cut/off. At a 0.3g/t cut off, the resource estimate increases to 7.7 Mt at 0.8 g/t Au (204k oz) and 4.0 g/t Ag (986k oz). The resource estimate was prepared by independent geological consultants whose staff have consulted to the owners of the property since 2006.

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The terms of the agreement by which Sierra and its Philippine associate acquired Mt Labo provided for a deferred consideration payment to be made if the motion for reconsideration of APSA‐V‐0002 was granted prior to 2 November 2013. No such approval has yet been granted. One of the vendors of Mt Labo has filed a petition for declaratory relief in the Philippines seeking to extend the date for the receipt of the approval. The resolution of the applicable court denying the motion to dismiss filed by Mt Labo is currently subject of a motion for partial reconsideration.

(c) Bunawan Project

The Bunawan Project comprises an exploration permit application (EXPA‐00037‐XIII) and an application for a mineral production sharing agreement (APSA‐000003‐XIII), totalling 88km[2 ] in Agusan del Sur, Eastern Mindanao. The area surrounds the high grade Co‐O gold mine owned by Medusa Mining Ltd. Sierra's applications, which comprise a number of discrete blocks, represent a significant land holding in the area around the Co‐O mine and cover a similar geological sequence including much of a distinct diatreme breccia similar to the one recognised by Medusa Mining adjacent to the Co‐O mine. Numerous artisanal gold workings are located within and adjacent to the Mahunoc diatreme.

During the permit application process, Sierra has historically conducted limited reconnaissance work in the Bunawan area. Following advances in 2013 in the permitting process, Sierra conducted an initial integrated exploration program including mapping, ground magnetic surveys and grid based soil sampling which yielded positive results, following which further soil sampling has been commissioned.

The National Commission on Indigenous Peoples ( NCIP ) has issued a Certificate of Compliance, confirming that Bunawan has complied with the NCIP procedure and process requirements for that part of Expa‐000037‐XIII that falls within the Municipality of Rosario. This Certificate of Compliance satisfies the statutory requirements of the Mines and Geosciences Bureau as a key condition for the issuance of the exploration permit over the same area.

The completed application for EXPA‐000037‐XIII now awaits final execution and release by the MGB Director.

Bunawan, together with the NCIP, has also commenced the process for seeking the Free and Prior Informed Consent of indigenous peoples over the southern portion of the EXPA, lying within the Bunawan Municipality.

The Manobo Indigenous Cultural Communities covering APSA‐000003‐XIII are divided into the Municipalities of Prosperidad, Rosario and Bunawan. Many of the leaders and their customs covering the APSA are the same as those covering the EXPA. Sierra has concluded the APSA pre‐Field Based Investigation process for all three municipalities and completed the Field Based Investigation reports for Prosperidad and Rosario.

The balance of the FPIC process for the southern part of the EXPA and the complete process for the issue of APSA‐000003‐XIII is expected to be completed over the course of 2014.

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Figure 4: Bunawan simplified geology and Sierra's permit applications

Sierra has a direct 40% ownership interest Bunawan which holds EXPA‐00037‐XIII and has been assigned the ownership interest in APSA‐000003‐XIII (subject to pending transfer from Safariland Resources Co.). The remaining 60% interest in Bunawan is held directly and beneficially by a Philippine shareholder. The Philippine shareholder has granted a call option in favour of Sierra Philippines Pty Ltd (a wholly owned subsidiary of Sierra), subject to foreign ownership restrictions in the Philippines.

(d)

Taguibo Project

The Taguibo Project comprises two granted exploration licences (EP‐01‐06‐XI and EP‐01‐10‐XI) and one exploration permit application (EXPA‐118) covering a combined area of 12,858 ha. The combined block covers a section of the Philippine Fault Zone where it is intersected by a second regional structural zone known as Kingking Trend which extends from Sierra's Taguibo project to the KingKing porphyry Cu deposit some 30 km to the north‐west.

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Following historic exploration activities, Sierra undertook a reconnaissance drilling program in June 2012 which was curtailed in June 2013 due to local security issues. To date 12 holes have been completed at the Taguibo Project.

On 30 June 2011, the MGB Region XI denied the Taguibo Project permit application EXPA‐ 000118‐XI on the ground that Bunawan had allegedly failed to complete the required publication, posting and radio announcement within one year from the date of acceptance of said application and the required consultation with all provincial boards concerned within two years from such acceptance. On 23 July 2012, Bunawan filed an appeal with the MGB Central Office.

EP‐01‐06‐XI and EXPA‐118 are held by Bunawan whilst EP‐01‐10‐XI is held by Oz Metals. Sierra has a direct 40% ownership interest in both Bunawan and Oz Metals. The remaining 60% interest in Bunawan and Oz Metals is held directly and beneficially by a Philippine shareholder. The Philippine shareholder has granted a call option in favour of Sierra Philippines Pty Ltd (a wholly owned subsidiary of Sierra), subject to foreign ownership restrictions in the Philippines.

(e) Bahayan Project

The Bahayan application (EXPA‐123‐XI) is held by Oz Metals and comprises two blocks located to the NW of the Diwalwal gold rush. Sierra's northern block is approximately 20 km from Diwalwal and 30 km from the Co‐O mine owned by Medusa Mining Limited and Sierra's Bunawan Project.

Sierra has conducted reconnaissance mapping, rock chip and stream sediment sampling which has located additional areas of alteration and artisanal mining to the north and west of Cogonon which was the initial focus for reconnaissance work. The most significant of these is the Falcata‐Tondan‐Lawaan zone where epithermal mineralisation characterised by chalcedonic and opaline quartz veins associated with anomalous Au‐Ag‐As geochemistry was recognised.

(f) Mawab Project

The Mawab Project is held by Oz Metals and comprises Exploration Permit 02‐10‐XI located in the north west of the Masara Mineral Field in an area of good infrastructure close to the highway and local sealed roads.

The Masara Mineral Field is one of the most intensely mineralised areas of the Philippines with numerous porphyry copper (eg Amacan), epithermal vein gold‐silver (eg Maco/Masara) and limestone replacement gold (eg RCO and Hijo) deposits.

Following the grant of the Exploration Permit in 2010 Sierra established an exploration camp at Mawab and undertook detailed mapping and sampling programs over the entire tenement block and further rock chip and sediment sampling in 2011, resulting in two anomalous areas being outlined for further follow up investigation.

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(g) Title to Projects

For further information regarding title to the Philippine tenements that Sierra has an interest in and a general overview of the mining law in the Philippines, please see the Solicitor's Report on Tenements in Annexure 2.

For certain specific risks associated with the Philippine tenements that Sierra has an interest in see section 7.2(a).

4.5 Directors

The names of Directors in office at the date of this Scheme Booklet are:

Mr Ian Middlemas Non‐Executive Chairman Mr Matthew Syme Managing Director Mr Johan Raadsma Executive Director Mr Francis Enrico M. Gutierrez Non‐Executive Director

A biographical summary of each Director is set out below:

(a) Ian Middlemas

Non‐Executive Chairman

Qualifications – B.Com, CA

Mr Middlemas is a Chartered Accountant, a member of the Financial Services Institute of Australasia and holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive corporate and management experience, and is currently a director with a number of publicly listed companies in the resources sector.

Mr Middlemas was appointed a director and Chairman of Sierra on 27 January 2006. Mr Middlemas has held directorships in a number of ASX listed companies including Berkeley Resources Limited (April 2012 – present), Prairie Downs Metals Limited (August 2011 – present), Papillon Resources Limited (May 2011 – present), Pacific Ore Limited (April 2010 – present), Wildhorse Energy Limited (January 2010 – present), Equatorial Resources Limited (November 2009 – present), WCP Resources Limited (September 2009 – present), Sovereign Metals Limited (July 2006 – present) and Odyssey Energy Limited (September 2005 – present).

(b) Matthew Syme

Managing Director Qualifications – B.Com, CA

Mr Syme is a Chartered Accountant and an experienced mining executive with over 23 years experience as a senior executive of a number of companies in the Australian resources and media sectors. He was a Manager in a major international Chartered Accounting firm before spending 3 years as an equities analyst in a large stockbroking firm. He was then Chief Financial Officer of Pacmin Mining Limited, a successful Australian gold mining company, as well as a number of other resources companies. Mr Syme retired as Managing Director of Berkeley

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Resources Limited in late 2009 after successfully guiding the acquisition and scoping studies of Berkeley’s Salamanca Uranium Project in Spain.

Mr Syme was appointed a director of Sierra on 1 July 2010. During the three year period to the end of the financial year, Mr Syme was a director of Berkeley Resources Limited (August 2004 – August 2012).

(c) Mr Johan Raadsma

Executive Director

Qualifications – B. Sc. Mining

Mr Raadsma has over 30 years experience in mining, civil construction and resource development. He has successfully engineered, managed, and contracted mining projects ranging from feasibility study, project finance, underground rehabilitation to environmental abatement. Mr Raadsma has a BSc (Mining) from the University of New South Wales, is a Member of the Australasian Institute of Mining and Metallurgy, and is President of the Philippine Mineral Exploration Association.

Mr Raadsma was appointed a director of Sierra on 28 May 2008. During the three year period to the end of the financial year, Mr Raadsma was a director of Crazy Horse Resources Inc. (November 2010 – October 2011).

(d) Mr Francis Enrico M. Gutierrez

Non‐Executive Director

Mr Gutierrez is a very experienced and well regarded mine operator and contractor in the Philippines. He is the Chairman of SR Metals Inc, a leading nickel mining and export company based in northern Mindanao.

He has operated in the contracting and mining business in Mindanao, Luzon, Masbate and other regions for over 30 years and is conversant in the range of technical, social, legal, environmental and security issues associated with mining in the Philippines.

Mr Gutierrez was appointed a director of Sierra on 29 August 2011. He has not held any other directorships in listed companies in the previous three years to the end of the financial year.

(e) Mr Clint McGhie

Company Secretary

Qualifications – B.Com, CA, ACIS, FFin

Mr McGhie is a Chartered Accountant and Chartered Secretary. He commenced his career at a large international Chartered Accounting firm, before moving to commerce in the role of financial controller and company secretary. Mr McGhie now works in the corporate office of a number of public listed companies focussed on the resources sector.

Mr McGhie was appointed Company Secretary of Sierra on 21 August 2006.

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4.6 Material contracts and Title

(a) Tenements

As at the date of this Scheme Booklet, Sierra has an interest in the following projects and tenements:

Project Name	Permit Number	Economic/Percentage	Status
		Interest
Philippines
Taguibo Project(i)	EP‐01‐06‐XI	40%	Granted
	EP‐01‐10‐XI	40%	Granted
	EPA‐118‐XI	40%	Application
Bunawan Project(i)	EPA‐037‐XIII	40%	Application
	APSA‐003‐XIII	40%	Application
Mawab Project(i)	EP‐02‐10‐XI	40%	Granted
Bahayan Project(i)	EPA‐123‐XI	40%	Application
Nalesbitan Project(ii)	MLC MRD‐459	64%	Granted
	APSA‐002‐V	64%	Application
Mabilo Project(ii)	EP‐014‐2013‐V	64%	Granted
	EXPA‐000188‐V	64%	Application

Notes

(i) The Taguibo, Bunawan, Mawab and Bahayan Projects in the Philippines are held through Sierra’s associate entities in which Sierra has a direct 40% ownership interest. The Sierra Group’s proportion of voting power held in each associate is the same as its direct ownership interest. The remaining 60% interest in the associates is held directly and beneficially by a Philippine shareholder. The Philippine shareholder has granted a call option in favour of Sierra Philippines Pty Ltd (a wholly owned subsidiary of Sierra), subject to foreign ownership restrictions in the Philippines.
(ii) Sierra has a 64% direct and indirect economic interest in Mt Labo which holds the Nalesbitan and Mabilo Projects. Mt Labo has entered into a joint venture agreement with Galeo to partner in exploring and developing a delineated portion of the Mabilo and Nalesbitan Projects. Galeo can currently earn up to a 36% interest in the joint venture, which covers down to 200 metres below the surface, by contributing approximately US$4,250,000 of exploration drilling and management services for the joint venture area over a 2 year period. As of 31 December 2013, Galeo has earned a 6.743% interest in the joint venture. Subject to two conditional memorandums of understanding, Galeo may extend their interest in the joint venture to remove the depth limit of 200 meters below surface by providing additional drilling of 5,000m below 200 meters, as well as an additional 6% interest at all depths by, amongst other things, mining the first 1.5Mt of waste ore. Refer to section 4.6(b)(i) for further information.

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(b) Material Contracts

(i) Joint venture with Galeo

Sierra entered into an agreement on 10 May 2013 with Philippines mining contractor and supplier, Galeo, to partner Sierra in exploring and developing the Mabilo and Nalesbitan Gold‐Copper Projects. The agreement was subject to Sierra shareholders' approval which was granted at a general meeting of Sierra on 19 July 2013.

Pursuant to the terms of the unincorporated joint venture, Galeo can earn up to a 36% interest in the Projects, down to 200 metres below surface, by contributing approximately US$4,250,000 of exploration drilling and management services for the Projects over the next 2 years.

The “drilling for equity” component of the Agreement represents approximately 9,000m of diamond core drilling. Galeo will also provide management services for the security, community relations and administration functions for the Joint Venture in the 2 year period.

Galeo is associated with Director Mr Francis Enrico M. Gutierrez and Sierra Shareholders approved the Agreement in July 2013. The joint venture commenced in early August 2013.

Sierra announced on 20 November 2013 that a memorandum of understanding had been entered into detailing proposed changes to the joint venture agreement to remove the depth limit of 200m from the agreement and provide for drilling of 5,000m below 200m, in addition to the existing 9,000m of drilling above 200m. The memorandum of understanding also provides for Galeo to be granted its 36% interest up front with the ability for Sierra to claw‐back any interest deemed not earned at the end of the claw‐ back period. The revisions to the agreement remain subject to conditions, including signing a formal amendatory agreement and Sierra shareholder approval. Should the other conditions be satisfied the revised agreement will be placed before Sierra shareholders for approval.

Sierra has entered a second memorandum of understanding with Galeo whereby Galeo can earn an additional 6% interest in the joint venture to take the total interest Galeo can hold and retain up to 42%. The memorandum of understanding, which is subject to a number of conditions precedent, including shareholder approval (if applicable), requires Galeo to mine the first 1.5Mt of waste ore to earn the additional interest.

Galeo is associated with Director Mr Francis Enrico M. Gutierrez and Shareholders approved the Agreement in July 2013. The joint venture commenced in early August 2013.

(ii) Nalesbitan Royalty Agreement

Mt Labo, entered into a royalty agreement in respect of the Nalesbitan gold mine tenements (Mining Lease MRD‐459 and APSA No‐V‐0002) with Mining Consultants Ltd ( MC ) on 2 November 2011. The agreement was part of the transaction in November 2011 whereby Sierra acquired an interest in Mt Labo and the existing royalty

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agreements were terminated. Pursuant to the new royalty agreement Sierra agreed to pay MC a royalty of 1% of the net mining revenue from the applicable tenements. There has been no production to date at the Nalesbitan project and hence no payments have been made under this agreement by Mt Labo.

(iii) Mabilo Royalty Agreement

Mt Labo, entered into a royalty agreement in respect of the Mabilo gold prospect tenements (EP‐014‐2013‐V) with MC on 2 November 2011. The agreement was part of the transaction in November 2011 whereby Sierra acquired an interest in Mt Labo and the existing royalty agreements were terminated. Pursuant to the new royalty agreement Sierra agreed to pay MC a royalty of 1% of the net mining revenue from the applicable tenements. Other than as discussed below, there has been no production to date at the Mabilo project and hence no payments have been made under this agreement by Mt Labo.

In 2012, Mt Labo granted consent to a SSMP within the boundaries of EP‐014‐2013‐V. The SSMP entitles the holder to extract a maximum of 50,000 tonne ore per annum. Pursuant to the granting of the consent, the SSMP holder is required to pay to Mt Labo an amount equal to 1% of gross sales. Despite repeated requests, the SSMP holder is yet to pay any amount to Mt Labo and has not provided any production information. The SSMP and Mt Labo’s consent has subsequently expired, and Sierra understands that production has ceased.

Whilst Sierra has been unable to quantify the production from the SSMP, there remains a risk that it may be liable to pay a royalty to MC and that legal action may be taken.

(iv) Max Sara call option deeds and loan agreement

(A) Max Sara, the beneficial holder of 60% of the issued capital in Bunawan and Oz Metals, has granted Sierra Philippines Pty Ltd, a wholly owned subsidiary of Sierra, a call option over all of his shares in Bunawan and OZ Metals. The option was part of the transaction under which Sierra Philippines Pty Ltd acquired 40% of the issued capital in Bunawan and Oz Metals. The consideration for the transaction was the issue of 3,500,000 Sierra Shares and 50,000 A Class Preference Shares to Max and Martin Sara. The 50,000 A Class Preference Shares subsequently converted into 50,000 Sierra Shares.

The exercise price for the call option is $1 and the term of the call option is in perpetuity.

Under the Philippine Mining Act only companies that are at least 60% locally owned can hold mineral agreements (including mineral production sharing agreements). Refer to the Solicitor's Report on Tenements in Annexure 2 for details on the Philippine Mining Act. To ensure that exercising the call option does not breach the Philippine Mining Act, Sierra Philippines Pty Ltd may if necessary assign its rights to a Philippine national or entity to whom the option shares will be assigned upon exercise of the call option. Exercising the call option is otherwise unconditional and may be done at any time.

Sierra Mining Limited SCHEME BOOKLET

The call option is governed by the laws of Western Australia.

(B) Max Sara, the direct and beneficial holder of 60% of the issued capital in St.Ignatius Exploration & Mining Resources Corporation has granted Sierra Gold Limited, a wholly owned subsidiary of Sierra, a call option over all of his shares in St.Ignatius Exploration & Mining Resources Corporation dated November 2011.

The consideration for the transaction was Peso 10,000.

The exercise price for the call option is the par value of the shares and the term of the call option is in perpetuity.

Under the Philippine Mining Act only companies that are at least 60% locally owned can hold mineral agreements (including mineral production sharing agreements). Refer to the Solicitor's Report on Tenements in Annexure 2 for details on the Philippine Mining Act. To ensure that exercising the call option does not breach the Philippine Mining Act, Sierra Gold Limited may if necessary assign its rights to a Philippine national or entity to whom the option shares will be assigned upon exercise of the call option. Exercising the call option is otherwise unconditional and may be done at any time.

The call option is governed by the laws of Western Australia.

(C) Sierra entered into a facility agreement with Max Sara on 23 December 2010 whereby Sierra advanced A$283,650 to Max Sara to enable Max Sara to exercise 1,525,000 options with an exercise price of $0.186 and an expiry date of 31 December 2010. The loan was due for repayment on 23 December 2013 but Sierra intends to offer Mr Sara a 12 month extension to the repayment date.

(v) Service and Employment Agreements

(A) Mr Matthew Syme, Managing Director of Sierra, has entered into an employment contract under which he will receive an annual salary of $150,000 plus superannuation and a discretionary bonus. The employment agreement is for a rolling annual period from commencement. Sierra will give not less than three months notice if it wishes to renew the employment terms for a further one year. Notice of termination of employment may be given by either party subject to three month’s written notice.
(B) Sierra entered into an administrative services agreement with Apollo on 1 July 2009 which has been subsequently amended on 14 January 2014. Pursuant to the agreement, Apollo provides administrative services to Sierra in consideration of a monthly payment of A$24,000 plus additional time based costs in excess of this monthly fee.

4.7 Historical financial information

The following selected financial information for Sierra has been extracted from the audited financial statements of Sierra for the year ended 30 June 2013 and the reviewed financial statements of Sierra for the six months ended 31 December 2013. The financial information has been prepared in

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accordance with the recognition and measurement requirements of Australian Accounting Standards (including Australian Accounting Interpretations) adopted by the Australian Accounting Standards Board ( AASB ) and the Corporations Act. The financial information also complies with the recognition and measurement requirements of International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. The audit and review opinions in these financial statements were issued by Deloitte and were unqualified.

The financial information presented in the tables below do not represent complete financial statements and should therefore be read in conjunction with the financial statements for the respective periods, including the description of accounting policies contained in those financial statements and the notes to those financial statements. Where appropriate, adjustments have been made to headings and classifications of historical data to provide a consistent basis of presentation.

In the interval between the end of the half year to 31 December 2013 and the date of this Scheme Booklet, there has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors, to significantly affect the operations of Sierra, the results of those operations, or the state of affairs of Sierra, in future financial years other than as disclosed in the 31 December 2013 half year financial statements and subsequent filings with ASX.

Sierra Securityholders may view complete copies of the audited financial statements of Sierra for the year ended 30 June 2013 and the reviewed financial statements of Sierra for the six months ended 31 December 2013 on Sierra's website at www.sierramining.com.au. The Company will provide a copy of the financial statements free of charge upon request by any Sierra Securityholder prior to the Second Court Date.

Statement of Comprehensive Income

		For the twelve
	For the six months	months ended	For the twelve
	ended	30 June 2013	months ended
	31 December 2013	(Restated and	30 June 2013
	(Reviewed)	Unaudited)*	(Audited)
	$	$	$
Revenue	42,035	239,062	239,062
Expenses
Exploration and evaluation expenses	(1,484,505)	(4,102,250)	(2,193,877)
Corporate and administration expenses	(313,081)	(552,725)	(552,725)
Business development expenses	‐	(70,033)	(70,033)
Other expenses		‐	(1,474)
Impairment losses		‐	(1,761,429)
Loss before income tax	(1,755,551)	(4,485,401)	(4,340,476)
Income tax expense	‐	‐	‐
Loss for the period	(1,755,551)	(4,485,401)	(4,340,476)

Sierra Mining Limited SCHEME BOOKLET

		For the twelve
	For the six months	months ended	For the twelve
	ended	30 June 2013	months ended
	31 December 2013	(Restated and	30 June 2013
	(Reviewed)	Unaudited)*	(Audited)
	$	$	$
Other comprehensive income, net
of income tax
*Items that will not be reclassified*		‐
*subsequently to profit or loss*	‐		‐
*Items that may be reclassified*
*subsequently to profit or loss*
Exchange differences on translation of foreign operations	(14,876)	218,486	162,956
Other comprehensive (loss)/income for the period, net of income tax	(14,876)	218,486	162,956
Total comprehensive loss for the		(4,266,915)
period	(1,770,427)		(4,177,520)
Loss attributable to:
Members of the Parent	(1,265,934)	(3,090,388)	(3,963,996)
Non‐controlling interests	(489,617)	(1,395,013)	(376,480)
	(1,755,551)	(4,485,401)	(4,340,476)
Total comprehensive loss
attributable to:
Members of the Parent	(1,308,516)	(2,939,396)	(3,859,725)
Non‐controlling interests	(461,911)	(1,327,519)	(317,795)
	(1,770,427)	(4,266,915)	(4,177,520)

* Sierra was required to adopt the new accounting standard issued by Australian Accounting Standards Board (AASB) 10 ‘Consolidated and Separate Financial Statements’ with effect from 1 July 2013. The adoption of AASB 10 had a retrospective impact on the Financial Report. Therefore, Sierra has restated comparatives for 30 June 2013, however, these numbers are unaudited.

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Statement of Financial Position

	31 December 2013	30 June 2013	30 June 2013
	(Reviewed)	(Restated)*	(Audited)
	$	$	$
ASSETS
Current Assets
Cash and cash equivalents	1,958,787	3,578,666	3,477,295
Trade and other receivables	18,526	28,347	28,347
Other financial assets	283,650	283,650	283,650
Other current assets	67,236	46,889	6,840
Total Current Assets	2,328,199	3,937,552	3,796,132
Non‐current Assets
Trade and other receivables	192,415	179,635	85,042
Exploration and evaluation assets	2,108,110	2,112,045	1,541,530
			19,628
Property, plant and equipment	117,695	88,467	64,874
Other non‐current assets	18,040	15,568	10,964
Total Non‐current Assets	2,436,260	2,395,715	1,722,038
TOTAL ASSETS	4,764,459	6,333,267	5,518,170
LIABILITIES
Current Liabilities
Trade and other payables	534,899	349,996	340,942
Provisions	17,030	13,835	13,835
Total Current Liabilities	551,929	363,831	354,777
TOTAL LIABILITIES	551,929	363,831	354,777
NET ASSETS	4,212,530	5,969,436	5,163,393
EQUITY
Contributed equity	20,977,039	20,977,039	20,977,039
Reserves	1,707,191	2,076,669	2,149,306
Accumulated losses	(14,624,877)	(13,699,360)	(18,137,152)
Equity attributable to owners of Sierra	8,059,353	9,354,348	4,989,193
Non‐controlling interests	(3,846,823)	(3,384,912)	174,200
TOTAL EQUITY	4,212,530	5,969,436	5,163,393

Sierra Mining Limited SCHEME BOOKLET 47

Statement of Cashflows

	31 December 2013	30 June 2013
	(Reviewed)	(Audited)
	$	$
Cash flows from operating activities
Payments to suppliers and employees	(1,619,270)	(2,505,009)
GST receipts	9,823
Interest received	50,240	230,485
Net cash used in operating activities	(1,559,207)	(2,274,524)
Cash flows from investing activities
Payments for exploration and evaluation assets	(57,955)	‐
Payments for property, plant and equipment		(52,731)
Payments for investment in equity accounted associate		(265,138)
Loans to equity accounted associates		(1,448,566)
Net cash used in investing activities	(57,955)	(1,766,435)
Cash flows from financing activities
Proceeds from issue of shares	‐	‐
Share issue costs	‐	‐
Net cash used in financing activities	‐	‐
Net decrease in cash and cash equivalents	(1,617,162)	(4,040,959)
Net foreign exchange differences	(2,717)	8,774
Cash and cash equivalents at 1 July	3,578,666	7,509,480
Cash and cash equivalents at 31 December	1,958,787	3,477,295

* Sierra was required to adopt the new accounting standard issued by Australian Accounting Standards Board (AASB) 10 ‘Consolidated and Separate Financial Statements’. The adoption of AASB 10 had a retrospective impact on the Financial Report. Therefore, Sierra has restated comparatives.

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4.8 Competent Persons statement

The information in this Scheme Booklet that relates to the exploration results from the second phase of drilling at the Mabilo Project is based on information compiled by Mr Robert McLean, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr McLean is a consultant geologist engaged by Sierra Mining Limited. Mr McLean has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr McLean consents to the inclusion in this Scheme Booklet of the matters based on his information in the form and the context in which it appear.

The information in this Scheme Booklet relating to exploration results, other than the second phase of drilling at the Mabilo Project, is based on information provided to Mr Robert McLean by Sierra Mining Limited. Mr McLean is a consultant geologist and is a member of the Australasian Institute of Mining and Metallurgy. Mr McLean has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr McLean consents to the inclusion in this Scheme Booklet of the matters based on the information he has been provided and the context in which it appears. This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis the information has not materially changed since it was last reported.

The information in this Scheme Booklet relating to mineral resource estimation of the Nalesbitan Hill gold deposit is based on work completed by Mr Rob Spiers, who is a Director of H&S Consultants Pty Ltd. Mr Spiers is a member of The Australian Institute of Geoscientists and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Spiers consents to the inclusion in this Scheme Booklet of the matters based on his information in the form and context in which it appears. This information was prepared and first disclosed under the JORC Code 2004 (see ASX Announcement 21 March 2012). It has not been updated since to comply with the JORC Code 2012 on the basis the information has not materially changed since it was last reported.

4.9 Additional information

For risks associated with Sierra see section 7.2 and risks associated with the Combined Group see section 7.3.

Certain additional information in relation to Sierra and Sierra Shares is set out in section 12.

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5. Information about RTG

5.1 Overview

This section contains information in relation to RTG.

The Independent Expert's Report in Annexure 1 to this Scheme Booklet contains further detailed information on RTG.

RTG is a mining exploration company which was incorporated in December 2012 in the British Virgin Islands. RTG has its head office in Subiaco, Western Australia and is a foreign registered company under the Corporations Act.

RTG listed on the Toronto Stock Exchange (TSX: RTG) in April 2013 and was created under a ‘top hat’ scheme involving Ratel Group Limited ( Ratel ) and so the assets and operations of RTG have effectively been in a TSX listed company since the listing of Ratel on TSX in early 2011. RTG completed a capital raising of over C$20m (net proceeds) upon its listing.

RTG has a strategic focus on acquiring and developing interests in mineral properties with demonstrated potential for hosting economic mineral deposits, with gold deposits as the primary focus, and progressing them towards production.

The management of RTG was previously responsible for the successful development and operation of the Masbate Gold Mine for CGA Mining Limited prior to its acquisition by B2Gold Corp. in early 2013 for US$1.1 billion.

5.2 Business operations

(a) Overview

RTG has sold its 51% interest in the Mkushi Copper Project in Zambia for approximately US$13.1 million to RTG’s joint venture partner, Elephant Copper Ltd ( Elephant Copper ).

RTG has also entered into an unconditional Share Sale and Purchase Agreement for the sale of RTG’s 51% interest in the Segilola Gold Project in Nigeria for approximately US$14 million to RTG’s joint venture partner, Segilola Resources Operating Limited ( SROL ) and as part of the sale process, settle all outstanding disputes between the parties.

As at 31 December 2013, RTG had cash and receivables in excess of US$12.7m (A$14.1m)[15] .

The following organisational chart illustrates the inter‐corporate relationships of the RTG Group prior to the completion of the sale of the Segilola Gold Project. The chart also shows RTG’s indirect interest in Elephant Copper.

15 This assumes an exchange rate on 21 February 2014 of C$:A$ 1.005 and US$:A$ of 1.114.

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----- Start of picture text -----

RTG Mining Inc.
(TSX: RTG)
(BVI)
100%
Ratel Group Limited
(BVI)
100% 100% 100%
Ilesha Mining Holdings Limited
Zambian Mining Ltd CGX Limited
(BVI)
(BVI) (BVI)
(dormant )
99%
US$6.6m US$6.5m 100% 1%
Ordinary Shares Convertible Note
Illesha Mining Cooperatief U.A
Elephant Copper Ltd Segilola Gold Ltd
(Netherlands )
(BVI) (Nigeria)
(dormant )
51% (in dispute) 100%
Illesha Mining Limited
Segilola Gold Project
(Netherlands )
(joint venture)
(dormant )
Unconditional Share Sale and Purchase Agreement
between Ratel and SROL in respect of RTG’s 51%
(in dispute) interest in the Segilola Gold Project
----- End of picture text -----

(b) Investment in Elephant Copper

(i) Background

As summarised in section 5.2(a) above, RTG announced on 29 August 2013 that it had sold its interest in the Mkushi Copper Project for US$13.1 million to Elephant Copper.

On 3 December 2012, RTG’s former joint venture partner, African Eagle Resources also announced it had sold its 49% interest in Mkushi Copper Joint Venture Limited ( MCJVL ), which holds the Mkushi Copper Project mine tenements, to Elephant Copper.

Pursuant to the Share Sale Agreement between Zambian Mining Limited (a 100% owned subsidiary of RTG) ( ZML ) and Elephant Copper, ZML agreed to sell 100% of the share capital of RTG’s wholly owned subsidiary Seringa Mining Limited ( SML ), which holds a 51% interest in MCJVL.

The purchase price of US$13.1 million was satisfied by:

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(A) the issue of 20 million fully paid ordinary shares at an issue price of US$0.33 per share in Elephant Copper to ZML to the value of US$6.6 million ( Consideration Shares ); and
(B) a US$6.5 million unsecured redeemable convertible note ( Convertible Note );

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

On 22 October 2013, the conditions precedent to the Share Sale Agreement with Elephant Copper were satisfied and the sale was completed.

Elephant Copper is in the process of completing a listing on the TSX ( IPO ). Further information on the status of the Elephant Copper IPO, as at the date of this Scheme Booklet, is summarised in section 5.2(b)(iii) below.

The Convertible Note will be 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 for shares in Elephant Copper. The Convertible Note is convertible at the sole election of ZML.

Under the Share Sale Agreement, if:

(A) the IPO does not proceed, or proceeds at a price less that US$0.33 per share, ZML will be entitled to additional Consideration Shares so that the total value of the Consideration Shares is US$6.6 million; or
(B) if Elephant Copper enters into an alternative transaction then the total consideration payable under the Share Sale Agreement is to be satisfied in cash or alternatively, Elephant Copper will be required to buy all of the Consideration Shares and any shares to be issued under the Convertible Note at a price of US$0.33 per share.

(ii) Information on Elephant Copper

Elephant Copper is a corporation existing under the laws of the British Virgin Islands and was incorporated on 22 February 2012. Elephant Copper currently has three mineral development properties located in Southern Africa that are in the early to advanced stages of exploration. Elephant Copper's principal project is the Mkushi Copper Project, which is located in the Central Province of Zambia, was a former copper producer from 1969‐1975 and is described as a Proterozoic age Cu‐Au porphyry‐style deposit.

Elephant Copper's other projects include the Otjinoko Project in Namibia and the Midgell Project in Botswana. The Otjinoko Project is located in the Kalahari Copper Belt in Eastern Namibia and lies predominantly on an unknown Achaean lithology and Karoo volcanics with the Lebung Group, Ecca Group and Mamuno Formation making a minor appearance. No significant exploration has been conducted on the Otjinoko Project. The Midgell Project, which is located in the Kalahari Copper Belt in Botswana, consists predominantly of metasedimentary formations associated with the Proterozoic Belt

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going through Botswana. No significant exploration has been conducted on the Midgell Project.

(iii) Elephant Copper IPO

Elephant Copper is in the process of entering into an IPO, by way of signing a non‐ binding letter of intent (the LOI ) on 19 December 2013, with International Millennium Mining Corp. ( IMMC ), a TSX Venture Exchange ( TSXV ) listed entity, outlining the general terms and conditions pursuant to which IMMC and Elephant Copper would be willing to complete a business combination transaction ( Listing Transaction ). The LOI is to be superseded by a definitive merger, amalgamation or share exchange agreement ( Definitive Agreement ).

IMMC proposes to acquire all of the issued and outstanding ordinary shares of Elephant Copper (each, an Elephant Share ) pursuant to the terms of the Definitive Agreement. It is expected that each Elephant Copper shareholder will receive one post‐Consolidation (as defined below) common share of IMMC ( IMMC Share ), at a deemed value of C$0.30 per IMMC Share for each Elephant Share held.

It is anticipated that immediately prior to the closing of the Listing Transaction, IMMC will complete a consolidation (the Consolidation ) of all of its outstanding common shares and convertible securities (the IMMC Securities ) on the basis of one IMMC Security for each three outstanding IMMC Securities.

The completion of the Listing Transaction will be subject to the satisfaction of certain conditions prior to closing, including, but not limited to, the following:

(A) Elephant Copper must complete a financing (the Offering ) for minimum gross proceeds of not less than C$1 million at an issue price of not less than C$0.30 per security. It is expected that the Offering will be completed prior to the closing of the Listing Transaction and the securities of Elephant Copper issued pursuant to the Offering will be exchanged into corresponding securities of IMMC in accordance with the exchange ratio. The net proceeds of the Offering will be released to the resulting issuer upon completion of the Listing Transaction.
(B) Elephant Copper and IMMC will enter into a Definitive Agreement in respect of the Listing Transaction.
(C) All requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.

Pursuant to the Share Sale Agreement, Elephant Copper undertook to complete its IPO by 31 December 2013 and repay the DHL Payment by 1 January 2014.

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

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RTG has been advised by Elephant Copper that Elephant Copper has progressed in discussions with investors for the Offering and that Elephant Copper is currently on track to complete and lodge the IPO documents with the TSX shortly.

While completion of the Listing Transaction (including the Offering) is anticipated by RTG to occur before the Merger becomes Effective, there is a prospect that it will be delayed and complete after the Merger.

(c) Segilola Gold Project

(i) Background

As summarised above in section 5.2(a) above, RTG has entered into an unconditional Share Sale and Purchase Agreement for the sale of RTG’s 51% interest in the Segilola Gold Project in Nigeria for approximately US$14 million to RTG’s joint venture partner, Segilola Resources Operating Limited ( SROL ) and as part of the sale process, settle all outstanding disputes between the parties.

In May 2007 Segilola Gold Limited ( SGL ), a wholly owned subsidiary of Ratel, entered into a joint venture with Tropical Mines Limited ( TML ), a private company based in Nigeria, to earn a 51% interest in the Segilola Gold Project in Nigeria. RTG held its interest in SGL though a number of subsidiaries, as outlined in the organisation chart in section 5.2(a) above. CGX Limited ( CGX ) owned all the shares in SGL except for one, which was owned by Ronald Francis Clarke ( Clarke ).

In March 2012, SGL exercised the third and final option lifting its percentage interest in the mineral tenements from 38% to 51%. TML, the then joint venture partner, disputed that SGL validly exercised this option. TML has subsequently sold its interest in the Segilola Gold Project to Nigerian Gold Mining Limited ( NGML ) who adopted the same legal position as outlined in section 5.2(d)(i) below.

(ii) Information on the Segilola Gold Project

The Segilola Gold Project is located at the village of Iperindo‐Odo Ijesha, near the city of Ilesha in Osun State, Nigeria. The project site is situated within 600 meters of a sealed road, 18 km south of the regional centre Ilesha, the local government centre, with a population of 300,000, which is itself located on a sealed dual carriage way, 120 km north east of Lagos.

In March 2012, RTG completed a Revised Bankable Feasibility Study for the Segilola Gold Project, which updated the previously completed Bankable Feasibility Study. The study involved a drilling programme that was carried out in the period June to December 2011 which resulted in the subsequent increase in the overall mineralised resources reported in the original Bankable Feasibility Study.

Additional information (including technical reports) on the Segilola Gold Project is available at www.sedar.com, under Ratel’s name. Information available on SEDAR does not constitute a part of this Scheme Booklet and should not be considered in deciding how to vote on a Scheme.

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(iii) Summary of Segilola sale transaction

Under the unconditional Share Sale and Purchase Agreement between Ratel, RTG’s wholly owned subsidiary and SROL, the total consideration to be recieved by RTG for the sale of its 51% interest in the Segilola Gold Project is US$14 million payable by SROL as follows:

(A) A cash amount of US$1 million which is receivable through the assignment of a shareholder debt ( Initial Consideration ). The Initial Consideration is payable to RTG on the Completion Date (defined below);
(B) A cash amount of US$5 million ( Segilola Deferred Consideration ). This amount is payable to RTG 18 months after the Completion Date; and
(C) SROL shall pay RTG a royalty equal to 3% of the Net Smelter Return up to a maximum of US$8 million in respect of all products that are mined on, produced from or otherwise originate from the Segilola Gold Project following the commencement of commercial operations ( Royalty Consideration ).

The Share Sale and Purchase Agreement and Royalty Agreement between SROL and Ratel have been executed by the relevant parties and became enforceable in accordance with their terms on 10 October 2013.

Although CGX and Clarke owned the shares in SGL, the purchase price under the Segilola Sale Contract will be paid to RTG at completion. This will be authorised by the irrevocable direction given by the shareholders of SGL (being CGX and Clarke) to direct SROL to pay the purchase price to RTG.

Executed Completion Documents are currently being held in escrow pursuant to an Escrow Agreement. Completion of the Share Sale and Purchase Agreement can occur once the escrow agent is notified of the Completion Date by Ratel and SROL. Whilst completion was originally expected to occur on 10 October 2013, it has not yet occurred and the parties are in the process of seeking to arrange a new completion date ( Completion Date ).

The parties executed an amendment deed to the Escrow Agreement on 5 March 2014 deleting the current end date under the Escrow Agreement of 31 March 2014 to permit the parties additional time to agree a new Completion Date.

While the completion of the Share Sale and Purchase Agreement is anticipated to occur before the Merger becomes Effective, there is a prospect that it will be delayed and complete after the Merger. The sale also resolves the existing dispute with SROL outlined in section 5.2(d)(i) below.

(d) Legal proceedings

(i) Segilola Gold Project disputes

The sale of RTG’s interest in the Segilola Gold Project summarised in section 5.2(c) above will resolve the existing dispute with TML described below given upon completion of the

Sierra Mining Limited SCHEME BOOKLET

sale the RTG Group will have no further interest or liability in relation to the Segilola Gold Project, other than as specifically provided for under the Share Sale and Purchase Agreement. A summary of the background and status of the dispute is set out below.

SGL and TML executed a Joint Venture Agreement in May 2007 granting SGL the right to exercise options to acquire a 51% interest in the mineral tenements the subject of the Segilola Gold Project upon achieving or satisfying defined milestones.

On 30 March 2012, SGL exercised the third and final option lifting its percentage interest in the mineral tenements from 38% to 51%. TML has refused to accept that SGL validly exercised this option. On 18 May 2012, SGL gave TML a notice of dispute advising of its intention to refer the dispute to arbitration under the Joint Venture Agreement and to seek a declaration that SGL is the holder of a 51% interest in the mineral tenements the subject of the Segilola Gold Project ( Notice of Arbitration ).

On 18 June 2012, TML was granted interim orders in the Federal High Court of Nigeria restraining SGL from proceeding further with the arbitration or commencing a new arbitration until the hearing and determination of TML’s motion. On 27 June 2012, SGL consented to orders that SGL not proceed further with the arbitration the subject of the Notice of Arbitration. The remaining issue in dispute is in relation to orders sought by TML that SGL is required to pay TML’s legal fees to defend its interest in response to the Notice of Arbitration before it may re‐commence the arbitration process under the Joint Venture Agreement.

A hearing was due to be held on 4 October 2012 to hear arguments on the point of costs but was adjourned to 14 November 2012 and further adjourned to 22 April 2013 for report of the settlement or hearing of the pending applications. At the hearing on 22 April 2013, counsel informed the Court that settlement was still on‐going and that parties needed more time to conclude the same. As a result the matter was adjourned to 17 June 2013, 16 October 2013, and has subsequently been further adjourned to 9 June 2014 for report of settlement.

If, as RTG anticipates, the costs orders sought by TML are not granted by the Federal High Court of Nigeria, SGL intends to immediately re‐commence the process under the Joint Venture Agreement to ultimately refer the dispute as to its ownership of a 51% interest in the mineral tenements the subject of the Segilola Gold Project to arbitration in London. If SGL is unsuccessful in its ownership claim it may be found to have forfeited the 38% interest it had earned.

The Segilola sale transaction also provides for the settlement of the related disputes in relation to the Segilola Gold Project between Ratel, SGL, TML, SROL, NGML, Bakrie Delano Africa Limited, NGM Resources Limited and Mr Oladipo Delano under the terms of an agreed Settlement Deed. The disputes concern a purported termination of the Joint Venture Agreement. This includes the settlement of the injunctive proceedings brought by SGL before the Federal High Court of Nigeria and the interim injunction issued against SGL by the Federal High Court of Nigeria dated 18 June 2012. On the Completion Date of the Segilola sale transaction, signed counterparts of the Settlement Deed will be released from escrow and come into effect. As a result each of the

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injunctive proceedings will be discontinued with no order as to costs and each party will bear their own costs.

(ii) Ghanaian Dispute

In 2010 Ratel entered into an acquisition agreement to purchase all the shares in CAML Ghana Limited ( CAML Ghana ). CAML Ghana is an unrelated entity to Ratel. CAML Ghana and Westchester Resources Limited ( Westchester ) are participants in a gold exploration project in Ghana pursuant to the Obuasi Prospecting Farmin and Joint Venture Agreement.

The acquisition agreement was conditional upon the approval of the transaction by the relevant Ghanaian Minister. Ministerial approval was not obtained, and on 3 November 2011 Ratel announced that the Obuasi Prospecting Farmin and Joint Venture Agreement had been terminated. Westchester issued proceedings in Ghana against a number of parties, including Ratel in February 2012, which are considered both unsubstantiated and without foundation (the Proceedings ).

CAML Ghana had the Proceedings stayed following an order from the London Court of Arbitration in April 2012 in the context of arbitration proceedings launched against Westchester by CAML Ghana. On its application, Ratel has been joined as a party to the arbitration. On 27 November 2012, on the application of Westchester, the High Court of Ghana set aside that stay order. CAML Ghana has appealed that decision and in February 2013 the Proceedings were stayed pending the outcome of that appeal. A hearing took place before the Court of Appeal on 4 March 2014. The Court of Appeal has adjourned the matter until 5 June 2014 for judgement.

In July 2013 a hearing took place in the arbitration before the Arbitral Tribunal in London. The Arbitral Tribunal delivered its award on all matters of liability in September 2013, finding in favour of CAML Ghana on all points and ordering Westchester to pay to CAML Ghana US$940,000 million in damages and costs ( Arbitration Award ).

On 14 November 2013, CAML Ghana filed a petition in the United States District Court for the Southern District of New York seeking to confirm the Arbitration Award and to obtain an anti‐suit injunction in relation to the Proceedings. Ratel is a co‐petitioner. Westchester is opposing the petition. A hearing took place on 24 March 2014. The matter has been adjourned and, as at the date of this Scheme Booklet, a revised date has not been set for the hearing.

5.3 Additional information

Additional information (including technical reports) on RTG’s historical projects identified above is available at www.sedar.com, under RTG or Ratel’s name, as applicable. Information available on SEDAR does not constitute a part of this Scheme Booklet and should not be considered in deciding how to vote on a Scheme.

Sierra Mining Limited SCHEME BOOKLET

5.4 Directors of RTG

Brief profiles of the directors of RTG as at the date of this Scheme Booklet are as follows:

Name and Position	Profile
Michael Carrick	Mr Carrick is a Chartered Accountant with over 20 years experience in the
Chairman	resources sector. He was previously Executive Chairman of AGR Limited, the
	entity which owned and developed the Boroo Gold Project in Mongolia, and
	the Chief Executive Officer of Resolute Limited, one of Australia’s largest
	gold producers and Chief Executive Officer of CGA Mining Limited. Prior to
	joining Resolute, Mr Carrick was a senior partner at Arthur Andersen. Mr
	Carrick holds degrees majoring in economics, law, business administration
	and accounting and has been responsible for the acquisition, development,
	and operation of a number of major gold projects, both in Australia and
	internationally. Mr Carrick is a current non‐executive director of B2Gold
	Corp.
Justine Magee	Ms Magee is a Chartered Accountant with extensive experience in the
President & Chief	resource sector having headed the corporate and finance areas for Resolute
Executive Officer	Limited for 6 years. She was formerly with Arthur Andersen and a director
	of AGR Limited and CGA Mining Limited. Ms Magee holds a Commerce
	Degree from the University of Western Australia.
Robert Scott	Mr Scott is a Fellow of the Institute of Chartered Accountants in Australia
Non‐Executive	with over 35 years experience as a corporate advisor. He is a former senior
Director	partner of the international accounting firm KPMG and Arthur Andersen.
Phil Lockyer	Mr Lockyer is a Mining Engineer and Metallurgist with more than 40 years
Non‐Executive	experience in the mining industry, with an emphasis on gold and nickel, in
Director	both underground and open pit mining operations. Mr Lockyer was
	employed by WMC Resources for 20 years, reaching the General Manager
	of Western Australia responsible for that company’s gold and nickel
	divisions.
David Cruse	Mr Cruse has extensive experience in commerce and finance. He was a
Non‐Executive	stockbroker for over 20 years, where he held senior management positions
Director	and directorships in the stockbroking industry, with particular focus on
	capital markets. More recently, Mr Cruse has been involved in the
	identification and commercialisation of a number of resource (including oil
	and gas) projects.

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5.5 RTG executive officers

Name and Position	Profile
Justine Magee	Ms Magee is President and Chief Executive Officer, as well as a director of
President & Chief	RTG. For further details on Ms Magee’s biography see section 5.4.
Executive Officer
Mark Turner	Mr. Mark Turner is a Mining Engineer with over 24 years experience in the
Chief Operating	resources sector. Mr. Turner holds a degree in Mining Engineering from the
Officer	University of New South Wales and is an AUSIMM Chartered Professional in
	Management. He has been responsible for the start up and operation of
	mines in Australia, East and West Africa and Asia. He was previously General
	Manager Operations of Resolute Mining Ltd, one of Australia’s largest gold
	producers. He has also worked for Newcrest Mining Ltd and Hammersley
	Iron.
Hannah Hudson	Ms Hudson holds a Bachelor of Commerce and a Bachelor of Arts Degree
Chief Financial	from the University of Western Australia and is a member of the Institute of
Officer and Company	Chartered Accountants in Australia.
Secretary

5.6 Historical financial information

(a) Introduction

The following selected historical financial information in this section has been extracted from RTG’s audited financial statements for the year ended 30 June 2013 and the audited financial statements for the year ended 31 December 2013. RTG changed its financial year end from 30 June to December 31 during the 2013 year.

The information in this section is a summary only and has been prepared solely for inclusion in this Scheme Booklet. The full financial statements for the financial year ended 31 December 2013 (inclusive of all notes) of RTG have been published in RTG’s audited financial statements for the year ended 31 December 2013 and are set out in Annexure 10.

(b) Statement of Financial Position

The Statement of Financial Position should be read in conjunction with the applicable notes and assumptions to RTG’s audited financial statements for the year ended 31 December 2013 which are set out in full in Annexure 10 of this Scheme Booklet.

Sierra Mining Limited SCHEME BOOKLET

	31 December 2013	30 June 2013
	US$	US$
ASSETS
Current Assets
Cash and cash equivalents	10,987,534	14,988,172
Trade and other receivables	276,255	242,061
Prepayments	187	2,259
Total Current Assets	11,263,976	15,232,492
Non‐Current Assets
Property, plant and equipment	362,329	961,496
Available for sale financial assets	1,841,854	‐
Derivative financial asset	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	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	34,162,759	34,162,759
Reserves	(1,160,957)	(1,160,957)
Accumulated losses	(18,412,040)	(17,530,800)
TOTAL SHAREHOLDER’S EQUITY	14,589,762	15,471,002

RTG currently has a strong cash position of US$11.0 million at 31 December 2013 along with current receivables of US$1.4 million due from Elephant Copper as summarised in section 5.2(b) and approximately US$940,000 in damages and costs which were awarded by the Arbitral Tribunal in London against Westchester in relation to the CAML Ghana dispute (not recognised for accounting purposes on the balance sheet) as summarised in section 5.2(d)(ii).

5.7 Capital structure and ownership

(a) Issued securities

At the date of this Scheme Booklet, RTG’s issued securities consisted of 326,538,643 RTG Shares. The rights attaching to RTG Shares are summarised in section 8.

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RTG has in place a Loan Funded Share Plan ( RTG Plan ) which allows RTG to issue shares of up to 10% of the RTG's issued and outstanding RTG Shares from time to time on a non‐diluted basis, to eligible directors and employees. There are currently 14,000,000 RTG Shares on issue under the RTG Plan. Further details of the RTG Plan are set out in section 5.7(c) below.

RTG has capacity under the Scheme Implementation Deed to issue further RTG Shares in accordance with the terms of the RTG Plan. As at the date of this Scheme Booklet, RTG has no present intention to issue further RTG Shares under the RTG Plan prior to implementation of the Schemes but reserves the right to do so.

The RTG Shares are intended to be consolidated prior to the implementation of the Schemes on the basis of 10:1 (meaning that every ten (10) RTG Shares outstanding prior to implementation of the Schemes would be consolidated into one (1) RTG Share). Further details of the consolidation are set out in section 5.7(d) below.

The authorised share capital of RTG consists of an unlimited number of RTG Shares. RTG has the capacity to issue the maximum number of RTG Shares and RTG Options which it may be required to issue under the Schemes and the arrangements between the holders of unlisted Sierra options as summarised in section 9.22.

RTG and Haywood entered into a letter agreement on or around 12 February 2014 for the provision of financial advisory services to RTG in relation to the Merger. If the Share Scheme is Effective, Haywood is entitled to a success fee of C$500,000 with half payable by RTG in cash and, subject to TSX approval, half payable by the issue of RTG Shares on the Implementation Date ( Haywood Share Fee ).

The exact amount of RTG Shares to be issued to Haywood is not able to be determined at the date of this Scheme Booklet as the Haywood Share Fee issue price is calculated on the lessor of RTG’s 20 day VWAP of the RTG Share price prior to the Merger Announcement Date and the last closing price of RTG Shares on the TSX prior to the Implementation Date.

Other than set out above, RTG is under no obligation to issue further RTG Shares before the implementation of the Schemes.

Refer to section 12.5 for RTG and RTG Directors’ interest in Sierra Securities.

(b) Substantial shareholders

As at the date of this Scheme Booklet, so far as known to RTG, the following persons were beneficial owners of 10% or more of the RTG Shares:

beneficial owners of 10% or more of the RTG	Shares:
Substantial shareholder	Number of RTG	Voting power (%)
	Shares
Portland House Investments Limited	61,465,602	18.8%
B2Gold Corp.	59,491,522	18.2%

Sierra Mining Limited SCHEME BOOKLET

Notes

1 Under applicable Canadian securities laws, any person that acquires beneficial ownership of, or the power to exercise control or direction over, 10% or more of the voting or equity securities of RTG is required to issue a press release and to file an early warning report in accordance with NI 62‐103 and to disclose their holdings on Canada’s System for Electronic Disclosure by Insiders. The information as to shares beneficially owned or controlled, not being within the knowledge of RTG, has been sources from public filings in Canada. Refer to section 8.3(h) for further information.

(c) RTG Plan

RTG has in place an employee RTG Plan pursuant to which certain directors and employees of RTG have been invited to subscribe for fully paid ordinary shares in RTG using financial assistance provided by RTG. The purpose of the RTG Plan is to provide a security‐based compensation program for RTG’s Australian employees and directors.

Under the RTG Plan, RTG invites directors and employees to subscribe for shares in RTG and to apply for a loan from RTG for the subscription price of those shares. If the employee accepts the offer, RTG takes security over the shares acquired under the RTG Plan until the loan is repaid in full.

The Plan constitutes a 'security‐based compensation plan' under section 613 of the TSX Rules, and RTG Shareholder approval for the RTG Plan was sought and obtained for the purposes of that section at the Ratel Annual General Meeting held on 26 November 2012 which was assumed by RTG upon completion of the RTG 'top hat' scheme in April 2013.

As at the date of this Scheme Booklet, the following tables set out the number of RTG Shares that have been issued under the RTG Plan at a subscription price of C$0.165 in accordance with the terms of the RTG Plan and a summary of the key terms of the RTG Plan.

Holder	Number of RTG	Loan Outstanding
	Shares	(C$)
Executive officers	7,000,000	1,155,000
Directors who are not executive officers	4,500,000	742,500
Employees	750,000	123,750
Consultants	1,750,000	288,750
Total	14,000,000	2,310,000

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Item	RTG Plan key terms
Invitation to	In its absolute discretion, the RTG Board may invite employees of RTG
participate	(including RTG Directors) to subscribe for RTG Shares issued pursuant to
	the RTG Plan (RTG Plan Shares) and, if the RTG Board considers
	appropriate, to receive a loan for all or part of the subscription price for
	those RTG Plan Shares. The subscription price for the RTG Plan Shares
	will be the VWAP for the 5 trading days preceding the date of issue of
	such RTG Plan Shares.
	The number of RTG Plan Shares available for issuance pursuant to the
	RTG Plan at any time, when combined with any RTG Shares issued
	pursuant to the RTG Plan since the date on which shareholder approval
	for the Plan or the unallocated entitlements under the Plan, as
	applicable, was last obtained, is limited to 10% of RTG’s issued and
	outstanding shares on a non‐diluted basis (subject to adjustment in
	accordance with the RTG Plan).

Sierra Mining Limited SCHEME BOOKLET

Item	RTG Plan	key terms	key terms
Loan terms	The key terms of each loan provided under the RTG Plan are as follows:
	(i)	the	loan may only be applied towards the subscription price
		for the RTG Plan Shares;
	(ii)	the	loan will be interest free, provided that if the loan is not
		repaid by the repayment date set by the RTG Board the loan
		will	incur interest at 6% per annum after that date (which
		interest will be capitalised on the first day of each month);
	(iii)	by signing and returning a loan application the RTG Plan
		participant:
		(A)	mortgages, and assigns to RTG by way of equitable
			mortgage, by way of security for repayment of the
			loan, the title and interest of the participant in the
			RTG Plan Shares; and
		(B)	authorises RTG to do all things necessary or
			appropriate for the Company to protect its interests
			in the RTG Plan Shares, including taking any steps
			required for a lien to be imposed in respect of the
			RTG Plan Shares; and authorises RTG to dispose of the
			RTG Plan Shares if the loan is not repaid by the
			repayment date set by the RTG Board;
	(iv)	the	loan becomes repayable on the earliest of:
		(A)	the repayment date set by the RTG Board;
		(B)	the RTG Plan Shares being sold;
		(C)	the participant becoming insolvent;
		(D)	the participant ceasing to be an employee of RTG; and
		(E)	the RTG Plan Shares being acquired by a third party
			by way of an amalgamation, arrangement or formal
			take‐over bid for not less than all the outstanding RTG
			Shares;
	(v)	unless otherwise determined by the RTG Board, the loan
		will	be limited recourse such that on the repayment date
		the	repayment obligation in relation to the loan will be
		limited to the lesser of the outstanding balance of the loan
		and the market value of the RTG Plan Shares on that date;
		and

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Item	RTG Plan key terms
	(vi) the RTG Board may waive the requirement for repayment of
	the loan where the RTG Plan participant dies or becomes
	permanently disabled or the RTG Board otherwise
	determines that such a waiver is appropriate, and upon such
	a waiver becoming effective the loan will be treated as
	having been repaid in full.
Rights attaching	Until the loan in respect of the RTG Plan Shares is repaid in full, all cash
to RTG Plan	distributions (e.g. dividends, capital returns, etc) payable in respect of
Shares	the RTG Plan Shares will be automatically applied towards repayment of
	the loan (unless otherwise determined by the RTG Board).
	Similarly, if a RTG Plan participant receives any rights to acquire shares in
	RTG in respect of its RTG Plan Shares (for example under a rights issue
	conducted by RTG) and elects to sell those rights, the participant
	undertakes to pay the proceeds of that sale to RTG, which proceeds are
	to be applied towards repayment of the loan.
	Subject to the terms of the invitation, RTG Plan participants shall be
	absolute beneficial owners of any RTG Plan Shares received. However,
	the right to participate in the RTG Plan is not assignable without the
	previous consent of the RTG Board.
Sale of RTG Plan	RTG Plan Shares are subject to a hold period until the later of the
Shares	"trading date" specified by the RTG Board in the invitation to participate
	in the RTG Plan and the date the loan is repaid in full and any other
	restrictions imposed by applicable securities laws.
	The RTG Plan Shares may only be sold by a RTG Plan participant where:
	(i) the sale is to take place on or after the trading date;
	(ii) if the participant has been granted a loan:
	(A) the loan has been repaid in full; or
	(B) the total sale price of the RTG Plan Shares (after
	deducting the costs of sale) exceeds the amount
	outstanding on the loan;
	(iii) the proceeds of the sale are first applied towards
	repayment of the loan;
	(iv) the proposed sale will not breach any insider trading or
	market manipulation provisions of the BVI Act; and
	(v) the sale is conducted in the manner prescribed by the Board
	or otherwise acceptable to the RTG Board.

Sierra Mining Limited SCHEME BOOKLET

Item	RTG Plan key terms
	Notwithstanding the above, if a takeover bid is made or other formal
	scheme is proposed then the RTG Plan participant may sell its shares
	under that takeover bid or scheme, provided that it must apply the
	proceeds of that sale first towards repayment of the loan.
Amendments to	The RTG Board shall have the power to, without shareholder approval, at
the RTG Plan	any time and from time to time, either prospectively or retrospectively,
	amend, suspend, or terminate the RTG Plan:

(i) for the purposes of making minor or technical modifications to any of the provisions of the RTG Plan;
(ii) to implement features or requirements that are necessary or desirable under applicable tax, securities or corporate laws or to implement changes to the RTG Plan to effect any corporate reorganisation of RTG;
(iii) to correct any ambiguity, defective provisions, error or omission in the provisions of the RTG Plan;
(iv) to add or change provisions relating to any form of financial assistance provided by RTG to employees that would facilitate the purchase of securities under the RTG Plan,

provided however that:

(v) such amendment, suspension or termination is in accordance with applicable laws and the rules of any stock exchange on which the RTG Shares are listed;
(vi) no such amendment, suspension or termination shall be made at any time to the extent such action would materially adversely affect the obligations of any participant in respect of the RTG Plan Shares offered or issued or any loans outstanding, as determined by the RTG Board acting in good faith, without his or her consent in writing; and
(vii) the RTG Board shall obtain shareholder approval of the following:
(A) any amendment to the maximum number of RTG Plan Shares specified in the RTG Plan (other than pursuant to the anti‐dilution provisions of the RTG Plan); and
(B) a change to this amendment, suspension, or termination provision of the RTG Plan.

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(d) RTG Share Consolidation

Prior to implementation of the Schemes, RTG proposes to undertake a consolidation on the basis of 10:1 (meaning that every ten (10) RTG Shares outstanding prior to the RTG Share Consolidation would be consolidated into one (1) RTG Share). Refer to section 9.10 for further information.

Subject to the receipt of necessary consents and approval (including the TSX) for the RTG Share Consolidation before the Effective Date, the RTG Share Consolidation will become effective before the issue of the Share Scheme Consideration and Option Scheme Consideration.

On a consolidated basis:

(i) the Share Scheme Consideration comprises three (3) RTG Shares (in the form of RTG CDIs) for every ten (10) Sierra Shares held and one (1) RTG Option (in the form of RTG Option CDIs) for every 30 Sierra Shares held; and
(ii) the Option Scheme Consideration comprises two (2) RTG Shares (in the form of RTG CDIs) for every ten (10) Sierra Options held and two (2) RTG Options (in the form of RTG Option CDIs) for every 90 Sierra Options held.

5.8 Recent RTG Share price performance

RTG’s Shares are listed and posted for trading on TSX under the symbol ‘RTG’. RTG Shares were listed on TSX on 15 April 2013. The latest recorded sale price of RTG Shares on TSX on 4 April 2014, being the last practicable date on which RTG Shares traded on TSX, prior to the date of this Scheme Booklet was C$0.10, giving RTG an implied market capitalisation on that date of A$33.3 million[16] (this does not include any RTG Shares or RTG CDIs to be issued pursuant to the Schemes).

During the four months ended 4 April 2014:

(a) the highest recorded daily closing price for RTG Shares on TSX was C$0.11 – on 21 January 2014 and 14 February 2014; and
(b) the lowest recorded daily closing price for RTG Shares on TSX was C$0.06 – on 6 December 2013.

The latest recorded sale price of RTG Shares on TSX on 21 February 2014, the last day of trading in RTG Shares prior to the Merger Announcement Date, was C$0.10. The VWAP for RTG Shares on TSX for the 30 trading days prior to the Merger Announcement Date was C$0.09.

The following table shows the market price range and trading volumes of the RTG Shares on TSX in the period from March 2013 to 4 April 2014.

16 Based on A$:C$ exchange rate of 1.0198 on 7 April 2014 and 326,538,643 RTG Shares on issue at the date of this Scheme Booklet.

Sierra Mining Limited SCHEME BOOKLET

Year	Month	High (C$)	Low (C$)	Close ($C)	Volume (No of
					RTG Shares)
2014	1 April – 4	0.10	0.10	0.10	1,936,000
	April
2014	March	$0.14	$0.08	$0.10	1,212,555
2014	February	$0.11	$0.08	$0.10	9,700
2014	January	$0.11	$0.08	$0.09	170,745
2013	December	$0.08	$0.06	$0.08	42,197
2013	November	$0.10	$0.06	$0.07	49,148
2013	October	$0.10	$0.05	$0.11	218,456
2013	September	$0.13	$0.09	$0.10	41,600
2013	August	$0.11	$0.10	$0.11	188,075
2013	July	$0.12	$0.07	$0.10	25,062
2013	June	$0.14	$0.10	$0.10	142,900
2013	May	$0.14	$0.14	$0.14	7,600
20131	April	$0.15	$0.14	$0.14	61,700
20131	March	$0.16	$0.14	$0.15	11,900

Note

1 Based on TSX closing price for RTG Shares. RTG began trading on the TSX on 15 April 2013. Share price information prior to this date is that of Ratel.

RTG has not paid dividends on RTG Shares since incorporation. Refer to section 6.2(b)(v) in respect of RTG’s intentions for the Combined Group.

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5.9 List of announcements since RTG's last financial statements published

Date	Announcement
3 April 2014	News Release – Sierra Mining Limited announces further excellent drill
	results Mabilo
31 March 2014	Certification of annual filings – Chief Executive Officer
31 March 2014	Certification of annual filings – Chief Financial Officer
31 March 2014	Annual Information Form for the year ended 31 December 2013
31 March 2014	Management Discussion and Analysis for the period ended 31 December
	2013

5.10 Further information

RTG is a "reporting issuer" for the purposes of the applicable provincial securities laws of Canada in the Canadian Jurisdictions and as such is subject to regular reporting and disclosure obligations. Specifically, RTG is subject to National Instrument 51‐102 ‘Continuous Disclosure Obligations’ which requires certain disclosure documents to be provided on a continuous basis (e.g. financial statements, management discussion and analysis and RTG Annual Information Form) and timely disclosure regarding material changes where such change is one that would reasonably be expected to have a significant effect on the price or value of its securities.

On request to RTG and free of charge, Sierra Securityholders may obtain a copy of:

(a) RTG’s Annual Information Form dated 31 March 2014 for the year ended 31 December 2013;
(b) management discussion and analysis of the results of operations and financial condition of RTG for the year ended 30 June 2013 and the year ended 31 December 2013;
(c) any continuous disclosure document filed on SEDAR by RTG since the filing of the 31 December 2013 annual financial statements on SEDAR referred to above and before the date of this Scheme Booklet; and
(d) RTG’s Articles (as amended).

A substantial amount of information about RTG (including copies of each of the above‐mentioned documents) is available in electronic form from: www.rtgmining.com. Information on RTG’s website does not constitute a part of this Scheme Booklet and should not be considered in deciding how to vote on a Scheme.

All announcements made by RTG and filed on SEDAR are available at www.sedar.com.

Sierra Mining Limited SCHEME BOOKLET

6. Information about Combined RTG and Sierra Group

6.1 Overview of post acquisition RTG

(a) Overview of the Combined Group

If the Schemes become Effective, RTG will own 100% of Sierra and the Combined Group will have exposure to exploration assets in the Philippines, a jurisdiction in which RTG has a historical presence.

Former Sierra Securityholders will become shareholders and optionholders in RTG which will:

(i) have a pro forma market capitalisation of A$104.1 million[17] ;
(ii) have an expected cash position of approximately A$14.1 million[18] and no debt positioning the Combined Group to leverage RTG’s strong balance sheet to provide resources to further unlock the potential of the Mabilo Project and Bunawan Project in the Philippines;
(iii) benefit from RTG’s experienced operating and development teams with a track record of delivering value, combined with strong local in‐country management and RTG’s existing relationship with Sierra’s joint venture partner, Galeo, a well respected local miner; and
(iv) provide improved funding capability, a listing on the TSX and a strong institutional following.

As the Mabilo Project is not currently a producing asset, its acquisition by RTG will not result in the generation of revenue for the Combined Group unless and until production commences. In time, RTG expects to develop the assets of the Combined Group and to pursue further growth opportunities, as determined by the RTG Board.

For a description of the material projects of the Combined Group see sections 4.4 and 5.2 of this Scheme Booklet.

(b) Capital Structure

Following implementation of the Schemes, and assuming all of the unlisted Sierra options are transferred to RTG as described in section 9.22, the current Sierra Securityholders will collectively own approximately 70% of the RTG Shares then issued and outstanding.[19]

17 Based on the TSX closing price of RTG Shares on 31 December 2013 of C$0.10 and a C$:A$ exchange rate of 1.053.

18 Based on 31 December 2013 pro‐forma financial information set out in section 6.4 and a US$:A$ exchange rate of

1.1268.

19 Assumes 1,096,893,358 RTG Shares on issue immediately following implementation of the Schemes based on 326,538,643 RTG Shares on issue at the date of this Scheme Booklet and an assumption that 762,504,715 RTG Shares are to be issued under the Schemes. The actual number of RTG Shares to be issued under the Schemes may vary due to the rounding of fractional share entitlements, whether further Sierra Options are exercised and whether unlisted Sierra options are exercised or transferred to RTG as described in section 9.22.

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Sierra Shareholders will receive their RTG Shares in the form of RTG CDIs and RTG Option CDIs quoted on ASX (unless they complete a Share Election Form to elect to receive RTG Shares and RTG Options listed on TSX or are Sale Facility Participants) under the Schemes.

(i) Capital structure of the Combined Group if the Share Scheme and Option Scheme become Effective

The number of issued securities in the capital of RTG immediately after implementation of the Merger (based on the number of issued securities in the capital of RTG and Sierra as at the date of this Scheme Booklet) will be as follows:

	Pre‐RTG Share	Consolidation	Post‐RTG Share	Consolidation
	Number of	Number of	Number of	Number of
	RTG Shares	RTG Options	RTG Shares	RTG Options
Existing RTG Shares and RTG
Options	326,538,6431	Nil1	32,653,8642	Nil2
RTG Shares and RTG Options to
be issued pursuant to the
Schemes3	762,504,715	84,722,746	76,250,471	8,472,274
RTG Shares and RTG Options to
be issued for unlisted Sierra
options (see section 9.22)4	7,850,000	872,222	785,000	87,222
Number of RTG Securities after
implementation of the Merger	1,096,893,358	85,594,968	109,689,335	8,559,496

Notes

1 As at the date of this Scheme Booklet.
2 At the Effective Date and on a post RTG Share Consolidation basis. The number of RTG Shares is subject to rounding.
3 Assumes no further Sierra Options are exercised and excludes the RTG Shares issued as the Haywood Share Fee.

(ii) Capital structure of the Combined Group if only the Share Scheme becomes Effective

The number of issued securities in the capital of RTG immediately after implementation of the Share Scheme (based on the number of issued securities in the capital of RTG and Sierra as at the date of this Scheme Booklet) will be as follows:

Sierra Mining Limited SCHEME BOOKLET

	Pre‐RTG Share	Consolidation	Post‐RTG Share	Consolidation
	Number of RTG	Number of	Number of	Number of
	Shares	RTG Options	RTG Shares	RTG Options
Existing RTG Shares and RTG
Options	326,538,6431	Nil1	32,653,8642	Nil2
RTG Shares and RTG Options to
be issued pursuant to the Share
Scheme3	698,563,989	77,618,221	69,856,399	7,761,822
RTG Shares and RTG Options to
be issued for unlisted Sierra
options (see section 9.22)	7,850,000	872,222	785,000	87,222
Number of RTG Securities after
implementation of the Merger	1,032,952,632	78,490,443	103,295,263	7,849,044

Notes

1 As at the date of this Scheme Booklet.
2 At the Effective Date and on a post RTG Share Consolidation basis.
3 Assumes no further Sierra Options are exercised, the Option Scheme does not become Effective and excludes the RTG Shares to be issued as the Haywood Share Fee.

(c) Listing of Combined Group

On or around the date of this Scheme Booklet, RTG will make a conditional application to be admitted to the official list of the ASX and for the RTG CDIs and RTG Option CDIs to be issued under the Scheme, to be officially quoted on the financial market conducted by the ASX.

If the Schemes become Effective and RTG proceeds to listing, RTG CDIs will trade under the ASX code "RTG". RTG Option CDIs will trade under the ASX code "RTGO". RTG CDIs and RTG Option CDIs are expected to be commence trading on ASX on a normal settlement basis on or about 5 June 2014.

A foreign company with a full listing on ASX must comply with all ASX Listing Rules, subject to any specific waivers granted by ASX. RTG has sought specific waivers from ASX of some ASX Listing Rules (see section 12.11(c) for more information).

RTG intends to amend its Articles in connection with the admission of RTG to the official list of the ASX. RTG will seek approval from RTG Shareholders to these amendments in connection with the Merger. Under the Articles and the BVI Act, RTG’s governing statute, the alteration of RTG’s Articles requires the approval by at least two‐thirds of the votes cast in person or represented by proxy at the RTG Shareholders meeting by a special resolution.

The proposed amendments to the Articles include, among other things, the insertion of a new clause to the Articles which provides that while RTG is admitted to the official list of ASX the

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Articles shall operate in accordance with and be deemed to include any necessary provisions to allow compliance with the terms of the ASX Listing Rules.

The Articles will also be amended to provide that while RTG is listed on ASX, to the extent of any inconsistency between ASX Listing Rules and RTG’s Articles, the ASX Listing Rules will prevail.

Consequential amendments are to be included in the Articles to provide that where any inconsistency exists between the requirements of the ASX Listing Rules and the TSX Listing Rules then the requirements of the primary trading market at that time will prevail.

The Articles will also be amended by inserting amended articles and inserting new articles to provide for the Corporations Act to prevail in the event of any conflict with the terms of the Articles (subject to compliance with the BVI Act) and to resolve any inconsistencies between the requirements of the Corporations Act and the Canada Business Corporations Act.

In certain circumstances, the Schemes may be implemented without the listing of RTG on the official list of the ASX occurring; in which case RTG Shares and RTG Options listed on TSX only will be issued instead of RTG CDIs and RTG Option CDIs (see section 10.4 for more information).

RTG has no reason to believe that the RTG CDIs and RTG Option CDIs will not be admitted to quotation by ASX, subject only to the approval of the Schemes by the Court, the implementation of the Schemes as approved by the Court and usual customary conditions of ASX of a procedural or administrative nature.

(d) Board and management of the Combined Group

Following implementation of the Scheme, the Combined Group Board is expected to consist of six directors. Each of the existing five RTG Directors will continue as directors of RTG. Profiles for each of the existing RTG Directors are set out in section 5.4. Details of key management of the Combined Group following implementation of the Schemes are set out in section 5.5. RTG has also invited one director of Sierra to join the Combined Group Board, being the current Managing Director of Sierra, Mr Matthew Syme.

RTG Directors are subject to nomination and re‐election each year at RTG’s annual meeting. Accordingly, Mr Syme who will be appointed to the RTG Board will also be subject to nomination and re‐election at RTG’s next annual meeting, expected to be held in May 2015. Justine Magee will continue as President and Chief Executive Officer of the Combined Group.

(e) Corporate Governance of the Combined Group

The corporate governance regime which exists in Canada is a combination of certain mandatory rules on disclosure and compliance as well as guidelines and recommendations as to best practices. As a "reporting issuer" (or the equivalent) in the Canadian Jurisdictions, RTG is required to disclose its corporate governance practices in a prescribed manner and is expected to comply with corporate governance guidelines to the fullest extent possible. These guidelines include recommendations or requirements with regards to the following:

Sierra Mining Limited SCHEME BOOKLET

(i) Board of Directors : regarding independent directors, adoption of a Board mandate acknowledging responsibility for the stewardship of RTG, development of clear positions on the Board, orientation and continued education of new directors, adoption of a code of business conduct and ethics, adoption of a process for director nominations, creation of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee, and assessment of the Board on a regular basis; and
(ii) Audit Committee : regarding its charter, its composition, relevant education and experience, disclosure of exemptions where they have been relied upon, disclosure of Board not adhering to recommendations of the committee, description of pre‐approval of policies and procedures, and disclosure of external auditor service fees.

The Audit Committee is comprised of Robert Scott, Phil Lockyer and David Cruse. RTG’s corporate governance disclosure and filings are available on SEDAR at www.sedar.com. In particular, RTG provides annual disclosure with respect to its corporate governance practices in its management proxy circular prepared in connection with its annual meeting each year. The mandate of the RTG Board and the terms of reference for RTG’s Corporate Governance and Nominating Committee, Compensation Committee and Audit Committee, as well as RTG’s Code of Business Conduct, are available on RTG’s website at www.rtgmining.com.

Following the Implementation Date, RTG intends that the Combined Group will comply with all mandatory corporate governance rules in Canada and Australia, including the requirements of the ASX Listing Rules and ASX Corporate Governance Council’s Principles and Recommendations.

Also see section 8 for a comparison of the some of the material provisions of Australian company law, BVI company law, Canadian company law and TSX Rules.

6.2 Intentions

(a) Introduction

The current intentions of RTG in relation to Sierra are set out in this section. These intentions have been formed on the basis of facts and information concerning Sierra, and the general business environment, which are known to RTG at the time of preparing this Scheme Booklet. Final decisions will only be reached by RTG and its directors in light of material information and circumstances known at the relevant time. Accordingly, the statements set out in this section are statements of current intention only and may vary as new information becomes available or circumstances change.

The articulation and formulation of the intentions are necessarily limited by virtue of the fact that RTG has only had access to publicly available information and certain non‐public information about Sierra and its affairs.

(b) Intentions for Sierra as part of the Combined Group

RTG intends to operate the Combined Group consistent with past practice. The Combined Group will continue to follow RTG’s strategy of providing shareholders with exposure to high quality assets with a pathway to production. RTG’s current intentions are as follows.

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(i) Corporate Matters

If the Schemes becomes Effective, RTG intends:

(A) to arrange for Sierra to be removed from the official list of ASX (see section 6.1(c) for details of RTG’s listing on ASX);
(B) to appoint one director, Matthew Syme, from the Sierra Board on the Combined Group Board (see section 6.1(d) for further details);
(C) that, on or before the Implementation Date, the existing Sierra directors will resign to be replaced by RTG nominees (see section 9.16 for further details);
(D) to retain RTG’s existing office in Subiaco, Western Australia and terminate Sierra’s administration services agreement with Apollo (see section 4.6(b)(v)(B) for further details); and
(E) to conduct a detailed operational review of Sierra’s structure and operations on both a strategic and a financial level in order to evaluate Sierra’s performance, profitability and prospects, and to identify opportunities for operating synergies and further progressing the project interests of Sierra.

In the event that the Option Scheme does not become Effective, but the Share Scheme becomes Effective, to the extent it is permitted to do so, RTG may (although reserves the right not to), compulsorily acquire outstanding Sierra Options under Part 6A.2 of the Corporations Act for a cash amount only.

In order to compulsorily acquire Sierra Options, RTG must prepare and issue a notice in the form prescribed by the Corporations Act within six months from the Implementation Date of the Share Scheme. That notice must be accompanied by an expert’s report on whether the proposed terms of the compulsory acquisition give a fair value for the securities concerned.

A Sierra optionholder may object to compulsory acquisition of their Sierra Options. If Sierra optionholders who hold at least 10% of outstanding Sierra Options validly object to the compulsory acquisition, RTG will not be able to compulsorily acquire any of the outstanding Sierra Options unless it applies for and is granted a court approval of the compulsory acquisition, and such approval may only be granted by the court where RTG establishes that the Sierra Optionholders will receive fair value for their Sierra Options. In accordance with the Corporations Act, RTG would be required to bear the legal costs of any proper and reasonable objection made by a Sierra Optionholder.

(ii) Operational review

In the course of this operational review, it is intended that there will be a focus on a number of key specific areas, including (but not limited to):

(A) review of current and proposed exploration properties, including a review of all available technical and financial data, so that ongoing and future exploration programs can be optimised; and

Sierra Mining Limited SCHEME BOOKLET

(B) at the Mabilo Project, review of all of the technical and financial data in detail, including drilling results to date, planned new drilling programs and the methodology behind the calculations and the subsequent reconciliations and the metallurgical testwork and progress on feasibility study work. Personnel levels, both nationals and expatriates, will be examined to ensure proper staffing of the operations is maintained.

There will be some integration of head office and administrative functions of Sierra and RTG but these are not expected to result in material costs or to take significant time.

Subject to this detailed review, RTG currently expects that it will continue:

(A) to operate Sierra’s existing operations;
(B) to proceed with Sierra’s existing planned exploration and development projects, including Sierra’s Mabilo Project and the other projects referred to in section 4.4; and
(C) to continue to conduct the current core business of the separate entities, namely the exploration, development and operations of its assets.

(iii) Budget estimate for the Mabilo Project 2014 work program

Given RTG expects the initial focus will be to progress the Mabilo Project, the initial work program will be focussed on the Mabilo Project. Set out below is RTG’s current estimate and allocation of the proposed activities in connection with the Mabilo Project. These costs are for the Mabilo Project as a whole and Galeo is responsible for its pro‐rata share of costs (subject to Note 1 below). These programs can be subject to change due to results of exploration activities and testwork and will be monitored and adapted by RTG as required.

results of exploration activities and testwork as required.	and will be monitored and adapted by RTG
Item	Proposed Budget US$
Drilling1	$2,500,000
Assay	$200,000
Drill Programme Support	$300,000
Geological Support	$300,000
Project Studies & Testwork	$600,000
Site Costs	$300,000
Community Relations	$200,000
Proposed Budget Total	$4,400,000

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Notes

1

The drilling activities will be funded by Galeo, as part of its earn in obligations involve undertaking 14,000m of drilling at Galeo’s cost but under Sierra’s direction as summarised in section 4.6(b)(i).

(iv) Employees

Subject to a full operational review post‐acquisition, RTG currently intends that the current operating management and employees of Sierra located in the Philippines will continue to service in their current roles.

RTG intends to terminate Mr Matthew Syme’s employment contract. Mr Matthew Syme is currently employed by Sierra in the role of Managing Director with a salary of A$150,000 per annum and is entitled to 3 months notice upon termination of his contract.

(v) Dividends

As noted in section 5.8, RTG does not presently pay dividends. For the foreseeable future, it is anticipated that RTG will retain future earnings and other cash resources for the operation and developments of RTG’s business. The payment of any future dividends will depend upon earnings and RTG’s financial condition, current and anticipated cash needs and such other factors as the RTG Board considers appropriate.

(vi) Intentions generally

Except for the possible changes and current intentions set out in this section and elsewhere in this Scheme Booklet, it is the intention of RTG, based on the facts and information concerning Sierra that are known to it as at the date of this Scheme Booklet:

(A) to conduct the business of Sierra (and RTG) in substantially the same manner as at the date of this Scheme Booklet;
(B) not to make any major changes to the deployment of Sierra’s assets; and
(C) to continue the employment of Sierra’s present employees (and those of RTG), as appropriate.

6.3 Rights attaching to RTG Shares, RTG CDIs, RTG Options and RTG Option CDIs

The rights and liabilities attaching to ownership of RTG Shares and RTG CDIs are outlined in sections 8 and 10.4. The summary assumes that RTG is admitted to the official list of the ASX and the RTG Shares and RTG Options are listed for quotation on the ASX (in respect of RTG CDIs and RTG Option CDIs) and tradable on the TSX (in respect of RTG Shares and RTG Options).

RTG Option terms and conditions summarised in section 6.3 below bind all RTG Optionholders (being holders of RTG Options and RTG Option CDIs) regardless of which exchange the RTG Options are listed on, being RTG Options tradeable on TSX or RTG Options (in the form of RTG Option CDIs) quoted on ASX.

Sierra Mining Limited SCHEME BOOKLET

(a) RTG Options Terms and Conditions

The following terms and conditions apply to each RTG Option:

Item	RTG Options Terms and Conditions
Entitlement	Each RTG Option entitles the RTG Optionholder to one RTG
	Share upon exercise of the RTG Option.
Exercise Price	The amount payable upon exercise of each RTG Option will be
	C$1.5020(Exercise Price).
Expiry Date	Each RTG Option will expire at 5.00pm on the date 3 years
	after the Implementation Date (Expiry Date). A RTG Option
	not exercised before the Expiry Date will automatically lapse
	on the Expiry Date.
Exercise Period	The RTG Options are exercisable at any time on or prior to the
	Expiry Date (Exercise Period).
Exercise	The RTG Options may be exercised during the Exercise Period
	by completing and returning an exercise notice (Exercise
	Notice) and payment of the Exercise Price for each 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.
Exercise Date	An Exercise Notice is only effective on and from the later of
	the date of receipt of the Exercise Notice and the date of
	receipt of the payment of the Exercise Price for each RTG
	Option being exercised in cleared funds (Exercise Date).

20 Prior to the RTG Share Consolidation, or in the event the RTG Share Consolidation is not effective, the exercise price will be C$0.15.

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Item			RTG Options Terms and Conditions	RTG Options Terms and Conditions
Issue of CDIs or RTG Shares			Subject to	an election otherwise, when completing the
			Exercise Notice:
			(i)	a RTG Optionholder on the RTG Option Register
				maintained in Australia holding RTG Option CDIs
				(quoted on ASX) will on exercise be issued with
				RTG CDIs listed on the ASX; and
			(ii)	a RTG Optionholder on the RTG Option Register
				maintained in Canada holding RTG Options
				(listed on TSX) will on exercise be issued with
				RTG Shares tradable on TSX.
Timing of issue of CDIs		or	Subject to	any requirements of a securities exchange on
RTG Shares on exercise			which the RTG Options are listed, within 10 Business Days
			after the Exercise Date (or such shorter period required under
			the Option Indenture), RTG will:
			(i)	issue the number of RTG Shares (and, if
				applicable, the related RTG CDIs) required under
				these terms and conditions in respect of the
				number of RTG Options specified in the Exercise
				Notice and for which cleared funds have been
				received by RTG; and
			(ii)	if admitted to the official list of the ASX at that
				time, apply for official quotation on ASX of the
				RTG Shares (in the form of RTG CDIs) issued
				pursuant to exercise of the RTG Options.
RTG Shares	issued	on	RTG Shares issued on exercise of the RTG Options rank
exercise			equally with the then issued shares of RTG.

Sierra Mining Limited SCHEME BOOKLET

Item RTG Options Terms and Conditions Reconstruction of capital If at any time the issued capital of RTG is reconstructed, all rights of a RTG Optionholder are to be changed in the following manner:
(i) in a consolidation of capital – the number of options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio.
(ii) in a sub‐division of capital – the number of options must be sub‐divided in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio.
(iii) in a return of capital – the number of options must remain the same, and the exercise price of each option must be reduced by the same amount as the amount returned in relation to each ordinary security.
(iv) in a reduction of capital by a cancellation of paid up capital that is lost of not represented by available assets where no securities are cancelled – the number of options and the exercise price of each option must remain unaltered.
(v) in a pro rata cancellation of capital – the number of options must be reduced in the same ratio as the ordinary capital and the exercise price of each option must be amended in inverse proportion to that ratio.
(vi) in any other case – the number of options or the exercise price, or both, must be reorganised so that the holder of the option will not receive a benefit that holders of ordinary securities do not receive, subject to TSX approval.

The above does not prevent a rounding up of the number of securities to be received on exercise if the rounding up is approved at the security holders’ meeting which approves the reorganisation.

While the RTG Options are listed for quotation on ASX, the rights of the RTG Optionholder will be changed to comply with the listing rules of ASX applying to the reorganisation of capital at the time of the reorganisation.

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Item	RTG Options Terms and Conditions
Participation in new issues	There are no participation rights or entitlements inherent in
	the RTG Options and RTG Optionholder will not be entitled to
	participate in new issues of capital offered to RTG
	Shareholders during the currency of the RTG Options without
	exercising the RTG Options.
No changes to exercise price	The RTG Options give no rights to change the exercise price or
or number of underlying	number of RTG Shares to be issued on exercise of the RTG
securities	Options other than those which apply to a reconstruction of
	capital described above.
Transferability	The RTG Options are transferable subject to any restriction
	under applicable rules of ASX or TSX and applicable Australian
	or Canadian securities laws.
Register of Options	RTG will maintain a principal register of holders of RTG
	Options which complies, so far as is practicable, with the
	requirements of s170 of the Corporations Act 2001 (Australia)
	(as amended) (RTG Option Register).
	The RTG Option Register will be kept by or on behalf of RTG in
	Perth, Western Australia.
	RTG may establish sub registers of holders of RTG Options.
	The holder of a RTG Option registered in the RTG Option
	Register will be the absolute owner of the RTG Option
	represented by that registration for all purposes.
Option Indenture	The terms of the RTG Options will be set out in an Option
	Indenture, (summarised in section 6.3(b) below) which will
	provide for rights and obligations that are binding on RTG and
	the RTG Optionholders.
	The provisions in the Option Indenture regarding transfer and
	exercise of RTG Options and certificates apply only to RTG
	Options which are held on the sub register of RTG Options
	maintained in Canada.
	Whilst:
	(i) the RTG Options are listed for quotation on ASX,
	any amendment to the RTG Option Indenture
	must comply with the requirements in the ASX
	Listing Rules; and
	(ii) the RTG Shares are listed for quotation on TSX,
	any amendment to Option Indenture must
	comply with the requirements in the TSX listing
	rules.

Sierra Mining Limited SCHEME BOOKLET

Item	RTG Options Terms and Conditions
Governing law	The Option Indenture will be governed by and construed in
	accordance with the laws of Western Australia.

(b) Option Indenture

Prior to the Second Court Date, RTG will enter into an Option Indenture with Computershare Trust Company of Canada ( Computershare Canada ) to enable the RTG Options to be listed on TSX, subject to meeting the TSX listing criteria.

The terms of the Option Indenture apply to the RTG Options (and RTG Option CDIs) and the rights and obligations in the Option Indenture are binding on RTG and the RTG Optionholders.

The Option Indenture includes, among other things, provisions relating to:

(i) establishment and management of a sub register of optionholders in Canada;
(ii) requirements for transfer and exercise of, and for the issue of certificates relating to, RTG Options held on the Canadian sub register;
(iii) no fractional RTG Shares will be issuable upon the exercise of any RTG Options;
(iv) the regulation of any meetings of RTG Optionholders;
(v) rights, obligations and indemnities of Computershare Canada under the Option Indenture;
(vi) enforcement of RTG Optionholders rights;
(vii) amendments to the RTG Option terms, which provide that amendments approved by RTG Optionholders attending and voting who hold a 66⅔% majority of RTG Op�ons to bind all RTG Optionholders. Minor amendments for certain purposes, including curing defects or inconsistencies, may be made by agreement between RTG and Computershare Canada provided that in the opinion of Computershare Canada, relying on the advice of counsel, the rights of Computershare Canada and of the holders of the RTG Options are in no way prejudiced by the changes. While RTG is listed on ASX, any amendment to the terms of the RTG Options must also comply with the requirements in the ASX Listing Rules and while RTG is listed on the TSX, any amendment to the terms of the RTG Options must also comply with the requirements in the TSX listing rules; and
(viii) the RTG Options may not be exercised by or on behalf of, or for the account or benefit of, a person in the United States or a US Person unless the RTG Shares issuable upon exercise of the RTG Options have been registered under the United States Securities Act of 1933, as amended, and applicable state securities laws or an exemption from such registration requirements is available.

A copy of the Option Indenture is available upon request from RTG, RTG’s Share Registry or the option trustee in Canada.

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6.4 Pro‐forma financial information

The pro forma financial information set out in this section 6.4 has been prepared for illustrative purposes to show the potential effect of the Merger on RTG and Sierra if the Merger had been completed as at 31 December 2013. The information does not represent the financial position of the Combined Group if and when the Merger is implemented and is not represented as being indicative of RTG’s views on the Combined Group's future financial position or performance.

The information on which the pro forma information is based has been derived from the following:

(i) The reviewed interim consolidated statement of financial position of Sierra as at 31 December 2013 and consolidated statement of comprehensive income of RTG for the period from 1 July 2013 to 31 December 2013.
(ii) The consolidated statement of financial position and consolidated statement of comprehensive income from the RTG audited financial statements as at 31 December 2013 and for the period from 1 July 2013 to 31 December 2013.

The pro forma consolidated statement of financial position ( Pro Forma Balance Sheet ) has been prepared using the same accounting policies as described in the audited financial statements of RTG (a copy of which are included in Annexure 10). However, the Pro Forma Balance Sheet is presented in an abbreviated form and does not include all disclosures applicable to annual financial reports under the Corporations Act. It should be read in conjunction with the rest of this Scheme Booklet (particularly the explanation of adjustments) and the notes and assumptions applicable to that the statement of financial position of Sierra and RTG respectively.

The pro forma consolidated statement of financial position has been prepared for illustrative purposes only and may not be indicative of RTG’s consolidated statement of financial position had the Merger been in effect at the dates indicated. The pro forma consolidated statement of financial position should be read in conjunction with the audited financial statements of RTG and the reviewed interim financial statements of Sierra.

Sierra Mining Limited SCHEME BOOKLET

(a) Pro‐forma Statement of Comprehensive Income

For the six months ended 31 December 2013

		RTG	Sierra	Pro‐forma
		(consolidated)	(consolidated)	Adjustments	Pro‐forma
	Note	US$	US$	US$	US$
Revenue		24,598	38,782	‐	63,380
Exploration and evaluation
expenditure		(91,333)	(1,369,604)	‐	(1,460,937)
Business development		(790,426)	‐	‐	(790,426)
Foreign exchange loss		(201,060)	(13,725)	‐	(214,785)
Administrative expenses	1.7	(2,038,845)	(288,849)	(4,347,826)	(6,675,520)
Transaction costs	1.1,
	1.6	‐	‐	(160,875)	(160,875)
Loss from operations		(3,097,066)	(1,633,396)	(4,508,701)	(9,239,163)
Income tax benefit		‐	‐	‐	‐
Loss for the period		(3,097,066)	(1,633,396)	(4,508,701)	(9,239,163)
Discontinued operations		‐	‐	‐	‐
Gain / (loss) from	1.9
discontinued operations		2,215,826	‐	5,197,471	7,413,297
Gain / (loss)for period		(881,240)	(1,633,396)	688,770	(1,825,866)

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(b) Pro‐forma Balance Sheet

As at 31 December 2013

		RTG	Sierra	Pro‐forma
		(consolidated)	(consolidated)	Adjustments	Pro‐forma
	Note	US$	US$	US$	US$
Assets
Current Assets
Cash and cash equivalents	1.1	10,987,534	1,749,589	(318,538)	12,418,585
Trade and other	1.7	276,442	16,547	(2,256)	290,733
receivables
Other financial assets		‐	253,356	‐	253,356
Other current assets		‐	60,056	‐	60,056
TOTAL CURRENT ASSETS		11,263,976	2,079,548	(320,794)	13,022,730
Non Current Assets
Trade and other		‐	171,865	‐	171,865
receivables
Exploration and evaluation	1.5	‐	1,882,964	61,189,502	63,072,466
assets
Available for sale financial		1,841,854	‐	‐	1,841,854
assets
Derivative financial asset		1,330,228	‐	‐	1,330,228
Property, plant and	1.8	362,329	105,125	(134,453)	333,001
equipment
Other non‐current assets		‐	16,113	‐	16,113
TOTAL NON CURRENT
ASSETS		3,534,411	2,176,067	61,055,049	66,765,527

TOTAL ASSETS		14,798,387	4,255,615	60,734,255	79,788,257
Current Liabilities
Trade and other payables		208,625	477,772	‐	686,397
Provisions		‐	15,211	‐	15,211
TOTAL CURRENT		208,625	492,983	‐	701,608

Sierra Mining Limited SCHEME BOOKLET

		RTG	Sierra	Pro‐forma
		(consolidated)	(consolidated)	Adjustments	Pro‐forma
	Note	US$	US$	US$	US$
LIABILITIES
TOTAL NON CURRENT		‐	‐	‐	‐
LIABILITIES
TOTAL LIABILITIES		208,625	492,983	‐	701,608
NET ASSETS		14,589,762	3,762,632	60,734,255	79,086,649
Shareholders deficit
Contributed equity	1.2	34,162,759	18,736,691	44,930,774	97,830,224
Reserves	1.3	(1,160,957)	1,524,863	2,051,771	2,415,677
Accumulated losses	1.4	(18,412,040)	(13,062,940)	13,751,710	(17,723,270)
Equity attributable to
owners		14,589,762	7,198,614	60,734,255	82,522,631
Non‐controlling interests		‐	(3,435,982)	‐	(3,435,982)
TOTAL SHAREHOLDER’S		14,589,762	3,762,632	60,734,255	79,086,649
EQUITY

(c) Basis of preparation

The accompanying pro‐forma is the pro‐forma consolidated statement of financial position and pro‐forma consolidated statement of comprehensive income of RTG as at 31 December 2013 and for the period from 1 July 2013 to 31 December 2013. The pro‐forma consolidated statement of comprehensive income has been prepared by management as if the proposed Merger occurred at the beginning of the period presented. The pro‐forma consolidated statement of financial position has been prepared as if the transaction occurred at the date of the statement of financial position.

The unaudited pro‐forma consolidated statement of financial position and unaudited pro‐ forma consolidated statement of comprehensive income have been derived from the following:

(i) The reviewed interim consolidated statement of financial position and consolidated statement of comprehensive income of Sierra as at 31 December 2013 and for the period from 1 July 2013 to 31 December 2013.

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(ii) The consolidated statement of financial position and consolidated statement of comprehensive income from the RTG audited financial statements as at 31 December 2013 and for the period from 1 July 2013 to 31 December 2013.

The pro‐forma consolidated statement of financial position and pro‐forma consolidated statement of comprehensive income have been prepared using the same accounting policies as described in the audited financial statements of RTG.

The pro forma consolidated statement of financial position and pro forma consolidated statement of comprehensive income have been prepared for illustrative purposes only and may not be indicative of RTG’s consolidated statement of financial position and consolidated statement of comprehensive income had the proposed Merger been in effect at the dates indicated. The pro‐forma consolidated statement of financial position and pro‐forma consolidated statement of comprehensive income should be read in conjunction with the audited financial statements of RTG and the reviewed interim financial statements of Sierra.

(d) Pro‐forma financial assumptions and adjustments

The pro‐forma consolidated statement of comprehensive income gives effect to the following adjustments as if the proposed Merger as described below occurred at the beginning of the period presented and the statement of financial position has been prepared as if these transactions occurred at the date of the statement of financial position:

(i) Under the Merger, and pursuant to the unlisted Sierra option arrangements, all existing Sierra Shares Sierra Options and unlisted Sierra options will be exchanged for RTG Shares (in the form of CDIs) and RTG Options resulting in the issue of 770,354,715 RTG Shares at C$0.09 (based on the 31 December 2013 closing RTG Share price on TSX) and 85,594,968 RTG Options exercisable at C$0.15 (prior to the RTG Share Consolidation). The RTG Options have been valued using the Black and Scholes model at a value of C$0.0447 per RTG Option.
(ii) The functional currency of Sierra is Australian dollars ($A). The 31 December 2013 Sierra consolidated statement of financial position has been transacted to US dollars ($US) at the 31 December 2013 rate and consolidated statement of comprehensive income has been translated to US dollars ($US) at the 6 months to 31 December 2013 average rate, with the foreign exchange difference taken to the foreign exchange loss account under the Sierra statement of comprehensive income.
(iii) The pro forma accounts have also included the sale and deconsolidation of Segilola Gold Limited as a pro‐forma adjustment. The $1 million Initial Consideration due upon completion has been recognised as cash at its full face value. The $5 million Deferred Consideration due 18 months from the Completion Date has been recognised as a non‐ current receivable and discounted to present value. Given the repayment of the Deferred Consideration is dependent on the purchaser completing a capital raising and will require an improvement in current debt and equity market conditions, a provision has been raised against the receivable for accounting purposes. No future income tax benefit has been recognised in relation to this provision. The Royalty Consideration of up to US$8 million due under the Share Sale and Purchase Agreement has not been

Sierra Mining Limited SCHEME BOOKLET

recognised on the balance sheet as yet as the Segilola Gold Project has not yet been developed.

(iv) The pro forma consolidation has been prepared on the basis that RTG is the acquiring entity under the Merger and as such deemed to be the accounting parent.
(v) The Merger has been accounted for as an asset acquisition in accordance with AASB 2 Share Based Payments, rather than a business combination in accordance with AASB 3 Business Combinations.

(e) Notes

1.1 CASH RTG Sierra Total as at 31 December 2013 Pro forma adjustments to cash: Deconsolidation of Segilola Gold Limited cash on hand Employee termination and insurance costs Recognise Segilola Gold Limited sale consideration due upon completion Estimated expenses of the Schemes Total Pro‐forma Adjustments to Cash	US$ 10,987,534 1,749,589 12,737,123 US$ (13,644) (160,875) 1,000,000 (1,144,019) (318,538)

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1.2 ISSUED CAPITAL

RTG Sierra Total as at 31 December 2013

US$ 34,162,759 18,736,691 52,899,450

Pro‐forma adjustments to issued capital:

Share Exchange: US$ 770,354,715 RTG Shares issued under the Merger 64,811,484 Estimated expenses of the Merger (1,144,019) Eliminate Sierra issued capital upon Merger (18,736,691) Total Pro‐forma Adjustments on Issued Capital 44,930,774

1.3 RESERVES

US$ RTG (1,160,957) Sierra 1,524,863 Total as at 31 December 2013 363,906

Pro‐forma adjustments to reserves:

US$ Eliminate Sierra Reserves upon Merger (1,524,863) Recognise 85,594,698 RTG Options in share option reserve 3,576,634 Total Pro‐forma Adjustments on Reserves 2,051,771

Sierra Mining Limited SCHEME BOOKLET

1.4 ACCUMULATED LOSSES RTG Sierra Total as at 31 December 2013 Eliminate Sierra accumulated losses upon Merger Recognise gain on sale of Segilola Gold Limited Recognise transaction costs expensed Provision for Deferred Consideration Total Pro‐forma Adjustments on Accumulated Losses 1.5 RECOGNISE EXPLORATION AND EVALUATION ASSETS ACQUIRED RTG Sierra Total as at 31 December 2013 Recognise exploration and evaluation assets acquired upon Merger Total Pro forma Adjustments to Exploration and Evaluation 1.6 RECOGNISE TRANSACTION EXPENSES RTG Sierra Total as at 31 December 2013 Recognise transaction expenses Total Pro‐forma Adjustments on Merger expenses 1.7 RECOGNISE RECEIVABLES ON SALE OF SEGILOLA GOLD LIMITED Current receivables RTG Sierra Total as at 31 December 2013	US$ (18,412,040) (13,062,940)
	(31,474,980) 13,062,940 5,197,471 (160,875) (4,347,826) 13,751,710 US$ ‐ 1,882,964 1,882,964 61,189,502 61,189,502 US$ ‐ ‐ ‐ 160,875 160,875 US$ 276,442 16,547 292,989

1.4
ACCUMULATED LOSSES
RTG
Sierra
Total as at 31 December 2013
Eliminate Sierra accumulated losses upon Merger
Recognise gain on sale of Segilola Gold Limited
Recognise transaction costs expensed
Provision for Deferred Consideration
Total Pro‐forma Adjustments on Accumulated Losses
1.5
RECOGNISE EXPLORATION AND EVALUATION ASSETS ACQUIRED
RTG
Sierra
Total as at 31 December 2013
Recognise exploration and evaluation assets acquired upon Merger
Total Pro forma Adjustments to Exploration and Evaluation
1.6
RECOGNISE TRANSACTION EXPENSES
RTG
Sierra
Total as at 31 December 2013
Recognise transaction expenses
Total Pro‐forma Adjustments on Merger expenses
1.7
RECOGNISE RECEIVABLES ON SALE OF SEGILOLA GOLD LIMITED
Current receivables
RTG
Sierra
Total as at 31 December 2013

US$
(18,412,040)
(13,062,940)

(31,474,980)
13,062,940
5,197,471
(160,875)
(4,347,826)
13,751,710
US$
‐
1,882,964
1,882,964
61,189,502
61,189,502
US$
‐
‐
‐
160,875
160,875
US$
276,442
16,547
292,989

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Non‐current receivables
RTG
Sierra
Total as at 31 December 2013
Deconsolidation of Segilola Gold Limited receivables
Total Pro‐forma Adjustments on Current Receivables
Recognise discounted value of deferred sale consideration
due 18 months from completion of sale
Provision for Segilola Deferred Consideration
Total Pro‐forma Adjustments on Non Current Receivables
1.8
DECONSOLIDATE PP&E ON SALE OF SEGILOLA GOLD LIMITED
Deconsolidation of Segilola Gold Limited PP&E
Total Pro‐forma Adjustments on PP&E
1.9
RECOGNISE GAIN ON SALE OF SEGILOLA GOLD LIMITED
Recognise gain on sale of Segilola Gold Limited
Total Pro‐forma Adjustments on Gain/Loss from Discontinued
Operations

‐
171,865
171,865
(2,255)
(2,255)
4,347,826
(4,347,826)
‐
US$
(134,453)
(134,453)
US$
5,197,471
5,197,471

6.5 Risks related to the Combined Group and an investment in RTG Securities

Risk factors relating to the Combined Group and an investment in RTG Securities (including risks relating to the integration of RTG and Sierra) are discussed in section 7.

Sierra Mining Limited SCHEME BOOKLET

7. Potential Risk Factors

If the Merger is implemented, Sierra Shareholders will be issued RTG Shares (in the form of RTG CDIs) and RTG Options under the Scheme. The value of RTG Shares and RTG Options will be influenced by a range of factors, many of which will be beyond the control of the Combined Group.

Some of these risks are either related to exploration and mining companies generally or already relate to the Sierra businesses which will form part of the Combined Group and are therefore risks to which Sierra Securityholders already have some exposure. However, a number of them will be new or potentially greater in impact than is currently the case in relation to Sierra. Neither Sierra nor RTG give any assurances or guarantees that the risks set out in this Scheme Booklet will not change. Some of the risks may be mitigated by the use of safeguards and appropriate systems and controls. However, many risks that may affect RTG are outside the control of RTG, Sierra and the Combined Group. The past performance of Sierra is not necessarily representative of the future performance of RTG or the value of RTG Shares or RTG Options.

These risk factors do not take into account the investment objectives, financial situation, position or particular needs of Sierra Securityholders.

Each Scheme Shareholder and Scheme Optionholder should consult their professional adviser if they have any queries.

7.1 Risks related to RTG

Risks relating to RTG's activities

(a) Counterparty risk

There is a general risk, which is higher in the current uncertain economic environment, that contracts and other arrangements to which any of the members of the RTG Group are party and obtain a benefit (such as sale, service and supply agreements) will not be performed by the relevant counterparties, including if those counterparties become insolvent or are otherwise unable to perform their obligations.

There are also specific risks in relation to:

(i) The Share Sale Agreement for SML dated 26 August 2013 entered into between ZML (as seller and a member of the RTG Group) and Elephant Copper (as buyer) in that Elephant Copper has failed to comply with its post completion obligations under the Share Sale Agreement and by failing to repay the DHL Payment by 1 January 2014 or complete an IPO by 31 December 2013. There is a risk that Elephant Copper will not perform its post completion obligations under the Share Sale Agreement.
(ii) The Share Sale and Purchase Agreement for SGL between Ratel (as seller and a member of the RTG Group) and SROL (as purchaser) came into effect on 10 October 2013 and the Completion Date was originally expected to occur on this date. This has not yet occurred and a revised Completion Date has not yet been agreed between the parties therefore SROL is in breach of the Share Sale and Purchase Agreement by having failed to pay the $US1 million Initial Consideration. There is a risk that SROL will not perform its

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completion and post completion obligations under the Share Sale and Purchase Agreement.

(b) Litigation risks

Legal proceedings may arise from time to time in the course of RTG's activities. There have been cases where the rights and privileges of mining and exploration companies have been the subject of litigation. The RTG Directors cannot preclude that such litigation may be brought against a member of the RTG Group in the future from time to time.

There are specific litigation risks in that members of the RTG Group are involved, either directly or indirectly, in the following unresolved litigation, arbitration or disputes:

(i) As summarised in section 5.2(d)(ii), Ratel has been joined as a party to arbitration and litigation proceeding concerning the Obuasi joint venture in Ghana following the announcement by Ratel on 3 November 2011 that it had terminated the share sale agreement to acquire CAML Ghana Limited. This litigation is ongoing and Ratel remains exposed to the outcome of this litigation.
(ii) As summarised in section 5.2(d)(i), arbitration proceedings and litigation between TML and SGL concerning SGL's percentage ownership interest in the Segilola Gold Project joint venture in Nigeria remain on foot. As does related litigation involving SROL concerning a purported termination of the Segilola Gold Project joint venture agreement between SGL and TML. If a revised Completion Date is agreed between the parties and the Share Sale and Purchase Agreement completes, the RTG Group will no longer be exposed to the litigation involving SROL, given this matter would become settled under an agreed Settlement Deed, and TML given the RTG Group would no longer have an interest in SGL and exposure to this dispute. However, if the Share Sale and Purchase Agreement does not complete then the RTG Group will remain exposed to the outcome of the arbitration and litigation involving TML and SROL.
(iii) A claim was made during September 2012 by GeoHydro Consulting Services Limited against TML and SGL for alleged damages to equipment and premature termination of a drilling contract. If a revised Completion Date is agreed and the Share Sale and Purchase Agreement completes, the RTG Group will no longer be exposed to this claim given the RTG Group would no longer have an interest in SGL. However, if the Share Sale and Purchase Agreement does not complete then the RTG Group will remain exposed to the outcome of the arbitration and litigation involving TML and SROL.

(c) Political Risks

RTG currently holds an interest in a gold exploration project in Nigeria, the Segilola Gold Project which is currently the subject to the Share Sale and Purchase Agreement, which may be considered to have high political and sovereign risk. Any material adverse changes in government policies or legislation of Nigeria or any other country that RTG has economic interests in that affect mineral exploration activities, may affect the Share Sale and Purchase Agreement and profitability of RTG.

Sierra Mining Limited SCHEME BOOKLET

(d) Exchange rate risk

Sierra currently reports its financial results and maintains its accounts in Australian dollars. RTG will report its financial results and maintain its accounts in United States dollars. RTG currently maintains its accounts in United States dollars and RTG’s activities in Australia, Africa and Canada, as well as any future foreign countries make it subject to foreign currency fluctuations. In addition, upon completion of the Listing Transaction, RTG will have an indirect interest in IMMC Shares which are intended to be listed on the TSXV. RTG does not at present, nor does it plan in the future, to engage in foreign currency transactions to hedge exchange rate risks. There can be no assurance that RTG will not be materially and adversely affected thereby.

(e) Uncertainty of reserve and resource estimates

RTG’s figures for reserves and resources presented in its public documents filed by RTG on the SEDAR website are estimates based on limited information acquired through drilling and other sampling methods. No assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realised. The ore grade actually recovered may differ from the estimated grades of the reserves and resources. Such figures have been determined based upon assumed gold or copper prices and operating costs. Future production could differ dramatically from reserve estimates for, among others, the following reasons: mineralisation or formations could be different from those interpreted by drilling and sampling; increases in operating mining costs and processing costs could adversely affect reserves; the grade of the reserves may vary significantly from time to time and there is no assurance that any particular level of gold or copper may be recovered from the reserves; and declines in the market price of gold or copper may render the mining of some or all of the current reserves uneconomic. Any of these factors may require RTG to reduce its reserves estimates or increase its costs.

Risks relating to RTG Shares and RTG Options as consideration

(a) RTG Shares may experience price and volume fluctuations

In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that such fluctuations will not affect the price of RTG's Securities.

(b) RTG CDIs and RTG Option CDIs may trade at a discount

The number of RTG CDIs and RTG Option CDIs quoted on ASX may be less than the number of RTG Shares and RTG Options listed on TSX. This is because the maximum number of RTG Shares that are expected to be issued under the Schemes is 762,504,715 (on a pre‐RTG Share Consolidation basis) and the maximum number of RTG Options to be issued under the Schemes is 84,722,746. There is no certainty as to what proportion of these RTG Shares and RTG Options will be issued in the form of RTG CDIs and RTG Option CDIs, as this will depend on the number of people who elect to receive RTG Shares and RTG Options instead of RTG CDIs and RTG Option CDIs and the number of securities held by Sale Facility Participants.

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It is therefore possible that the market for RTG CDIs and RTG Option CDIs on ASX will be less liquid than the market for RTG Shares and RTG Options on TSX. This may have the effect of reducing the volume of RTG CDIs and RTG Option CDIs that can be bought and sold on ASX and the speed with which they can be bought and sold. This reduced liquidity may also result in RTG CDIs and RTG Option CDIs trading at a discount to RTG Shares and RTG Options on TSX. However, as mentioned in section 10.4, a holder of RTG CDIs or RTG Option CDIs can convert their RTG CDIs into RTG Shares and their RTG Option CDIs into RTG Options tradable on TSX, should the holder wish to access the market in RTG Shares and RTG Options on TSX.

(c) RTG may not be admitted to the official list of ASX

There is also a risk that the RTG CDIs will be quoted on ASX but not the RTG Option CDIs.

(d) RTG does not expect to pay dividends on RTG Shares in the foreseeable future

RTG has never paid cash dividends on RTG Shares. RTG may choose to retain some or all of its future earnings, if any, to fund the development and growth of its business, thus reducing or eliminating the payment of cash dividends on RTG Shares for the foreseeable future. The payment of any future dividends will depend upon earnings and RTG’s financial condition, current and anticipated cash needs and such other factors as the RTG Board considers appropriate. As a result, shareholders may have to rely on capital appreciation, if any, to earn a return on investment in RTG Shares in the foreseeable future. Furthermore, RTG may in the future become subject to contractual restrictions on, or prohibitions against, the payment of dividends.

Risks arising from the change of jurisdiction

(a) Changes to corporate law environment

As a company incorporated in BVI, RTG is not subject to many provisions of the Corporations Act to which Sierra is currently subject. It does, however, remain subject to some provisions of the Corporations Act as a result of its registration as a foreign company in Australia and will be subject to the ASX Listing Rules, if RTG is successfully listed on ASX. This will result in reduced investor and shareholder protections following implementation of the Scheme. For example, RTG Shareholders will not be afforded the takeover protection provisions contained in Chapter 6 of the Corporations Act and which are currently available to Sierra Shareholders. As set out in further detail in section 8 of this Scheme Booklet, no takeover protection is provided by the BVI Business Companies Act.

Sierra Mining Limited SCHEME BOOKLET

(b) Changes to tax environment

Should there be any changes in BVI tax law, in particular, if BVI imposes a dividend withholding tax regime, this could have an adverse cash impact on shareholders of RTG.

7.2 Risks related to Sierra

Risks relating to Sierra's activities in the Philippines

(a) Specific title risks

The current and future operations of Sierra in the Philippines, including exploration, appraisal and production activities, may be affected by a range of title risks associated with the Philippine tenements that Sierra has an interest in, these title risks include:

(i) Cease and Desist Order – Mabilo EP‐014‐2013‐V

In September 2013, the Governor of Camarines Norte issued a Cease and Desist Order for activities at Mabilo Project EP‐014‐2013‐V due to the purported failure to satisfy notification requirements. Sierra responded by confirming that it had satisfied all notification requirements. No further correspondence has been received on this matter, and following legal advice that only the Mines and Geosciences Bureau is authorised to issue a Cease and Desist Order in respect of Sierra's exploration activities, drilling activities recommenced shortly thereafter.

Full compliance with applicable laws and regulations is regarded as a minimum standard for all of Sierra's operations. Accordingly, Sierra works to ensure compliance with all relevant requirements at each of its projects, however, there remains a risk that further orders to delay Sierra's activities may be given in the future.

(ii) Watershed Forest Reserve – Mabilo EP‐014‐2013‐V

Presidential Proclamation No. 318 established the Abasig‐Matogdon‐Mananap Watershed Forest Reserve as a protected area in the Province of Camarines Norte. Further, a Labo Municipal Ordinance No. 214 prohibits mining activities within a five (5)‐ kilometre radius from the designated watershed areas at various barangays of Labo, Camarines Norte, effectively increasing the area off‐limits to mining activities. EP‐014‐ 2013‐V is outside the area declared under Presidential Proclamation No. 318, however, part of the permit is within the five kilometre zone established by Municipal Ordinance No. 214.

In September 2013 Mt Labo was denied the opportunity to present its work program to the local authority on the basis that EP‐014‐2013‐V falls partially within the protected area established by Municipal Ordinance No. 214. Sierra received legal advice that the Municipal Ordinance prohibiting mining activities within a five kilometre radius is without authority.

Sierra has continued its exploration activities in the area and is monitoring the legal position.

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(iii) Provincial Ordinance – Environmental Ordinance and Resource Management

In October 2013, Mt Labo was provided with a copy of a draft Provincial Ordinance entitled “An ordinance on environmental regulations and resource management in the province of Camarines Norte”. The Provincial Ordinance seeks to impose environmental regulations and taxing measures on a range of activities, including mining operations. The measures include a 10% of fair market value extraction fee. Sierra provided its comments on the Draft Ordinance to the local authority.

The Provincial Ordinance was subsequently enacted and will directly affect the operations at the Mabilo Project. In January 2014, Mt Labo and joint venture partner, Galeo filed an appeal challenging the constitutionality or legality of certain revenue provisions of the Provincial Ordinance. The appeal is currently before the Philippine Courts.

(iv) Small Scale Mining Permit Operations

In September 2012, Mt Labo granted consent to a Small Scale Mining Permit ( SSMP ) within the boundaries of EP‐014‐2013‐V. The consent was for a period of nine months and lapsed in June 2013. Following the cessation of the period of consent, Sierra wrote to the SSMP holder and requested that they cease all operations and to clean up the consent area. The MGB endorsed this request for the SSMP holder’s compliance.

In August 2013, Sierra wrote to MGB to record concerns regarding mining activity in the area and noted that it should not and cannot be held responsible for any socio‐ environmental impact caused by these activities within the boundaries of EP‐014‐2013‐ V.

Sierra understands that mining operations within the SSMP area have ceased, however, processing of ore from other locations may have continued. Whilst Sierra is not responsible for the actions of the SSMP holder, there is a risk that any legacy environmental issues may have a negative impact on the future operations of Sierra in the area.

(v) Claim for Royalty on Small Scale Mining Permit Production

Pursuant to the Mabilo Royalty Agreement dated 2 November 2011, a royalty is payable in favour of MC in the amount of 1% of the Net Mining Revenue (defined as Gross Output for a Quarter less Deductible Expenses) over EP‐014‐2013‐V.

In 2012, Mt Labo granted consent to a SSMP holder within the boundaries of EP‐014‐ 2013‐V. The SSMP entitles the holder to extract a maximum of 50,000 tonne ore per annum. Pursuant to the granting of the consent, the SSMP holder is required to pay to Mt Labo an amount equal to 1% of gross sales. Despite repeated requests, the SSMP holder is yet to pay any amount to Mt Labo and has not provided any production information. The SSMP and Mt Labo’s consent has subsequently expired, and Sierra understands that production has ceased.

Sierra Mining Limited SCHEME BOOKLET

Whilst Sierra has been unable to quantify the production from the SSMP, there remains a risk that it may be liable to pay a royalty to MC and that legal action may be taken.

(vi) Denial of APSA‐V‐002 and EP‐118‐XI

On 30 June 2011, Nalesbitan Project permit application APSA‐V‐002 was denied by the MGB Region V on the grounds that Mt Labo allegedly failed to complete the required publication, posting and radio announcement within one year from the date of acceptance of the application. Mt Labo filed a Motion for Reconsideration on 25 July 2011, which was denied on 15 May 2013. Mt Labo subsequently filed an Appeal with the MGB Central Office on 5 June 2013, which remains pending as of the date of this Scheme Booklet.

On 30 June 2011, the MGB Region XI denied Taguibo Project permit application EXPA‐ 000118‐XI on the ground that Bunawan had allegedly failed to complete the required publication, posting and radio announcement within one year from the date of acceptance of said application and the required consultation with all provincial boards concerned within two years from such acceptance. On 23 July 2012, Bunawan filed an appeal with the MGB Central Office.

Sierra believes there are good grounds for both appeals to be successful, however, there are no guarantees as to how long each appeal will take, nor as to the outcome.

(vii) Deferred Consideration

On 2 November 2011, Sierra, in conjunction with its Philippine associate, entered a Heads of Agreement to acquire Mt Labo, which holds the Nalesbitan and Mabilo Projects. Consideration for the acquisition included deferred consideration of 1.75M new ordinary Sierra shares plus cash consideration of A$125,000 ( Deferred Consideration ). The Deferred Consideration was conditional on receiving approval of the Motion for Reconsideration of a Notice of Denial of the Nalesbitan APSA‐V‐002 within two years from the date of execution of the agreement. The two year period expired on 2 November 2013 and the Motion for Reconsideration had not been approved.

On 29 October 2013, one of the parties to the Heads of Agreement filed a Petition for Declaratory Relief in the Philippines seeking to extend the date for receiving the decision on the Motion for Reconsideration. The resolution of the applicable court denying the motion to dismiss filed by Mt Labo and Sierra is currently subject of a motion for partial reconsideration. Should the Court uphold the Petition, the period within which to receive approval of the Motion for Reconsideration may be extended by up to 600 days and the Deferred Consideration may still become payable.

(viii) Potential Legal Dispute over Conditional Agreement

Bunawan and Philsaga Mining Corporation ( Philsaga ) entered into a conditional agreement in August 2007. The conditional agreement, which was, amongst others, subject to Bunawan Board approval, provided for Philsaga, or a nominee, to acquire a 70% interest in the Bunawan Project incorporating Mineral Production Sharing Agreement Application 0003‐XIII and Exploration Permit Application 037‐XIII. The terms of the agreement were not approved by Bunawan’s Board and Philsaga were advised in

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April 2008 that the conditional agreement had not and would not be approved in its current form. Bunawan subsequently advised the Mines and Geosciences Bureau that the proposed conditional agreement was not enacted and the tenements remain under the full control of Bunawan for exploration and development at its discretion.

A Demand Letter for Arbitration under the rules of the Philippine Dispute Resolution Centre Inc. was received by Bunawan, however the case was subsequently dismissed in October 2009 following the withdrawal of Philsaga.

There are no guarantees that Philsaga will not make further claims in the future.

(ix) APSA‐03‐XIII – Claims

Bunawan Project permit APSA‐03‐XIII is subject to a number of claims including the cases of Valley Mining and Development Corp. vs. Safariland Resources Co. and PICOP Resources, Inc. vs. Safariland Resources Co.. APSA‐03‐XIII is held by Safariland Resources Co. on behalf of Bunawan by way of an assignment agreement.

The Valley Mining and Development Corp. and PICOP Resources, Inc. claims date back to 1998 and have not been progressed since then. Legal counsel for Bunawan (on behalf of Safariland Resources Co.) has entered appearance in Safariland Resources Co.’s case against PICOP Resources, Inc. to have the same dismissed. Records of the case initiated by Valley Mining and Development Corp. have recently been transmitted to counsel for review. The resolution of the claims may affect Bunawan’s rights should APSA‐03‐XIII be transferred to it.

(x) Conversion of Mining Lease Contract MRD‐459

Mining Lease Contract MRD‐459 does not appear in the Region V Mining Tenements Status Report as of January 2014. Mt Labo has filed for the conversion of MRD‐459 into a Mineral Production Sharing Agreement which is currently on hold pursuant to Executive Order No. 79 entitled "Institutionalizing and Implementing Reforms in the Philippine Mining Sector, Providing Policies and Guidelines to Ensure Enviromental Protection and Responsible Mining in the Utilzation of Mineral Resources" issued on 6 July 2012. Currently, the evaluation of the conversion of MLC MRD‐459 is on hold pursuant to the foregoing Executive Order and there is no definite period for its approval. Hence, the same may be on hold for an indefinite period. Nevertheless, the rights covered by MRD‐459 may be extended should the conversion be approved.

(xi) Exploration Permit Application EXPA‐123‐XI

Based on the Region XI Mining Tenements Status Report as of January 2014, EXPA‐123‐ XI has been endorsed to the MGB Central Office and is awaiting the clearance of the MGB Director. Pending the clearance of the MGB Director, EXPA‐123‐XI is valid and existing. Upon clearance by the MGB Director, an exploration permit will be issued in lieu of EXPA‐123‐XI. However, there is no definite period within which clearance from the MGB Director shall be issued.

Sierra Mining Limited SCHEME BOOKLET

(xii) Exploration Permit Application EXPA‐000188‐V

Based on the Region V Mining Tenements Status Report as of January 2014, EXPA‐ 000188‐V has been filed with the MGB Central Office. Further, based on the Region V Mining Tenements Status Report, the same has been endorsed to the NCIP. The Region V Mining Tenements Status Report 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. EXPA‐000188‐V is valid and existing, but is currently under review by the MGB Central Office because of the amendment of the area. There is no definite period of time within which the MGB Central Office is expected to approve or deny the amendment of the area. Further, the area covered by EXPA‐000188‐V may be enlarged or decreased based on the review of the MGB Central Office.

(xiii) Exploration Permit EP‐01‐06‐XI

Based on the Complete List of Existing Exploration Permits as of 31 December 2013, 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. The validity of EP‐01‐06‐XI will be affected by the decision of the MGB Central Office on the Motion of Suspension. Should the MGB deem that the Motion for Suspension is invalid, EP‐01‐06‐XI shall be considered expired as of 18 October 2008.

(b) Exploration in the Republic of the Philippines

The Philippines is a developing country with a democratic system of government, and well established and expanding mining industries.

There are, however, risks attaching to exploration and mining operations in a developing country which are not necessarily present in a developed country. These include economic, social or political instability or change, security concerns, hyperinflation, currency non‐ convertibility or instability and changes of law effecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties as well as government control over mineral properties.

Any future material adverse changes in government policies or legislation in the Philippines that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of Sierra.

(c) Political risks

The 1987 Philippine Constitution restored a Presidential‐style republican government to the Philippines. The President heads the executive branch of government and can serve no more than a single 6‐year term. While the Presidency commands great prestige and moral authority, executive powers are constrained by constitutional safeguards designed to avoid a repetition of Marcos‐era excesses. Personality and patronage form the basis of the Philippines' political system, and the bureaucracy suffers from insufficient transparency. Demonstrations against incumbent governments are a feature of Filipino life and reflect voter disaffection.

100

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From time to time, the New People’s Army that is located near the mining tenements impose demands (by way of access fee or contribution) which can increase exploration risk. The Australian Department of Foreign Affairs maintains a travel advisory level of ‘high degree of caution’ for travel to the Philippines as a whole and a ‘reconsider your need to travel’ advice warning for Eastern Mindanao.

While Sierra will be operating exploration projects in Eastern Mindanao, its properties are not located in high risk areas and are considered safe from the activities of rebel groups.

(d) General title risks

New mining legislation was introduced in the Philippines in 1995, which involved converting previous mineral tenements to the new title system. There are significant delays in the tenement approval process and some of the properties that Sierra will be exploring are still in the application stage. All companies investing in mineral exploration in the Philippines have to operate under similar conditions with the possibility of an application being rejected or challenged.

Moreover, the constitutionality of the fiscal regime between the Philippine government and mining investors in a Mineral Production Sharing Agreement under the Philippine Mining Act of 1995 is being assailed before the Philippine Supreme Court. It is alleged that under the currently fiscal regime for Mineral Production Sharing Agreements, the State is not receiving its just share in the development, use and exploitation of natural resources. Should the petitioners in the aforementioned Supreme Court case prevail, it is possible that a new fiscal regime will be adopted, resulting in a greater government share.

(e) Land access

Immediate access to mineral tenements in the Philippines cannot in all cases be guaranteed. In the Philippines, Sierra may be required to seek consent of land holders or other persons or groups with an interest in real property encompassed by, or adjacent to, Sierra's tenements. Compensation may be required to be paid by Sierra to land holders and occupiers so that Sierra may carry out exploration and/or mining activities. Native title exists in the Philippines and is governed by law. In the Philippines the free prior and informed consent of the affected indigenous groups have to be in place before a mineral tenement can be granted.

(f) Foreign exchange risk

International prices for various commodities, capital goods and services are denominated in United States dollars. Sierra's capital and ongoing expenditure is mostly denominated in either US dollars, or Philippine pesos, whilst income and expenditure of Sierra are and will be taken into account in Australian dollars. This exposes Sierra to the fluctuations and volatility of the rate of exchange between these currencies as determined by international currency markets.

7.3 Risks related to the Combined Group

Combined Group integration risks

There are risks that any integration between the businesses of RTG and Sierra may take longer than expected and that anticipated efficiencies and benefits of that integration may be less than

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estimated. These risks include possible differences in the management culture of the two groups and the potential loss of key personnel.

(a) Risk factors relating to the operations of the Combined Group

The Combined Group may not realise the benefits currently anticipated due to challenges associated with integrating the business operations, exploration activities, technology and personnel of RTG and Sierra.

The success of the Combined Group will depend in large part on the success of management of the Combined Group in integrating the business operations, exploration activities, technologies and personnel of RTG and Sierra after the Effective Date. The failure of the Combined Group to achieve such integration could result in the failure of the Combined Group to realise any of the anticipated benefits of the Merger and could impair the results of operations, profitability and financial results of the Combined Group.

In addition, the overall integration of the business operations, exploration activities, technologies and personnel of RTG and Sierra into the Combined Group may result in unanticipated operational problems, expenses, liabilities and diversion of management’s attention.

(b) The Combined Group may not realise the benefits of its growth projects

As part of its strategy, the Combined Group will continue existing efforts and initiate new efforts to develop new mineral projects. There are a number of risks and uncertainties that are associated with the development of these types of projects described below. The failure to develop one or more of these initiatives successfully could have an adverse effect on the Combined Group’s financial position and results of operations.

Risks relating to the Combined Group's operations and industry

(a) Exploitation, exploration and mining licences

Exploration and mining activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents, which may be withdrawn or made subject to limitations. There is no guarantee that, upon completion of any exploration, a mining licence will be granted with respect to exploration territory. There can also be no assurance that any exploration licence will be renewed or if so, on what terms. These licences place a range of past, current and future obligations on the Sierra. In some cases there could be adverse consequences for breach of these obligations, ranging from penalties to, in extreme cases, suspension or termination of the relevant licence or related contract.

In addition, there are risks attaching to exploration and mining operations in a developing country which are not necessarily present in a developed country. These include economic, social or political instability or change, hyperinflation, currency instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties as well as government control over mineral properties. Any future material adverse changes in government policies, representatives or legislation that affect foreign ownership, mineral exploration, development

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or mining activities, may affect the viability and profitability of Combined Group’s or rights to title or tenure.

(b) Nature of mineral exploration and mining

Mineral exploration and development is a speculative business, characterised by a number of significant uncertainties, these include failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Combined Group.

For example, unprofitable efforts may result not only from the failure to discover mineral deposits but also from finding mineral deposits that are insufficient in quantity and/or quality to return a profit from production. Even deposits that could be sufficient to provide a profit from production are not guaranteed to do so because management of the mining operation may fail to perform adequately. The marketability of minerals acquired or discovered by the Combined Group may be affected by numerous factors which are beyond the Combined Group's control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of mining facilities, mineral markets and processing equipment, and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and metals, and environmental protection, a combination of which may result in the Combined Group not receiving an adequate return on invested capital.

While the discovery of a mineral structure may result in substantial rewards, few properties that are explored are ultimately developed into economically viable operating mines. Major expenditures may be required to establish reserves by drilling, constructing, mining and processing facilities at a site, and it is possible that even preliminary due diligence will show adverse results, leading to the abandonment of projects. It is impossible to ensure that preliminary feasibility studies or full feasibility studies on the Combined Group's projects or the current or proposed exploration programmes on any of the properties in respect of which the Combined Group will have exploration rights will result in a profitable commercial mining operation.

The Combined Group's operations are subject to all of the hazards and risks normally incidental to the exploration, development and production of precious metals and base metals, any of which activities could result in damage to life or property, environmental damage and possible legal liability for any or all such damage caused. The Combined Group's activities may be subject to prolonged disruptions due to adverse weather conditions. Hazards, such as unusual or unexpected formations, rock bursts, pressures, cave‐ins, flooding or other conditions may be encountered in the drilling and removal of material.

Development and operation of mines and production and processing facilities may also be affected by mechanical difficulties, operational errors, labour disputes, damage to or shortage

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of equipment, earthquakes, fires or other natural disasters, civil unrest, leaks or pollution. These events are largely beyond the control of the Combined Group.

Whether a precious metal or a base metal deposit will be commercially viable depends on a number of factors, some of which are particular attributes of the deposit (such as its size and grade), proximity to infrastructure, financing costs and governmental regulations (including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting of precious metals or base metals and environmental protection). The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Combined Group not receiving an adequate return on invested capital.

Operations in countries like the Philippines may involve an exposure to security related issues such as rebel activity which may cause physical damage to property or other damage to the assets of the Combined Group or employees and others. The basis for this activity may be personally motivated, by ideology or for commercial gain and the Combined Group may have limited control over or warning (if any) of such actions. Such actions could have an adverse effect on the Combined Group or perceptions.

(c) Resource estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates that were valid when made may change significantly when new information becomes available.

In addition, resource estimates are necessarily imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Combined Group encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Combined Group’s operations.

(d) Payment obligations

Under the exploration permits and licences and certain other contractual agreements to which the Combined Group is or may in the future become party, the Combined Group is or may become subject to payment and other obligations. In particular, the permit holders are required to expend the funds necessary to meet the minimum work commitments attaching to the permits and licences. Failure to meet these work commitments will render the permit liable to be cancelled. Further, if any contractual obligations are not complied with when due, in addition to any other remedies which may be available to other parties, this could result in dilution or forfeiture of interests held by the Combined Group.

(e) Commercial risks of mineral exploration and extraction

Even if the Combined Group recovers quantities of minerals, there is a risk the Combined Group will not achieve a commercial return. The Combined Group may not be able to sell the minerals to customers at a price and quantity which would cover its operating and other costs.

The Combined Group may be subject to all the risks inherent in the establishment of a new mining operation with respect to the Combined Group’s mineral assets that in the future move

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to, the development phase. No assurances can be given to the level of viability that the Combined Group’s operations may achieve.

(f) Commodity price volatility

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

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

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

(g) Dependence on key personnel

The Combined Group will be reliant on a number of key personnel. The loss of one or more of its key personnel could have an adverse impact on the business of the Combined Group.

Furthermore, it may be particularly difficult for the Combined Group to attract and retain suitably qualified and experienced people, given the current high demand in the industry and relative size of the Combined Group, compared with other industry participants.

(h) Insurance

While the Combined Group may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks are such that liabilities could exceed policy limits or that certain risks could be excluded from coverage. There are also risks against which the Combined Group cannot insure or against which it may elect not to insure. The potential costs that could be associated with any liabilities not covered by insurance or in excess of insurance coverage may cause substantial delays and require significant capital outlays, adversely affecting the Combined Group's earnings and competitive position in the future and, potentially, its financial position. In addition, the potential costs that could be associated with compliance with applicable laws and regulations may also cause substantial delays and require significant capital outlays, adversely affecting the Combined Group's earnings and competitive position in the future and, potentially, its financial position.

(i) Competition

The mining industry is intensely competitive in all of its phases and the Combined Group will compete with many companies possessing greater financial and technical resources than the Combined Group. Competition in the minerals and mining industry is primarily for mineral rich properties that can be developed and produced economically; the technical expertise to find, develop, and operate such properties; the labour to operate the properties; and the capital for

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the purpose of funding such properties. Many competitors not only explore for minerals, but conduct refining and marketing operations on a global basis. Such competition may result in the Combined Group being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. Existing or future competition in the mining industry could materially adversely affect the Combined Group's prospects for mineral exploration and success in the future.

(j) New projects and acquisitions

The Combined Group proposes to actively seek acquisitions that may add value to the Combined Group. The acquisition of new business opportunities (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence and prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If the proposed acquisition is not completed, monies already advanced may not be recoverable, which may have a material adverse effect on the Combined Group.

If an acquisition is completed, the Board will need to re‐assess, at that time, the funding allocated to current projects and new projects and/or the raising of additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with mining and exploration activities will remain.

(k) Dilution

The Combined Group may require additional funds to fund its exploration and development programs and potential acquisitions. If the Combined Group raises additional funding by issuing additional equity securities, such financing may substantially dilute the interests of RTG Shareholders.

Furthermore, future RTG agreements may, and a number of RTG's existing agreements do, provide for additional issuances of RTG Shares that may result in dilution to shareholders.

Issuances of substantial amounts of RTG's securities, or the availability of such securities for sale, could adversely affect the prevailing market prices for RTG's securities. A decline in the market prices of RTG's securities could impair RTG's ability to raise additional capital through the sale of securities should it desire to do so.

(l) Environmental risk

The exploration for minerals, development of mines and production of metals can be hazardous to the environment and environmental damage may occur that is costly to remedy. If the Combined Group is responsible for any environmental damage, the Combined Group may incur substantial remediation costs or liabilities to third parties.

The Combined Group may be involved in operations that may be subject to environmental and safety regulation (including regular environmental impact assessments and permitting). This may include a wide variety of matters, such as prevention of waste, pollution and protection of the environment, labour regulations and worker safety. The regulations may change in a manner that may require stricter or additional standards than those currently in effect, a

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heightened degree of responsibility for companies and their directors and employees and more stringent enforcement of existing laws and regulations. There may also be unforeseen environmental liabilities resulting from exploration and development activities, which may be costly to remedy. In particular, the acceptable level of pollution and the potential clean up costs and obligations and liability for toxic or hazardous substances for which the Combined Group may become liable as a result of its activities may be impossible to assess against the current legal framework and current enforcement practices. There is no assurance that future changes in environmental regulation will not adversely affect the activities of the Combined Group.

More specifically, the operations of the Combined Group are subject to extensive environmental, health, and safety regulation relating to the safety and health of employees, the protection of air and water quality, hazardous waste management, and mine reclamation in the jurisdictions in which they operate. These regulations establish limits and conditions on the ability of a mining company to conduct its operations. The cost of compliance with these regulations can be significant. The regulatory environment could change in ways that would substantially increase its liability or the costs of compliance and that could have material effect on operations or financial position of the Combined Group.

7.4 Common Risk Factors to RTG and Sierra

(a) Investment in publicly quoted securities

Prospective investors should be aware that the value of RTG Shares or RTG Options may go down as well as up and that the market price of RTG Shares or RTG Options may not reflect the underlying value of RTG. Investors may therefore realise less than, or lose all of, their investment.

(b) Potentially volatile share price and liquidity

The share price of emerging companies quoted on ASX can be highly volatile and shareholdings illiquid. The price at which RTG Shares and RTG Options are quoted and the price at which investors may realise their RTG Shares or RTG Options may be influenced by a significant number of factors, some specific to RTG and its operations and some which affect quoted companies generally. These factors could include the performance of RTG, large purchases or sales of RTG Shares or RTG Options, legislative changes and general, economic, political or regulatory conditions.

(c) Market perception

The market price of RTG Shares and RTG Options could be subject to significant fluctuations due to a change in sentiment in the market following implementation of the Scheme.

Any such fluctuations could result from national and global economic and financial conditions, the market's response to the Merger, changes in metal prices, market perceptions of Sierra, regulatory changes affecting RTG's operations, variations in RTG's operating results, business developments of RTG companies or their competitors and liquidity of financial markets.

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The operating results and prospects of RTG from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of RTG Shares and RTG Options.

(d)

Economic risk

Changes in the general economic climate in which Sierra and RTG operate may adversely affect the financial performance of the Combined Group. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Combined Group, industrial disruption, the rate of growth of gross domestic product in Australia and the Philippines or any other country in which the Combined Group will operate, interest rates and the rate of inflation.

(e) Changes in government policies and legislation

Any material adverse changes in government policies or legislation of Australia and the Philippines or any other country where the Combined Group may acquire economic interests may affect the viability and profitability of the Combined Group.

(f) Future capital needs and additional funding

The future capital requirements of the Combined Group will depend on many factors including the results of future exploration and work programs.

Should the Combined Group require additional funding there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required, would have a material adverse effect on the Combined Group's business and its financial condition and performance.

If the Combined Group is unable to secure capital through credit facilities or other arrangements, it may have to finance projects using equity financing which will have a dilutive effect on the Combined Group shares.

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8. Summary of Certain Aspects of BVI Law, Canadian Law and TSX Rules

8.1 Introduction

Sierra is a public company registered under Australian law and admitted to the official list of ASX.

RTG is a company registered under the laws of the British Virgin Islands, listed on TSX and a "reporting issuer" under applicable securities laws in the Canadian Jurisdictions. As RTG is a "reporting issuer" in the Canadian Jurisdictions it is also subject to the securities laws of the Canadian Jurisdictions.

If the Schemes are implemented, Sierra Securityholders who receive RTG CDIs and RTG Option CDIs (quoted on ASX) or RTG Shares and RTG Options (listed on TSX) will hold shares and options in a company registered in the British Virgin Islands, rather than a company registered in Australia, and listed on TSX.

As a company registered under the laws of the British Virgin Islands listed on TSX and a reporting issuer in the Canadian Jurisdictions, RTG:

(a) will be subject to the provisions of the BVI Business Companies Act and will not be subject to many provisions of the Corporations Act;
(b) will be subject to BVI taxation laws, which may have different consequences for Sierra Shareholders than Australian taxation laws;
(c) will be subject to the TSX Rules; and
(d) will be subject to the securities laws of the Canadian Jurisdictions.

A summary of the significant provisions of the BVI Business Companies Act, RTG's memorandum of association and articles of association ( Articles ), the TSX Rules and the securities laws of the Canadian Jurisdictions to which RTG will be subject, and some of the key differences from the equivalent provisions of the Corporations Act, is set out in sections 8.2 and 8.3 respectively. A summary of BVI tax considerations that are relevant to holding shares or options in a company incorporated in the British Virgin Islands is set out in section 8.4.

8.2 Summary of certain provisions of BVI law

Set out below is a summary of certain provisions of BVI company law, and the Articles. It is important that this summary be read in conjunction with the Articles of RTG. Copies of RTG's Articles are available by searching for the public documents filed by RTG on the SEDAR website www.sedar.com.

The following statements are general summaries, and they do not address all aspects of BVI law that may be relevant to RTG or its shareholders.

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(a) General meetings

Any director may convene a general meeting at such times and in such place as the director considers necessary or desirable. Each RTG Shareholder is entitled to receive not less than seven days notice of every general meeting and to receive all notice, accounts and other documents required to be sent to members under RTG's Articles, BVI law or TSX Rules.

RTG Shareholders can convene a general meeting provided RTG Shareholders entitled to exercise 5% or more of the voting rights in respect of the matter for which the meeting is requested make such request in writing. The Articles provide that RTG will hold annual general meetings in accordance with TSX Rules (i.e. within 6 months of the end of RTG's financial year).

See comparison in section 8.3(b).

(b) Voting rights

Each RTG Share confers upon the RTG Shareholder the right to one vote at a meeting of RTG Shareholders or on any written resolution of RTG Shareholders. A RTG Shareholder may be represented at a meeting of RTG Shareholders by a proxy who may speak and vote on behalf of the RTG Shareholder appointing him.

Holders of RTG CDIs will have the right to direct CDN to exercise the voting rights attached to the underlying RTG Shares.

See comparison in section 8.3(c).

(c) Dividends

Each RTG Share confers on the RTG Shareholder the right to an equal share in any distributions paid by RTG. The directors of RTG may by resolution of directors authorise a distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that immediately after the distribution, the value of RTG's assets will exceed its liabilities and RTG will be able to pay its debts as they fall due. Distributions may be paid in money, RTG Shares or other property. Notice of any dividend that may have been declared shall be given to each RTG Shareholder as specified in the Articles and all distributions unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of RTG.

Holders of RTG CDIs will have the right to receive any distributions or dividends paid by RTG to RTG Shareholders from time to time.

(d) Issue of RTG Shares

RTG Shares and other securities may be issued at such times, to such persons, for such consideration and on such terms as the directors may by resolution determine. Since the optional statutory pre‐emption rights in the BVI Business Companies Act have not been adopted, there are no pre‐emptive rights in favour of existing RTG Shareholders under BVI law or the Articles in respect of further issues of RTG Shares, options or other RTG Securities.

See comparison in section 8.3(d).

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(e) Buy‐backs

RTG may redeem, purchase or otherwise acquire all or any RTG Shares with the consent of the RTG Shareholders whose RTG Shares are to be redeemed, purchased or acquired, or without the consent of the relevant RTG Shareholders where permitted by the BVI Business Companies Act or any other provisions of the Articles. RTG may only offer to acquire RTG Shares if, at the relevant time, the directors determine by resolution of directors that immediately after the acquisition the value of RTG’s assets will exceed its liabilities and RTG will be able to pay its debts as they fall due.

See comparison in section 8.3(a).

(f) Transfer of shares

RTG Shares may be transferred by a written instrument of transfer signed by the transferor which contains the name and address of the transferee. The transfer of a RTG Share is effective when the name of the transferee is entered on the register of members of RTG. The RTG Directors may not resolve to refuse or delay the transfer of a RTG Share unless the relevant RTG Shareholder has failed to pay an amount due in respect of that RTG Share.

See comparison in section 8.3(e).

(g) Variation of rights attaching to shares

The rights attaching to RTG Shares may only, whether or not RTG is being wound up, be varied with the consent in writing of or by a resolution passed by the holders of more than 66[2] /3 of the votes cast at the meeting duly constituted.

See comparison in section 8.3(m).

(h) Amendments to Articles

Subject to such requirement for such consent, RTG may amend its Articles by a resolution of RTG Shareholders or a resolution of directors, save that no amendment may be made by a resolution of directors:

(i) to restrict the rights or powers of the RTG Shareholders to amend the Articles;
(ii) to change the percentage of RTG Shareholders required to pass a resolution of RTG Shareholders to amend the Articles;
(iii) in circumstances where the Articles cannot be amended by the RTG Shareholders; or
(iv) to various clauses in the Memorandum governing the rights of RTG Shares.

See comparison in section 8.3(f).

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(i) Duties of directors

Under BVI law, RTG’s directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and in what the director believes are the best interests of RTG. When exercising powers or performing duties as a director, the director is required to exercise the care, diligence and skill that a responsible director would exercise in the same circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors are required to exercise their powers for a proper purpose and must not act or agree to the company acting in a manner that contravenes the Articles or the BVI Business Companies Act.

(j) Protection of minority shareholders

The enforcement of RTG’s rights will ordinarily be a matter for the RTG Directors. In certain limited circumstances, a shareholder may have the right to seek certain remedies against RTG in the event the directors are in breach of their duties under the BVI Business Companies Act. Pursuant to section 184B of the BVI Business Companies Act, if a company or director of a company engages in, or proposes to engage in, conduct that contravenes the provisions of the BVI Business Companies Act or the Articles, a BVI Court may, on application of a shareholder or director of the company, make an order directing the company or director to comply with, or restraining the company or director from engaging in conduct that contravenes the BVI Business Companies Act or the Articles.

Furthermore, pursuant to section 184I of the BVI Business Companies Act a RTG Shareholder who considers that the affairs of the company have been, are being or are likely to be, conducted in a manner that is, or any acts of RTG have been, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI Court for an order which, among other things, can require the company or any other person to pay compensation to shareholders. Under section 184G of the BVI Business Companies Act, a shareholder of a company may bring an action against the company for breach of a duty owed by the company to him as a shareholder. Under section 184C of the BVI Business Companies Act, a shareholder also may, with the permission of the BVI court, bring an action or intervene in a matter in the name of the company, in certain circumstances. Such actions are known as derivative actions. As noted above, the BVI court may only grant permission to bring a derivative action where the following circumstances apply:

(i) the company does not intend to bring, diligently continue or defend or discontinue proceedings; and
(ii) it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.

When considering whether to grant leave, the BVI court is also required to have regard to the following matters:

(i) whether the shareholder is acting in good faith;
(ii) whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;

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(iii) whether the action is likely to proceed;
(iv) the costs of the proceedings; and
(v) whether an alternative remedy is available.

Any shareholder of a company may apply to BVI court under the Insolvency Act, 2003 of the BVI, or the BVI Business Companies Act, for the appointment of a liquidator to liquidate the company and the court may appoint a liquidator for the company if it is of the opinion that it is just and equitable to do so.

See comparison in section 8.3(l).

(k) Directors – Election, retirement and removal

At every annual general meeting, RTG Shareholders are entitled to vote elect a board of directors. All the directors cease to hold office immediately before the election or appointment of directors at the annual general meeting, but are eligible for re‐election or re‐ appointment.

If RTG fails to hold an annual general meeting or the RTG Shareholders fail at the annual general meeting to elect or appoint any directors, each director then in office continues to hold office until the earlier of:

(i) the date on which his or her successor is elected or appointed; and
(ii) the date which he or she otherwise ceases to hold office under the BVI Business Companies Act or the Articles.

A director may be removed from office:

(i) with or without cause by a resolution of shareholders passed at a meeting of RTG Shareholders called for the purpose of removing the director or for purposes including the removal of the director or by a written resolution passed by at least seventy‐five per cent of the RTG Shareholders entitled to vote; or
(ii) with cause by a resolution of directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.

A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.

(l) Interested directors

A director of RTG who is interested in a transaction entered into or to be entered into by RTG:

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(i) is not permitted to vote on any resolution to approve the contract or transaction unless the contract or transaction:
(A) relates primarily to his or her remuneration as a director, officer, employee or agent of RTG or an affiliate;
(B) is for an indemnity or insurance; or
(C) is with an affiliate;
(ii) may attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
(iii) may sign a document on behalf of RTG, or do any other thing in his capacity as a director,

that relates to the transaction. Such a director, subject to compliance with the act shall not, by reason of his office be accountable to RTG for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of such interest or benefit.

See comparison in section 8.3(o) and RTG’s proposed amendments to the Articles as summarised in section 6.1(c).

(m) Takeovers

As a BVI incorporated company, RTG will not be subject to the takeover regime in Chapter 6 of the Corporations Act, and there are currently no specific listed company takeover provisions or code under the laws of BVI. In particular, unlike under the Corporations Act there are no statutory restrictions under BVI company law on a person acquiring interests in the voting shares of a listed BVI company, regardless of the voting power those shares confer on their holder.

In the event of a takeover, Canadian securities law may also apply. See section 8.3(g)(iii) for further details.

(n) Mergers, Consolidations, Plans of Arrangement and Schemes of Arrangement

Under the BVI Business Companies Act, two or more companies may either merge into one of such existing companies, known as the surviving company, or consolidate with the existing companies ceasing to exist and forming a new company, known as the consolidated company. The procedure for a merger or consolidation between a BVI business company and another company (which need not be a BVI company, and which may be the company’s parent, but need not be) is set out in the BVI Business Companies Act.

The directors of the BVI company or BVI companies which are to merge or consolidate must approve a written plan of merger or consolidation which must also be approved by a resolution of a majority of the shareholders who are entitled to vote and actually vote at a quorate meeting of shareholders (being not less than two shareholders present in person or by

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proxy) or by written resolution of the shareholders of the BVI company or BVI companies which are to merge. Some or all of the shares of the same class of shares in each constituent company may be converted into a particular or mixed kind of assets and other shares of the class, or all shares or other classes of shares, may be converted into other assets. Consequently, mergers have been used as a structure under which majority shareholders can compulsorily buy out minority shareholders for cash subject to the approval of a simple majority of shareholders who vote in relation to the merger.

A foreign company which is able under the laws of its foreign jurisdiction to participate in the merger or consolidation is required by the BVI Business Companies Act to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The merging companies must execute articles of merger (or consolidation), containing a plan of merger (or consolidation) each including certain prescribed details. The plan of merger (or consolidation) and articles of merger (or consolidation) are then filed with the Registrar of Corporate Affairs in the BVI. The Registrar of Corporate Affairs will then register the articles of merger (or consolidation) and any amendment to the memorandum and articles of the surviving company in a merger, or the memorandum and articles of association of the new consolidated company in a consolidation, and issues a certificate of merger or consolidation. Where the surviving company or consolidated company is a BVI company, the merger or consolidation is effective on the date that the articles of merger or consolidation are registered with the Registrar of Corporate Affairs or on such subsequent date, not exceeding thirty days, as is stated in the articles of merger or consolidation. Where the surviving company or consolidated company is incorporated outside the BVI, the merger or consolidation is effective as provided by the laws of that jurisdiction.

As soon as a merger or consolidation becomes effective:

(i) the surviving company or consolidated company (so far as is consistent with its amended memorandum and articles, as amended or established by the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes of each of the constituent companies;
(ii) the amended memorandum and articles of any surviving company are automatically amended to the extent, if any, that changes to its amended memorandum and articles are contained in the articles of merger;
(iii) assets of every description, including choses‐in‐action and the business of each of the constituent companies, immediately vest in the surviving company or consolidated company;
(iv) the surviving company or consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies;
(v) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any shareholder, director, officer or agent thereof, is released or impaired by the merger; and

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(vi) no proceedings, whether civil or criminal, pending at the time of a merger by or against a constituent company, or against any shareholder, director, officer or agent thereof, are abated or discontinued by the merger; but:
(A) the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or consolidated company or against the shareholder, director, officer or agent thereof; as the case may be; or
(B) the surviving company or consolidated company may be substituted in the proceedings for a constituent company.

The BVI Registrar of Corporate Affairs will strike off the register of companies each constituent BVI company that is not the surviving company in the case of a merger and all constituent BVI companies in the case of a consolidation.

If the directors determine it to be in the best interests of the company, it is also possible for a merger to be structured as a court approved plan of arrangement or scheme or arrangement in accordance with the BVI Business Companies Act. The convening of the necessary shareholders meetings and subsequently the arrangement must be authorised by the BVI court. A scheme of arrangement requires the approval of a majority in number of shareholders holding at least 75% in value of the shares of each class who vote in person or by proxy at meetings of the holders of such class. If the effect of the scheme is different in relation to different shareholders, it may be necessary for them to vote separately in relation to the arrangement, with it being required to secure the requisite approval level of each separate voting group. Under a plan of arrangement, a BVI court may determine what shareholder approvals are required and the manner of obtaining the approval. The effect of a scheme of arrangement or plan of arrangement on the company, its shareholders, assets and liabilities will depend on the particular terms and conditions of the scheme of arrangement or plan of arrangement.

See comparison in section 8.3(m).

(o) Compulsory redemption of minority RTG Shareholder's shares

Under the BVI Business Companies Act, subject to any limitations in a company’s memorandum or articles, shareholders holding 90% of the votes of the outstanding shares entitled to vote, and shareholders holding 90% of the votes of the outstanding shares of each class of shares entitled to vote, may give a written instruction to the company directing the company to redeem the shares held by the remaining members. This right has not been limited in the Articles. Upon receipt of such written instruction, RTG would redeem the RTG Shares specified in the written instruction, irrespective of whether or not such RTG Shares are by their terms redeemable. RTG must give written notice to each RTG Shareholder whose RTG Shares are to be redeemed stating the redemption price and the manner in which the redemption is to be effected. A member whose shares are to be so redeemed is entitled to dissent from such redemption, and to be paid the fair value of his shares, as described under ‘‘Appraisal Rights’’ below.

See comparison of the compulsory acquisition power under Australian law in section 8.3(g).

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(p) Appraisal rights

The BVI Business Companies Act provides that any RTG Shareholder is entitled to payment of the fair value of his shares upon dissenting from any of the following:

(i) a merger if RTG is a constituent company, unless RTG is the surviving company and the RTG Shareholder continues to hold the same or similar shares;
(ii) a consolidation if RTG is a constituent company;
(iii) any sale, transfer, lease, exchange or other disposition of more than 50% in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company (unless, as the case of RTG, such appraisal right is excluded in the Articles) but not including:
(A) a disposition pursuant to an order of the court having jurisdiction in the matter,
(B) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in accordance with their respective interest within one year after the date of disposition, or
(C) a transfer pursuant to the power of the directors to transfer assets for the protection thereof;
(iv) compulsory redemption of 10%, or fewer of the issued shares of RTG required by the holders of 90%, or more of the shares of the company pursuant to the terms of the BVI Business Companies Act; and
(v) a plan of arrangement, if permitted by the BVI court.

(q) Liquidation

RTG presently has only issued one class of shares, which all rank equally in the event of liquidation. RTG may by resolution of RTG Shareholders or by a resolution of directors (subject to the BVI Business Companies Act) appoint a voluntary liquidator.

Following the payment or discharge of, all claims, debts, liabilities and obligations of RTG, any surplus assets shall then be distributed amongst RTG Shareholders in accordance with the Articles.

See comparison in section 8.3(j).

(r) Inspection of corporate records

Under the BVI Business Companies Act, a RTG Shareholder, on payment of a nominal fee, can obtain copies of the public records of RTG available at the office of the BVI Registrar of Corporate Affairs which will include RTG’s certificate of incorporation, the current Articles and records of license fees paid to date, and will also disclose any articles of dissolution, articles of merger and a register of registered charges given by the company if the company has elected to file such a register.

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Under the BVI Business Companies Act, a RTG Shareholder is entitled, at no cost, on giving written notice to RTG, to inspect:

(i) the memorandum and articles of association;
(ii) the register of shareholders;
(iii) the register of directors; and
(iv) the minutes of meetings and resolutions of shareholders and of those classes of shares of which he is a shareholder.

In addition, a RTG Shareholder may make copies of or take extracts from the documents and records referred to in (a) through (d) above.

However, the RTG Directors may, if they are satisfied that it would be contrary to RTG’s interests to allow a RTG Shareholder to inspect any document, or part of any document, specified in (ii), (iii) or (iv) above, refuse to permit the shareholder to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records.

Where a company fails or refuses to permit a shareholder to inspect a document or permits a shareholder to inspect a document subject to limitations, that shareholder may apply to the court for an order that he should be permitted to inspect the document or to inspect the document without limitation.

(s) Transactions requiring shareholder approval

Mergers, consolidations, schemes of arrangement and plans of arrangement require shareholder approval as described above. The compulsory redemption of a minority RTG Shareholder’s RTG Shares would require approval by RTG Shareholders holding 90% of the RTG Shares as described above. The BVI Business Companies Act provides that subject to the Articles any sale, lease, exchange or other disposition other than a mortgage, charge or other encumbrance or the enforcement thereof, of more than fifty per cent in value of the assets of RTG, if not made in the usual or regular course of business carried on by RTG, requires approval by a resolution of shareholders. However, the Articles provide that the directors may by resolution of directors determine that any sale, lease, exchange or other disposition is in the regular course of business carried on by RTG and such determination is in the absence of fraud conclusive.

(t) Maintenance of financial records

There is no statutory requirement as a matter of BVI law for RTG to file or prepare formal accounts. The BVI Business Companies Act requires that RTG keep records that:

(i) are sufficient to show and explain RTG’s transactions; and
(ii) will at any time enable the financial position of RTG to be determined with reasonable accuracy.

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See comparison in section 8.3(p).

(u) Information to be sent to security holders

There are no specific BVI laws currently in force requiring (or regulating the form of) disclosure of information to the holders of RTG Securities.

8.3 Comparison of key differences between Corporations Act, BVI law, Canadian law and applicable TSX Rules

The summary set out below is a general description of some of the principal differences between the Corporations Act, BVI Business Companies Act, TSX Rules and securities laws of the Canadian Jurisdictions. It is provided as a general guide only and does not purport to be a comprehensive analysis of all the consequences resulting from holding, acquiring or disposing shares subject to these laws. The laws, regulations, policies and procedures described below are subject to change from time to time.

(a) Share buy‐backs and capital reductions

(i) Australian law

Under Australian law, a company may reduce its share capital if the reduction is fair and reasonable to the company’s shareholders as a whole, does not materially prejudice the company’s ability to pay its creditors and is approved by shareholders in accordance with the Corporations Act and relevant filings are made and the statutory time period is adhered to. If the reduction is an equal reduction, it must be approved by an ordinary resolution passed at a general meeting of the company. However, if the reduction is a selective reduction, it must be approved by either a:

(A) special resolution passed at general meeting of the company with no votes cast by those who are to receive consideration as part of the reduction; or
(B) a resolution agreed to at a general meeting by all ordinary shareholders. In addition, if the reduction involves the cancellation of shares, it must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.

Under Australian law, a company may buy back its own shares if the buy‐back does not materially prejudice the company’s ability to pay its creditors and the company follows the procedures laid down in the Corporations Act. The Corporations Act provides that:

(A) shareholder approval by ordinary resolution will be required if the buy‐back will exceed more than 10% of the company’s issued capital within a 12 month period; and
(B) shareholder approval will be required by special resolution if the buy‐back will not qualify as an equal access buy‐back (a buy‐back will qualify as an equal access buy‐back if it, among other things, it relates only to ordinary shares and the offer is made equally to all holders of ordinary shares, otherwise the buy‐back will be a selective buy‐back).

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(ii) BVI law

The BVI Business Companies Act provides that a company may purchase, redeem or otherwise acquire its own shares, either in accordance with the procedures set out in the BVI Business Companies Act, or any other procedure as provided for in the company’s memorandum and articles of association. The BVI Business Companies Act procedures do not apply to a company to the extent that they are negated, modified or inconsistent with the provisions contained in a company’s memorandum and articles. The BVI Business Companies Act procedures have been negated in the Articles and therefore do not apply to RTG.

The Articles provide that RTG may redeem, purchase or otherwise acquire all or any RTG Shares with the consent of the RTG Shareholders whose RTG Shares are to be redeemed, purchased or acquired, or without the consent of the relevant RTG Shareholders where permitted by the BVI Business Companies Act or any other provisions of the Articles. RTG may only offer to acquire RTG Shares if, at the relevant time, the directors determine by resolution of directors that immediately after the acquisition the value of RTG’s assets will exceed its liabilities and RTG will be able to pay its debts as they fall due.

Under BVI law RTG may hold shares that have been purchased, redeemed or otherwise acquired as treasury shares if each of the following conditions is satisfied:

(A) the Articles of do not prohibit it from holding treasury shares (the Articles do expressly permit it holding treasury shares);
(B) the directors resolve that shares to be purchased, redeemed or otherwise acquired shall be held as treasury shares;
(C) the number of shares purchased, redeemed or otherwise acquired, when aggregated with shares of the same class already held by RTG as treasury shares, does not exceed 50% of the shares of that class previously issued by RTG, excluding shares that have been cancelled; and
(D) if the Articles permit the directors to pass a resolution for the appointment of a voluntary liquidator and the shareholders have, by resolution, approved the liquidation plan.

All the rights and obligations attaching to a treasury share are suspended and cannot be exercised by or against the company while it holds a share as a treasury share.

(iii) TSX Rules

TSX Rules permit RTG, subject to at least two clear trading days prior notice by RTG, to conduct a normal course buy‐back (known as a "normal course issuer bid" in Canada) for RTG Shares for a period of up to one year. A variety of restrictions are imposed on RTG with respect to the buy‐back, including limitations on the size and price at which RTG Share purchases can be made. As part of a buy‐back, RTG will have to issue a press release summarizing the material aspects of the contents of the notice, including the number of RTG Shares it intends to repurchase, the reason for the buy‐back and details

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of any previous purchase of RTG Shares in the past 12 months. Within ten days of the end of any month in which normal course buy‐back purchases are made, RTG will have to report to TSX the average prices and dispositions of the RTG Shares that have been purchased.

(iv) Canadian securities laws

Requirements similar to the takeover bid rules in the Canadian Jurisdictions, described in section 8.3(g)(iii), apply to reporting issuers conducting a buy‐back of their shares. However, one of the exemptions from the buy‐back requirements under applicable Canadian securities laws is the "normal course buy‐back exemption" (referred to as a "normal course issuer bid exemption" in Canada), which applies to RTG as a TSX listed company. Accordingly, RTG is exempt from the buy back rule requirements if RTG's bid for the purchase of RTG Shares is made in the normal course in accordance with the TSX Rules.

(b) Shareholder meetings

(i) Australian law

Any director may convene a general meeting at such times and in such place as the director considers necessary or desirable. Each shareholder is entitled to receive not less than twenty eight days notice of every general meeting and to receive all notice, accounts and other documents required to be sent to members. An Annual General Meeting must be held once per year and within five months of the end of the financial year. There is no requirement to hold the Annual General Meeting in Australia.

Shareholders entitled to exercise 5% or more of the voting rights can requisition a general meeting.

(ii) BVI Law

Any director may convene a general meeting at such times and in such place within or outside the BVI as the director considers necessary or desirable. Each shareholder is entitled to receive not less than seven days notice of every general meeting.

There is no BVI law statutory requirement to hold annual general meetings. However, the Articles provide that RTG will hold annual general meetings in accordance with TSX Rules.

Shareholders can convene a general meeting provided shareholders entitled to exercise 5% or more of the voting rights in respect of the matter for which the meeting is requested make such request in writing.

(iii) TSX Rules

The TSX Rules require RTG to hold an annual meeting of shareholders no later than six months after the end of RTG’s financial year.

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(c) Voting rights

(i) Australian law

Each member is entitled to one vote on a show of hands and on a poll each shareholder has one vote for every fully paid share. Quorum for a shareholders meeting is usually 3 persons.

If the Corporations Act or the ASX Listing Rules require that some members are not to vote on a resolution or that votes cast by some members may be disregarded in order for the resolution to have the intended effect, and the notice of meeting at which the resolution was proposed states that fact, the company must not count any votes cast by those members.

(ii) BVI law

A share confers upon the shareholder the right to one vote at a meeting of shareholders or on any written resolution of shareholders. A shareholder may be represented at a meeting of shareholders by a proxy who may speak and vote on behalf of the shareholder appointing him.

(iii) TSX Rules and Canadian securities laws

The TSX does not generaly regulate voting rights attached to listed securities. However, Canadian securities laws do require certain “related‐party” and similar transactions to be approved by a majority of shareholders, excluding any votes of “interested parties”. See section 8.3(i)(iii) below.

(d) Share capital and issue of shares

(i) Australian law

The constitution of a typical Australian public company authorises the board to issue shares, options and other securities with preferred, deferred or other special rights or such restrictions, whether with regards to dividends, voting, return of capital and other matters as the directors may decide.

The constitution typically does not impose any maximum limit on the number of shares.

Under Australian law a company, as part of its legal personality, has the power to issue and cancel shares in the company. In addition to this power a company may also issue bonus shares, preference shares and partly paid shares.

A company has the power to determine the terms of and rights and restrictions attaching to the shares it issues.

(ii) BVI law

Under BVI law and the Articles, RTG Shares may be issued, and options to acquire RTG Shares may be granted, at such times, to such “Eligible Persons”, for such consideration

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and on such terms as the directors may determine. Eligible Persons are defined in the Memorandum as individuals, corporations, trusts, the estates of deceased individuals, partnerships and incorporated associations of persons.

Pursuant to the Articles, the pre‐emption rights in the BVI Business Companies which BVI companies are able to adopt have been expressly dis‐applied. Consequently, there are no pre‐emption rights as regards new issues of RTG Shares or other RTG Securities in favour of existing RTG Shareholders under the BVI Business Companies Act or the Articles.

As permitted by BVI law, RTG is authorised to issue an unlimited number of RTG Shares of no par value.

Shares may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and knowhow), services rendered or a contract for future services. The consideration for a share with par value must not be less than the par value of the share.

If shares are to be issued by RTG for a consideration other than money, then the directors are required to pass a resolution stating:

(A) the amount to be credited for the issue of the shares;
(B) their determination of the reasonable present cash value of the non‐money consideration for the issue; and
(C) that, in their opinion, the present cash value of the non‐money consideration for the issue is not less than the amount to be credited for the issue of the shares.
(iii) TSX Rules

The TSX Rules limit the discretion of directors in connection with the issue and sale of RTG Shares. While TSX approval must be obtained in connection with any issuance of RTG Shares, and in connection with public offerings and private placements (distributions of listed securities in reliance on a Canadian prospectus exemption), TSX will consider a number of factors, including the price at which the securities are to be offered, the involvement of Insiders (as defined in section 8.3(h)(iii)) in the transaction and whether the transaction materially affects control of the issuer. Based on these factors, the TSX may require securityholders to approve the transaction, and typically will require securityholder approval of transactions:

(A) in which the proposed issuance will materially affect control of RTG;
(B) that involve the placement of securities to Insiders that represents 10% or more of RTG’s market capitalisation; or
(C) where the RTG Shares to be issued represent more than 25% of the number of RTG Shares outstanding where the price per share is less than the TSX market price, which is based on a five day volume weighted average trading price.

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TSX also requires shareholder approval of securities‐based compensation arrangements, including any compensation or mechanism involving the potential issuance of securities from treasury. TSX prescribes specific disclosure requirements for the materials provided to shareholders for the purposes of such approval, including all material information that shareholders may reasonably require to approve the arrangements. Certain substantive requirements are imposed that must be complied with, including:

(A) exercise prices may not be lower than the market price the day prior to the date on which options are granted;
(B) there must be a maximum number or percentage of securities issuable; and
(C) most amendments to the compensation arrangements also require shareholder approval.

TSX Rules also require shareholder approval for an acquisition where the number of RTG Shares issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of outstanding RTG Shares.

(e) Transfer of shares

(i) Australian law

Shares are generally freely tradeable. The directors may refuse to register a transfer of shares only if that refusal would not contravene the ASX Listing Rules or the ASX Settlement Operating Rules. The directors must refuse to register a transfer of shares if:

The Corporations Act, ASX Listing Rules or the ASX Settlement Operating Rules forbid the registration;
Subject to section 259C of the Corporations Act, registration of the transfer would result in a transfer to a controlled entity; or
The securities the subject of the transfer notice are classified as restricted securtiies under the ASX Listing Rules.

(ii) BVI law

Shares may be transferred by a written instrument of transfer signed by the transferor which contains the name and address of the transferee. The transfer of a share is effective when the name of the transferee is entered on the register of members. The directors may not resolve to refuse or delay the transfer of a share unless the relevant shareholder has failed to pay an amount due in respect of that share.

(iii) TSX Rules

Shares listed on the TSX must generally be free from any restrictions on transfer, except as may be required to comply with hold periods applicable under Canadian securities laws.

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(f) Amendment to Constitution

(i) Australian law

Changes to the constitution of an Australian company may only be made by special resolution of the shareholders.

(ii) BVI law

A BVI entity may amend its Articles by a resolution of its shareholders or a resolution of directors, save that no amendment may be made by a resolution of directors:

to restrict the rights or powers of the shareholders to amend the Articles;
to change the percentage of shareholders required to pass a resolution of shareholders to amend the Articles;
in circumstances where the Articles cannot be amended by the shareholders; or
to various clauses in the Memorandum governing the rights of shares.

The RTG Articles provide that any amendment to the Articles shall not conflict with the TSX Rules.

(iii) TSX Rules

The TSX Rules require RTG to file with the TSX a notarial or certified copy of any certificate that gives effect to an amendment to RTG’s constating documents immediately upon issuance of such a certificate. Furthermore, certain types of amendments that affect RTG’s capital structure, including amendments to provisions attaching to the RTG Shares, and the disclosure materials to be sent to shareholders in respect of such amendments must be reviewed by the TSX prior to being sent to shareholders.

(g) Takeovers

(i) Australian law

The Corporations Act places restrictions on a person acquiring relevant interests in the voting shares of an Australian unlisted public company which has more than 50 members, or an Australian listed company, where, as a result of the acquisition, that person’s or someone else’s voting power in the company (together with the voting power of their associates) increases:

(A) from 20% or below to more than 20%; or
(B) from a starting point that is above 20% and below 90%.

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Certain exceptions apply, such as acquisitions of relevant interests in voting shares made under takeover bids or made with shareholder approval, or creeping acquisitions of not more than 3% in a 6 month period.

The Corporations Act permits compulsory acquisition of the shares for which acceptances have not been received, where a bidder holds not less than a 90% relevant interest in the relevant securities.

Takeover bids must treat all shareholders alike and must not involve any collateral benefits.

(ii) BVI law

There are no statutory restrictions under BVI company law on a person acquiring interests in the voting shares of a listed BVI company, regardless of the voting power those shares confer on their holder.

Following a takeover offer, where an offeror has acquired 90% of the RTG Shares, it may decide to utilise the compulsory redemption procedure described above to cause compulsory redemption of any outstanding minority RTG Shares held by RTG Shareholders who have not accepted the takeover offer.

A takeover of RTG may also be structured as a scheme of arrangement, plan of arrangement, merger or consolidation which would be binding on all RTG Shareholders provided the requisite majority approval described above in relation to each is achieved.

(iii) Canadian securities laws

In Canada, takeover bids are regulated primarily by provincial and territorial securities legislation and related rules. Unless an exemption from the formal takeover bid requirements under securities legislation is available or can be obtained, persons or companies making an offer to acquire shares in a jurisdiction where the subject shares, together with the offeror’s securities (including any securities held by joint offerors), constitute, in aggregate, 20% or more of the outstanding shares of the company at the time of the offer are required to extend the offer to all securityholders in the jurisdiction. These provisions require, among other things, the production, filing and mailing of a takeover bid circular to shareholders of the target company. These provisions are applicable for securityholders whose address in the books of the corporation is in Canada.

Takeover bids must treat all securityholders alike and must not involve any collateral agreements, with certain exceptions for employment compensation arrangements. Takeover bids must remain open for a minimum of 35 days from the date of the mailing of the circular, after which time all securities deposited under the offer may be taken up.

For the protection of target securityholders, the takeover bid rules contain various additional requirements, such as restrictions applicable to conditional offers and the withdrawal, amendment or suspension of offers. Securities regulators also retain a general ‘public interest jurisdiction’ to regulate takeovers and may intervene to halt or prevent activity that is abusive. Issuer bids are regulated similarly to takeover bids.

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There are extensive disclosure requirements associated with takeover bids, beginning with ‘early warning’ disclosure required when an acquirer crosses the 10% ownership threshold. Generally, further disclosure is required for additional purchases of 2% or more of the outstanding security for which such early warning disclosure is required. Purchases outside the bid, before, during and after the bid, are also restricted.

Canadian securities laws allow certain exemptions to the formal bid requirements, on specified conditions. For example, private agreements to purchase securities from up to five persons are permitted if the purchase price does not exceed 115% of the market price. Under the normal course purchase exception, the offeror (together with any joint offerors) may acquire up to 5% of a class of securities within a 12‐month period if there is a published market for the relevant class and the consideration paid does not exceed the market price at the date of acquisition. There is also a foreign takeover bid exemption available under Canadian securities laws, which applies in circumstances where security holders in Canada hold less than 10% of the outstanding securities of the class of securities subject to the bid and certain other conditions are met.

(h) Disclosure of substantial holdings

(i) Australian law

Under the Corporations Act, a shareholder who begins or ceases to have a substantial holding in a company listed on ASX or has a substantial holding in a company listed on ASX and there is a movement by at least 1% in their holding, must give a notice to the company and ASX. A person has a substantial holding if that person and that person’s associates have a relevant interest in 5% or more of the voting shares in the company.

(ii) BVI law

Under BVI company law and the Articles, there is no obligation to inform a BVI company of any beneficial interests in that company’s shares, nor any obligation to inform any third party of any interest (legal or beneficial) held in a BVI company.

A RTG Shareholder is entitled, on giving written notice to the company, to inspect and take copies of (among other things) the company’s register of members, although the directors may refuse to allow this if they are satisfied that it would be contrary to the company’s interests. If the directors refuse to allow access to the register, the RTG Shareholder may apply to court for an order that they be allowed access, and the court may make such order as it considers just.

(iii) Canadian securities laws

Under applicable securities laws in the Canadian Jurisdictions, any person that acquires beneficial ownership of, or the power to exercise control or direction over, 10% or more of the voting or equity securities of RTG is required to issue a press release and to file an early warning report in accordance with NI 62‐103, disclosing their shareholdings to RTG and the public. A person that files an early warning report for RTG will also be required to file a news release and early warning report for every additional 2% of voting or equity securities of RTG that such person acquires.

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Furthermore, directors, chief executive officers, chief financial officers and chief operating officers and shareholders holding 10% or more of the voting or equity securities of RTG ( Insiders ) are required to file an Insider report under NI 55‐104. Insider reports set out the percentage of RTG Shares that an Insider owns or exercises control or direction over. Insider reports are publically disclosed on the System for Electronic Disclosures by Insiders (www.sedi.ca) and must be filed within ten days of a person becoming an Insider and within five days of a change of that person’s shareholdings in RTG.

(i) Related party transactions

(i) Australian law

The Corporations Act requires a director with a material personal interest in a matter that relates to the affairs of the company to notify the other directors of this interest. Unless approved by the other directors or ASIC, the interested director must not be present while the matter is being considered or vote on the matter.

(ii) BVI law

A director is obliged to disclose any interests they may have in a transaction to be entered into by the company, although, in accordance with the Articles, they remain entitled in certain circumstances to vote on the transaction, attend meetings in relation to it and be counted for the purposes of the quorum as described above. Should they fail to do so, the transaction will be voidable by the company, unless the material facts of the interest are disclosed to the members and the members nevertheless ratify or approve the transaction, or the company receives fair value for it.

(iii) Canadian securities laws

RTG is subject to MI 61‐101, which imposes valuation, minority approval and disclosure requirements on entities involved in certain related party transactions. A related party transaction includes a transaction between an issuer and a person that is a related party to the issuer at the time that the transaction is agreed to, whether or not there are also other parties to the transaction, as a consequence of which, either through the transaction itself or together with a connected transaction, the issuer directly or indirectly, among other things:

(A) purchases or acquires an asset from a related party for valuable consideration;
(B) sells or transfers an asset to a related party;
(C) leases property to or from a related party;
(D) acquires a related party or combines with a related party through an amalgamation, arrangement or otherwise;
(E) issues a security to, or subscribes for, a security of a related party;

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(F) becomes subject to a liability of a related party or provides or materially amends the terms of a guarantee or collateral security for a debt or liability of a related party; or
(G) borrows money from, lends money to, releases, cancels, forgives or materially amends the terms of an outstanding debt or liability owed by a related party.

Unless a specific exemption is available, MI 61‐101 requires a formal valuation of assets or securities involved in a related party transaction. The valuation must be prepared by an appropriately qualified independent valuator and no more than 120 days before the earlier of the date that a disclosure document for the transaction is first sent to securityholders (if applicable) and the date that a disclosure document is filed with the relevant securities regulatory authorities. The valuation must contain certain required content and provide sufficient disclosure to allow the securityholders to understand the principal judgments and underlying reasoning of the valuator so as to form a reasoned judgment of the valuation.

Minority approval of a related party transaction is required under MI 61‐101, unless a specific exemption is available. Minority approval for these purposes consists of the approval of the proposed transaction by a majority of the votes cast by holders of each class of affected securities at a meeting of securityholders of that class called to consider the transaction, excluding the votes attached to the securities of the issuer held or controlled, directly or indirectly, by the issuer, any interested party, their respective directors or senior officers, and any related parties or joint actors of such persons. If minority approval is required, it must be obtained from the holders of every class of affected securities of the issuer, in each case voting separately as a class. There are additional specific rules in MI 61‐101 regarding obtaining minority approval, including the determination of the excluded votes and the disclosure required to be sent to securityholders.

MI 61‐101 also requires an issuer to include certain detailed disclosure regarding related party transactions in a material change report that is required to be filed under the applicable securities laws of Ontario and in an information circular that is being sent to securityholders to obtain minority approval in respect of a related party transaction.

(j) Winding up

(i) Australian law

Voluntary winding up requires the company to pass a special resolution that it be wound up voluntarily. Subject to the provisions of the Corporations Act regarding preferential payments, upon winding up the property of the company must be applied in satisfaction of its liabilities equally and, unless the company’s constitution otherwise provides, be distributed among the members according to their rights and interests in the company.

For winding‐up in insolvency or by the court, a distribution of the surplus assets can only be made by order of the court.

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(ii) BVI law

A BVI company's voluntary liquidation commences at the time at which notice of the voluntary liquidator’s appointment is filed, irrespective of whether the appointment is brought about by a resolution of the company's directors or its shareholders.

A BVI company may commence to wind up and dissolve by a resolution of directors:

(A) upon expiration of such time as may be prescribed by its memorandum or articles for its existence;
(B) upon the happening of such event as maybe specified in its memorandum and articles as an event that shall terminate the existence of the company; or
(C) if the company has never issued any shares.

A BVI company many only be placed into solvent voluntary liquidation if it has no liabilities or if it is able to pay its debts as they fall due and the value of its assets equals or exceeds the value of its liabilities. If the company does not satisfy this test then it can only be placed into (insolvent) voluntary liquidation in accordance with the procedure set out in Part XII, Division 2 of the BVI Business Companies Act and the Insolvency Act 2003.

A voluntary liquidation requires the company’s directors to approve a liquidation plan. A liquidation plan must specify:

(A) the reasons for the liquidation of the company;
(B) the directors' estimate of the time required to complete the liquidation;
(C) whether the liquidator is authorised to carry on the company’s business if he determines that to do so would be in the best interests of the company’s creditors or shareholders;
(D) the names and addresses of each individual to be appointed liquidator, and the remuneration proposed to be paid to each; and
(E) whether the liquidator is required to send all the company’s shareholders a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions.

Only individuals (not corporate entities) can be appointed liquidators.

In addition to approving the liquidation plan, the directors must make a declaration of solvency stating that, in their opinion, the company is and will be able to discharge, pay or provide for its debts as they fall due and the value of the company’s assets equals or exceeds its liabilities.

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(k) Director's liability

(i) Australian law

Under the Corporations Act a company or a related body corporate must not exempt a person (whether directly or via an interposed entity) from a liability to the company incurred as an officer of the company.

A company or a related body corporate cannot indemnify a director from any of the following liabilities incurred as an officer of the company:

(A) a liability owed to the company;
(B) a liability for a pecuniary penalty or a compensation order incurred under the Corporations Act; or
(C) a liability that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith. This prohibition does not apply to legal costs (but the Corporations Act also restricts a company from indemnifying directors against certain types of legal costs).

(ii) BVI law

BVI law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime). Any expenses that are the subject of the indemnification must be reasonably incurred.

An indemnity will be void and of no effect and will not apply to a person unless the person acted honestly and in good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

Nonetheless, it is possible that an indemnity may apply notwithstanding the breach by a director of his or her statutory duties.

(l) Protection of minority shareholders

(i) Australian law

Under Australian law, a shareholder of an Australian company may apply to the court under the Corporations Act to bring an action in cases of conduct which is either contrary to the interests of shareholders as a whole, or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, any shareholders in their capacity as a shareholder, or themselves in a capacity other than as a shareholder.

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(ii) BVI law

The BVI Business Companies Act contains a series of remedies available to members. Where a company incorporated under the BVI Business Companies Act conducts some activity which breaches the BVI Business Companies Act or the company's memorandum and articles of association, the court can issue a restraining or compliance order. Members can now also bring the following actions:

(A) derivative actions: these may be brought at the discretion of the court, where the court concludes that:
(1) the company does not intend to bring, diligently continue or defend, or discontinue the proceedings; or
(2) it is in the interests of the company that the conduct of the proceedings should not be left to the directors or to the determination of the shareholders or members as a whole;
(B) personal actions (for breach of a duty owed by the company to the shareholder as a member); and
(C) representative actions: where a member of a company brings proceedings against the company and other members have the same or substantially the same interest in relation to the proceedings, the court may appoint that member to represent all or some of the members having the same interest and the court’s powers include the ability to make an order
(1) proceedings among the members represented. as to the control and conduct of the proceedings;
(2) as to the costs of the proceedings; and
(3) directing the distribution of any amount ordered to be paid by a defendant in the

The traditional English basis for members' remedies have also been incorporated into the BVI Business Companies Act, namely where a member of a company considers that the affairs of the company have been, are being or are likely to be conducted in a manner likely to be oppressive, unfairly discriminating or unfairly prejudicial to him, he may apply to the court for an order on such conduct.

Any member of a company may petition the court which may make a winding up order if the court is of the opinion that it is just and equitable that the company should be wound up.

Minority shareholders also have appraisal rights in certain circumstances as described above.

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Generally, any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in BVI or their individual rights as shareholders as established by the company's memorandum and articles of association.

(iii) TSX Rules

TSX Rules require RTG to obtain shareholder approval of any transaction that provides considerations to Insiders of RTG in the aggregate of 10% or greater of the market capitalization of RTG, during any six‐month period, where such transaction was not negotiated at arm’s‐length.

(iv) Canadian securities laws

In addition to the substantive rights described above, Canadian securities laws provide certain procedural protections for securityholders, including enhanced disclosure requirements, minority approval requirements and valuation requirements for certain non‐arm’s length transactions such as issuer bids, insider bids, related party transactions (see 8.3(i)(iii) above) and business combinations.

(m) Variation of rights attaching to shares

(i) Australian law

Under Australian Law, if a company has a constitution that sets out the procedure for varying the rights attaching to shares, those rights may be varied only in accordance with the procedure.

If a company does not have a constitution, or has a constitution that does not set out the procedure for varying the rights attaching to shares, those rights may only be varied by special resolution of the company and by special resolution passed at a meeting with the written consent of members with at least 75% of the votes in that class.

(ii) BVI law

The rights attaching to RTG Shares may only, whether or not RTG is being wound up, be varied with the consent in writing of or by a resolution passed by the holders of more than 66 2/3 of the votes cast at the meeting duly constituted.

(n) Mergers, Consolidation, Plans of Arrangement and Schemes of Arrangement

(i) Australian law

The Corporations Act contains no equivalent to the concept of a merger or consolidation as set out in the BVI Business Companies Act.

(ii) BVI law

BVI companies may implement mergers, consolidations, plans of arrangement and schemes of arrangement as described in section 8.2(n).

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(iii) TSX Rules

TSX Rules require RTG to obtain shareholder approval of any transaction that, in the opinion of the TSX, materially affects control of RTG.

(o) Interested directors and dealings with controlling shareholders

(i) Australian law

A director of a public company who has a material personal interest in a matter that is being considered at a directors' meeting must not be present while the matter is being considered at the meeting, or vote on the matter, except where that director's participation is approved by ASIC or by the other directors who do not have a material personal interest in the matter.

Dealings with directors and controlling shareholders are regulated by related party provisions discussed below.

(i) BVI law

The positions as regards directors interested in transactions in described in greater detail in section 8.2(l) above.

(ii) Canadian securities laws

Canadian securities laws provide certain procedural protections for securityholders, including enhanced disclosure requirements, minority approval requirements and valuation requirements for certain non‐arm’s length transactions such as issuer bids, insider bids, related party transactions (section 8.3(i)(iii) above) and business combinations.

(p) Financial records and reports

(i) Australian law

Under the Corporations Act, the Company must report annually to its members, which report must include a financial report, directors report (which includes the remuneration report) and the auditors report on the financial report for each relevant year. The ASX Listing Rules also require the company to provide a preliminary financial report to the ASX annually.

Although non‐binding, at each annual general meeting, shareholders vote on the remuneration report for key management personnel. If, two years in a row, more than 75% of the votes are cast against the remuneration report, the shareholders are able to call a “spill motion” and vote to remove the board.

(ii) BVI law

Under BVI law, there is no statutory requirement to prepare formal accounts. Under the BVI Business Companies Act and the Articles, RTG is required to keep records that are

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sufficient to show and explain its transactions and that will, at any time, enable its position to be determined with reasonable accuracy. The Articles provide that RTG may by a resolution of shareholders call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. Under the Articles, the profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of RTG for a financial period and a true and fair view of the assets and liabilities of RTG at the end of a financial period.

(iii) TSX Rules

RTG is required to file audited annual financial statements and accompanying management discussion and analysis within 90 days of the most recently completed financial year end and interim financial statements and accompanying management discussion and analysis within 45 days of the end of the interim period. All financial statements and accompanying management discussion and analysis must be filed on SEDAR, a Canadian mandatory document filing and retrieval system. RTG is also required to send a paper copy of the audited annual financial statements and a copy of the interim financial statements and accompanying management discussion and analysis to each shareholder who requests them from RTG.

(q) Disclosure of material information

(i) Australian law

Chapter 6CA of the Corporations Act sets out provisions which impose obligations on companies to make disclosure of information in accordance with the listing rules of a listing market in relation to the relevant company.

Where a company is listed on ASX, the relevant listing rules will be the ASX Listing Rules. Chapter 3 of the ASX Listing Rules set out provisions relating to continuous disclosure.

(ii) BVI law

There are no specific laws currently in force requiring (or regulating the form of) disclosure of information to the holders of RTG Securities

(iii) TSX Rules

The TSX Rules require RTG to make timely disclosure in accordance with applicable Canadian securities laws and supplement such requirement with a broader prescribed class of disclosure requirements relating to material information (rather than just material changes) that would reasonably be expected to significantly change the market price or value of RTG. As a TSX listed company, RTG is also required to file annual information forms that summarise the business and operations of RTG.

(iv) Canadian securities laws

Under securities laws of the Canadian Jurisdictions, specifically NI 51‐102, RTG is required to immediately disclose by issuing and filing a news release any material change occurring in the affairs of RTG. As soon as practicable thereafter, and in any

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event within ten days of the date on which the material change occurs, RTG is required to file a material change report in the prescribed form. Applicable Canadian securities laws also require RTG to publically file annual and interim financial statements and accompanying Management Discussion and Analysis for such financial disclosure, an annual information forms that summarises the business and operations of RTG, any documents that affect the rights of securityholders and any material contracts.

8.4 Summary of relevant BVI tax considerations

The BVI government will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon RTG or RTG Shareholders who are not tax residents in the BVI.

The company and all distributions, interest and other amounts paid by RTG to persons who are not tax residents in the BVI will not be subject to any income, withholding or capital gains taxes in the BVI, with respect to the shares in the company owned by them and dividends received on such shares, nor will they be subject to any estate or inheritance taxes in the BVI.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable in the BVI by persons who are not tax resident in the BVI with respect to any shares, debt obligations or other securities of the company.

Subject to the payment of stamp duty on any acquisition of real property in the BVI by RTG (and in respect of certain transactions in respect of the shares, debt obligations or other securities of incorporated companies owning real property in the BVI), all instruments relating to transactions in respect of the shares, debt obligations or other securities of the company and all instruments relating to other transactions relating to the business of RTG are exempt from the payment of stamp duty in the BVI.

There are currently no withholding taxes or exchange control regulations in the BVI applicable to RTG or its security holders.

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9. Information about the Merger and the Schemes

9.1 The Merger

On 24 February 2014, Sierra and RTG announced the Merger to be implemented through schemes of arrangement comprising:

(a) the Share Scheme between Sierra and Sierra Shareholders; and
(b) the Option Scheme between Sierra and Sierra Optionholders.

Sierra and RTG also signed the Scheme Implementation Deed on that date.

A scheme of arrangement is a court‐administered legal procedure commonly used in Australia to implement mergers. It is an arrangement between a company and either its shareholders (or a class of shareholders) or its creditors (or a class of creditors). Sierra Optionholders are considered creditors of Sierra for the purposes of the Option Scheme.

9.2 Scheme Implementation Deed

The Scheme Implementation Deed sets out each of Sierra's and RTG's rights and obligations in connection with the implementation of the Merger.

Certain key terms of the Scheme Implementation Deed are discussed in this section, including terms relating to Conditions Precedent to the Schemes (see section 9.17), the End Date (see section 9.18), Sierra's obligations to deal with RTG on an exclusive basis (see section 9.19), break fees (see section 9.20) and termination rights (see section 9.21).

See Annexure 3 for a copy of the Scheme Implementation Deed.

9.3 Information concerning the Share Scheme

(a) Legal effect

If the Share Scheme becomes Effective (i.e. after it is approved by Sierra's Shareholders and the Court), all Sierra Shares outstanding at 5.00pm on the Record Date will be transferred to RTG, in return for the issue by RTG of the Share Scheme Consideration to Sierra Shareholders.

See Annexure 4 for a copy of the Share Scheme.

(b) Share Scheme Deed Poll

On 8 April 2014, RTG executed the Share Scheme Deed Poll pursuant to which it agreed, subject to the Share Scheme becoming Effective, to provide each Sierra Shareholder the Share Scheme Consideration to which it is entitled under the Share Scheme.

See Annexure 5 for a copy of the Share Scheme Deed Poll.

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(c) Share Scheme Consideration

The Share Scheme Consideration comprises of:

(i) prior to the RTG Share Consolidation, three (3) RTG Shares (in the form of RTG CDIs) for every one (1) Sierra Share held together with one (1) RTG Option (in the form of a RTG Option CDI) for every three (3) Sierra Shares; and
(ii) after the RTG Share Consolidation, three (3) RTG Shares (in the form of RTG CDIs) for every ten (10) Sierra Shares held together with one (1) RTG Option (in the form of a RTG Option CDI) for every 30 Sierra Shares,

held at 5.00pm on the Record Date, with the total Share Scheme Consideration for any Sierra Shareholder rounded up or down to the nearest whole number, with entitlements to half of a RTG Share, RTG CDI, RTG Option or RTG Option CDI rounded down. The RTG Share Consolidation is expected to occur after the Effective Date of the Share Scheme and prior to the Implementation Date. If this occurs, the Share Scheme Consideration you receive will be on a post RTG Share Consolidation basis. See section 9.10 for further information about the RTG Share Consolidation.

By default, the Share Scheme Consideration will consist of RTG Shares issued in the form of RTG CDIs and RTG Option CDIs which will be quoted on ASX. However, you may elect to receive RTG Shares and RTG Options to be listed on TSX. See section 10.4 for information about the election process. There is also a risk that RTG will not be granted admission to the official list of ASX in which case, subject to TSX approval, RTG Shares and RTG Options listed on TSX will be issued. See section 6.1(c).

Subject to obtaining the required ASIC relief, if you are a Small Securityholder under the Share Scheme at 5.00pm on the Record Date and do not elect withdraw from the Sale Facility, you will participate in the Sale Facility and your Scheme Consideration will be issued to the Sale Agent for sale under the Sale Facility. See section 10.6 for information on how to withdraw from participating in the Sale Facility.

A Small Securityholder is a Scheme Shareholder or a Scheme Optionholder who will receive an aggregate of 9,000 or less RTG Shares under the Schemes. For instance, this will include:

(i) any Sierra Shareholder who holds 3,000 or less Sierra Shares and no Sierra Options; or
(ii) any Sierra Optionholder who holds 4,500 or less Sierra Options and no Sierra Shares.

If you hold both Sierra Shares and Sierra Options, to determine whether you are a Small Securityholder, you should calculate the number of RTG Shares you will receive under the Schemes using the Scheme Consideration described in this Scheme Booklet. You will only be considered to hold both Sierra Shares and Sierra Options if they are registered under the same SRN or HIN.

Ineligible Foreign Securityholders will not receive RTG CDIs and RTG Option CDIs or be entitled to make an election to receive RTG Shares and RTG Options under the Share Scheme but will instead automatically participate in the Sale Facility. (See sections 10.5 and 10.7).

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Sale Facility Participants will receive a pro rata share of the net proceeds converted into Australian dollars from the on‐market sale of all RTG Shares and RTG Options by the Sale Agent through the Sale Facility. (See section 10.5 for details of the Sale Facility).

(d) Share Scheme Meeting

On 9 April 2014 the Court ordered that Sierra convene the Share Scheme Meeting at Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014, commencing at 10.00am for the purpose of Sierra Shareholders considering and, if thought fit, agreeing to the Share Scheme.

Sierra Shareholders who are registered on the Sierra Share Register at 5.00pm on 14 May 2014 may attend and vote at the Share Scheme Meeting.

Voting at the Share Scheme Meeting will be by poll.

See Annexure 8 for a copy of the Notice of Share Scheme Meeting and its explanatory notes. The explanatory notes include information on attendance and how to vote. This information is also summarised in the earlier section entitled 'Voting on the Scheme(s) relevant to you'. You should also refer to the Green Proxy Form for the Share Scheme Meeting that accompanied this Scheme Booklet. If you did not receive a Green Proxy Form or need a new one, contact the Sierra Registry (see contact details on the inside back cover of this Scheme Booklet).

Before the Share Scheme can become Effective, it must be approved at the Share Scheme Meeting by:

(i) unless the Court orders otherwise, a majority in number of eligible Sierra Shareholders who vote at the meeting; and
(ii) at least 75% of the total number of votes cast by eligible Sierra Shareholders at the meeting.

(e) Warranty by Sierra Shareholders

The Share Scheme provides that each Sierra Shareholder at 5.00pm on the Record Date is taken to have warranted to Sierra and RTG, and appointed and authorised Sierra as its attorney and agent to warrant to RTG that:

(i) all their Sierra Shares (including any entitlements and rights 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, legal or otherwise, and restrictions on transfer of any kind; and
(ii) they have full power and capacity to transfer their Sierra Shares to RTG together with any rights attaching to those shares.

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9.4 Information concerning the Option Scheme

(a) Legal effect

If the Option Scheme becomes Effective (i.e. after it is approved by Sierra Optionholders and the Court and the Share Scheme has become Effective), all Sierra Options outstanding at 5.00pm on the Record Date will be transferred to RTG, in return for the issue by RTG of the Option Scheme Consideration to Sierra Optionholders.

See Annexure 6 for a copy of the Option Scheme.

(b) Option Scheme Deed Poll

On 8 April 2014, RTG executed the Option Scheme Deed Poll pursuant to which it agreed, subject to the Option Scheme becoming Effective, to provide each Sierra Optionholder the Option Scheme Consideration to which it is entitled under the Option Scheme.

See Annexure 7 for a copy of the Option Scheme Deed Poll.

(c) Option Scheme Consideration

The Option Scheme Consideration comprises of:

(i) prior to the RTG Share Consolidation, two (2) RTG Shares (in the form of RTG CDIs) for every one (1) Sierra Option together with two (2) RTG Options (in the form of RTG Option CDIs) for every nine (9) Sierra Options; and
(ii) after the RTG Share Consolidation, two (2) RTG Shares (in the form of RTG CDIs) for every ten (10) Sierra Option together with two (2) RTG Options (in the form of RTG Option CDIs) for every 90 Sierra Options,

held at 5.00pm on the Record Date, with the total Option Scheme Consideration for any Sierra Optionholder rounded up or down to the nearest whole number, with entitlements to half of a RTG Share, RTG CDI, RTG Option or RTG Option CDI rounded down. The RTG Share Consolidation is expected to occur after the Effective Date of the Share Scheme and prior to the Implementation Date. If this occurs, the Option Scheme Consideration you receive will be on a post RTG Share Consolidation basis. See section 9.10 for further information about the RTG Share Consolidation.

By default, the Option Scheme Consideration will consist of RTG Shares issued in the form of RTG CDIs and RTG Option CDIs which will be quoted on ASX. However, you may elect to receive RTG Shares and RTG Options to be listed on TSX. See section 10.4 for information about the election process. There is also a risk that RTG will not be granted admission to the official list of ASX in which case, subject to TSX approval, RTG Shares and RTG Options listed on TSX will be issued. See section 6.1(c).

The entitlement of Sale Facility Participants to RTG Shares, RTG CDIs, RTG Options or RTG Option CDIs under the Schemes will be issued to the Sale Agent for sale under the Sale Facility. Sale Facility Participants will receive a pro rata share of the net proceeds converted into

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Australian dollars from the on‐market sale of all RTG Shares and RTG Options by the Sale Agent through the Sale Facility. (See sections 10.5, 10.6 and 10.7).

(d) Option Scheme Meeting

On 9 April 2014, the Court ordered that Sierra convene the Option Scheme Meeting at Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 16 May 2014, commencing at 10.30am, for the purpose of Sierra Optionholders considering and, if thought fit, agreeing to the Option Scheme.

Sierra Optionholders who are registered on the Sierra Option Register at 5.00pm on 14 May 2014 may attend and vote at the Option Scheme Meeting.

Voting at the Option Scheme Meeting will be by poll.

See Annexure 9 for a copy of the Notice of Option Scheme Meeting and its explanatory notes. The explanatory notes include information on attendance and how to vote. This information is also summarised in the earlier section entitled 'Voting on the Scheme(s) relevant to you'. You should also refer to the Yellow Proxy Form for the Option Scheme Meeting that accompanied this Scheme Booklet. If you did not receive a Yellow Proxy Form or need a new one, contact the Sierra Registry (see contact details on the inside back cover of this Scheme Booklet).

Before the Option Scheme can become Effective, it must be approved at each Option Scheme Meeting by:

(i) a majority in number of eligible Sierra Optionholders who vote at the meeting; and
(ii) eligible Sierra Optionholders whose Sierra Options amount to at least 75% of the total value of relevant Sierra Options held by the Sierra Optionholders who vote at the meeting (the "value" of an option will be determined by reference to the value of the Option Scheme Consideration).

(e) Warranty by Sierra Optionholders

The Option Scheme provides that each Sierra Optionholder at 5.00pm on the Record Date is taken to have warranted to Sierra and RTG, and appointed and authorised Sierra as its attorney and agent to warrant to RTG, that:

(i) all their Sierra Options (including any entitlements and rights 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, legal or otherwise, and, subject only to the relevant option terms, restrictions on transfer of any kind; and
(ii) subject only to the relevant option terms, they have full power and capacity to deal with their Sierra Options together with any rights attaching to those options.

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9.5 Directors’ recommendations and voting intentions

The Directors unanimously recommend that Sierra Securityholders vote in favour of the Schemes at the Scheme Meetings, in the absence of a Superior Proposal. The reasons for this recommendation, as well as other relevant considerations, are set out in section 3.2. See also section 3.3 for an explanation of why Sierra Securityholders may consider voting against the Schemes and section 7 for potential risk factors.

Each Director intends to vote in favour of the Scheme(s) relevant to him in relation to the Sierra Securities held by him or on his behalf at the time of the Scheme Meetings, in the absence of a Superior Proposal. The interests of Directors in the marketable securities of Sierra are set out in section 12.5.

At the date of this Scheme Booklet, no Director is aware of any Superior Proposal.

9.6 Independent Expert’s conclusions

Sierra commissioned the Independent Expert, to prepare a report on the Schemes to ascertain whether the Merger is in the best interests of Sierra Shareholders and in the best interests of Sierra Optionholders.

The Independent Expert has concluded that:

(a) the Share Scheme is not fair but reasonable and, therefore, in the best interests of Sierra Shareholders; and
(b) the Option Scheme is not fair but reasonable and, therefore, in the best interests of Sierra Optionholders.

The Independent Expert assessed the value of the Scheme Consideration as being less than the full underlying value of Sierra Shares and Sierra Options and is therefore not "fair" when assess on the basis of existing ASIC Policy. However, the Independent Expert noted that the Schemes are nevertheless "reasonable" despite not being "fair" after considering other factors associated with the Merger. See Annexure 1 for a copy of the Independent Expert's Report.

9.7 Additional matters to be considered by Sierra Optionholders

(a) Exercise of Sierra Options

As a Sierra Optionholder, you can participate in the Share Scheme in lieu of participating in the Option Scheme by exercising your Sierra Options. Alternatively, you may wish to exercise your Sierra Options and then sell the Sierra Shares that will be issued to you on ASX on or before the Effective Date of the Share Scheme. In deciding what you should do, you should consider the following matters.

(i) The value of exercising your Sierra Options compared with the value of the Option Scheme Consideration. In determining the value of exercising an option, you should compare the exercise price of the option with:
(A) the prevailing Sierra Share price; and

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(B) the value of the Share Scheme Consideration.
(ii) The tax consequences of exercising your Sierra Options and having the Sierra Shares that will be issued to you transferred under the Share Scheme or sold on ASX compared with the tax consequences of receiving the Option Scheme Consideration. As these tax consequences will vary depending on your individual circumstances, you should consider your own tax position and the tax implications of the Option Scheme.
(iii) The risk factors described in this Scheme Booklet (see section 7).
(iv) Whether the Schemes have become Effective.

If you already hold Sierra Shares, you should also consider what impact the exercise of your Sierra Options will have on your eligibility to qualify as a Small Securityholder and, therefore, participate in the Sale Facility (see sections 10.5 and 10.6 for information on the Sale Facility).

To exercise your Sierra Options in time to participate in the Share Scheme, a valid exercise notice in respect of the Sierra Options you wish to exercise and payment of the relevant exercise price in clear funds must be received by Sierra at its registered office in Australia before 5.00pm on the Business Day before the Record Date for the Share Scheme. You may not exercise any of your Sierra Options after this time (assuming the Option Scheme becomes Effective) and your Sierra Options will be transferred to RTG on the Implementation Date for the Option Scheme. If the Option Scheme does not become Effective, but the Share Scheme becomes Effective, your Sierra Options will not be transferred to RTG and you will continue to hold them, subject to RTG's right to compulsorily acquire them (see below).

You should consult the rules governing your Sierra Options for information on the procedures for exercising them. A copy of the applicable rules can be obtained from Sierra's Company Secretary on (08) 9322 6322, (from within Australia) or +61 8 9322 6322 (from outside Australia).

Following receipt of a valid exercise notice and clear funds, Sierra will:

(A) issue the relevant number of Sierra Shares to you; and
(B) cause your name and address to be entered in the Sierra Share Register as the holder of those Sierra Shares and a holding statement to be despatched to you.

(b) Compulsory acquisition

If the Option Scheme does not become Effective, but the Share Scheme becomes Effective, RTG may become entitled to, and may (although reserves the right not to), compulsorily acquire outstanding Sierra Options under Part 6A.2 of the Corporations Act for a cash amount only. In order to compulsorily acquire Sierra Options, RTG must prepare and issue a notice in the form prescribed by the Corporations Act within six months from the Implementation Date of the Share Scheme. That notice must be accompanied by an expert’s report on whether the proposed terms of the compulsory acquisition give a fair value for the securities concerned.

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A Sierra Optionholder may object to compulsory acquisition of their Sierra Options. If Sierra Optionholders who hold at least 10% of outstanding Sierra Options validly object to the compulsory acquisition, RTG will not be able to compulsorily acquire any of the outstanding Sierra Options unless it applies for and is granted a court approval of the compulsory acquisition, and such approval may only be granted by the court where RTG establishes that the Sierra Optionholders will receive fair value for their Sierra Options. In accordance with the Corporations Act, RTG would be required to bear the legal costs of any proper and reasonable objection made by a Sierra Optionholder.

9.8 Second Court Hearing

To become Effective, a Scheme must be approved by the Court at the Second Court Hearing.

If the Share Scheme is approved by the requisite majorities of Sierra Shareholders, and all other Conditions Precedent to the Share Scheme (other than its approval) have been satisfied or waived, Sierra will apply to the Court for orders approving the Share Scheme at the Second Court Hearing.

If the Option Scheme is approved by the requisite majorities of Sierra Optionholders, and all other Conditions Precedent to the Option Scheme (other than its approval and approval of the Share Scheme) have been satisfied or waived, Sierra will apply to the Court for orders approving the Option Scheme at the Second Court Hearing.

Each Sierra Shareholder has the right to seek leave to appear at the Second Court Hearing and be heard in respect of the Share Scheme and each Sierra Optionholder has the right to seek leave to appear at the Second Court Hearing and be heard in respect of the Option Scheme.

The Court may refuse to approve a Scheme, even if it is approved by the requisite majorities of Sierra Securityholders.

9.9 Effective Date (suspension of trading in Sierra)

If the Court approves a Scheme, Sierra will lodge a copy of the orders of the Court approving the Scheme with ASIC. The Scheme will become Effective on the date that lodgement occurs. This date is the Effective Date of the Scheme.

Upon a Scheme becoming Effective, the Scheme will bind Sierra and all Scheme Shareholders (in the case of the Share Scheme) and all Scheme Optionholders (in the case of the Option Scheme), including those who do not attend a relevant Scheme Meeting or who do not vote at the Scheme Meeting or who vote against the Scheme at the Scheme Meeting.

Upon a Scheme becoming Effective, Sierra will give notice of those events to ASX. It will also apply to ASX for trading in Sierra Shares and Sierra Options to be suspended from the close of trading on the Effective Date.

9.10 RTG Share Consolidation

Subject to the receipt of necessary consents and approvals for the RTG Share Consolidation and the Share Scheme becoming Effective, RTG intends to implement the RTG Share Consolidation which will be a share consolidation of every ten (10) RTG Shares on issue into one (1) consolidated RTG Share. RTG intends to conduct the RTG Share Consolidation prior to the Implementation Date and the issue

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of any Scheme Consideration. Accordingly, the Scheme Consideration received by Sierra Shareholders and Sierra Optionholders will likely be on a post RTG Share Consolidation basis as outlined in sections 9.3(c)(ii) and 9.4(c)(ii).

If RTG does not complete RTG Share Consolidation prior to the Implementation Date, you will be issued the Scheme Consideration on a pre RTG Share Consolidation basis as outlined in sections 9.3(c)(i) and 9.4(c)(i). After the Implementation Date you will be a holder of RTG Shares and RTG Options and RTG will inform you if it conducts the RTG Share Consolidation.

9.11 Record Date

The Record Date for a Scheme that becomes Effective is 5.00pm on the date which is three Business Days after the Effective Date for that Scheme.

(a) Determination of persons entitled to Scheme Consideration

Only Sierra Securityholders whose names appear on the Sierra Share Register or the Sierra Option Register (as applicable) at 5.00pm on the Record Date for a Scheme will be entitled to receive the Scheme Consideration under that Scheme.

(b) Dealings in Sierra Securities on or prior to a Record Date

(i) Sierra Shares

For the purposes of determining a persons entitled to Share Scheme Consideration, dealings in Sierra Shares will be recognised by Sierra provided that:

(A) in the case of dealings of the type to be effected through CHESS, the transferee is registered as the holder of the relevant Sierra Shares on or before 5.00pm on the Record Date for the Share Scheme;
(B) in the case of the exercise of any Sierra Options, a valid exercise notice in respect of the Sierra Options and payment of the relevant exercise price in clear funds is received by Sierra at its registered office in Australia before 5.00pm on the Business Day before the Record Date for the Share Scheme (in which case Sierra will issue the Sierra Shares to which the exercise notice refers and cause the Sierra Optionholder to be entered in the Sierra Share Register before 5.00pm on the Record Date for the Share Scheme); and
(C) in all other cases, registrable transfers or transmission applications in respect of those dealings are received by the Sierra Registry before 5.00pm on the Business Day before the Record Date for the Share Scheme (in which case Sierra will cause such transfers to be registered before 5.00pm on the Record Date for the Share Scheme).

Sierra will not recognise, for the purpose of establishing who is entitled to Share Scheme Consideration, any exercise notice in respect of Sierra Options or any transmission application or transfer in respect of Sierra Shares received after these times.

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(ii) Sierra Options

For the purposes of determining a persons entitled to Option Scheme Consideration, dealings in Sierra Options will be recognised by Sierra provided that:

(A) in the case of dealings of the type to be effected through CHESS, the transferee is registered as the holder of the relevant Sierra Options on or before 5.00pm on the Record Date for the Option Scheme;
(B) in all other cases, registrable transfers or transmission applications in respect of those dealings are received by the Sierra Registry before 5.00pm on the Business Day before the Record Date for the Option Scheme (in which case Sierra will cause such transfers to be registered before 5.00pm on the Record Date for the Option Scheme).

Sierra will not accept for registration, or recognise for the purpose of establishing who is entitled to Option Scheme Consideration, any transmission application or transfer in respect of Sierra Options received after this time.

(c) Dealings in Sierra Securities after a Record Date

At 5.00pm on the Record Date for the Share Scheme (in the case of Sierra Shares) and at 5.00pm on the Record Date for the Option Scheme (in the case of Sierra Options):

(i) all statements of holding or certificates in respect of Sierra Securities (as applicable) cease to have effect as documents of title in respect of such Sierra Securities; and
(ii) each entry on the Sierra Share Register or Sierra Option Register (as applicable) at that date will cease to have any effect other than as evidence of entitlement to Scheme Consideration,

and, if the Option Scheme has not become Effective, Sierra Optionholders who exercise their options after 5.00pm on the Business Day before the Record Date for the Share Scheme.

9.12 Implementation Date

The Implementation Date for a Scheme is the date which is five Business Days after the Record Date for that Scheme.

On the Implementation Date for a Scheme, RTG must:

(a) issue RTG Shares and RTG Options to CDN in sufficient number to support the issue by CDN of RTG CDIs and RTG Option CDIs to Sierra Securityholders entitled to them and cause the name and address of CDN to be recorded in the RTG Share Register and RTG Option Register (as applicable);
(b) cause RTG CDIs and RTG Option CDIs to be issued by CDN to Sierra Securityholders entitled to them and cause their names and addresses to be recorded in the RTG CDI Register and RTG Option CDI Register;

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(c) issue RTG Shares and RTG Options to Sierra Securityholders entitled to them and cause their names and addresses to be recorded in the RTG Share Register and RTG Option Register (as applicable); and
(d) issue RTG Shares and RTG Options to the Sale Agent as nominee in trust for the Sale Facility Participants in an amount that would otherwise have been issued as Scheme Consideration to Sale Facility Participants and cause the name and address of the Sale Agent to be recorded in the RTG Share Register and RTG Option Register (as applicable).

In the case of each Sierra Shareholder entitled to RTG CDIs and RTG Option CDIs:

(a) if they held their Sierra Shares on the CHESS subregister of the Sierra Share Register, the RTG CDIs and RTG Option CDIs issued to them will be recorded on the CHESS subregister of the RTG CDI Register and RTG Option CDI Register (as applicable); and
(b) if they held their Sierra Shares on the issuer sponsored subregister of the Sierra Share Register, the RTG CDIs and RTG Option CDIs issued to them will be recorded on the issuer sponsored subregister of the RTG CDI Register and RTG Option CDI Register (as applicable).

In the case of each Sierra Optionholder entitled to RTG CDIs and RTG Option CDIs:

(a) if they held their Sierra Options on the CHESS subregister of the Sierra Option Register, the RTG CDIs and RTG Option CDIs issued to them will be recorded on the CHESS subregister of the RTG CDI Register and RTG Option CDI Register (as applicable); and
(b) if they held their Sierra Options on the issuer sponsored subregister of the Sierra Option Register, the RTG CDIs and RTG Option CDIs issued to them will be recorded on the issuer sponsored subregister of the RTG CDI Register and RTG Option CDI Register (as applicable).

In the case of Sierra Shares or Sierra Options held in joint names, the Scheme Consideration will be issued to, and registered in the names of, the joint holders, and holding statements will be sent to holders whose name appears first on the Sierra Share Register or Sierra Option Register (as applicable) at 5.00pm on the Record Date of the Scheme (as applicable).

Once the relevant Scheme Consideration has been issued:

(a) in the case of the Share Scheme, all Sierra Shares at 5.00pm on the Record Date will be transferred to RTG; and
(b) in the case of the Option Scheme, all Sierra Options at 5.00pm on the Record Date will be transferred to RTG,

without any need for further actions by Sierra Securityholders.

9.13 Despatch of holding statements and DRS advices

RTG expects to despatch holding statements (for RTG CDIs and RTG Option CDIs) and DRS advices (for RTG Shares and RTG Options) to Sierra Securityholders entitled to them as soon as practicable and, in any event, not less than five Business Days after the Implementation Date.

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9.14 Commencement of trading in RTG CDIs and RTG Option CDIs on ASX and RTG Shares and RTG Options on TSX

Trading in RTG CDIs and RTG Option CDIs on ASX is expected to commence on a normal settlement basis on 5 June 2014. The actual dates will be announced by ASX and published on the Sierra website www.sierramining.com.au.

Trading in RTG Shares and RTG Options on TSX is expected to commence at local times on the Implementation Date (currently 4 June 2014). The actual date will be announced by RTG and published on the Sierra website or RTG’s website www.rtgmining.com.

The exact number of RTG Securities to be issued to Sierra Securityholders will not be known until after the Record Date and will not be confirmed to them until they receive their holding statement (for RTG CDIs and RTG Option CDIs) or DRS advice (for RTG Shares and RTG Options) following the Implementation Date. It is the responsibility of Sierra Securityholders to confirm their holdings of RTG Securities before they trade them to avoid the risk of committing to sell more than will be issued to them.

9.15 Delisting of Sierra

Following the Implementation Date, Sierra will request ASX to end official quotation of Sierra Shares and Sierra Options and remove Sierra from the official list of ASX, subject to satisfaction of conditions under the ASX Listing Rules (as modified or waived).

9.16 Appointment of RTG nominees as Sierra Directors

If the Share Scheme becomes Effective, Sierra must appoint additional Directors so that the majority of its directors are RTG nominees. Then, on or before the Implementation Date, it must ensure that:

(a) all of its existing directors resign; and
(b) directors on the boards of each Sierra group member resign and are replaced by RTG nominees.

9.17 Conditions Precedent to the Schemes

The Schemes can only be implemented if each Condition Precedent is satisfied or, to the extent applicable, waived in accordance with the Scheme Implementation Deed.

See below for information concerning the Conditions Precedent and the status of their satisfaction at the date of this Scheme Booklet. Full details of the Conditions Precedent, the ability of Sierra and RTG to rely on them, and the provisions relating to their satisfaction or waiver are set out in clause 3 of the Scheme Implementation Deed (see Annexure 3).

At the date of this Scheme Booklet, neither Sierra nor RTG is aware of any reason why the Conditions Precedent will not be satisfied.

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(a) Conditions Precedent that cannot be waived

(i) Conditional approval from TSX to the listing of the RTG Shares and RTG Options issued pursuant to the Schemes, subject only to the satisfaction of customary listing conditions and to each Scheme becoming Effective.
(ii) Scheme Shareholders agree to the Share Scheme at the Share Scheme Meeting by the requisite majorities.
(iii) Scheme Optionholders agree to the Option Scheme at the Option Scheme Meeting by the requisite majorities.
(iv) RTG Shareholders agree to the issue of the RTG Shares and RTG Options issued pursuant to the Schemes.
(v) The Court approves the Schemes.
(vi) No order issued by, or other material legal restraint or prohibition imposed by, any court or government agency preventing the Merger is in effect at 8.00am on the Second Court Date for the Schemes.
(vii) The Share Scheme becomes Effective.

(b) Conditions Precedent that can only be waived by the agreement of both Sierra and RTG

(i) Such ASIC consents, approvals or other acts which Sierra and RTG agree are reasonably necessary to implement the Schemes.
(ii) Such ASX consents, approvals, waivers or other acts which Sierra and RTG agree are reasonably necessary to implement the Schemes.
(iii) ASX providing in principle approval for RTG's admission to the official list of ASX and quotation of the RTG CDIs.
(iv) The Independent Expert concludes that the Schemes are not fair but reasonable and in the best interest of Sierra Shareholders and Sierra Optionholders (as applicable).

(c) Conditions Precedent that can only be waived by Sierra

(i) No RTG Prescribed Occurrence occurs between the date of the Scheme Implementation Deed and 8:00am on the Second Court Date for the Share Scheme. (See clause 1.1 of the Scheme Implementation Deed for the meaning of ‘RTG Prescribed Occurrence’.)
(ii) The representations and warranties of RTG in the Scheme Implementation Deed are true and correct in all material respects at the date of the Scheme Implementation Deed and at 8:00am on the Second Court Date for the Share Scheme.

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(d) Conditions Precedent that can only be waived by RTG

(i) No Sierra Prescribed Occurrence occurs between the date of the Scheme Implementation Deed and 8:00am on the Second Court Date for the Share Scheme (See clause 1.1 of the Scheme Implementation Deed for the meaning of "Sierra Prescribed Occurrence").
(ii) The representations and warranties of Sierra in the Scheme Implementation Deed are true and correct in all material respects at the date of the Scheme Implementation Deed and at 8:00am on the Second Court Date for the Share Scheme.
(iii) RTG is satisfied (acting reasonably) that the Option Scheme will become Effective on the date the Share Scheme becomes Effective.
(iv) RTG enters into binding agreements for the acquisition of Unlisted Sierra Options prior to the First Court Date.

9.18 End Date

A Scheme will lapse if it does not become Effective before the End Date (currently 31 July 2014).

Subject to the approval of Sierra Securityholders and the Court, it is currently anticipated that the Schemes will become Effective on or 23 May 2014.

If it becomes probable a Scheme will not become Effective by the End Date, Sierra and RTG are required under the Scheme Implementation Deed to consult in good faith to determine whether the Merger can proceed by way of alternative means, to extend the relevant time or date for satisfaction of the Conditions Precedent or to extend the End Date. If they are unable to reach agreement within five Business Days or by the End Date, this may allow one or both to terminate the Scheme Implementation Deed and the Merger will not proceed.

9.19 Exclusivity

Sierra has agreed to certain exclusivity provisions that restrict it from encouraging, or engaging with, the proponent of a Third Party Transaction.

(a) No shop

During the Exclusivity Period, Sierra must not, and must ensure that none of its representatives, solicit or invite enquiries, discussions or proposals in relation to, or which may reasonably be expected to lead to, a Third Party Transaction, or communicate to any person an intention to do so.

(b) No talk

During the Exclusivity Period, Sierra must not, and must ensure that none of its representatives:

(i) negotiate, enter into or participate in negotiations or discussions with any person; or

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(ii) communicate any intention to do any of these things,

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

(c)

No due diligence

During the Exclusivity Period, Sierra must not make available or permit any person to receive any non‐public information relating to the Sierra, its business and operations which might reasonably be expected to lead to a Third Party Transaction or the Merger not completing.

(d) Exceptions to exclusivity

The "no talk", "no shop" and "no due diligence" restrictions do not apply to any action in relation to a Third Party Transaction where the Directors determine that:

(i) after receiving advice from its legal advisors, that not undertaking that action not undertaking that act would constitute a breach of directors' duties or would otherwise be to be unlawful; and
(ii) after receiving advice from its legal and financial advisors, the Third Parry Transaction is, or may reasonably be expected to lead to, a Superior Proposal to the Merger.

(e) Equal access to information

If during the Exclusivity Period, Sierra provide information to any person in connection with or for the purposes of a current or future Third Party Transaction, Sierra must promptly provide that information to RTG, to the extent RTG does not already have that information.

(f) Obligation to notify RTG

Sierra must immediately notify RTG if it becomes aware of any of a variety of matters relating to a Third Party Transaction, including:

(i) the identity of the relevant third party; and
(ii) details of the Third Party Proposal.

Sierra can only enter into a binding agreement to undertake a Third Party Transaction or change its recommendation in favour of the Merger or publicly recommend a Third Party Transaction, if:

(i) Sierra provides RTG with:
(A) the identity of the relevant third party;
(B) the material terms of the proposed Third Party Transaction; and
(C) any material due diligence information provided to the relevant third party that has not been either publicly disclosed or previously provided to RTG,

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(ii) The Directors have determined:
(A) after consultation with its financial advisors, that the Third Party Transaction is a Superior Proposal; and
(B) after receiving independent legal advice, are required to respond to the Third Party Transaction to comply with fiduciary and statutory obligations, and
(iii) give RTG five Business Days to match or provide a Superior Proposal to the Third Party Transaction.

9.20 Break fees

(a) Overview

Under the Scheme Implementation Deed, Sierra and RTG acknowledged to each other that, if they enter the Scheme Implementation Deed and the Schemes are subsequently not implemented in certain circumstances, the other will incur significant costs, including significant opportunity costs.

Each has requested provision be made for the payment of a break fee (without which it would not have entered into the Scheme Implementation Deed or otherwise agreed to implement the Schemes) by the other and, in turn, confirmed that:

(i) it believes the implementation of the Schemes will provide significant benefits to it and its shareholders (and optionholders in the case of Sierra), such that it is reasonable and appropriate for it to agree to its break fee in order to secure the participation of the other in the Merger; and
(ii) its break fee represents a genuine and reasonable estimate of costs and loss that would be suffered by the other if the Share Scheme was not implemented.

(b) Sierra Break Fee

Sierra has agreed to pay a break fee of A$150,000 (plus GST if applicable) to RTG if:

(i) a member of the Sierra Board withdraws or adversely modifies his support of the Schemes or his recommendation that Sierra Shareholders and Sierra Optionholders vote in favour of the Schemes, or makes a public statement that he no longer supports the Schemes or that he supports a Third Party Transaction, other than as a result of:
(A) the first report of the Independent Expert (but not subsequent reports or updates to that report) concluding that the Share Scheme or Option Scheme is not in the best interests of Scheme Shareholders or Scheme Optionholders (as applicable) (other than as a result of a Third Party Transaction);
(B) any matter or thing giving Sierra the right to terminate the Scheme Implementation Deed in the circumstances specified in clauses 13.1(a)(i), 13.1(c) and 13.2(b) of the Scheme Implementation Deed; or

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(C) failure of a Condition Precedent, other than a result of Sierra failing to use its reasonable endeavours to procure that certain Conditions Precedent are satisfied (as contemplated in clause 3.3 of the Scheme Implementation Deed);
(ii) a Third Party Transaction is announced before 31 July 2014 and within one year of that announcement the relevant third party or an associate of the third party completes a certain Third Party Transaction (as specified in paragraph (a), (c) or (d) of the definition of ‘Third Party Transaction’ in clause 1.1 of the Scheme Implementation Deed) and merges with Sierra or acquires a relevant interest in at least 50% of Sierra Shares; or
(iii) RTG terminates the Scheme Implementation Deed because:
(A) Sierra has materially breached certain terms;
(B) a Sierra Prescribed Occurrence occurs before 8.00am on the Second Court Date for the relevant Scheme; or
(C) Sierra has breached a representation and warranty in the Scheme Implementation Deed that is not rectified within five Business Days or before the Second Court Date (whichever is the earlier) and the loss that could reasonably be expected to follow from the breach exceeds A$5,000,000 in aggregate,

and the Merger does not complete.

(c) RTG Break Fee

RTG has agreed to pay a break fee of A$150,000 (plus GST if applicable) to Sierra if Sierra terminates the Scheme Implementation Deed because:

(i) RTG has materially breached any provision (other than certain provisions specified in clause 13.1(a)(i) of the Scheme Implementation Deed);
(ii) a RTG Prescribed Occurrence (each as defined in the Scheme Implementation Deed) occurs before 8.00am on the Second Court Date for the relevant Scheme; or
(iii) RTG has breached a representation and warranty in the Scheme Implementation Deed that is not rectified within five Business Days or before 5.00pm on the Business Day before the Second Court Date for the Share Scheme (whichever is earlier) and the loss that could reasonably be expected to follow from the breach exceeds A$5,000,000 (plus GST if applicable) in aggregate,

and the Merger does not complete.

9.21 Termination rights

Either Sierra or RTG may terminate the Scheme Implementation Deed in the following circumstances:

(a) the other party has materially breached a provision (subject to notice and applicable grace periods);

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(b) at any time before 8.00am on the Second Court Date for the Scheme, if a court or government agency permanently restrains or otherwise prohibits the Merger, or refuses to do anything necessary to permit the Merger, and the action or refusal has become final and cannot be appealed;
(c) unless waived, one or more Conditions Precedent to the Share Scheme cannot be satisfied within the relevant time specified in the Scheme Implementation Deed and Sierra and RTG cannot within five Business Days agree on an alternative method for proceeding with the Merger or an extension of the Second Court Date, the relevant time or the End Date; or
(d) the Sierra Board or a majority of the Sierra Board changes, withdraws or modifies its recommendation that Sierra Shareholders or Sierra Options vote in favour of the relevant Scheme where permitted to do so under the Scheme Implementation Deed and, if Sierra is terminating, it has paid the A$150,000 break fee to RTG (where applicable).

RTG may terminate the Scheme Implementation Deed if a Sierra Prescribed Occurrence occurs before 8.00am on the Second Court Date for the relevant Scheme.

Sierra may terminate the Scheme Implementation Deed if a RTG Prescribed Occurrence occurs before 8.00am on the Second Court Date for the relevant Scheme.

Each of Sierra and RTG has made certain representations and warranties to the other (see schedules 1 and 2 of the Scheme Implementation Deed). Before 8.00am on the Second Court Date for the relevant Scheme, either Sierra or RTG may (subject to notice and applicable grace periods) terminate the Scheme Implementation Deed for breach by the other of its representations and warranties if the loss that could reasonably be expected to follow from that breach exceeds, in the case of a breach by of A$5,000,000.

9.22 Arrangements for holders of unlisted Sierra Options
(a) Summary

Under the Scheme Implementation Deed, Sierra agreed to use all reasonable endeavours to procure that by no later the First Court Date, the holder of unlisted Sierra options enters into a binding agreement with RTG, conditional on the Schemes becoming Effective, under which the holder agrees to transfer those unlisted Sierra options to RTG.

As at the date of this Scheme Booklet, RTG has entered into binding agreements with each holder of unlisted Sierra options to acquire all of their unlisted Sierra options, conditional upon the Scheme becoming Effective before the End Date. These unlisted Sierra optionholders together hold 100% of the unlisted Sierra options on issue as detailed below.

On a pre‐RTG Share Consolidation basis, holders of unlisted Sierra options exercisable at:

(i) $0.20 each on or before 1 July 2014, will receive nine (9) RTG Shares (in the form of RTG CDIs) and one (1) RTG Option (in the form of a RTG Option CDI) for every nine (9) unlisted Sierra options held; and

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(ii) $0.25 each on or before 1 July 2015, will receive nine (9) RTG Shares (in the form of RTG CDIs) and one (1) RTG Option (in the form of a RTG Option CDI) for every 18 unlisted Sierra options held.

Details regarding the unlisted Sierra options held by or on behalf of Directors are set out in section 12.5.

(b) Unlisted Sierra options

As at the date of this Scheme Booklet, Sierra had the following unlisted Sierra options on issue:

Unlisted Sierra options Exercise Price	Expiry Date Number
$0.20 unlisted Sierra options $0.20 $0.25 unlisted Sierra options $0.25	1 July 2014 3,683,333 1 July 2015 8,333,334
Total number of unlisted Sierra options	12,016,667

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10. Scheme Consideration

10.1 Introduction

This section provides additional information regarding Scheme Consideration, including:

(a) for Sierra Shareholders, information about the calculation of Share Scheme Consideration (see section 10.2);
(b) for Sierra Optionholders, information about the calculation of Option Scheme Consideration (see section 10.3);
(c) for all Sierra Securityholders (other than Ineligible Foreign Securityholders), information about RTG Shares, RTG CDIs, RTG Options and RTG Option CDIs and how you can elect to receive Scheme Consideration in the form of RTG Shares and RTG Options rather than in the form of RTG CDIs and RTG Option CDIs (see section 10.4);
(d) for Small Securityholders under a Scheme, information about how you can elect to withdraw from participating in the Sale Facility and receive RTG CDIs and RTG Option CDIs or RTG Shares and RTG Options under that Scheme (see section 10.5);
(e) for Small Securityholders who participate in the Sale Facility and for all Ineligible Foreign Securityholders, information about how the Sale Facility operates (see section 10.5); and
(f) for Ineligible Foreign Securityholders, how their Scheme Consideration will be dealt with (see section 10.7).

10.2 Share Scheme Consideration

(a) Calculation

The Share Scheme Consideration comprises of:

(i) prior to the RTG Share Consolidation, three (3) RTG Shares (in the form of RTG CDIs) for every one (1) Sierra Share held together with one (1) RTG Option (in the form of a RTG Option CDI) for every three (3) Sierra Shares; and
(ii) after the RTG Share Consolidation, three (3) RTG Shares (in the form of RTG CDIs) for every ten (10) Sierra Shares held together with one (1) RTG Option (in the form of a RTG Option CDI) for every 30 Sierra Shares,

(b) Payment

If the Share Scheme becomes Effective and your name appears in the Sierra Share Register at 5.00pm on the Record Date for the Share Scheme:

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(i) subject to (ii) and (iii), you will receive Scheme Consideration for the Sierra Shares you are recorded as holding in the form of RTG CDIs and RTG Option CDIs with holding statements for your RTG CDIs and RTG Option CDIs to be sent to you as soon as practicable and, in any event, not later than five Business Days after the Implementation Date;
(ii) if you have made a valid election to receive RTG Shares and RTG Options rather than RTG CDIs and RTG Option CDIs or if RTG does not obtain admission to the official list of ASX, you will receive Scheme Consideration for the Sierra Shares you are recorded as holding in the form of RTG Shares and RTG Options with a DRS advice to be sent to you as soon as practicable and, in any event, not later than five Business Days after the Implementation Date; and
(iii) subject to obtaining the required relief from ASIC, if you are a Sale Facility Participant, the RTG Shares and RTG Options that would otherwise have been issued to you under (i) or (ii) will be issued to the Sale Agent, as your nominee in trust, for sale through the Sale Facility and you will receive a pro rata share of the net proceeds converted into Australian dollars from the sale of all RTG Shares and RTG Options sold through the Sale Facility (see section 10.5 for information on when you can expect to receive this payment).

10.3 Option Scheme Consideration

(a) Calculation

The Option Scheme Consideration comprises of:

(i) prior to the RTG Share Consolidation, two (2) RTG Shares (in the form of RTG CDIs) for every one (1) Sierra Option together with two (2) RTG Options (in the form of RTG Option CDIs) for every nine (9) Sierra Options; and
(ii) after the RTG Share Consolidation, two (2) RTG Shares (in the form of RTG CDIs) for every ten (10) Sierra Option together with two (2) RTG Options (in the form of RTG Option CDIs) for every 90 Sierra Options,

(b) Payment

If the Option Scheme becomes Effective and your name appears in the Sierra Option Register at 5.00pm on the Record Date for the Option Scheme:

(i) subject to (ii) and (iii), you will receive Scheme Consideration for the Sierra Options you are recorded as holding in the form of RTG CDIs and RTG Option CDIs with holding statements for your RTG CDIs and RTG Option CDIs to be sent to you as soon as practicable and in any event not later than five Business Days after the Implementation Date;

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(ii) if you have made a valid election to receive RTG Shares and RTG Options rather than RTG CDIs and RTG Option CDIs or if RTG does not obtain admission to the official list of ASX, you will receive Scheme Consideration for the Sierra Options you are recorded as holding in the form of RTG Shares and RTG Options and a DRS advice will be sent to you as soon as practicable and, in any event, not later than five Business Days after the Implementation Date; and
(iii) if you are a Sale Facility Participant, subject to obtaining the required relief from ASIC, the Scheme Consideration that would otherwise have been issued to you under (i) or (ii) will be issued to the Sale Agent, as your nominee in trust, for sale through the Sale Facility and you will receive a pro rata share of the net proceeds converted into Australian dollars from the sale of all Scheme Consideration sold through the Sale Facility (see section 10.5 for information on when you can expect to receive this payment).

10.4 RTG Share and RTG Option Election

Assuming RTG is admitted to the official list of ASX, you can elect to receive Scheme Consideration in the form of RTG Shares and RTG Options listed on TSX instead of RTG CDIs and RTG Option CDIs quoted on ASX, by making a Share Election. You should consider the information in this section before deciding whether to make a Share Election.

The decision whether to elect to receive RTG Shares and RTG Options listed on TSX (rather than RTG CDIs and RTG Option CDIs quoted on ASX) will depend on your individual circumstances. You should seek advice from your own financial, legal or other professional adviser before deciding whether to make this election.

If the Scheme(s) relevant to you becomes Effective, by default, you will receive Scheme Consideration in the form of RTG CDIs and RTG Option CDIs quoted on ASX, unless you are a Sale Facility Participant (see sections 10.5, 10.6 and 10.7) or you complete a Share Election Form in accordance with the instructions on that form (see section 10.4). However, if RTG does not obtain admission to the official list of ASX, and the Scheme(s) relevant to you becomes Effective, you will instead receive Scheme Consideration in the form of RTG Shares and RTG Options listed on TSX. At the date of this Scheme Booklet, RTG is not aware of any particular issues that would prevent it from obtaining admission to ASX.

(a) RTG Shares

RTG Shares are ordinary shares in the share capital of RTG. RTG Shareholders are entitled to one vote for each share on all matters to be on by shareholders at meetings of RTG Shareholders (except matters requiring the vote of a specified class or series voting separately as a class or series). On liquidation, dissolution or winding up of RTG, the holders of RTG Shares will be entitled to receive the property of RTG remaining after payment of all debts on a pro rata basis, but subject to rights, privileges, restrictions and conditions of any other class of shares issued by RTG. There are no pre‐emptive, redemption or conversion rights attaching to the RTG Shares. All RTG Shares, when issued, are and will be issued as fully paid and non‐ assessable shares without liability for further calls or to assessment.

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RTG Shares are listed on TSX. Accordingly, investors who wish to trade RTG Shares on the open market must do so on TSX (RTG Shares cannot be traded on ASX). Such trades must be undertaken through a broker entitled to trade on TSX. Not all Australian brokers are able to trade securities on TSX. RTG Shares are listed and traded on TSX in Canadian dollars. The Australian dollar value of RTG Shares will depend on the prevailing A$:C$ exchange rate from time to time.

(b) RTG CDIs

A CDI is a financial product quoted on ASX. CDIs represent an interest in the underlying security of the foreign company. This allows investors to trade interests in foreign securities by trading the relevant CDIs on ASX.

Each RTG CDI will represent one RTG Share and will confer a beneficial interest in that RTG Share.

RTG Shares represented by RTG CDIs will be held by CDN on behalf of the holders of RTG CDIs.

If RTG is admitted to the official list of ASX, RTG CDIs will be quoted and traded on ASX in Australian dollars. They will not be listed and will not be able to be traded on TSX.

The key features of RTG CDIs are summarised below.

(i) General

Except for certain differences noted below, the rights attaching to RTG CDIs are economically equivalent to the rights attaching to RTG Shares, and RTG will generally be required to treat holders of RTG CDIs as if they were the holders of the RTG Shares represented by those RTG CDIs. This means that economic benefits such as dividends, bonus issues and rights issues will generally flow through to holders of RTG CDIs as if they were the registered holders of the underlying RTG Shares.

(ii) Ratio

Each RTG CDI will represent one RTG Share held by CDN, a wholly owned subsidiary of ASX.

(iii) Voting

Holders of RTG CDIs will be sent notices of general meetings of RTG Shareholders at the same time as they are sent to RTG Shareholders.

As holders of RTG CDIs are not the registered holders of the RTG Shares represented by RTG CDIs, they will not be automatically entitled to vote in person at a general meeting of RTG Shareholders.

However, the holder of a RTG CDI can direct CDN to cast votes in a particular manner on their behalf or they can require CDN to appoint the holder (or a person nominated by the holder) as proxy to exercise the votes attaching to the RTG Shares represented by the holder’s RTG CDIs. In such latter case, a holder of a RTG CDI may, as proxy, attend

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and vote in person at a general meeting of RTG Shareholders. Save as mentioned in this paragraph, if a holder of a RTG CDI wishes to attend and vote in person at a general meeting of RTG Shareholders, the holder must first convert their RTG CDIs into the underlying RTG Shares in sufficient time before the record date for the meeting.

(iv) Takeovers

CDN must not accept a takeover offer in respect of any RTG Shares representing RTG CDIs except to the extent that holders of RTG CDIs have authorised CDN to accept the offer. It is CDN’s responsibility to ensure that the bidder processes those acceptances.

(v) Conversion of RTG CDIs into RTG Shares

Holders of RTG CDIs may at any time convert their RTG CDIs into RTG Shares listed on TSX by contacting:

(A) the RTG CDI subregistry (currently Computershare), if their RTG CDIs are held on the RTG CDI issuer sponsored subregister; or
(B) their broker, if their RTG CDIs are held on the RTG CDI CHESS subregister.

Requests for conversion will ordinarily be processed within one to three Business Days, although the time for conversion may take longer. Conversion is achieved by transferring the underlying RTG Shares from CDN to the holder of the RTG CDIs.

No trading of the underlying RTG Shares can take place on TSX until the conversion process has been completed.

(vi) Communications from RTG

RTG will communicate directly with holders of RTG CDIs with respect to corporate actions and will send notices and other documents (e.g. notices of meetings) to holders of RTG CDIs at the same time as they are sent to RTG Shareholders.

(vii) Trading

Following the listing of RTG CDIs on ASX, RTG CDIs can be traded on ASX. They will not be tradeable on TSX.

If a holder of RTG CDIs wishes to trade on TSX, they must convert the RTG CDIs into RTG Shares (see above).

(viii) Dividends

Dividend record and payment dates will be the same for RTG Shares and RTG CDIs.

Any cash dividends or distributions will be converted by RTG or its agent from Canadian dollars into Australian dollars, paid by RTG to the RTG CDI subregistry (currently Computershare) on trust for the holders of RTG CDIs (net of any currency conversion

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costs) and then paid directly to holders of RTG CDIs by the RTG CDI subregistry on the payment date.

Please note that RTG does not currently intend to pay any dividends. See section 6.1(b) for further details.

(ix) Evidence of ownership

If RTG CDIs are issued to you under a Scheme, you will receive a holding statement in respect of your RTG CDIs rather than a DRS advice for the underlying RTG Shares. Revised holding statements will be provided on a periodic basis if there is a change in the number of RTG CDIs held by you.

RTG CDIs may be held on an issuer sponsored subregister or on a CHESS subregister. If you receive RTG CDIs under the Share Scheme, you will receive them:

(A) on the RTG CDI issuer sponsored subregister, to the extent they are issued for Sierra Shares held on the Sierra issuer sponsored subregister; and
(B) on the RTG CDI CHESS subregister, to the extent they are issued for Sierra Shares held on the Sierra CHESS subregister.

(c) The principal differences between holding RTG CDIs and RTG Shares

The principal difference between holding a RTG CDI and holding a RTG Share is that the holder of a RTG CDI has, through CDN, an indirect, beneficial interest in the RTG Share underlying their RTG CDI instead of directly owning that RTG Share. This means that the holder of the RTG CDI is not the registered holder of the underlying RTG Share and therefore:

(i) cannot directly trade the underlying RTG Share; and
(ii) is a beneficial holder (rather than registered legal holder) of the underlying RTG Share.

As noted in this section, there are certain differences which you should take into account in determining whether to elect to receive Scheme Consideration in the form of RTG Shares instead of RTG CDIs.

As mentioned above under ‘Voting’, a holder of a RTG CDI cannot attend a RTG general meeting as a shareholder but can direct CDN how to vote or to appoint the holder as proxy.

(d)

RTG Options

RTG Options are rights to acquire one unissued RTG Share.

RTG Options are listed on TSX and accordingly can only be traded on TSX through a broker entitled to trade on TSX. Not all Australian brokers are able to trade securities on TSX. RTG Options are listed and traded on TSX in Canadian dollars. The Australian dollar value of RTG Options will depend on the prevailing A$:C$ exchange rate from time to time

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See section 6.3 for a summary of the RTG Options and RTG Option CDIs terms and conditions and the Option Indenture.

(e) RTG Option CDIs

Each RTG Option CDI will represent one RTG Option and will confer a beneficial interest in that RTG Option.RTG Options represented by RTG Option CDIs will be held by CDN on behalf of the holders of RTG Option CDIs.

If RTG is admitted to the official list of ASX, RTG Option CDIs will be quoted and traded on ASX in Australian dollars. They will not be listed and will not be able to be traded on TSX.

The key features of RTG CDIs are summarised below.

(i) General

Except for certain differences noted below, the rights attaching to RTG Option CDIs are economically equivalent to the rights attaching to RTG Options, and RTG will generally be required to treat holders of RTG Option CDIs as if they were the holders of the RTG Options represented by those RTG Option CDIs.

(ii) Ratio

Each RTG Option CDI will represent one RTG Option held by CDN, a wholly owned subsidiary of ASX.

(iii) Voting

Holders of RTG Option CDIs will be sent notices of general meetings of RTG Optionholders at the same time as they are sent to RTG Optionholders.

As holders of RTG Option CDIs are not the registered holders of the RTG Options represented by RTG Option CDIs, they will not be automatically entitled to vote in person at a general meeting of RTG Optionholders.

However, the holder of a RTG Option CDI can direct CDN to cast votes in a particular manner on their behalf or they can require CDN to appoint the holder (or a person nominated by the holder) as proxy to exercise the votes attaching to the RTG Options represented by the holder’s RTG Option CDIs. In such latter case, a holder of a RTG Option CDI may, as proxy, attend and vote in person at a general meeting of RTG Optionholders. Save as mentioned in this paragraph, if a holder of a RTG Option CDI wishes to attend and vote in person at a general meeting of RTG Optionholders, the holder must first convert their RTG Option CDIs into the underlying RTG Options in sufficient time before the record date for the meeting.

(iv) Takeovers

CDN must not accept a takeover offer in respect of any RTG Options representing RTG Option CDIs except to the extent that holders of RTG Option CDIs have authorised CDN

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to accept the offer. It is CDN’s responsibility to ensure that the bidder processes those acceptances.

(v) Conversion of RTG Option CDIs into RTG Options

Holders of RTG Option CDIs may at any time convert their RTG Option CDIs into RTG Options listed on TSX by contacting:

(A) the RTG Option CDI subregistry (Computershare), if their RTG Option CDIs are held on the RTG Option CDI issuer sponsored subregister; or
(B) their broker, if their RTG Option CDIs are held on the RTG Option CDI CHESS subregister.

No trading of the underlying RTG Options can take place on TSX until the conversion process has been completed.

(vi) Communications from RTG

RTG will communicate directly with holders of RTG Option CDIs with respect to corporate actions and will send notices and other documents (e.g. notices of meetings) to holders of RTG Option CDIs at the same time as they are sent to RTG Optionholders.

(vii) Trading

Following the listing of RTG Option CDIs on ASX, RTG Option CDIs can be traded on ASX. They will not be tradeable on TSX.

If a holder of RTG Option CDIs wishes to trade on TSX, they must convert the RTG Option CDIs into RTG Options (see above).

(viii) Evidence of ownership

If RTG Option CDIs are issued to you under a Scheme, you will receive a holding statement in respect of your RTG Option CDIs rather than a DRS advice for the underlying RTG Options. Revised holding statements will be provided on a periodic basis if there is a change in the number of RTG Option CDIs held by you.

RTG Option CDIs may be held on an issuer sponsored subregister or on a CHESS subregister. If you receive RTG Option CDIs under the Share Scheme, you will receive them:

(A) on the RTG Option CDI issuer sponsored subregister, to the extent they are issued for Sierra Shares held on the Sierra issuer sponsored subregister; and

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(B) on the RTG Option CDI CHESS subregister, to the extent they are issued for Sierra Shares held on the Sierra CHESS subregister.

(f) The principal differences between holding RTG Option CDIs and RTG Options

The principal difference between holding a RTG Option CDI and holding a RTG Option is that the holder of a RTG Option CDI has, through CDN, an indirect, beneficial interest in the RTG Option underlying their RTG Option CDI instead of directly owning that RTG Option. This means that the holder of the RTG Option CDI is not the registered holder of the underlying RTG Option and therefore:

(i) cannot directly trade the underlying RTG Option; and
(ii) is a beneficial holder (rather than registered legal holder) of the underlying RTG Option.

As noted in this section, there are certain differences which you should take into account in determining whether to elect to receive Scheme Consideration in the form of RTG Options instead of RTG Option CDIs.

As mentioned above under ‘Voting’, a holder of a RTG Option CDI cannot attend a RTG general meeting of optionholders as an optionholder but can direct CDN how to vote or to appoint the holder as proxy.

(g) RTG CDIs and RTG Option CDIs will be quoted on ASX and RTG Shares and RTG Options will be listed on TSX

RTG CDIs and RTG Option CDIs will be tradeable on ASX only. This has the advantage that RTG CDIs and RTG Option CDIs can be traded during Australian business hours using Australian brokers in prices quoted in Australian dollars.

However, see section 7 for a discussion of the liquidity of the market for RTG CDIs and the potential risk that they may trade at a discount to RTG Shares on TSX.

(h)

Exercise of shareholder and optionholder rights

As holders of RTG CDIs and RTG Option CDIs are not registered holders of the relevant RTG Securities, the rights attaching to RTG Shares and RTG Options which underlie their RTG CDIs and RTG Option CDIs respectively must be exercised by CDN. A holder of RTG CDIs or RTG Option CDIs may instruct CDN to exercise those rights on their behalf. In contrast, a registered holder of RTG Shares or RTG Options can directly exercise the rights attaching to their RTG Shares or RTG Options respectively in such manner as they choose.

(i) Conversion of RTG Shares into RTG CDIs

If you elect to receive RTG Shares instead of RTG CDIs, it is possible to later convert them into RTG CDIs (e.g. because you would like to trade on ASX). You should contact RTG’s Registry (Computershare) if you wish to convert your RTG Shares into RTG CDIs.

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(j) Conversion of RTG Options into RTG Option CDIs

If you elect to receive RTG Options instead of RTG Option CDIs, it is possible to later convert them into RTG Option CDIs (e.g. because you would like to trade on ASX). You should contact RTG’s Registry (Computershare) if you wish to convert your RTG Options into RTG Option CDIs.

(k) How to make a Share Election

To make a Share Election, you should contact the Sierra Registry (see contact details on the inside back cover of this Scheme Booklet) and ask them to send you a Share Election Form. You should then complete and return the Share Election Form in accordance with the instructions on that form. The deadline for receipt of Share Election Forms by the Sierra Registry is 5.00pm on the Record Date (currently 28 May 2014). If RTG is admitted to the official list of ASX, and you do not make a valid Share Election by 5.00pm on the Record Date, you will receive RTG CDIs and RTG Option CDIs to be quoted on ASX by default.

Unless you are a trustee or nominee:

(i) you may only make a Share Election under a Scheme in respect of all your Scheme Shares under that Scheme; and
(ii) if you make a Share Election under a Scheme, it will be deemed to apply to all your Scheme Shares under that Scheme regardless of whether the number of relevant Sierra Shares you hold at 5.00pm on the Record Date of the Scheme is greater or less than the number you held at the time you made your election.

Election by trustees and nominees

If you hold one or more parcels of Sierra Shares or Sierra Options as trustee or nominee for, or otherwise on account of, another person, to reflect the fact that some of your beneficiaries may prefer to receive Scheme Consideration in the form of RTG CDIs and RTG Option CDIs while others may prefer to receive Scheme Consideration in the form of RTG Shares and RTG Options you may do so by establishing separate holdings and electing the appropriate form of Scheme Consideration. Your election will apply to all your holding. However, you may not accept instructions from a beneficiary to make a Share Election unless it is in respect of the Scheme Consideration attributable to all parcels of Sierra Shares or Sierra Options held by you on behalf of that beneficiary.

Variation or withdrawal of a Share Election

You may vary or withdraw a Share Election by following the instructions on the Share Election Form. The deadline for receipt by the Sierra Registry of instructions to vary or withdraw a Share Election is 5.00pm on the Record Date. If your valid instructions are not received by this time, you will receive RTG Shares and RTG Options listed on TSX in accordance with your then current Share Election.

10.5 Sale Facility

Subject to obtaining the required relief from ASIC, if you are a Sale Facility Participant, the Scheme Consideration that would otherwise have been issued to you ( Sale Facility Securities ) will be issued

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to the Sale Agent, as your nominee in trust, for sale through the Sale Facility and you will receive a pro rata share of the net proceeds converted into Australian dollars from the sale of all Scheme Consideration sold through the Sale Facility.

RTG will establish the Sale Facility, and appoint itself or another person(s), (after consultation with Sierra) as Sale Agent, to sell the Sale Facility Securities under the Sale Facility.

The Sale Agent must sell the Sale Facility Securities under the Sale Facility within 8 weeks after the Implementation Date.

The Sale Agent may sell the Sale Facility Securities in the ordinary course of trading on ASX and/or TSX and otherwise in such manner, at such price or prices and on such other terms as the Sale Agent determines in good faith. RTG CDIs and RTG Option CDIs or RTG Shares and RTG Options, as applicable, will be sold on market on ASX and/or TSX (with proceeds received by the Sale Agent in C$ or A$).

Following the last sale of Sale Facility Securities under the Sale Facility, the Sale Agent must

(i) deduct any applicable brokerage costs (up to 1%) and any applicable taxes and currency conversion costs;
(ii) convert the proceeds received from Sale Facility Securities sales in C$ into A$ within five Trading Days and pay the converted A$ amount to the RTG Registry within a further one Trading Day; and
(iii) instruct the RTG Registry to despatch payment of each Sale Facility Participant’s pro rata share of the converted A$ amount (rounded up to the nearest cent) ( Sale Facility Participant’s Proceeds ) within seven Business Days.

Payment of the Sale Facility Participant’s Proceeds is in full satisfaction of the Sale Facility Participants’ rights under the Share Scheme or the Option Scheme (as applicable).

The cash amount received as the Sale Facility Participant’s Proceeds will depend on the price at which the Sale Facility Securities can be sold under the Sale Facility by the Sale Agent at the relevant time, applicable exchange rates and the amount of any applicable taxes and currency conversion costs incurred (with respect to the sale of RTG Shares and RTG Options) by the Sale Agent in connection with sales under the Sale Facility.

A brokerage fee of no more than 1% may be payable in relation to Scheme Consideration sold through the Sale Facility

A Sale Facility Participant’s pro rata share of the Sale Facility proceeds may be more or less than the value of the Share Scheme Consideration or Option Scheme Consideration, as applicable, which that Sale Facility Participant would have received had they not been Sale Facility Participants. The market price of RTG CDIs and RTG Option CDIs, and RTG Shares and RTG Options is subject to change from time to time.

None of Sierra, RTG or the Sale Agent gives any assurance as to the price that will be achieved for the sale of Sale Facility Securities by the Sale Agent under the Sale Facility.

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10.6 Small Securityholders

(a) Summary

Subject to ASIC granting the required relief, unless a Small Securityholder elects to withdraw from the Sale Facility, its entitlement to Scheme Consideration under the Schemes will be issued to the Sale Agent, as their nominee in trust.

(b) Small Securityholders

A Small Securityholder is a Scheme Shareholder or a Scheme Optionholder who will receive an aggregate of 9,000 or less RTG Shares under the Schemes.

For instance, this will include:

(i) any Sierra Shareholder who holds 3,000 or less Sierra Shares and no Sierra Options; or
(ii) any Sierra Optionholder who holds 4,500 or less Sierra Options and no Sierra Shares.

Based on the preferred values ascribed to a RTG Share in the Independent Expert’s Report, an unmarketable parcel of RTG Shares is 9,000 or less RTG Shares.

Small Securityholders may elect to withdraw from participating in the Sale Facility and be issued with RTG CDIs and RTG Option CDIs quoted on ASX or RTG Shares and RTG Options listed on TSX on implementation of the Schemes.

(c) How to withdraw from Sale Facility

Small Securityholders may:

(i) do nothing, in which case they will become Sale Facility Participants and their entitlement to Scheme Consideration under the Schemes will be dealt with under the Sale Facility; or
(ii) elect not to participate in the Sale Facility (in accordance with the requirements set out below) and receive their entitlement to Scheme Consideration under the Schemes. Small Security Holders who make this election may also elect whether to have receive securities listed on ASX or TSX.

Small Securityholders may withdraw from participating in the Sale Facility by completing and returning a Sale Facility Election Form (available from Sierra’s Registry) in accordance with the instructions on that form, indicating whether they wish to receive their Scheme Consideration as RTG CDIs and RTG Option CDIs quoted on ASX or RTG Shares and RTG Options listed on TSX.

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If you hold both Sierra Shares and Sierra Options, you can elect to withdraw from participating in the Sale Facility in respect of either your Sierra Shares or Sierra Options, or both.

The deadline for receipt of Sale Facility Election Forms by the Sierra Registry is 5.00pm on the Record Date (expected to be 28 May 2014).

If you do not make a valid election to withdraw from participating in the Sale Facility by completing a Sale Facility Election Form by 5.00pm on the Record Date, your Scheme Consideration will be issued to the Sale Agent to be dealt with under the Sale Facility.

(d) Information on RTG market prices

RTG is currently listed on TSX (Code: RTG) and its market price from time to time can be obtained on the website of various services providers including: http://web.tmxmoney.com/quote.

(e) Varying withdrawal and electing to participate in the Sale Facility

If you have withdrawn from participating in the Sale Facility, you may elect to re‐participate in the Sale Facility by withdrawing your Sale Facility Election Form by following the instructions on the forms. The deadline for receipt by the Sierra Registry of instructions to withdraw a Sale Facility Election Form is 5.00pm on the Record Date.

10.7 Sierra Securityholders outside Australia

Restrictions in certain jurisdictions outside Australia may make it impractical or unlawful for RTG Shares, RTG CDIs, RTG Options or RTG Option CDIs to be issued under a Scheme to, or received under a Scheme by, RTG Securityholders in those jurisdictions.

Any Scheme Shareholder or Scheme Optionholder whose address as shown in the Sierra Share Register or the Sierra Option Register (as the case may be) at 5.00pm on the Record Date is outside of Australia and its external territories, New Zealand or Canada, will be regarded as an Ineligible Foreign Securityholder for the purposes of the Share Scheme or Option Scheme (as the case may be), unless RTG determines in its absolute discretion that it is lawful and not unduly onerous or impracticable to issue RTG Shares, RTG CDIs, RTG Options or RTG Option CDIs to the Scheme Shareholder or Scheme Optionholder when the Share Scheme or the Option Scheme (as the case may be) becomes Effective.

Ineligible Foreign Securityholders will not receive RTG CDIs and RTG Option CDIs or be entitled to make an election to receive RTG Shares and RTG Options. Instead, all Ineligible Foreign Securityholders will be Sale Facility Participants and have their entitlement to RTG Shares and RTG Options issued to the Sale Agent, to be dealt with under the Sale Facility (see section 10.5 for more information about the Sale Facility).

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11. Australian Taxation Implications

This section provides general comments on the Australian tax consequences for Sierra Securityholders arising from the disposal of their Sierra Shares or Sierra Options under the Schemes. Sierra Securityholders should obtain, and only rely upon, their own professional taxation advice about the consequences of:

(a) disposing of Sierra Shares or Sierra Options for RTG CDIs and RTG Option CDIs or RTG Shares and RTG Options; or
(b) participating in the Sale Facility (as applicable),

having regard to their own specific circumstances.

The comments below on income tax are based on the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth) (collectively referred to as the Tax Act ) and relevant ATO pronouncements at the date of this Scheme Booklet, except as otherwise indicated.

The comments made in this section 11 regarding a RTG Share or a RTG Option apply equally to a RTG CDI or a RTG Option CDI respectively.

11.1 Share Scheme taxation consequences

(a) Scope

This section does not attempt to address the Australian taxation consequences relevant to all Sierra Shareholders pursuant to the Share Scheme. Specifically, it does not consider the consequences for Sierra Optionholders (see section 11.2). This section addresses the tax consequences only for Sierra Shareholders who hold their shares as capital assets and does not address the tax consequences for Sierra Shareholders who hold their shares as revenue assets or trading stock or as assets used in carrying on a business or who are subject to the taxation of financial arrangements rules in Division 230 of the Tax Act in relation to gains and losses on their Sierra Shares.

(b) Australian resident Sierra Shareholders

(i) Capital Gains Tax

The disposal of Sierra Shares to RTG will be a Capital Gains Tax ( CGT ) event for Sierra Shareholders. This CGT event will occur on the Implementation Date.

Sierra Shareholders will derive a capital gain on the disposal of their Sierra Shares to the extent that:

(A) the market value of any RTG Shares and RTG Options they receive (described below); or
(B) subject to obtaining the required ASIC relief, in the case of Small Securityholders who have participated in the Sale Facility, their pro rata share of the net proceeds

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converted into Australian dollars from the sale of all RTG Shares and RTG Options by the Sale Agent through the Sale Facility,

exceeds the tax cost base of their Sierra Shares. Conversely, Sierra Shareholders will incur a capital loss on the disposal of their Sierra Shares to the extent that the amount in (A) or (B) above (as applicable) is less than the reduced tax cost base of their Sierra Shares. Reduced cost base is broadly the tax cost base less specific legislative reductions.

The market value of a RTG Share should be calculated as the volume weighted average price of that share on the Implementation Date. The market value of a RTG Option should be calculated using the Blake Scholes model, taking into account any additional information relevant to the valuation, as at the Implementation Date. As soon as practicable after the Implementation Date, RTG will make available to holders of RTG Shares and RTG Options a determination of market value as at the Implementation Date.

Generally the tax cost base of any Sierra Shares will be equal to the consideration paid to acquire the Sierra Shares. In addition, other incidental costs of acquiring the Sierra Shares (such as brokerage fees and stamp duty) may be included in the tax cost base (or reduced cost base).

The sum of a Sierra Shareholder’s capital gains for an income year reduced by any capital loss incurred during the year, or carried forward from previous years, (known as the net capital gain) should be included in their assessable income.

Australian resident individual Sierra Shareholders who have held their Sierra Shares for greater than 12 months should be able to discount their capital gain by 50%. Similarly, an eligible superannuation entity that has held its Sierra Shares for greater than 12 months should be able to discount its capital gain by 33.3%. The discount will be applied to a Sierra Shareholder’s capital gain for the period after the offset of any capital losses. Corporate Sierra Shareholders are not entitled to discount their capital gain.

If a Sierra Shareholder is unable to obtain the CGT relief described under section 11.1(b)(ii) below entitled ‘Availability of CGT roll‐over relief’, the total tax cost base of any RTG Shares and RTG Options received will be the market value of the Sierra Shares exchanged on the Implementation Date (which we expect to be the amount in (A) above).

The date of acquisition for CGT purposes will be the Implementation Date. This date will be relevant for any future qualification for the CGT discount with respect to CGT events happening to the RTG Shares and RTG Options.

(ii) Availability of CGT roll‐over relief

Sierra Shareholders who would make a capital gain on the disposal of their Sierra Shares for RTG Shares and RTG Options should be eligible to make a choice whether or not to apply CGT roll‐over relief on the RTG Shares component of the Scheme Consideration received (only).

The receipt by Sierra Shareholders of RTG CDIs and RTG Option CDIs, rather than the underlying RTG Shares and RTG Options, should not preclude qualification for the roll‐

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over provided that the RTG CDIs and RTG Option CDIs will be CHESS Units of Foreign Securities. Participation by Small Securityholders in the Sale Facility will preclude qualification for CGT roll‐over relief.

Any capital gain arising from the receipt of the RTG Options or RTG Option CDIs (i.e. the RTG Options or RTG Option CDIs component of the Scheme Consideration) on disposal of Sierra Shares will not be eligible for CGT roll‐over relief.

If a Sierra Shareholder elects to apply CGT roll‐over relief, a capital gain that they would otherwise make on the disposal of their Sierra Shares, for which the Scheme Consideration comprises RTG Shares, will be disregarded.

Where roll‐over relief is elected, a reasonably attributable part of the tax cost base of the Sierra Shares disposed of would become the tax cost base of the RTG Shares. The portion that is reasonably attributable is determined based on an allocation of the tax cost base of the Sierra Shares, on a proportionate basis, across the RTG Shares and RTG Options received.

For any subsequent determination of the application of the CGT discount, the date on which the Sierra Shareholders, for which roll‐over relief has been elected, will be deemed to acquire the RTG Shares, will be the day they acquired their Sierra Shares.

The benefit of choosing scrip‐for‐scrip roll‐over relief will depend upon the individual circumstances of each Sierra Shareholder.

(c) Consequences of holding RTG Shares and RTG Options

(i) Subsequent disposal of RTG Shares and RTG Options

If an Australian resident Sierra Shareholder sells their RTG Shares and RTG Options after the Implementation Date, any gain or loss will be subject to CGT as the RTG Shares and RTG Options will be assets for CGT purposes.

(ii) Dividend Income

Dividends received by Australian resident Sierra Shareholders with respect to RTG Shares must be included in their assessable income, including any amount of Canadian withholding tax withheld with respect to those dividends.

Dividends received by Australian resident non‐portfolio Sierra Shareholders with respect to RTG Shares may be exempt. These Sierra Shareholders should seek their own advice.

(d) Other matters

(i) Goods and Services Tax

No GST should be payable in Australia by Sierra Shareholders on the disposal of Sierra Shares or on the issue of RTG Shares and RTG Options or participation in the Sale Facility.

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(ii) Stamp Duty

No stamp duty should be payable in Australia by Sierra Shareholders on the issue of RTG Shares and RTG Options or participation in the Sale Facility. This is on the basis that RTG does not hold a dutiable direct or indirect interest in Australian land (including mining tenements) or interests in Australian land, such as leases over land and fixtures.

(e) Non‐Australian resident Sierra Shareholders

Non‐Australian resident Sierra Shareholders should seek their own independent tax advice on the tax consequences in their country of residence of the Share Scheme and holding RTG Shares and RTG Options. The statements below are limited to the Australian tax consequences to those non‐Australian resident Sierra Shareholders and to those whose shares are held as capital assets.

(f) Disposal of Sierra Shares

If under the criteria set out below the Sierra Shares are not considered to be ‘taxable Australian property’ ( TAP ) at the Implementation Date, any capital gain or capital loss arising to non‐resident Sierra Shareholders on disposal of their Sierra Shares under the Share Scheme should be disregarded and not subject to Australian tax. Broadly, Sierra Shares would be TAP of a non‐resident Sierra Shareholder if the Shareholder, together with associates, holds 10% or more of the Sierra Shares at the time of disposal or throughout a 12‐month period during the two years before the disposal, and the majority of Sierra’s assets consist of real property situated in Australia.

The Sierra Board are of the view that its assets comprise Philippine assets and do not include any interests in Australian land holdings. Accordingly the Sierra Board are of the view that the shares in Sierra should not be considered to be TAP. However, non‐resident Sierra Shareholders should seek their own independent advice regarding this.

In the event the Sierra Shares were TAP, then non‐resident Sierra Shareholders that realise a capital gain on the disposal of Sierra Shares under the Share Scheme would be subject to Australian CGT. Where the RTG Shares received by the non‐resident Sierra Shareholders are also TAP, the Sierra Shareholders may choose the rollover relief outlined at section 11.1(b)(ii).

(g) Consequences of holding RTG Shares and RTG Options

(i) Subsequent disposal of RTG Shares and RTG Options

Non‐resident Sierra Shareholders should not be subject to Australian tax on the future disposal of their RTG Shares and RTG Options, except if the RTG Shares and RTG Options are effectively connected with a permanent establishment or fixed base which the non‐ resident has in Australia or if the RTG Shares and RTG Options are considered to be TAP (refer to definition in section 11.1(f) above).

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(ii) Dividends

Non‐resident Sierra Shareholders who have exchanged their Sierra Shares for RTG Shares and RTG Options should not be subject to Australian tax on dividends received on those RTG Shares.

11.2 Option Scheme tax consequences

(a) Scope

This section does not attempt to address the Australian taxation consequences relevant to all Sierra Optionholders pursuant to the Option Scheme. Specifically, it does not address the tax consequences for Sierra Shareholders (see section 11.1). This section does not address the tax consequences for Sierra Optionholders who are not Australian resident individuals. This section addresses the tax consequences only for Australian resident Sierra Optionholders who hold their options as capital assets and does not address the tax consequences for Sierra Optionholders who hold their options as revenue assets or trading stock or as assets used in carrying on a business or who are subject to the taxation of financial arrangements rules in Division 230 of the Tax Act in relation to gains and losses on their Sierra Options.

(b) Australian resident Sierra Optionholders

(i) Capital Gains Tax

The disposal of Sierra Options to RTG will be a Capital Gains Tax ( CGT ) event for Sierra Optionholders. This CGT event will occur on the Implementation Date.

Sierra Optionholders will derive a capital gain on the disposal of their Sierra Options to the extent that:

(A) the market value of any RTG Shares and RTG Options they receive (described below); or
(B) subject to obtaining the required ASIC relief, in the case of Small Securityholders who have participated in the Sale Facility, their pro rata share of the net proceeds converted into Australian dollars from the sale of all RTG Shares and RTG Options by the Sale Agent through the Sale Facility,

exceeds the tax cost base of their Sierra Options. Conversely, Sierra Optionholders will incur a capital loss on the disposal of their Sierra Options to the extent that the amount in (A) or (B) above (as applicable) is less than the reduced tax cost base of their Sierra Options. Reduced cost base is broadly the tax cost base less specific legislative reductions.

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Generally the tax cost base of any Sierra Options will be equal to the consideration paid to acquire the Sierra Options. In addition, other incidental costs of acquiring the Sierra Options (such as brokerage fees and stamp duty) may be included in the tax cost base (or reduced cost base).

The sum of a Sierra Optionholder’s capital gains for an income year reduced by any capital loss incurred during the year, or carried forward from previous years, (known as the net capital gain) should be included in their assessable income.

Australian resident individual Sierra Optionholders who have held their Sierra Options for greater than 12 months should be able to discount their capital gain by 50%. Similarly, an eligible superannuation entity that has held its Sierra Options for greater than 12 months should be able to discount its capital gain by 33.3%. The discount will be applied to a Sierra Optionholder’s capital gain for the period after the offset of any capital losses. Corporate Sierra Optionholders are not entitled to discount their capital gain.

If a Sierra Optionholder is unable to obtain the CGT relief described under the section 11.2(b)(ii) below entitled ‘Availability of CGT roll‐over relief’, the total tax cost base of any RTG Shares and RTG Options received will be the market value of the Sierra Options exchanged on the Implementation Date (which we expect to be the amount in (A) above).

(ii) Availability of CGT roll‐over relief

Sierra Optionholders who would make a capital gain on the disposal of their Sierra Options for RTG Shares and RTG Options should be eligible to make a choice whether or not to apply CGT roll‐over relief on the RTG Options component of the Scheme Consideration received (only).

The receipt by Sierra Optionholders of RTG CDIs and RTG Option CDIs, rather than the underlying RTG Shares and RTG Options, should not preclude qualification for the roll‐ over provided that the RTG CDIs and RTG Option CDIs will be CHESS Units of Foreign Securities. Participation by Small Securityholders in the Sale Facility will preclude qualification for CGT roll‐over relief.

Any capital gain arising from the receipt of the RTG Shares or RTG CDIs (i.e. the RTG Shares or RTG CDIs component of the Scheme Consideration) on disposal of Sierra Options will not be eligible for CGT roll‐over relief.

If a Sierra Optionholder elects to apply CGT roll‐over relief, a capital gain that they would otherwise make on the disposal of their Sierra Options, for which the Scheme Consideration comprises RTG Options, will be disregarded.

Where roll‐over relief is elected, a reasonably attributable part of the tax cost base of the Sierra Options disposed of would become the tax cost base of the RTG Options. The

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portion that is reasonably attributable is determined based on an allocation of the tax cost base of the Sierra Options, on a proportionate basis, across the RTG Options and RTG Shares received.

For any subsequent determination of the application of the CGT discount, the date on which the Sierra Optionholders will be deemed to acquire the RTG Options, for which the roll‐over has been elected, will be the day they acquired their Sierra Options.

The benefit of choosing scrip‐for‐scrip roll‐over relief will depend upon the individual circumstances of each Sierra Shareholder.

(c) Consequences of holding RTG Shares and RTG Options

(i) Subsequent disposal of RTG Shares and RTG Options

If an Australian resident Sierra Optionholder sells their RTG Shares and RTG Options after the Implementation Date, any gain or loss will be subject to CGT as the RTG Shares and RTG Options will be assets for CGT purposes.

(ii) Dividend Income

Dividends received by Australian resident Sierra Optionholders with respect to RTG Shares must be included in their assessable income, including any amount of Canadian withholding tax withheld with respect to those dividends.

Dividends received by Australian resident non‐portfolio Sierra Shareholders with respect to RTG Shares may be exempt. These Sierra Shareholders should seek their own advice.

(d) Other matters

(i) Goods and Services Tax

No GST should be payable in Australia by Sierra Optionholders on the disposal of Sierra Options or on the issue of RTG Shares and RTG Options or participation in the Sale Facility.

(ii) Stamp Duty

No stamp duty should be payable in Australia by Sierra Optionholders on the issue of RTG Shares and RTG Options or participation in the Sale Facility. This is on the basis that RTG does not hold a dutiable direct or indirect interest in Australian land (including mining tenements) or interests in Australian land, such as leases over land and fixtures.

(e) Non‐Australian resident Sierra Optionholders

Non‐Australian resident Sierra Optionholders should seek their own independent tax advice on the tax consequences in their country of residence of the Option Scheme and holding RTG Shares and RTG Options. The statements below are limited to the Australian tax consequences to those non‐Australian resident Sierra Optionholders and to those whose shares are held as capital assets.

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(f) Disposal of Sierra Options

If under the criteria set out below the Sierra Options are not considered to be ‘taxable Australian property’ ( TAP ) at the Implementation Date, any capital gain or capital loss arising to those non‐resident Sierra Optionholders on disposal of their Sierra Options under the Option Scheme should be disregarded and not subject to Australian tax.

Broadly, Sierra Options would be TAP of a non‐resident Sierra Optionholder if the Optionholder, together with associates, holds 10% or more of the shares in Sierra at the time of disposal or throughout a 12‐month period during the two years before the disposal, and the majority of Sierra’s assets consist of real property situated in Australia.

The Sierra Board are of the view that its assets comprise Philippine assets and do not include any interests in Australian land holdings. Accordingly the Sierra Board are of the view that the Sierra Options should not be considered to be TAP. However, non‐resident Sierra Optionholders should seek their own independent advice regarding this.

In the event the Sierra Options were TAP, then non‐resident Sierra Optionholders that realise a capital gain on the disposal of Sierra Options under the Option Scheme would be subject to Australian CGT. Where the RTG Options received by the non‐resident are also TAP, the Sierra Optionholders may choose the rollover relief outlined at section 11.2(b)(ii).

(g) Consequences of holding RTG Shares and RTG Options

(i) Subsequent disposal of RTG Shares and RTG Options

Non‐resident Sierra Optionholders should not be subject to Australian tax on the future disposal of their RTG Shares and RTG Options, except if the RTG Shares and RTG Options are effectively connected with a permanent establishment or fixed base which the non‐ resident has in Australia or if the RTG Shares and RTG Options are considered to be TAP (refer to definition in section 11.2(f) above).

(ii) Dividends

Non‐resident Sierra Optionholders who have exchanged their Sierra Options for RTG Shares and RTG Options should not be subject to Australian tax on dividends received on those RTG Shares.

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12. Additional Information

12.1 Sierra Securities

At the date of this Scheme Booklet, Sierra has on issue:

(a) 232,854,663 Sierra Shares;
(b) 31,970,363 Sierra Options; and
(c) 12,016,667 unlisted Sierra options.

In accordance with section 170 of the Corporations Act, Sierra maintains a register of the names of all Sierra Securityholders. Pursuant to section 173 of the Corporations Act, Sierra Shareholders and holders of Sierra Optionholders may, upon request to Sierra:

(a) inspect this register free of charge; and
(b) obtain a copy of this register, subject to payment of a prescribed fee to Sierra.

12.2 Substantial shareholders

As at the date of this Scheme Booklet, the following persons had a relevant interest in 5%[1] or more of the Sierra Shares on issue:

the Sierra Shares on issue:
Name	Number of Sierra	Percentage of Sierra
	Shares	Shares
CGA Mining Limited	17,317,333	7.44%
Arredo Pty Ltd	13,975,000	6.00%

Note

1 A shareholder of a public limited company listed on ASX must notify such company of its acquisition or disposal of shares in the company where the percentage of voting rights reaches, exceeds or falls below 5% or any other whole percentage above 5%. These interests must be disclosed to the relevant company and that company must in turn notify the market.

12.3 RTG's interests in Sierra Securities

(a) RTG's interests in Sierra Shares and Sierra Options

As at the date of this Scheme Booklet, RTG has a relevant interest in 12,016,667 unlisted Sierra options pursuant to the unlisted Sierra option arrangements detailed in section 9.22.

Other than as set out above, as at the date of this Scheme Booklet, RTG has no relevant interests in Sierra Shares or Sierra Options and in the four months prior to the date of this Scheme Booklet, did not acquire or sell Sierra Shares or Sierra Options.

(b) Acquisitions of Sierra Securities by RTG or its associates

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RTG has not made any purchases of Sierra Shares or Sierra Options in the last four months prior to the date of this Scheme Booklet.

12.4 No collateral benefits

In the four months prior to the date of this Scheme Booklet, neither RTG nor any of its associates has provided any benefit, or agreed to provide any benefit, to a person to induce them to vote in favour of the Schemes or to dispose of their Sierra Shares or Sierra Options, other than under the agreement to pay the Share Scheme Consideration and Options Scheme Consideration if the Schemes becomes Effective.

12.5 Sierra Securities held by Sierra Directors and RTG Directors

The Sierra Directors and RTG Directors, and the number of Sierra Shares, Sierra Options and unlisted Sierra options held by or on behalf of each of them, at the date of lodgement of this Scheme Booklet, are set out below:

are set out below:
Name	Number of Sierra	Number of Sierra	Number of
	Shares	Options	unlisted Sierra
			Options(1)
	Holdings of Sierra Directors
Ian Middlemas	13,975,000	1,452,500	‐
Matthew Syme	11,568,933	5,183,616	6,666,667(2)
Johan Raadsma	3,000,200	295,025	1,000,000(3)
Francis Enrico M. Gutierrez	‐	‐	1,000,000(4)
	Holdings of RTG Directors
Michael Carrick	‐	‐	‐
Justine Magee	‐	‐	‐
David Cruse	2,059,326	‐	‐
Robert Scott	‐	‐	‐
Phil Lockyer	‐	‐	‐

Notes

1 RTG has agreed with each holder of unlisted Sierra options to acquire all of the unlisted Sierra options, conditional upon the Scheme becoming Effective before the End Date.
a. Holders of unlisted Sierra options exercisable at $0.20 each on or before 1 July 2014 will receive 9 RTG Shares and 1 RTG Option for every 9 unlisted Sierra options held.
b. Holders of unlisted Sierra options exercisable at $0.25 each on or before 1 July 2015 will receive 9 RTG Shares and 1 RTG Option for every 18 unlisted Sierra options held.
2 Mr Syme holds 3,333,333 unlisted Sierra options exercisable at $0.20 each on or before 1 July 2014 and 3,333,334 unlisted Sierra options exercisable at $0.25 each on or before 1 July 2015.
3 Mr Raadsma holds 1,000,000 unlisted Sierra options exercisable at $0.25 each on or before 1 July 2015.
4 Mr Gutierrez holds 1,000,000 unlisted Sierra options exercisable at $0.25 each on or before 1 July 2015.

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12.6 Interests of Sierra Directors and RTG Directors in RTG Securities

The Sierra Directors and RTG Directors, and the number of RTG Shares held by or on behalf of each of them, at the date of lodgement of this Scheme Booklet, are set out below:

Name		Number of RTG Shares
	Holdings of Sierra Directors
Ian Middlemas		‐
Matthew Syme		‐
Johan Raadsma		317,310
Francis Enrico M. Gutierrez		‐
	Holdings of RTG Directors1
Michael Carrick		5,277,3342
Justine Magee		3,454,044
David Cruse		1,365,400
Robert Scott		807,700
Phil Lockyer		653,850

Notes

1 As at the date of this Scheme Booklet, RTG Directors had beneficial interests in RTG Shares representing approximately 3.54% of RTG Shares on a non‐diluted basis.
2 Mr Michael Carrick is a director of B2Gold Corp. 138,888 RTG Shares held beneficially by Dureg Pty Ltd; 277,770 shares held beneficially by Castlesprings Pty Ltd; and includes 1,860,676 RTG Shares held by Mountainside Investments Pty Ltd. Mr Michael Carrick is a director of this company but has no beneficial interest in these shares.
12.7 Payments and other benefits to directors, secretaries and executive officers of Sierra and RTG

(a) Remuneration

The directors and company secretary of Sierra are currently paid the following remuneration:

	Annual Remuneration	(Exclusive of Superannuation)
Name	Annual Salary/	Sierra Directors' Fees (In
	Consultancy Fees	Addition to Salary/Consultancy
		Fees)
Ian Middlemas	‐	36,000
Matthew Syme	150,000	‐
Johan Raadsma	228,000	‐
Francis Enrico M. Gutierrez	‐	24,000
Clint McGhie	‐(1)	‐

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Notes

1 Mr McGhie provides services as the Company Secretary through a services agreement with Apollo. Under the agreement, Apollo provides administrative, company secretarial and accounting services and a fully serviced office to Sierra for a monthly retainer of $24,000.

If the Merger is implemented, it is proposed that the directors of RTG will receive the following remuneration:

	Annual Remuneration	(Exclusive of Superannuation)
Name	Annual Salary/	Directors' Fees (In Addition to
	Consultancy Fees	Salary/Consultancy Fees)
Matthew Syme	‐	A$60,000
Michael Carrick	A$200,000	‐
Justine Magee	A$370,000	‐
Robert Scott	‐	A$60,000
David Cruse	‐	A$60,000
Phillip Lockyer	‐	A$60,000

The remuneration of the executive directors of RTG is fixed by the RTG Board and may consist of salary, bonuses or any other elements, but must not be a commission on, or percentage of, operating revenue. RTG Directors may also be invited to RTG Plan Shares as set out in section 5.7(c).

The remuneration as outlined above is current as at the date of this Scheme Booklet, but is subject to adjustment in the ordinary course.

(b) Appointment of Sierra Directors as RTG Directors

RTG agreed to invite one existing Sierra Director to become a RTG Director. RTG has invited Matthew Syme to become a RTG non‐executive director in fulfilment of this obligation. As set out in section 6.2(b)(iv), Mr Syme’s existing employment contract with Sierra is intended to be terminated.

A Sierra Director who is appointed as a RTG non‐executive director may be entitled to receive a retainer, meeting attendance fees, stock options, travel allowances and reimbursement of incidental expenses from RTG in connection with the performance of their duties for RTG. At the date of this Scheme Booklet, no specific arrangements had been agreed between RTG and any Sierra Director.

(c) Termination payments

Mr Matthew Syme, Managing Director of Sierra, is entitled to receive an annual salary of $150,000 plus superannuation and a discretionary bonus pursuant to his employment

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contract. The employment agreement provides that Sierra may provide three months written notice of termination of the employment agreement.

Except as set out in this section 12.7 and section 12.8, no payment or other benefit is proposed to be made or given to any director, secretary or executive officer of Sierra, RTG, or any body corporate related to Sierra or RTG, as compensation for loss of, or as consideration for or in connection with, his or her retirement from office as director, secretary or executive officer of Sierra, RTG or a body corporate connected with Sierra or RTG.

(d) Participation in the Schemes

Other than as described elsewhere in this Scheme Booklet, all directors, secretaries and executive officers of Sierra, RTG or any of Sierra's or RTG's related entities, who are Sierra Shareholders or Sierra Optionholders (each a Participating Officer ) will be treated in the same way under the Schemes as all other Sierra Securityholders. Other than as described elsewhere in this Scheme Booklet, no payment or other benefit is proposed to be made or given to any Participating Officer, which it is not also given to all other Sierra Securityholders.

(e) Arrangements in respect of unlisted Sierra options

Please refer to section 9.22 for details of the proposed treatment of the unlisted Sierra options under the Merger.

12.8 Other agreements or arrangements with Sierra Directors or RTG Directors in connection with the Schemes

Sierra proposes to obtain a new directors’ and officers’ insurance policy, to provide coverage for all current Directors for seven years from the Implementation Date.

RTG agreed in the Scheme Implementation Deed to indemnify Sierra, its subsidiaries and their respective directors, officers and employees against any claim, action, damage, loss, liability, cost, expense or payment of whatever nature and however arising which any of them suffers, incurs or is liable for arising out of any breach of any of the RTG Representations and Warranties (as defined in the Scheme Implementation Deed). RTG also released its respective rights, and agreed that it would not claim, against Sierra, its subsidiaries and their respective directors, officers and employees in connection with any breach of any representations, covenants and warranties of Sierra in the Scheme Implementation Deed or any disclosures containing any statement which is false or misleading, except where they have not acted in good faith or have engaged in wilful misconduct.

Except as described in this section, there are no agreements or arrangements made between any Director and any other person in connection with or conditional upon the outcome of the Schemes other than in their capacity as a Sierra Securityholder.

The treatment of unlisted Sierra options under the Merger is set out in section 9.22.

12.9 Interests of Sierra Directors and RTG Directors in contracts entered into by RTG

Except as set out in section 12.8, no Sierra Director, nor RTG Director, has any interest in any contract entered into by RTG.

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12.10 Quotation of RTG CDIs and RTG Option CDIs on ASX

RTG will apply for official quotation on ASX of all RTG CDIs and RTG Option CDIs to be issued under the Schemes on or around the date of this Scheme Booklet. RTG Securities are expected to be commence trading on a normal settlement basis on or about 5 June 2014.

ASX has reserved the codes "RTG" for RTG CDIs and "RTGO" for RTG Option CDIs.

12.11Regulatory matters

(a) ASIC relief ‐ Sierra

Paragraphs 8201(a), (b), (c), (d) and (e) and 8203(a) and (b) of Part 2 of Schedule 8 of the Corporations Regulations set out various content requirements in connection with the Option Scheme, including the names of all Sierra Optionholders. ASIC has waived these requirements.

Paragraph 8302(h) of Part 3 of Schedule 8 of the Corporations Regulations requires an explanatory statement to set out whether, within the knowledge of Directors, the financial position of Sierra has materially changed since the date of the last balance sheet laid before Sierra in general meeting or sent to Sierra Shareholders in accordance with section 314 or 317 of the Corporations Act, being 30 June 2013. ASIC has allowed Sierra to depart from complying with this requirement so that the explanatory statements constituted by this Scheme Booklet only need set out whether, within the knowledge of Directors, the financial position of Sierra has materially changed since 31 December 2013, being the date of its reviewed half year financial statements for the six months ended 31 December 2013.

(b) ASIC relief – RTG

As at the date of this Scheme Booklet, ASIC has made an in‐princple decision to grant the relief applications lodged by RTG for a modification or variation of subsections 707(3) and 708(11) of the Corporations Act to make it clear that:

(i) Scheme Shareholders and Scheme Optionholders and holder of unlisted Sierra options will be able to on‐sell their RTG CDIs, RTG Shares, RTG Options, RTG Option CDIs, RTG Shares issued on exercise of RTG Options;
(ii) Haywood will be able to on‐sell the RTG Shares issued as the Haywood Share Fee; and
(iii) the Sale Agent may sell the Sale Facility Securities under the Sale Facility,

within 12 months of their issue, without requiring disclosure under Chapter 6D of the Corporations Act.

As at the date of this Scheme Booklet, ASIC has made an in‐principle decision to grant the relief applciations lodged by RTG to exempt RTG, or the sale agent nominated by RTG, from the operation of section 601ED(1) of the Corporations Act (registration of managed investment schemes); section 911A(1) of the Corporations Act (AFSL requirements) and Div 2‐5 of Part 7.9 of the Corporations Act (disclosure relating to trading financial products) in relation to the Sale Facility and for an exemption from section 707(3) to allow the on‐sale of the RTG CDIs and RTG Options issued to the Sale Agent.

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The form of the relief granted to RTG is subject to finalisation of the relief instrument by ASIC.

(c) ASX waivers ‐ RTG

ASX has granted RTG the following in‐principle waivers, confirmations and approvals:

(i) confirmation that a waiver under of ASX Listing Rule 1.1 Condition 2, is not required provided the company does not issue any non‐voting shares or preference shares, charge fees on the transfer of its securities or increase director fees without shareholder approval in terms provided for under its constituent documents;
(ii) waiver of ASX Listing Rule 1.1 Condition 3, so that it can issue an information memorandum (Information Memorandum) which complies (subject to any waivers, confirmations and approvals) with the information requirements of Appendix 1A and which incorporates by reference this Scheme Booklet, rather than a prospectus;
(iii) confirmation under ASX Listing Rule 1.1 Condition 6 that RTG’s structure and operations are appropriate for the purposes of ASX Listing Rule 1.1 Condition 1;
(iv) confirmation that ASX Listing Rule 1.1 Condition 7 will be satisfied as each beneficial holder of RTG who is entitled to receive meeting documents and other information from RTG may be counted as a holder;
(v) waiver of ASX Listing Rule 1.4.1, so that it does not have to include a statement confirming that the Information Memorandum contains all the information that would be required under section 710 of Corporations Act if the Information Memorandum was a prospectus;
(vi) confirmation that RTG will be taken to comply with ASX Listing Rule 1.4.3, by having the Information Memorandum signed by a director, secretary or local agent of RTG, on condition that every director and proposed director of RTG has consented in writing to the Information Memorandum being signed on their behalf;
(vii) waiver of ASX Listing Rule 1.4.7, so that it does not have to include additional experts' consents in respect of the inclusion in the Information Memorandum (by reference) of the fairness, technical and accounting reports (as applicable) included in the Scheme Booklet;
(viii) waiver of ASX Listing Rule 1.4.8, so that it does not have to include a statement in the Information Memorandum that a supplementary information memorandum will be issued if RTG becomes aware of certain matters occurring between the issue of the Information Memorandum and the date RTG's securities are quoted on ASX;
(ix) waiver of ASX Listing Rules 2.4 and 2.8, so that RTG will not be required to apply for quotation of CDIs which are issued as a result of holders of ordinary shares converting their ordinary shares to CDIs, on the date of issue of those CDIs and instead apply on a monthly basis;
(x) confirmation that under Listing Rule 9.1.3, the escrow restrictions in Appendix 9B will not apply to RTG's shares, options or CDIs;

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(xi) waiver of ASX Listing Rule 14.3, so that RTG may accept nominations for the election of directors in accordance with its articles of association and the BVI Companies Act 2004;
(xii) waiver of ASX Listing Rule 15.12, so that RTG’s constituent document does not have to contain the provisions required by ASX Listing Rules 15.12.1 to 15.12.3 inclusive;
(xiii) confirmation that RTG will not need to comply with item 28 of the ASX Information Form and Checklist requiring the Information Memorandum to include details of all securities (in all classes) issued by RTG in the last five years;
(xiv) confirmation that RTG will be taken to comply with the requirements of item 54 of the ASX Information Form and Checklist despite not being able to produce accounts for the last three financial years of RTG on the basis that historical accounts of RTG’s predecessor, Ratel are provided;
(xv) confirmation that RTG may comply with the requirements of item 56 of the ASX Information Form and Checklist by making reference to the appropriate sections of the Information Memorandum which contain the pro forma statement of financial position and review; and
(xvi) waiver of items 71‐75 of the ASX Information Form and Checklist, to permit RTG to omit maps or a schedule of its mining tenements prepared by a qualified person, details of the interests in mining tenements acquired by RTG, and a financial statement by the directors setting out a program and timetable of expenditure.

12.12Creditors of Sierra

The Schemes, if implemented, are not expected to materially prejudice Sierra's ability to pay its creditors as they involve the acquisition of Sierra Shares and Sierra Options for consideration provided by a third party, rather than the acquisition of Sierra's underlying assets. No material new liability (other than transaction costs) is expected to be incurred by Sierra as a consequence of the implementation of the Schemes. Sierra has paid and is paying all of its creditors within normal terms of trade and is solvent and trading in an ordinary commercial manner.

12.13Other material information

Other than as contained in this Scheme Booklet, there is no information material to the making of a decision in relation to the Schemes, being information that is within the knowledge of:

(a) Sierra or of any Director; or
(b) RTG or of any RTG Director,

that has not previously been disclosed to Sierra Securityholders.

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12.14Consents and disclaimers

(a) Consents

Each of the following persons has given and has not before the date of this Scheme Booklet withdrawn its written consent to be named in this Scheme Booklet in the form and context in which it is named:

Hardy Bowen has given and has not before the date of this Scheme Booklet withdrawn its written consent to be named in this Scheme Booklet as legal adviser to Sierra as to matters of Australian law.

Stikeman Elliot has given and has not before the date of this Scheme Booklet withdrawn its written consent to be named in this Scheme Booklet as legal advisors to Sierra as to matters of the Canadian law and to the inclusion in this Scheme Booklet of the summary of certain matters under Canadian law set out in section 8.3 and the references to the contents or conclusions of that summary elsewhere in this Scheme Booklet to the extent they constitute statements of Canadian law, in each case in the form and context in which they are included.

Walkers has given and has not before the date of this Scheme Booklet withdrawn its written consent to be named in this Scheme Booklet as legal advisors to Sierra as to matters of the BVI law and to the inclusion in this Scheme Booklet of the summary of certain matters under BVI law set out in sections 8.2, 8.3 and 8.4 in the form and context in which they are included.

Cruz Marcelo & Tenefrancia has given and has not before the date of this Scheme Booklet withdrawn its written consent to be named in this Scheme Booklet as legal advisors to Sierra as to matters of the Philippine law and to the inclusion in this Scheme Booklet of the Solicitor's Report on Tenements in Annexure 2 and the references to the contents or conclusions of that summary elsewhere in this Scheme Booklet to the extent they constitute statements of Philippine law, in each case in the form and context in which they are included.

Computershare Investor Services Pty Ltd has given and has not before the date of this Scheme Booklet withdrawn its written consent to be named in this Scheme Booklet as the Sierra Registry.

BDO Corporate Finance (WA) Pty Ltd has given and has not before the date of this Scheme Booklet withdrawn its written consent to be named as the Independent Expert in this Scheme Booklet and to the inclusion in this Scheme Booklet of the Independent Expert's report set out in Annexure 1 and the references to the Independent Expert's Report elsewhere in this Scheme Booklet, in each case in the form and context in which they are included.

CSA Global has given and has not before the date of this Scheme Booklet withdrawn its written consent to be named in this Scheme Booklet and to the inclusion of its Independent Technical Assessment and Valuation of the Mabilo, Nalesbitan, Bunawan, Bahayan, Mawab, Taguibo Projects, which forms Appendix 3 to the Independent Expert's Report, and to references to its Independent Technical Assessment and Valuation of the Mabilo, Nalesbitan, Bunawan, Bahayan, Mawab, Taguibo Projects elsewhere in this Scheme Booklet, in each case in the form and context in which they are included.

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Ernst & Young have given and has not before the date of this Scheme Booklet withdrawn its written consent to be named as having reviewed the information on the Australian taxation implications of the Merger for certain Australian Sierra Shareholders and Sierra Opionholders, which is set out in section 11 and the summaries of that section elsewhere in this Scheme Booklet including the summary in section 2.8, in each case in the form and context in which it is included.

RTG has given and has not before the date of this Scheme Booklet withdrawn its written consent to the inclusion in this Scheme Booklet of the RTG Information in the form and context in which it is included.

Mr Robert McLean has given and has not before the date of this Scheme Booklet withdrawn his written consent to be named as a competent person in this Scheme Booklet in relation to the information contained in section 4.4 in the form and context in it is included.

Mr Rob Spiers has given and has not before the date of this Scheme Booklet withdrawn his written consent to be named as a competent person in this Scheme Booklet in relation to the information contained in section 4.4 as it relates to the Nalesbitan Resource Estimate in the form and context in it is included.

(b) Disclaimers of responsibility

Each person named in section 12.14(a):

(i) has not authorised or caused the issue of this Scheme Booklet;
(ii) does not make, or purport to make, any statement in this Scheme Booklet or any statement on which a statement in this Scheme Booklet is based other than as specified in section 12.14(a); and
(iii) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for any part of, this Scheme Booklet other than a reference to its name and any statement or report which has been included in this Scheme Booklet with the consent of that person referred to in section 12.14(a).

12.15 Publicly available information in relation to Sierra

Sierra is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. In addition, under the ASX Listing Rules, subject to certain limited exceptions, Sierra is required to notify ASX immediately on becoming aware of any information which a reasonable person might expect to have a material impact on the price or value of Sierra Shares.

Copies of documents given by Sierra to ASIC under the Corporations Act may be obtained from, or inspected at, any office of ASIC. Copies of documents given by Sierra to ASX are available from ASX's website www.asx.com.au and on Sierra's website at www.sierramining.com.au.

Sierra will make copies of these documents available free of charge to Sierra Shareholders. Please contact Clinton McGhie, Company Secretary of Sierra on (08) 9322 6322 (from within Australia) and +61 8 9322 6322 (from outside Australia) between 9.00am and 5.00pm (WST) Monday to Friday.

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12.16Supplementary information

If between the date of lodgement of this Scheme Booklet for registration by ASIC and the Effective Date, RTG becomes aware of any of the following:

(a) a material statement in the RTG Information is false or misleading;
(b) a material omission from the RTG Information;
(c) a significant change affecting a matter included in the RTG Information; or
(d) a significant new matter affecting RTG that has arisen and that would have been required to be included in the RTG Information if it had arisen before the date of lodgement of this Scheme Booklet for registration by ASIC,

RTG will make available supplementary information to Sierra Securityholders. Sierra will make any such supplementary material provided by RTG available to Sierra Securityholders by releasing that material to ASX (www.asx.com.au) and posting the supplementary document to Sierra's website (www.sierramining.com.au.). Depending on the nature and timing of the changed circumstances and subject to obtaining any relevant approvals, Sierra may also send such supplementary materials to Sierra Securityholders.

If, between the date of lodgement of this Scheme Booklet for registration by ASIC and the Effective Date, Sierra becomes aware of any of the following:

(a) a material statement in this Scheme Booklet is false or misleading;
(b) a material omission from this Scheme Booklet;
(c) a significant change affecting a matter included in this Scheme Booklet; or
(d) a significant new matter that has arisen and that would have been required to be included in this Scheme Booklet if it had arisen before the date of lodgement of this Scheme Booklet for registration by ASIC,

Sierra will make available supplementary material to Sierra Securityholders. Sierra intends to make available any supplementary material by releasing that material to ASX (www.asx.com.au) and posting the supplementary document to Sierra's website (www.sierramining.com.au.). Depending on the nature and timing of the changed circumstances and subject to obtaining any relevant approvals, Sierra may also send such supplementary materials to Sierra Securityholders.

12.17Other material information

Except as set out in this Scheme Booklet (including the information contained in the Independent Expert's Report and the other Annexures to this Scheme Booklet), there is no information material to the making of a decision in relation to the Scheme, being information that is within the knowledge of any Director, or any director of any related body corporate of Sierra, which has not previously been disclosed to Sierra Securityholders.

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THE ISSUE OF THIS SCHEME BOOKLET IS AUTHORISED BY THE DIRECTORS OF SIERRA MINING LIMITED AND THIS SCHEME BOOKLET HAS BEEN SIGNED BY OR ON BEHALF OF THE DIRECTORS OF SIERRA MINING LIMITED ON 9 APRIL 2014.

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Matthew Syme Managing Director

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13. Glossary

13.1 Definitions

In this Scheme Booklet:

Term	Meaning
A$	the lawful currency of the Australia.
C$	the lawful currency of Canada.
Apollo	Apollo Group Pty Ltd.
Articles	RTG's memorandum of association and	articles	of
	association.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited (ABN 98 008 624 691) or, as	the context
	requires, the financial market known as the Australian
	Securities Exchange operated by it.
ASX Information Form and	the information form and checklist to be completed by an
Checklist	entity and provided to ASX in support of its application to		the
	official list of ASX.
ASX Listing Rules	the official listing rules of the ASX.
Bunawan	Bunawan Mining Corporation.
Business Day	a day in Perth that is not a Saturday, Sunday or public
	holiday and on which banks, ASX and TSX are open		for
	trading.
BVI	the British Virgin Islands.
BVI Business Companies Act	the_BVI Business Companies Act, 2004 (as amended)_.
CAML Ghana	CAML Ghana Limited.
Canadian Jurisdictions	the Canadian provinces of British Columbia,	Alberta and
	Ontario.
CDI	a CHESS depositary instrument, being a unit	of beneficial
	ownership in a security of a foreign company	registered in
	the name of CDN.

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Term	Meaning
CDN	CHESS Depositary Nominees Pty Limited (ABN 75 071 346
	506).
CGT	Australian capital gains tax.
CGX Limited	CGX Limited.
CHESS	the clearing house electronic subregister system of share
	transfers operated by ASX Settlement and Transfer
	Corporation Pty Limited (ABN 49 008 504 532).
Clarke	Ronald Francis Clarke.
Combined Group	the corporate group comprising RTG and its subsidiaries
	(including Sierra and its subsidiaries) after implementation of
	the Schemes.
Completion Date	as defined in section 5.2(c)(iii).
Completion Documents	In respect of the Segilola sale transaction the following
	documents:
	1. Capitalisation Agreement between SGL and CGX;
	2. An Irrevocable Direction between SROL, CGX and Clarke;
	3. A Security Deed between NGML and Ratel; and
	4. A Settlement Deed between Ratel, SGL, TML, SROL,
	NGML, Bakrie Delano Africa Limited, NGM Resources
	Limited and Mr Oladipo Delano.
Computershare	Computershare Investor Services Pty Ltd.
Computershare Canada	Computershare Trust Company of Canada.
Conditions Precedent	the conditions precedent to the Share Scheme and Option
	Scheme set out in clauses 3.1 and 3.2 of the Scheme
	Implementation Deed.
Corporations Act	Corporations Act 2001 (Cth).
Corporations Regulations	Corporations Regulations 2001 (Cth).
Court	the Federal Court of Australia.
Director or Sierra Director	a director of Sierra.
DHL Payment	as defined in section 5.2(b)(i).

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Term	Meaning
DRS	Direct Registration System, being a Canadian book entry
	form system for holding securities.
Effective	when used in relation to a Scheme, the coming into effect,
	pursuant to 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 that Scheme.
Effective Date	when used in relation to a Scheme, the date on which that
	Scheme becomes Effective.
Elephant Copper	Elephant Copper Limited.
End Date	31 July 2014 or such later date agreed by the parties.
Exclusivity Period	the meaning given in clause 1.1 of the Scheme
	Implementation Deed.
Galeo	Galeo Equipment and Mining Inc.
Haywood	Haywoods Securities Inc.
Haywood Share Fee	as defined in section 5.7(a).
HIN	Holder Identification Number for a Sierra Shareholder or
	Sierra Optionholder who is CHESS sponsored.
IFRS	International Financial Reporting Standards.
IMMC	International Millennium Mining Corp.
IMMC Share	a share in IMMC.
Implementation Date	the date on which a Scheme is to be implemented, being the
	date that is five Business Days after the Record Date for that
	Scheme, or such other date as Sierra and RTG agree.
Independent Expert	BDO Corporate Finance (WA) Pty Ltd.
Independent Expert's Report	the report by the Independent Expert, a copy of which is
	contained in Annexure 1.

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Term	Meaning
Ineligible Foreign Securityholder	a Scheme Shareholder whose address shown in the Sierra
	Share Register, or 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
	Shareholder or Scheme Optionholder (as the case may be)
	with RTG Shares and RTG Options when the relevant
	Scheme becomes Effective.
Insider	the meaning given in section 8.3(h)(iii).
IPO	as defined in section 5.2(b)(i).
JORC Code	Australasian Code for Reporting of Exploration Results,
	Mineral Resources and Ore Reserves 2012 edition.
Listing Transaction	as defined in section 5.2(b)(iii).
MC	as defined in section 4.6(b)(ii).
Memorandum	RTG's memorandum of association.
Merger	the proposed merger between Sierra and RTG to be
	implemented through the Schemes.
Merger Announcement Date	24 February 2014.
MI 61‐101	Canadian Multilateral Instrument 61‐101 –Protection of
	Minority Security Holders in Special Transactions.
Mkushi Copper Project	the Mkushi copper mineral, exploration, development and
	mining project, located approximately 60km from Kapiri
	Mposhi, Zambia, together with all associated infrastructure.
Mt Labo	Mt Labo Exploration and Development Corporation.
NGML	Nigerian Gold Mining Limited.
NI 51‐102	Canadian National Instrument 51‐102 –Continuous
	Disclosure Obligations.
NI 55‐104	Canadian National Instrument 55‐104 –Insider Reporting
	Requirements and Exemptions.

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Term	Meaning
NI 62‐103	Canadian National Instrument 62‐103 –The Early Warning
	System and Related Take‐Over Bid and Insider Reporting
	Issues.
Notice of Option Scheme	the Notice of Option Scheme Meeting in Annexure 9.
Meeting
Notice of Share Scheme Meeting	the Notice of Share Scheme Meeting in Annexure 8.
Offering	as defined in section 5.2(b)(iii).
Option Indenture	Option Indenture made between RTG and Computershare
	Canada.
Option Scheme	the creditors’ scheme of arrangement under Part 5.1 of the
	Corporations Act between Sierra and the Scheme
	Optionholders substantially in the form set out in
	Annexure 6 or in such other form as Sierra and RTG agree in
	writing.
Option Scheme Consideration	the consideration to be provided to eligible Sierra
	Optionholders under the terms of the Option Scheme for
	the transfer of their Sierra Options to RTG, ascertained in
	accordance with clause 4.4 of the Option Scheme, being two
	(2) RTG Shares (in the form of RTG CDIs) for every one (1)
	Sierra Option together with two (2) RTG Options (in the form
	of RTG Option CDIs) for every nine (9) Sierra Options, on a
	pre RTG Share Consolidation basis.
Option Scheme Deed Poll	the deed poll dated 8 April 2014 by RTG relating to the
	Option Scheme, a copy of which is contained in Annexure 7.
Option Scheme Meeting	the meeting of Sierra Optionholders to be convened by the
	Court in relation to the Option Scheme pursuant to section
	411(1) of the Corporations Act.

OZ Metals OZ Metals Exploration & Development Corporation.

Participating Officer	as defined in section 12.7(d).
Proxy Form	the Green proxy form (for the Share Scheme Meeting), the
	Yellow proxy form (for Option Scheme Meeting ) that
	accompanied this Scheme Booklet or is available from the
	Sierra Registry.

Ratel Ratel Group Limited.

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Term	Meaning
Record Date	the third Business Day after the Effective Date.
RTG	RTG Mining Inc (ABN: 70 164 362 850) (ARBN: 164362850) a
	company incorporated under the laws of the British Virgin
	Islands corporation, and, where the context requires, RTG
	Mining Inc and its subsidiaries.
RTG Board	the RTG board of directors.
RTG CDI	a CDI in respect of a RTG Share.
RTG CDI Register	the register of RTG CDI holders maintained by RTG or its
	agent.
RTG Director	a director of RTG.
RTG Group	RTG and each of its subsidiaries and a reference to an ‘RTG
	Group Member’ or a ‘Member of the RTG Group’ is to RTG
	or any of its subsidiaries.
RTG Information	1. the information concerning RTG set out in the
	Letter from the Chairman of RTG, in sections 5, 6,
	7.1, 9.10, 9.13, 9.22(a), 12.3, 12.4, 12.5, 12.6, 12.7,
	12.9, 12.10, 12.11(b), 12.11(c) and 12.13;

the information contained elsewhere in the Scheme Booklet repeating or based on the information referred to in 1; and
in the Important Notices section – the information in the second paragraph under the heading 'Notice to Ineligible Foreign Securityholders.

RTG Option*

an option 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.
*For the avoidance of doubt, in Canada an option listed on TSX is known as a warrant.

RTG Option CDI a CDI in respect of a RTG Option. RTG Option CDI Register the register of RTG Option CDI holders maintained by RTG or its agent. RTG Optionholder a holder of RTG Options. RTG Option Register the register of RTG optionholders to be maintained by RTG.

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Term	Meaning
RTG Plan Shares	as defined in section 5.7(c).
RTG Prescribed Occurrence	the meaning given in clause 1.1 of the	Scheme
	Implementation Deed.
RTG Registry	Computershare Investor Services Inc. or Computershare
	Investor Services Pty Ltd (as applicable)
RTG Security	a RTG Share or RTG Option.
RTG Share	a share in the capital of RTG.
RTG Share Consolidation	the consolidation of every ten RTG Shares on issue	into one
	RTG Share.
RTG Share Register	the register of members of RTG.
RTG Shareholder	a holder of RTG Shares.
Sale Agent	means RTG or a person(s) appointed by RTG to act as sale
	agent(s) to manage the Sale Facility.
Sale Facility	the facility described in section 10.5.
Sale Facility Election Form	the sale facility election form that accompanies the Scheme
	Booklet or is available from the Sierra Registry.
Sale Facility Participant	a Small Securityholder who has not withdrawn from
	participating in the Sale Facility in accordance with the
	requirements in section 10.6 or an Ineligible	Foreign
	Securityholder.
Sale Facility Participant's	as defined in section 10.5(iii).
Proceeds
Sale Facility Securities	the RTG Shares and RTG Options described in section 10.5.
Scheme	the Share Scheme or the Option Scheme, as the context
	requires.
Scheme Booklet	means this document.
Scheme Consideration	Option Scheme Consideration or Share	Scheme
	Consideration, as the context requires.

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Term	Meaning
Scheme Implementation Deed	the scheme implementation deed dated 24 February 2014,
	as amended between Sierra and RTG relating to the
	implementation of the Scheme, a copy of which is contained
	in Annexure 3.
Scheme Meeting	the Share Scheme Meeting or one of the Option Scheme
	Meetings, as the context requires.
Scheme Option	each Sierra Option on issue at 5.00pm on the Record Date.
Scheme Optionholder	each person registered in the Sierra Option Register as the
	holder of Scheme Options.
Scheme Share	each Sierra Share on issue at 5.00 pm on the Record Date
Scheme Shareholders	each person registered in the Sierra Share Register as the
	holder of Scheme Shares.
Second Court Date	the date on which the application made to the Court for
	orders pursuant to section 411(4)(b) of the Corporations Act
	approving the Schemes is first heard.
Second Court Hearing	the hearing of the application made to the Court for orders
	pursuant to section 411(4)(b) of the Corporations Act
	approving the Schemes.
Segilola Gold Project	The Segilola gold mineral exploration, development and
	mining project, located near the village of Iperindo‐Odo
	Ijesha, near the city of Ilesah in Osun State, Nigeria, together
	with all associated infrastructure.
SML	Seringa Mining Limited
SGL	Segilola Gold Limited
Share Election	an election by a Sierra Securityholder (other than an
	Ineligible Foreign Securityholder) to receive RTG Shares and
	RTG Options listed on TSX rather than RTG CDIs and RTG
	Option CDIs quoted on ASX, which election is made by
	following the procedure in section 10.4 under 'How to make
	a Share Election'.
Share Election Form	the share election form available from the Sierra Registry.
Share Sale Agreement	the Share Sale Agreement between ZML and Elephant
	Copper dated 26 August 2013.

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Term	Meaning
Share Sale and Purchase	the Share Sale and Purchase Agreement between Ratel and
Agreement	SROL came into effect on 10 October 2013.
Share Scheme	the members’ scheme of arrangement under Part 5.1 of the
	Corporations Act between Sierra and the Scheme
	Shareholders substantially in the form set out in Annexure 4
	or in such other form as Sierra and RTG agree in writing.
Share Scheme Consideration	the consideration to be provided to Scheme Shareholders
	under the terms of the Share Scheme for the transfer to RTG
	of their Scheme Shares, ascertained in accordance with
	clause 4.4 of the Share Scheme, being three (3) RTG Shares
	(in the form of RTG CDIs) for every one (1) Sierra Share held
	together with one (1) RTG Option (in the form of a RTG
	Option CDI) for every three (3) Sierra Shares, on a pre RTG
	Share Consolidation basis.
Share Scheme Deed Poll	the deed poll dated 8 April 2014 by RTG relating to the Share
	Scheme, a copy of which is contained in Annexure 5.
Share Scheme Meeting	the meeting of Sierra Shareholders to be convened by the
	Court in relation to the Share Scheme pursuant to section
	411(1) of the Corporations Act.
Sierra	Sierra Mining Limited (ACN 118 060 441) and, where the
	context requires, includes Sierra Mining Limited and its
	subsidiaries.
Sierra Board	the Sierra board of directors.
Sierra Group	Sierra and each of its subsidiaries and a reference to an
	‘Sierra Group Member’ or a ‘Member of the Sierra Group’ is
	to Sierra or any of its subsidiaries.
Sierra Information	the information in this booklet, except:
	1. the RTG Information;
	2. the Independent Expert’s Report (including the
	Technical Specialist’s Report); and
	3. the Solicitor's Report on Tenements.
Sierra Option	an ASX listed option to acquire one unissued Sierra Share.
Sierra Optionholder	a holder of Sierra Options.

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Term	Meaning
Sierra Option Register	the register of Sierra Optionholders maintained in
	accordance with the Corporations Act.
Sierra Prescribed Occurrence	the meaning given in clause 1.1 of the Scheme
	Implementation Deed.
Sierra Registry	Computershare Investor Services Pty Ltd.
Sierra Security	a Sierra Share or a Sierra Option.
Sierra Securityholder	a Sierra Shareholder or a Sierra Optionholder.
Sierra Share	a fully paid ordinary share in the capital of Sierra.
Sierra Share Register	the register of members of Sierra maintained in accordance
	with the Corporations Act.
Sierra Shareholder	a holder of Sierra Shares.
Small Securityholder	a Sierra Securityholder who is entitled to receive an
	aggregate of 9,000 or less RTG Shares under the Schemes, on
	a pre RTG Share Consolidation basis.
SROL	Segilola Resources Operating Limited.
Solicitor's Report on Tenements	the report prepared by Cruz Marcelo & Tenefrancia, a copy
	of which is contained in Annexure 2.
SRN	Securityholder Reference Number for a Sierra Shareholder
	or Optionholder who is issuer sponsored.
Superior Proposal	the meaning given in clause 1.1 of the Scheme
	Implementation Deed.
Tax Act	means the Income Tax Assessment Act 1936 (Cth) and the
	Income Tax Assessment Act 1997 (Cth).
Technical Specialist	CSA Global Pty Ltd
Technical Specialist's Report	the report by the Technical Specialist, a copy of which is
	contained in appendix 3 to the Independent Expert’s Report.
Third Party Transaction	the meaning given in clause 1.1 of the Scheme
	Implementation Deed.
TML	Tropical Mines Limited.
Trading Day	a day on which the ASX or TSX is open for trading.

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Term	Meaning
TSX	the Toronto Stock Exchange.
TSXV	the TSX Venture Exchange.
TSX Rules	the rules of the TSX as contained in the TSX Company
	Manual.
United States Shareholder	a Sierra Securityholder resident in the United States or that
	is a US Person.
US Person	a US person as defined in Regulation S under the US
	Securities Act.
US Securities Act	the United States Securities Act of 1933, as amended.
VWAP	the volume weighted average price.
Westchester	Westchester Resources Limited.
WST	western standard time in Australia.
ZML	Zambian Mining Limited.

13.2 Related entities

For the purposes of this Scheme Booklet, an entity is a related entity of another entity if the first entity and the second entity would be related bodies corporate for the purposes of section 50 of the Corporations Act if the Corporations Act were read so that:

(a) references to bodies corporate included references to other entities;
(b) a subsidiary of an entity included an entity that is controlled by the first entity for the purposes of section 50AA of the Corporations Act;
(c) a trust is a subsidiary of another entity if it would have been a subsidiary had the trust been a body corporate and had units in the trust been shares; and
(d) an entity is a subsidiary of a trust if it would have been a subsidiary had the trust been a body corporate.

13.3 References to certain other words and terms

In this Scheme Booklet:

(a) any reference, express or implied, to any legislation in any jurisdiction includes:

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(i) that legislation as amended, extended or applied by or under any other legislation made before or after the date of this Scheme Booklet;
(ii) any legislation which that legislation re‐enacts with or without modification; and
(iii) any subordinate legislation made before or after the date of this Scheme Booklet under that legislation, including (where applicable) that legislation as amended, extended or applied as described in subsection 13.3(a)(i), or under any legislation which it re‐enacts as described in subsection 13.3(a)(ii);
(b) words denoting persons include bodies corporate and unincorporated associations of persons;
(c) references to an individual or a natural person include his estate and personal representatives;
(d) the annexures form part of this Scheme Booklet and a reference to a section, schedule or annexure is a reference to a section, schedule or annexure of or to this Scheme Booklet; and
(e) a reference to any time is, unless otherwise indicated, a reference to that time in Perth, Australia.

13.4 Rules of interpretation and construction

In this Scheme Booklet:

(a) singular words include the plural and vice versa;
(b)
a word of any gender includes the corresponding words of any other gender;
(c) if a word or phrase is defined, other grammatical forms of that word have a corresponding meaning;
(d) general words must not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; and
(e) the headings do not affect interpretation.

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AI assistant

RTG Mining Inc. — M&A Activity 2014

47130_rns_2014-04-29_2fe9fa34-e0be-43a2-a4dc-7b00e16caa9a.pdf

SCHEME BOOKLET

Contents

Important Notices

Defined terms

Purpose of this Scheme Booklet

General

Responsibility statement

Effect of registration outside Australia

Role of ASIC

Role of ASX

Court order under subsection 411(1) of the Corporations Act

Forward looking statements

Notice to Ineligible Foreign Securityholders

Notice to Shareholders in the Philippines

Notice to United States Shareholders

Exemption from United States registration requirements

Privacy and personal information

Investment decisions

References

Date of this Scheme Booklet

Key Dates

Letter from Managing Director of Sierra

Letter from Chairman of RTG

Dear Sierra Securityholder,

The Sierra Board unanimously recommends the Schemes in the absence of a Superior Proposal.

1. This Scheme Booklet

1.1 What is this Scheme Booklet for?

1.2 Reasons to vote in favour of the Merger

1.3 Possible reasons to vote against the Merger

1.4 Read this Scheme Booklet in full

1.5 Voting on the Scheme(s) relevant to you

1.6 Small Securityholders may elect not to participate in the Sale Facility

1.10 Voting in person

1.11 Voting by attorney or corporate representative

1.12 Voting by proxy

2. Summary of the Merger

2.1 Overview

2.3 Small Securityholders

2.4 Ineligible Foreign Securityholders

2.5 Directors' recommendation

2.6 Independent Expert's opinion

2.7 Implementation Agreement

(a) Conditions precedent to Schemes

(b) Exclusivity arrangements

(c) Break Fees

(d)

Termination

2.8 Australian taxation implications of the Merger

2.9 Scheme Meeting

3. Recommendation of the Directors and Other Matters Relevant to Your Vote

3.1 Directors' recommendation

(b) The RTG management group have significant experience operating in the Philippines and have a track record of successfully developing gold projects.

(c) RTG has a strong financial position to fund the exploration and development activities of the Combined Group.

(h) If the Schemes are not approved, and no alternative proposal emerges, the Sierra share price may fall.

(i) No Superior Proposal has emerged.

3.3 Possible reasons to vote against the Merger

(a) Change in risk profile and risks of investments in the Combined Group.

(b) Sierra Securityholders effective interests in Sierra’s assets will be diluted.

(c) Sierra Securityholders may consider that the time is not yet right for this transaction.

(d) A Superior Proposal for Sierra may yet emerge.

(f) Following the implementation of the Schemes, the price of ASX listed RTG CDIs and RTG Option CDIs might change.

(g) The change in jurisdiction of incorporation may result in less rigorous investor protections under the BVI Business Companies Act than those existing under the Corporations Act.

(h) The tax consequences of implementation of the Merger may not suit your particular financial circumstances.

(i) Additional costs.

3.4 Other relevant considerations

(b) Effect of BVI taxation laws for individual Sierra Securityholders.

(c) The Schemes may be implemented even if you vote against it.

4. Information about Sierra

4.1 Overview

4.2 Group Structure

Note:

4.3 Strategy

4.4 Projects

(a) Mabilo Project

(b) Nalesbitan Project

(c) Bunawan Project

(d)

RTG Mining Inc. M&A Activity 2014