RTG Mining Inc. — Interim / Quarterly Report 2015

May 13, 2015

Interim Financial Statements

For the three months ended 31 March 2015

RTG MINING INC. Level 2, 338 Barker Road, Subiaco WA 6008 Website: www.rtgmining.com

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

The interim financial report for RTG Mining Inc. ("RTG" or the "Company") is a general purpose condensed financial report which has been prepared in accordance with the requirements of International Accounting Standard 34 ("IAS 34") as issued by the International Accounting Standards Board. The consolidated financial statements have also been prepared on a historical cost basis and are presented in United States Dollars (US$). These financial statements are the responsibility of management and have not been reviewed by the auditors. The most significant accounting principles have been set out in the audited financial statements and Annual Information Form dated 30 March 2015 for the period ended 31 December 2014 and the related notes thereto. A precise determination of many assets and liabilities is dependent on future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Company is responsible for both the integrity and objectivity of the financial statements, management is satisfied that these financial statements have been fairly presented.

For further information please contact:

Nick Day Chief Financial Officer and Company Secretary

Telephone: +61 8 6489 2900 Fax: +61 8 6489 2920

CORPORATE DIRECTORY
DIRECTORS:	Michael J Carrick (Chairman)Justine A MageeDavid A T CruseRobert N ScottPhil C LockyerMathew G Syme (Appointed 4 June 2014, retired 9 September 2014)
SECRETARY:	Nicholas Day (Appointed: 21 January 2015)Ryan P Gurner (Appointed: 9 Sept 2014, Resigned: 21 January 2015)
REGISTEREDANDPRINCIPALOFFICE:	Level 2338 Barker Road,Subiaco WA 6000
	Telephone:+61 8 6489 2900Facsimile:+61 8 6489 2920
BANKERS:	Australia and New Zealand Banking Group Limited77 St Georges TerracePerth WA 6000
AUDITORS:	BDO Audit (WA) Pty Ltd38 Station StreetSubiaco WA 6008
SHARE REGISTER:	Australian RegisterComputershare Investor Services Pty LimitedLevel 245 St Georges TerracePerth WA 6000
	Telephone:1300 557 010 or + 61 8 9323 2000Facsimile:+ 61 8 9323 2033
	Canadian RegisterComputershare Investor Services Inc.100 University Ave, 11th FloorToronto Ontario M5J2Y1Canada
	Telephone:+1 416 263 9449Facsimile:+1 416 981 9800
STOCK EXCHANGE:	Australian Securities Exchange LimitedExchange Code:RTG – Chess Depositary Interests (CDIs)
	Toronto Stock Exchange Inc.Exchange Code:RTG – Fully paid shares

CORPORATE DIRECTORY cont.

LAWYERS:

Corrs Chambers Westgarth Level 15 Woodside Plaza 240 St Georges Terrace Perth WA 6000

Blakes, Cassels & Graydon Suite 2600 3 Bentall Centre 59 Burrard Street Vancouver, B.C. Canada V7X 1L3

K & L Gates Level 32 44 St Georges Terrace Perth WA 6000

WEBSITE:

www.rtgmining.com

RTG MINING INC. CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME Unaudited - Prepared By Management

For the three months ended 31 March 2015

		ConsolidatedThree monthsended 31 March	ConsolidatedThree monthsended 31 March
	Note	2015	2014
		US$	US$
Continuing Operations
Revenue	3(a)	14	10,366
Exploration and evaluation expenditure		(112,431)	-
Operating expenses		-	-
Business development	3(b)	(342,173)	(424,439)
Foreign exchange gains/(losses)		(113,466)	(349,085)
Administrative expenses	3(c)	(535,268)	(1,108,563)
Share of loss of associates	3(d)	(194,238)	-
Loss from continuing operations		(1,297,562)	(1,871,721)
Income tax benefit		-	-
Loss for the period		(1,297,562)	(1,871,721)
Other comprehensive income for the period
Exchange differences on translation of foreign operations		(46,148)	-
Total comprehensive income/(loss) for the period		(1,343,710)	(1,871,721)
Earnings per share for loss attributable to theordinary equity holders of the company
Basic loss per share (cents)		(1.30)	(0.57)
Diluted loss per share (cents)		(1.30)	(0.57)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

RTG MINING INC. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Unaudited – Prepared By Management

	Note	Consolidated31 March 2015	Consolidated31 December 2014
		US$	US$
ASSETS
Current Assets
Cash and cash equivalents	4	8,580,477	2,394,974
Trade and other receivables		496,186	349,146
Prepayments		36,898	130,579
Total Current Assets		9,113,560	2,874,699
Non-Current Assets
Property, plant and equipment		223,354	230,670
Available for sale financial assets		1,841,854	1,841,854
Investment in associates		83,025,250	83,197,341
Loans to associate		3,764,283	2,992,472
Derivative financial asset		1,330,228	1,330,228
Total Non-Current Assets		90,184,969	89,592,565
TOTAL ASSETS		99,298,529	92,467,264
LIABILITIES
Current Liabilities
Trade and other payables		378,359	276,566
Provisions		910,061	944,251
Total Current Liabilities		1,288,421	1,220,817
TOTAL LIABILITIES		1,288,421	1,220,817
NET ASSETS		98,010,108	91,246,447
SHAREHOLDER'S EQUITY
Issued capital	5(a)	122,007,511	113,900,141
Reserves	5(b)	3,153,547	3,199,695
Accumulated losses		(27,150,950)	(25,853,389)
TOTAL SHAREHOLDER'S EQUITY		98,010,108	91,246,447

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

RTG MINING INC. CONSOLIDATED STATEMENT OF CASH FLOWS

Unaudited – Prepared By Management

For the three months ended 31 March 2015

		Three monthsended31 March	Three monthsended31 March
	Note	2015	2014
		US$	US$
Cash flows from operating activities
Payments to suppliers and employees		(1,019,194)	(1,544,804)
Interest received		14	10,366
Net cash outflow from operating activities		(1,019,180)	(1,534,438)
Cash flows from investing activities
Payments for property, plant & equipment		-	(5,903)
Loans to associated entities		(771,811)	-
Net cash inflow/(outflow) from investing activities		(771,811)	(5,903)
Cash flows from financing activities
Proceeds from share issues		8,907,009	-
Share issue costs		(762,000)	-
Net cash inflow from financing activities		8,145,009	-
Net increase / (decrease) in cash and cash equivalents		6,354,018	(1,540,341)
Cash and cash equivalents at beginning of the period		2,394,974	10,987,534
Effects of exchange rate fluctuations on the balances of cashheld in foreign currencies		(168,515)	(340,985)
Cash and cash equivalents at end of the financial period	4	8,580,477	9,098,108

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

RTG MINING INC. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Unaudited – Prepared By Management

For the three months ended 31 March 2015

	IssdueCaitalp$US	Acisitionqureserve$US	Shabadresentpaymereserve$US	Foigren currencyiontralatnsreserve$US	Aclatedloscumuses$US	Total$US
Balan1Ja2015tceanuary	113,900,141	()4,300,157	7,601,285	()101,433	()25,853,389	91,246,447
forLohetssyear	-	-	-	(46,148)	(1,297,562)	(1,343,710)
Totalheiveinccomprensome/(los)foher tsyear	-	-	-	(46,148)	(1,2962)7,5	(1,343,710)
Shaissreues	8,907,008	-	-		-	8,907,008
Shaisstsreuecos	(99,638)7	-	-	-	-	(99,638)7
At31Debe2014cemr	122,007,511	(4,300,157)	7,601,285	(147,581)	(27,150,951)	98,010,107

For the three months ended 31 March 2014

			Shabadrese
	Issd citalueap$US	Acisitionqureserve$US	ntpaymereserve$US	Acladlostecumuses$US	Tolta$US
At1Ja2014nuary	34,162,759	()4,300,157	3,139,200	()18,412,040	14,589,762
Loforheiodtssper	-	-	-	()1,871,721	()1,871,721
Tol cheivetaomprens
inc/(los)foher tomes
iodper	-	-	-	-	()1,871,721
At31Mah2014rc	34,162,759	(4,300,157)	3,139,200	(20,283,761)	12,718,041

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Unaudited – Prepared By Management

1. CORPORATE INFORMATION

The interim financial report of RTG Mining Inc. ("the Company", "RTG", "the Group" or "the Entity") is presented as at 31 March 2015 and for the period 1 January 2015 to 31 March 2015.

RTG Mining Inc. was incorporated on 27 December 2012 and is domiciled in the British Virgin Islands. Its registered address is Jayla Place, Wickhams Cay I, Road Town, Tortola, VG1110 British Virgin Islands. On 28 March 2013, Ratel Group and RTG completed the merger (the "Merger") of Ratel Group and Ratel Merger Ltd., a wholly-owned subsidiary of RTG. As a result, the surviving corporation formed by the Merger is a wholly-owned subsidiary of RTG. RTG Shares began trading on the TSX under the former symbol for the Ratel Shares, "RTG", effective as of the open of markets on April 15, 2013. On June 4, 2014, RTG merged with Sierra Mining Limited ("Sierra") and the Company was also admitted to the Australian Securities Exchange ("ASX") under the symbol "RTG".

The principal activity of the Group during the period consisted of mineral exploration and development.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The interim financial report is a general purpose condensed financial report which has been prepared in accordance with the requirements of International Accounting Standard 34 ("IAS 34") as issued by the International Accounting Standards Board. The consolidated financial statements have also been prepared on a historical cost basis and are presented in United States Dollars (US$).

(b) Significant accounting policies

The interim consolidated financial statements dated 31 March 2015 have been prepared using the same accounting policies contained in the audited financial statements for 31 December 2014 for RTG Mining Inc. dated 30 March 2015.

(c) New standards, interpretations and amendments

The Group has applied the following standards and amendments for the first time commencing 1 January 2014:

• AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities, AASB 128 Investments in Associates and Joint Ventures, AASB 127 Separate Financial Statements and AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards;
• AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13;
• AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011);
• AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle; and
• AASB 2012-2 Amendments to Australian Accounting Standards Disclosures Offsetting Financial Assets and Financial Liabilities.

The adoption of the above standards and amendments did not result in adjustments to the amounts recognised in the financial statements and no change to the Group's accounting policy was required.

Unaudited – Prepared By Management

3. REVENUES AND EXPENSES

	3 monthsendedMar 31,2015	3 monthsendedMar 31,2014
(a)REVENUES	US$	US$
Interest income	14	10,366
(b) Business development costs	14	10,366
Travel	-	65,615
Employee fees	108,651	206,726
Other	233,522	152,098
	342,173	424,439
(c) Administrative expenses
Accounting & audit fees	29,266	13,134
Employee and directors fees	278,578	341,630
Office rental	44,165	145,805
Loan share plan embedded option expense	-	-
Legal fees	69,533	375,296
Listing and shareholder reporting costs	23,479	20,808
Consultants	17,257	-
Computer support	11,009	10,437
Depreciation	7,316	5,903
Insurance	13,584	28,205
Other	41,081	167,345
	535,268	1,108,563
(d) Share of loss of associate
Share of net losses of associates	194,238	-
Share of drilling cost accrual	-
	194,238	-
4. CASH AND CASH EQUIVALENTS
	Mar 31,	Dec 31,
	2015	2014
	US$	US$
Cash at bank and on hand	8,580,477	2,394,974
	8,580,477	2,394,974
5. SHAREHOLDERS EQUITY
	Mar 31,	Dec 31,
	2015	2014
	Number	Number
(a) Issued and paid up capital:

Issued and fully paid shares 128,763,233 111,973,237

Unaudited – Prepared By Management

5. SHAREHOLDERS EQUITY cont.

Movements in contributed equity during the past three months were as follows:

Ordinary Shares	Number	US$
Opening balance at 1 January 2015	111,973,237	113,900,141
Proceeds of share issues	16,789,996	8,907,008
Costs associated with share issues		(799,638)
Total shares on issue at 31 March 2015	128,763,233	122,007,511

(b) Reserves

	Acquisition$US	Share basedpayments$US	ForeigncurrencytranslationUS$	Total$US
At 1 January 2015	(4,300,157)	7,601,285	(101,433)	3,199,695
Other comprehensive loss for
the year	-	-	(46,148)	(46,148)
At 31 March 2015	(4,300,157)	7,601,285	(147,581)	3,153,547

	Acquisition$US	Share based payments$US	ForeigncurrencytranslationUS$	Total$US
At 1 January 2014	(4,300,157)	3,139,200	-	(1,160,957)
OptionsissuedunderSchemeOther comprehensive loss	-	4,462,085	-	4,462,085
for the year	-	-	(101,433)	(101,433)
At 31 December 2014	(4,300,157)	7,601,285	(101,433)	3,199,695

6. RELATED PARTY DISCLOSURE

(a) Controlling Entity

The ultimate controlling entity of the wholly owned group is RTG Mining Inc.

(b) Other transactions with related parties

Transactions with related parties

During the period ended 31 March 2015, the Group entered into transactions with Associates:

• loans of $771,811 were advanced on to the Associates of the Company.

These transactions were undertaken on the following terms and conditions:

• loans are repayable at call; and
• no interest is payable on the loans at present.

The business purpose of these loans is to pay for the Company's share of project related costs in the Philippines.

Unaudited – Prepared By Management

7. COMMITMENT AND CONTINGENCIES

31 March 2015	Payments due by period
Contractual obligations	Total	Less than 1year	1-3years	4-5years	years	More than 5
Lease obligations1	258,187	206,550	51,637		-		-
Total contractual obligations1 Corporate office lease payments due.	258,187	206,500	51,637		-		-

8. SEGMENT REPORTING NOTE

The Company's operations are segmented on a regional basis and are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments has been defined as the Chief Executive Officer.

The Company operates in a single segment, being mineral exploration and development. With the exception of its some of its minor exploration and evaluation assets which are held in Africa, all of the Company's other significant assets are held in the Philippines.

The following is the geographical locations of the Company's assets:

31 March 2015

Operating segment	Philippines2015US$	Australia2015US$	Other2015US$	ConsolidatedTotal2015US$
RevenueInterest revenueTotalrevenueasperstatement of comprehensiveincome	-	14	-	1414
Results	Philippines	Australia	Other	ConsolidatedTotal
	US$	US$	US$	US$
Segment profit/(loss) before taxRevenue	(306,669)-	(963,628)14	(27,265)-	(1,297,562)14
Administrative expenses	-	(510,258)	(25,010)	(535,268)
Exploration & Evaluation	(112,431)	-	-	(112,431)
Foreign exchange	-	(111,211)	(2,255)	(113,466)
Share of associate profit/(loss)	(194,238)	-	-	(194,238)
Other expensesSegmentprofit/(loss)before	-	(342,173)	-	(342,173)
income tax as per statement ofcomprehensive income				(1,297,562)
Depreciation expense	-	(7,316)	-

Unaudited – Prepared By Management

8. SEGMENT REPORTING NOTE cont.

31 March 2015	Philippines2015	Australia2015	Other2015	ConsolidatedTotal2015
	US$	US$	US$	US$
Segment assetsCorporate assets	86,789,533	9,336,914	3,172,082	99,298,529
Total assets as perstatement of financial
position				99,298,529
Segment liabilities
Corporate liabilities	(820,912)	(467,509)	-	(1,288,421)

9. INVESTMENT IN ASSOCIATES

(a) Acquisition of interest

On 4 June 2014, RTG completed the implementation of the Schemes pursuant to the terms of the previouslyannounced Scheme Implementation Deed dated February 24, 2014 (the "Deed") between RTG and Sierra Mining Limited ("Sierra") to acquire all of the outstanding securities of Sierra.

Pursuant to the Schemes, RTG has acquired a direct 40% interest in each of Mt Labo Exploration & Development Corporation, St Ignatius Exploration and Mineral Resources Corporation, Bunawan Mining Corporation and Oz Metals Exploration and Development Corporation and a further indirect interest in Mt Labo Exploration and Development Corporation collectively known as the "Associates". As the acquisition of Sierra is not deemed a business acquisition, the transaction must be accounted for as a share based payment for the net assets acquired.

The consideration payable was 79,063,206 RTG shares and 8,784,854 RTG listed options. Details of the fair value of the assets and liabilities acquired as at 4 June 2014 are as follows:

Purchase consideration comprised	2014
	US$
79,063,206 shares*	79,737,140
8,784,854 listed options*	4,462,085
Total considerationCosts associated with acquisition	84,199,2251,093,842
	85,293,067

*Share issue price C$1.10, option issue value C$0.554 (This was the closing price on issue of 4/6/2014) Net assets acquired

	Recognised atacquisitionUS$	Carrying valueUS$
Cash and cash equivalents	1,327,666	1,327,666
Trade and other receivables	349,013	349,013
Investment in associates	83,989,104(1)	1,366,798
	85,665,783	3,043,477
Trade and other payables	(372,716)	(372,716)
Fair value of identifiable net assets	85,293,067	2,670,761

Unaudited – Prepared By Management

9. INVESTMENT IN ASSOCIATES cont.

Cash inflow on acquisition

Net cash at acquisition date	1,327,666
Direct costs related to acquisition	(1,093,842)
	233,824
(1)Investment in associate at 31 March 2014
	31 March2015
	US$
Investment in associate	83,989,104

Share of associates net loss (1,050,825) Share of foreign currency translation reserve 86,971

10. EVENTS AFTER BALANCE SHEET DATE

The Company announced an A$15 million private placement ("Placement") on 6 February 2015. During the quarter the Company successfully completed the issue of 16.79 million shares at A$0.68 cents per share for proceeds of circa A$11.4 million as part of Tranche 1, with 5.49 million shares at A$0.68 cents subject to shareholder approval as part of Tranche 2 of the Placement. Shareholder approval was received on 10 April 2015 with the receipt of A$3.7M in Tranche 2 funds and issue of additional shares on 16 April.

The Company has also set its Annual General Meeting for Shareholders for May 21, 2015 at 11.00am.

83,025,250