RTG Mining Inc. — Capital/Financing Update 2015

Apr 16, 2015

Level 2, 338 Barker Road Subiaco WA 6008 Phone: +61 8 6489 2900 www.rtgmining.com

ABN: 70 164 362 850

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

RTG MINING INC. ANNOUNCES CLOSING OF THE SECOND TRANCHE OF THE A$15 MILLION PLACEMENT April 16, 2015

RTG Mining Inc. (TSX: RTG, ASX: RTG) ("RTG" or the "Company") is pleased to announce that it has successfully completed the issuance of 5.49 million shares at A$0.68 cents per share for proceeds of circa A$3.73 million as part of tranche 2, in the completion of its A$15 million private placement ("Placement").

Placement Details:

The Placement consists of 22.3 million additional shares to be issued at a price of A$0.68 cents per share to raise total funds of circa A$15.1 million. The shares were issued in two tranches as below:

• Tranche 1 Comprised 16.79 million shares and subscription receipts (together, the "Securities") at A$0.68 cents per share to raise approximately A$11.4 million, issued on 18 February 2015, pursuant to ASX Listing Rules 7.1 and section 607 of the TSX Listing Rules; and
• Tranche 2 Comprising 5.49 million shares at A$0.68 cents per share to raise approximately an additional A$3.7 million, (a) a portion of which were issued on 18 February 2015 to certain investors as subscription receipts to acquire shares, and (b) the remainder of which were issued to Australian and other international investors following receipt of shareholder approval at a meeting of shareholders held on the April 10, 2015.

The Securities issued pursuant to the Placement to subscribers in Canada are subject to a four month and one day hold period expiring June 19, 2015 under applicable Canadian securities laws.

Hartleys Limited and GMP Securities Australia Pty Ltd acted as Australian Joint Lead Managers and Haywood Securities Inc. (including Ecoban Securities Corporation) acted as North American Lead Manager.

ABOUT RTG MINING INC.

RTG Mining Inc. is a mining and exploration company listed on the main board of the Toronto Stock Exchange and Australian Securities Exchange Limited. RTG is focused on developing the high grade copper/gold/magnetite Mabilo Project and advancing exploration on the highly prospective Bunawan Project, both in the Philippines, while also identifying major new projects which will allow the Company to move quickly and safely to production.

RTG has an experienced management team (previously responsible for the development of the Masbate Gold Mine in the Philippines through CGA Mining Limited), and has B2Gold Corp. as one of its major shareholders in the Company. B2Gold Corp. is a member of both the S&P/TSX Global Gold and Global Mining Indices.

ENQUIRIES

Australian Contact President & CEO – Justine Magee

Tel:	+61 8 6489 2900
Fax:	+61 8 6489 2920
Email:	jmagee@rtgmining.com

CAUTIONARY NOTE STATEMENT

Certain statements contained in this announcement constitute forward looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Private Placement and the anticipated closing thereof, the Company's objectives, strategies to achieve those objectives, the Company's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward looking statements generally can be identified by words such as "objective", "may", "will", "expect", "likely", "intend", "estimate", "anticipate", "believe", "should", "plans" or similar expressions suggesting future outcomes or events. Such forward looking statements are not guarantees of future performance and reflect the Company's current beliefs based on information currently available to management. Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company and the risk factors discussed in the Annual Information Form and other materials filed with the securities regulatory authorities from time to time which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Those risks and uncertainties include, but are not limited to: market conditions and demand for the Offering; the mining industry (including operational risks; risks in exploration, and development; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange rate fluctuations; the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities; risks related to operating in Nigeria and the Philippines; environmental risk; the dependence on key personnel; and the ability to access capital markets.

Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward looking statements in light of the risks set forth above. Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

RTG Mining Inc.

ABN

ARBN 164 362 850

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Classof +securitiesissued or tobe issued	FullypaidSharesandChessDepositaryInterests ("CDIs") representing a beneficialinterest in an underlying fully paid Share.
2	Number of +securitiesissued ortobeissued(ifknown)ormaximumnumberwhichmaybe issued	1.1,263,171 Shares2.4,225,833 CDIs3.36,500 CDIs have been converted so asto be held as Shares (this conversionhas no impact on the total number ofShares held).
3	Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamountoutstandingandduedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	1.Same terms as fully paid Shares.2.CDIs over fully paid Shares in RTGMining Inc quoted on the ASX.3.36,500 CDIs have been converted soastobeheldasShares(thisconversionhasnoimpactonthetotalnumberofCommonSharesheld).

+ See chapter 19 for defined terms.

4	Do the +securitiesrank equallyin all respects from the +issuedate with an existing +classofquoted +securities?If the additional +securitiesdonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	1.YestheSharesrankequallyinallrespects with other Shares; and2.& 3. CDIs rank equally in all respects withexisting Shares in RTG Mining Inc.Note; however, that there are certaindifferences between CDIs and Shares(inparticularinrelationtovotingand how other rights are exercised).
5	Issue price or consideration	A$0.68
6	Purpose of the issue(If issuedas consideration forthe acquisition of assets, clearlyidentify those assets)	1. & 2.As announced on 10 February 2015thenetfundsreceivedfromtheissue of the securities will be used:•tofundpermittinganddevelopmentoftheMabiloProject;•tofundexplorationattheBunawan Project; and•forgeneralworkingcapitalpurposes.3.CDIs have been converted so as tobe held as Shares (this conversionhas no impact on the total numberof Shares held).
6a	Is the entity an +eligibleentitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securitiesthesubject of this Appendix 3B, andcomply with section 6i	No
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	N/A

+ See chapter 19 for defined terms.

• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

N/A

N/A

N/A

N/A

N/A

N/A

20,137,835

16 April 2015

12843075/2

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

• Number +Class 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 100,486,216 8,450,188 CDIs* Option CDIs representing listed options exercisable at C$1.50, expiry 4 June 2017 *Note: Each CDI represents a beneficial interest in an underlying fully paid Shares Number +Class 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 33,766,021 334,499 Shares quoted on the Toronto Stock Exchange Options listed on the Toronto Stock Exchange exercisable at C$1.50, expiry 4 June 2017
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

Part 2 - Pro rata issue

11	IssecurityholderapprovalN/Arequired?
12	Is the issue renounceable or non‐N/Arenounceable?
13	+securitiesRatioinwhichtheN/Awill be offered
14	+Classof +securitiesto which theN/Aoffer relates
15	+RecorddatetodetermineN/Aentitlements
16	WillholdingsondifferentN/Aregisters(orsubregisters)be
	aggregatedforcalculatingentitlements?

+ See chapter 19 for defined terms.

• 17 Policy for deciding entitlements in relation to fractions N/A
• 18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• 19 Closing date for receipt of acceptances or renunciations
• 20 Names of any underwriters N/A
• N/A
• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue N/A
• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
• 25 If the issue is contingent on security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

12843075/2

+ See chapter 19 for defined terms.

29	Date rights trading will end (ifapplicable)	N/A
30	Howdosecurityholdersselltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Issuedate	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of +securities (tick one)
• (a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

35	If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities,and the number and percentage of additional +securitiesheld by those holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securitiessetting out the number of holders in the categories1 ‐ 1,000

Tick to indicate you are providing the information or documents

+ See chapter 19 for defined terms.

1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of +securitiesfor which+quotationis sought
39	+Class+securitiesofforwhichquotation is sought
40	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?
	+securitiesIftheadditionaldonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnow
	Example: In the case of restricted securities, endof restriction period
	(ifissueduponconversionofanother +security,clearly identifythat other +security)
		Number	+Class

+ See chapter 19 for defined terms.

	allASXin
--	------------------

12843075/2

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	/S/ Justine Magee	Date: 16 April 2015
	(Director/Company secretary)

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	111,717,070
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	256,167
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	22,279,000
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod
"A"	134,252,237

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	20,137,835
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	0
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	20,137,835
Note: number must be same as shown inStep 2
Subtract "C"	0
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	20,137,835
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"
	Note: this is the remaining placementcapacity under rule 7.1A

12843075/2

+ See chapter 19 for defined terms.

SECONDARY TRADING NOTICE

Notice under Section 708A(5)(e) of the Corporations Act

RTG Mining Inc. (ASX: RTG) ("RTG" or "Company") advises that it has today issued 5,489,004 new fully paid shares at A$0.68 per share ("Placement Shares") pursuant to the settlement of the first tranche of the placement to institutional and sophisticated investors announced on 10 February 2015.

RTG gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) ("Corporations Act") that:

• 1. the Placement Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;
• 1. as at the date of this notice, RTG has complied with:
  • (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company;
  • (b) section 674 of the Corporations Act; and
• 1. as at the date of this notice, other than as set out in this notice, there is no "excluded information" within the meaning of sections 708A(7) and 708A(8) of the Corporations Act which is required to be disclosed under section 708A(6)(e) of the Corporations Act.

Yours faithfully

President & CEO – Justine Magee