RTG Mining Inc. — Capital/Financing Update 2015

Feb 18, 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 ISSUE OF SECURITIES IN A$15 MILLION PLACEMENT FEBRUARY 18, 2015

RTG Mining Inc. (TSX: RTG, ASX: RTG) ("RTG" or the "Company") is pleased to announce that it has successfully completed the issue of (i) 16.79 million shares at A$0.68 cents per share for proceeds of circa A$11.4 million as part of tranche 1, and (ii) 1.26 million subscription receipts at A$0.68 for additional proceeds of circa A$854,000 (being held in escrow, as described below) as part of tranche 2 in its A$15 million private placement ("Placement").

Placement Details:

The Placement consists of 22.3 million new 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 will be issued in two tranches as below:

• Tranche 1 - Comprising 16.79 million Securities at A$0.68 cents per Security to raise circa 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 circa 5.5 million shares at A$0.68 cents per shares to raise a further circa A$3.7 million, (a) a portion of which was issued on 18 February 2015 to certain investors as subscription receipts to acquire shares (the "Subscription Receipts"), and (b) the remainder of which is to be issued to Australian and other international investors after receipt of shareholder approval at a meeting of shareholders expected to be held in early April 2015.

The securities issued pursuant to the Placement to subscribers in Canada will be subject to a four month and one day hold period under applicable Canadian securities laws.

Each Subscription Receipt will be automatically exercisable and entitle the holder to receive, without payment of additional consideration, one share of RTG upon the satisfaction of certain escrow release conditions, and the portion of the gross proceeds attributable to the Subscription Receipts will be held in escrow pending satisfaction of the escrow release conditions. The escrow release conditions, among other things, will include the receipt of all required shareholder and regulatory approvals (including approval of tranche 2 by RTG's shareholders and approval of the Placement by the Toronto Stock Exchange (the "TSX") and the Australian Securities Exchange Limited (the "ASX")). If the escrow release conditions have not been satisfied on or prior to the release deadline (such deadline to be determined by the agents and RTG), the Subscription Receipts will be cancelled and an amount equal to the subscription price attributable to the Subscription Receipts shall be returned to the holders of the Subscription Receipts.

A Notice of Meeting to approve tranche 2 will be sent to shareholders in due course.

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 +Class of +securities issued or to be issued Fully paid Shares and Chess Depositary Interests ("CDIs") representing a beneficial interest in an underlying fully paid Share. 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 1. 3,863,829 Shares 2. 12,926,167 CDIs 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the 1. Same terms as fully paid Shares. 2. CDIs over fully paid Shares in RTG Mining Inc quoted on the ASX.

12843075/2

conversion)

amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for

+ 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.CDIsrankequallyinallrespectswith existing Shares in RTG MiningInc.Note;however,thattherearecertaindifferencesbetweenCDIsand Shares (in particular in relationto voting and how other rights areexercised).
5	Issue price or consideration	A$0.68
6	Purpose of the issue(If issuedas consideration forthe acquisition of assets, clearlyidentify those assets)	AspartoftheapproximatelyA$15Million Placement as announced on 10February 2015
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	Thedatethesecurityholder	N/A
	resolution under rule 7.1A waspassed
6c	+securitiesNumberofissuedwithoutsecurityholderapproval under rule 7.1	N/A

+ See chapter 19 for defined terms.

• 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.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX	100,522,716	CDIs*
	+securities(includingtheinsection 2 if applicable)	8,784,687	Option CDIsrepresenting listedoptions exercisableat C$1.50, expiry 4June 2017

*Note: Each CDI represents a beneficial interest in an underlying fully paid Shares

N/A

N/A

N/A

N/A

5,989

N/A

18 February 2015

12843075/2

+ See chapter 19 for defined terms.

• Number +Class 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or non‐renounceable?	N/A
13	+securitiesRatioinwhichthewill be offered	N/A
14	+Classof +securitiesto which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
19	Closingdateforreceiptofacceptances or renunciations	N/A

28,240,517 Shares quoted on the

Toronto Stock

Exchange

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Namesofanybrokerstotheissue	N/A
23	Feeorcommissionpayabletothe broker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	N/A
25	Iftheissueiscontingentonsecurityholders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	N/A
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnoticeswillbesenttooptionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
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

12843075/2 + See chapter 19 for defined terms.

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

	Tick to indicate you are providing the information or
documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

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

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of +securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) Number +Class 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

+ 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: 18 February 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
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"	111,973,237

+ 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	16,795,985
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:	16,789,996
•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"	16,789,996
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	16,795,985
Note: number must be same as shown inStep 2
Subtract "C"	16,789,996
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	5,989
	[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 16,789,996 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; and 2. as at the date of this notice:
• (a) RTG has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company;
• (b) RTG has complied with section 674 of the Corporations Act; and

(c) 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