RTG Mining Inc. — Major Shareholding Notification 2018

Oct 15, 2018

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To: Company Name/Scheme	RTG Mining Inc.
ARBN	164 362 850
1. Details of substantial holder (1)
ACN/ARSN (if applicable)	N/A

Name Sprott Inc. (Sprott) and each of its controlled bodies corporate listed in Annexure A (the Sprott Group Entities)

The holder became a substantial holder on 23 February 2018

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	27,472,528	27,472,528	5.74%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Exploration Capital Partners 2009 LP (ECP)	ECP is the registered holder of the relevant securities andhas a relevant interest in those securities under section s608(1)(a) of the Corporations Act.	27,472,528 fully paid ordinary shares
Sprott and each of the Sprott Group Entities	Sprott has the same relevant interests as ECP under section608(3)(b) of the Corporations Act by virtue of ECP beingcontrolled by Sprott.Each of the Sprott Group Entities has the same relevantinterests as ECP under section 608(3)(a) of the CorporationsAct by virtue of them each being controlled bodies corporateof Sprott and each Sprott Group Entity therefore havingvoting power of more than 20% in ECP.	27,472,528 fully paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as	Class and number of
Sprott and each of the Sprott Group Entities	ECP	holder (8)ECP	securities27,472,528 fully paid
			ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of
		Cash	Non-cash	securities
ECP	23 February 2018	$9.54 per fully paid ordinary share		25,318,528 fully paid
				ordinary shares
ECP	6 March 2018	$9.13 per fully paid ordinary share		2,154,000 fully paid ordinary
				shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Sprott, ECP and each of the Sprott Group Entities	ECP and each other Sprott Group Entity listed in Annexure A are controlled bodies corporate of
	Sprott and therefore are associates under section 12(2)(a) of the Corporations Act.

7. Addresses

The addresses of the persons named in this form are as follows:

Name	Address
Sprott and each Sprott Group Entity	Refer to Annexure A

Signature

print name	Thomas W. Ulrich	capacity Authorized Signatory
sign here		date 10/16/2018

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg, a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (7) Include details of:
  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of the relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".
• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

This is annexure A of 1 page (including this page) referred to in Form 603 "Notice of initial substantial holder", signed by me and dated October 16, 2018.

By:

Thomas W. Ulrich Authorized Signatory

Details of Sprott Inc. and its controlled bodies corporate

Name	Address of Registered Office	Postal Address
Sprott Inc.	200 Bay Street, Royal Bank Plaza,	200 Bay Street, Royal Bank Plaza, South
	South Tower, Suite 2600, Toronto,	Tower, Suite 2600, Toronto, Ontario, M5J
	Ontario, M5J 2J1	2J1
Exploration Capital Partners 2005 LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Exploration Capital Partners 2008 LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Exploration Capital Partners 2009 LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Exploration Capital Partners 2012 LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Exploration Capital Partners 2014 LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Natural Resource Income Investing LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Resource Capital Investment Corp.	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Resource Income Partners LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Sprott Asset Management LP	Royal Bank Plaza, South Tower	Royal Bank Plaza, South Tower
	200 Bay Street, Suite 2600	200 Bay Street, Suite 2600
	Toronto, Ontario M5J 2J1	Toronto, Ontario M5J 2J1
Sprott Asset Management USA Inc.	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Sprott GenPar Ltd.	Royal Bank Plaza, South Tower	Royal Bank Plaza, South Tower
	200 Bay Street, Suite 2600	200 Bay Street, Suite 2600
	Toronto, Ontario M5J 2J1	Toronto, Ontario M5J 2J1
Sprott Global Resource Investments Ltd.	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Sprott Private Resource Lending (M), LP	2711 Centerville Road, Suite 400,	2711 Centerville Road, Suite 400,
	Wilmington, Delaware 19808	Wilmington, Delaware 19808
Sprott Private Resource Lending (C-Co-Invest),	Royal Bank Plaza, South Tower	Royal Bank Plaza, South Tower
LP	200 Bay Street, Suite 2600	200 Bay Street, Suite 2600
	Toronto, Ontario M5J 2J1	Toronto, Ontario M5J 2J1
Sprott Private Resource Lending (M-Co-Invest),	2711 Centerville Road, Suite 400,	2711 Centerville Road, Suite 400,
LP	Wilmington, Delaware 19808	Wilmington, Delaware 19808
Sprott Private Wealth LP	200 Bay Street, Royal Bank Plaza,	200 Bay Street, Royal Bank Plaza, South
	South Tower, Suite 2600, Toronto,	Tower, Suite 2600, Toronto, Ontario, M5J
	Ontario, M5J 2J1	2J1
Sprott Resource Lending Corp.	Royal Bank Plaza, South Tower	Royal Bank Plaza, South Tower
	200 Bay Street, Suite 2600	200 Bay Street, Suite 2600
	Toronto, Ontario M5J 2J1	Toronto, Ontario M5J 2J1
Sprott Rights & PIPEs Opportunity I LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Sprott Rights & PIPEs Opportunity VII LP	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008
Sprott U.S. Holdings Inc.	1910 Palomar Point Way, Suite 200,	1910 Palomar Point Way, Suite 200,
	Carlsbad, California 92008	Carlsbad, California 92008