RTG Mining Inc. — Capital/Financing Update 2018

Mar 8, 2018

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

RTG MINING INC. ANNOUNCES ISSUE OF US$2.8 MILLION CHESS DEPOSITORY INSTRUMENTS UNDER TRANCHE 1 OF PLACEMENT

ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE AND AUSTRALIAN STOCK EXCHANGE

9 March 2018

RTG Mining Inc. (TSX: RTG, ASX: RTG) ("RTG" or the "Company") is pleased to announce that it has successfully completed the issue of approximately 25,137,836 Chess Depository Instruments ("Securities") at a price of A$0.14 per Security to Australian and international institutional and sophisticated investors pursuant to Tranche 1 of the private placement announced by the Company on 27 February 2018 ("Private Placement"). Tranche 1 of the Private Placement raised proceeds of circa US$2.8 million (before costs).

Hartleys Limited and Trump Securities LLC acted as Joint Lead Managers to the Private Placement. A Notice of Meeting to approve Tranche 2 of the Private Placement will be sent to shareholders in due course.

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 a proposal with a landowner lead consortium to secure an exploration licence at the high tonnage copper-gold Panguna Project in Bougainville PNG and the high grade copper/gold/magnetite Mabilo Project 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 which has to date developed seven mines in five different countries, including being responsible for the development of the Masbate Gold Mine in the Philippines through CGA Mining Limited, and has B2Gold as one of its major shareholders in the Company. B2Gold is a member of both the S&P/TSX Global Gold and Global Mining Indices.

ENQUIRIES

Australian Contact US Contact President & CEO – Justine Magee Investor Relations – Jaime Wells

Tel:	+61 8 6489 2900	+1 970 640 0611
Fax:	+61 8 6489 2920
Email:	jmagee@rtgmining.com	jwells@rtgmining.com

CAUTIONARY NOTE STATEMENT

This announcement includes certain "forward-looking statements" within the meaning of Canadian and applicable securities legislation. 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, interpretation of exploration results, plans for further exploration and accuracy of mineral resource and mineral reserve estimates and related assumptions and inherent operating risks, are forward-looking statements. Forward-looking statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from RTG's expectations include uncertainties related to market conditions and demand for the Private Placement, the receipt of requisite shareholder and regulatory approvals, fluctuations in gold and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies in the development of RTG's mineral projects; the need to obtain additional financing to develop RTG's mineral projects; the possibility of delay in development programs or in construction projects and uncertainty of meeting anticipated program milestones for RTG's mineral projects and other risks and uncertainties disclosed under the heading "Risk Factors" in RTG's Annual Information Form for the year ended 31 December 2016 filed with the Canadian securities regulatory authorities on the SEDAR website at sedar.com. The forward‐looking statements made in this announcement relate only to events as of the date on which the statements are made. RTG will not release publicly any revisions or updates to these forward‐looking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This announcement has been prepared for publication in Canada and Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or any state securities laws, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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 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 25,137,836 CDIs
• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Issued on the same terms as all other CDIs over fully paid shares in RTG Mining Inc. quoted on the ASX.

+ See chapter 19 for defined terms.

4 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

5 Issue price or consideration A$0.14

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

CDIs rank equally in all respects with existing CDIs in RTG Mining Inc.

Note: There are certain differences between the rights of holders of CDIs and the rights of holders of shares (in particular in relation to voting and how other rights are exercised).

As announced on 27 February 2018, the net funds received from the capital raising will be used to:

• 1. Advance interests of RTG Mining Inc. in the proposal to secure a role as the development partner with the landowner consortium at the old Panguna Mine in Bougainville;
• 1. Progress the arbitration process to confirm the 100% interest of the Mt. Labo Exploration and Development Corporation in the Mabilo Project in the Philippines and consider additional drilling at the site;
• 1. Pursue new potential business development opportunities; and
• 1. Working capital and general corporate purposes.

+ See chapter 19 for defined terms.

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? No

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed
• 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

N/A
25,137,836

N/A

N/A

N/A

N/A

N/A

0

+ See chapter 19 for defined terms.

7	+Issue dates	9March 2018
	Note: The issue date may be prescribed byASX (refer to the definition of issue date inrule 19.12). For example, the issue date for apro rata entitlement issue must comply withthe applicable timetable in Appendix 7A.
	Cross reference: item 33 of Appendix 3B.
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	153,387,354*Note: Each CDI represents a beneficial interest in an	CDIs*
		underlying fully paid Shares
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX	39,336,059	Shares quoted on the
	+securities(includingtheinsection 2 if applicable)		Toronto StockExchange

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

N/A

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securitieswill be offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A

+ See chapter 19 for defined terms.

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
20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' 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,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders selltheir 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

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

+ See chapter 19 for defined terms.

		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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37		A copy of any trust deed for the additional +securities
		Entities that have ticked box 34(b)
38		Number of +securities for which+quotation is sought
39		+Class of +securities for whichquotation is sought
40	+securities?	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted
	••thepayment•payment	If the additional +securities donot rank equally, please state:the date from which they doextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterest
41	nowof restriction period	Reason for request for quotationExample: In the case of restricted securities, end(if issued upon conversion ofanother +security, clearly identifythat other +security)
			Number	+Class

+ See chapter 19 for defined terms.

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.

(Director)

Sign here: /S/ Justine Magee Date: 9 March 2018

== == == == ==

+ 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	167,585,577
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2
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) the securitiesthe subject of the Appendix 3B to whichthis 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"	167,585,577

+ 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	25,137,836
Step 3: Calculate "C", the amount of placement capacity under rulethat has already been used	7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	25,137,836
•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) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	25,137,836
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	25,137,836
Note: number must be same as shown inStep 2
Subtract "C"	25,137,836
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	0
	[Note: this is the remaining placement

capacity 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	N/A
Step 2: Calculate 10% of "A"
"D"	0.10Note: this value cannot be changed
Multiply "A" by 0.10	N/A
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedN/Aor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•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"	N/A

+ See chapter 19 for defined terms.

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

+ See chapter 19 for defined terms.

9 March 2018

Market Announcements Office Australian Securities Exchange Level 6 20 Bridge Street SYDNEY NSW 2000

Notice under Section 708A(5)(e) of the Corporations Act 2001 (Cth)

RTG Mining Inc. (TSX: RTG, ASX: RTG) ("RTG" or the "Company") advises that it has today issued 25,137,836 new CHESS Depositary Interests (CDIs) (representing 25,137,836 fully paid ordinary shares in the share capital of the Company) at A$0.14 per CDI ("Placement CDIs") pursuant to the settlement of tranche one of the placement to institutional and sophisticated investors announced on 27 February 2018. The Placement CDIs rank equally with other CDIs on issue.

RTG gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) ("Corporations Act") as modified by ASIC Class Order 14/827 that:

• the Placement CDIs were issued without disclosure to investors under Part 6D.2 of the Corporations Act;
• as at the date of this notice, RTG has complied with section 601CK and section 674 of the Corporations Act; and
• as at the date of 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 RTG Mining Inc.

Justine Magee President & CEO