RTG Mining Inc. — Regulatory Filings 2021

May 27, 2021

RTG MINING INC. RESULTS OF GENERAL MEETING

ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE AND AUSTRALIAN SECURITIES EXCHANGE

28 MAY 2021

RTG Mining Inc. ("RTG" or "the Company") held its Annual General Meeting on 28 May at 10:00am Perth, Western Australia time. The resolutions voted on were in accordance with the Notice of Meeting previously provided to Shareholders and all motions were carried and approved on a poll. The results of voting on each motion was as follows:

Resolution 1 – Appoint BDO Audit (WA) Pty Ltd as auditors of the Company for the ensuing year and to authorise the directors to fix the auditor's remuneration: The motion was carried on the number of votes passed on a poll.

Resolution 2 – Approval of Additional Capacity to issue shares under ASX Listing Rule 7.1A:

The motion was carried on the number of votes passed on a poll.

Resolution 3 – To set the maximum number of Directors at six (6):

The motion was carried on the number of votes passed on a poll.

Resolution 3a – Election of Mr. Michael Carrick as a director of the Company: The motion was carried on the number of votes passed on a poll.

Resolution 3b – Election of Ms. Justine Magee as a director of the Company:

The motion was carried on the number of votes passed on a poll.

Resolution 3c – Election of Mr. Robert Scott as a director of the Company: The motion was carried on the number of votes passed on a poll.

Resolution 3d – Election of Mr. David Cruse as a director of the Company: The motion was carried on the number of votes passed on a poll.

Resolution 3e – Election of Mr. Phillip Lockyer as a director of the Company: The motion was carried on the number of votes passed on a poll.

Resolution 3f – Election of Mr. Sean Fieler as a director of the Company: The motion was carried on the number of votes passed on a poll.

Resolution 4 – Ratification and approval of the Loan Funded Share Plan:

The motion was carried on the number of votes passed on a poll.

Resolution 5 – Approval for the issue of shares to Mr. Robert Scott in satisfaction of Directors' Fees:

The motion was carried on the number of votes passed on a poll.

Resolution 6 – Approval for the issue of shares to Mr. David Cruse in satisfaction of Directors' Fees:

The motion was carried on the number of votes passed on a poll.

Resolution 7 – Approval for the issue of shares to Mr. Phillip Lockyer in satisfaction of Directors' Fees:

The motion was carried on the number of votes passed on a poll.

The Company advises that the total votes cast by poll and proxy votes received were as follows:

RESOLUTIONS VOTED ON AT THE MEETING			VOTES CAST ON THE POLL					PROXY VOTES
No.	Short Description	Voted for		Voted against		Abstained	For		Against		Abstained
		Number	%	Number	%	Number	Number	%	Number	%	Number
1	Appoint Auditors of the Company for the ensuing year and to authorise the directors to fix the auditor's remuneration	502,245,680	100.00	12,500	0.00	0	502,245,665	100.00	12,500	0.00	0
2	Approval of Additional Capacity to issue shares under ASX Listing Rule 7.1A	501,033,306	100.00	19,700	0.00	800	501,033,291	100.00	19,700	0.00	800
3	To set the maximum number of Directors at six (6)	390,774,378	99.77	911,440	0.23	109,367,988	390,774,363	99.77	911,440	0.23	109,367,988
3a	Election of Mr. M Carrick as a director of the Company	482,716,287	96.34	18,337,519	3.66	0	482,716,272	96.34	18,337,519	3.66	0
3b	Election of Ms. J Magee as a director of the Company	430,769,116	86.36	68,024,005	13.64	2,260,685	430,769,101	86,36	68,024,005	13.64	2,260,685
3c	Election of Mr. R Scott as a director of the Company	501,031,306	100.00	22,500	0.00	0	501,031,291	100.00	22,500	0.00	0
3d	Election of Mr. D Cruse as a director of the Company	501,040,306	100.00	12,700	0.00	800	501,040,291	100.00	12,700	0.00	800
3e	Election of Mr. P Lockyer as a director of the Company	501,040,306	100.00	12,700	0.00	800	501,040,291	100.00	12,700	0.00	800
3f	Election of Mr. S Fieler as a director of the Company	501,034,306	100.00	18,700	0.00	800	501,034,291	100.00	18,700	0.00	800
4	Ratification and approval of the Loan Funded Share Plan	406,654,085	86.19	65,175,955	13.81	800	406,654,070	86.19	65,175,955	13.81	800
5	Approval for the issue of shares to Mr. R Scott in satisfaction of Directors' Fees	501,024,306	99.99	29,500	0.01	0	501,024,291	99.99	29,500	0.01	0
6	Approval for the issue of shares to Mr. D Cruse in satisfaction of Directors' Fees	501,024,306	99.99	29,500	0.01	0	501,024,291	99.99	29,500	0.01	0
7	Approval for the issue of shares to Mr. P Lockyer in satisfaction of Directors' Fees	501,024,306	99.99	29,500	0.01	0	501,024,291	99.99	29,500	0.01	0

For and on behalf of the Board

Ryan Eadie Company Secretary

ABOUT RTG MINING INC

RTG Mining Inc. is a mining and exploration company listed on the main board of the Toronto Stock Exchange and the Australian Securities Exchange. RTG is currently focused primarily on progressing the Mabilo Project to start-up having recently received a mining permit for the Project, with a view to moving quickly and safely to a producing gold and copper company.

RTG also has a number of exciting new opportunities including the Panguna Project in Bougainville, which it remains committed to but during these uncertain times the primary focus is on advancing the Mabilo Project.

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. RTG has some of the most respected international institutional investors as shareholders including Franklin Templeton, Equinox Partners and Sun Valley.

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