RTG Mining Inc. — Regulatory Filings 2022

Mar 30, 2022

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

RTG Mining Inc.
ABN/ARBN	Financial year ended:
164 362 850	31 December 2021
Our corporate governance statement1 for the period above can be found at:2
These pages of our☐annual report:

☒ This URL on our website: https://www.rtgmining.com

The Corporate Governance Statement is accurate and up to date as at 31 December 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:	31 March 2022
Name of authorised officerauthorising lodgement:	Justine Magee

See notes 4 and 5 below for further instructions on how to complete this form.

1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	☒and we have disclosed a copy of our board charteratwww.rtgmining.com	☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board.	☒	☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").

5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period.	☐and we have disclosed a copy of our diversity policy at:www.rtgmining.comand we have disclosed the information referred to in paragraph (c)inour Corporate Governance Statementand if we were included in the S&P/ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period.	☒in our Corporate Governance Statement ORset out☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) in:our Corporate Governance Statementand whether a performance evaluation was undertaken for thereporting period in accordance with that process in:our Corporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
1.7	A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period.	☒and we have disclosed the evaluationprocess referred to inparagraph (a) in:our Corporate Governance Statementand whether a performance evaluation was undertaken for thereporting period in accordance with that process in:our Corporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 2 -	STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the endof each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	☒and we have disclosed a copy of the charter of the committee at:www.rtgmining.comand the information referred to in paragraphs (4) and (5) in:our Corporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership.	☒and we have disclosed our boardskills matrix in:our Corporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director.	☒and we have disclosed the names of the directors considered by theboard to be independentdirectors in:our Corporate Governance Statementand, where applicable, the information referred to in paragraph (b)in:our Corporate Governance Statementand the length of service of each director in:our Corporate Governance Statement	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independentdirectors.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of alisted entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity.	☐	☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively.	☒	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –	INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒and we have disclosed our values in our code of conduct at:www.rtgmining.com	☐set outin our Corporate Governance Statement
3.2	A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code.	☒and we have disclosed our codeof conduct at:www.rtgmining.com	☐set outin our Corporate Governance Statement
3.3	A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy.	☒and we have disclosed our whistleblower policy in our code ofconduct at:www.rtgmining.com	☐set outin our Corporate Governance Statement
3.4	A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy.	☒and we have disclosed our anti-bribery and corruption policy in ourcode of conduct at:www.rtgmining.com	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 4 –	SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner.	☒and we have disclosed a copy of the charter of the committee at:www.rtgmining.comand the information referred to in paragraphs (4) and (5) in:our Corporate Governance Statement	☐set outin our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively.	☒	☐set outin our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor.	☒	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1.	☒and we have disclosed our continuous disclosure compliance policyat: www.rtgmining.com	☐set outin our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	☒	☐set outin our Corporate Governance Statement
5.3	A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation.	☒	☐set outin our Corporate Governance Statement
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	☒and we have disclosed information about us and our governance onour website at:www.rtgmining.com	☐set outin our Corporate Governance Statement
6.2	A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	☒	☐set outin our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders.	☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersin:our Corporate Governance Statement	☐set outin our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands.	☒	☐set outin our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	☒	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 7 –	RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	☒and we have disclosed a copy of the charter of the committee at:www.rtgmining.comand the information referred to in paragraphs (4) and (5) in:our Corporate Governance Statement	☐set outin our Corporate Governance Statement
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place.	☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodin: our Corporate Governance Statement	☐set outin our Corporate Governance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes.	☒and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes in: our Corporate Governance Statement	☐set outin our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
7.4	A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks.	☒and we have disclosed whether we have any material exposure toenvironmental and social risks in: our Corporate GovernanceStatement	☐set outin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5
PRINCIPLE 8 –	REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	☒and we have disclosed a copy of the charter of the committeeat:www.rtgmining.comand the information referred to in paragraphs (4) and (5)in: ourCorporate Governance Statement	☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesin: our Corporate Governance Statement	☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	☒and we have disclosed our policy on thisissue or a summary of it in:our Corporate Governance Satement	☐in our Corporate Governance Statement ORset out☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable

2021 Corporate Governance Statement

Revised ASX Corporate Governance Principles and Recommendations

A fourth edition of the ASX Recommendations came into effect on 1 January 2020, so entities with a 31 December balance date use these revised recommendations starting with the financial year ended 31 December 2020.

	Principle 1: Lay solid foundations for management and oversight
Principle		Complied	Comment
1.1	A listed entity should have and disclosea boardcharter setting out:	Yes	The Board has adopted a formal Board Charter, which sets out matters delegated to the Board,and those delegated to management.
	(a)the respective roles and responsibilities of itsboard and management; and		The Board's functions include: setting and monitoring the Company's strategic direction inconjunction with management, reviewof performance against targets and objectives, and
	(b)those matters expressly reserved to the boardand those delegated to management.		appropriate monitoring of compliance activities, and also reporting to shareholders on the directorand performance of the Company.
			The CEO, supported by members of senior management, is responsible for the day-to-daymanagement of the Company's affairs and the implementation of strategy and policy initiatives.
			The Board Charter is available on RTG Mining Inc.'s website at www.rtgmining.com
1.2	A listed entity should:	Yes	The Company complies with this recommendation as per the Remuneration and NominationCommittee Charter –section 2 (available on the Company's website) which provides that the
	(a)undertake appropriate checks before appointinga director or senior executive, or puttingsomeone forward to for election, as a director;and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-elect adirector.		Committee will:•undertake appropriate checks (including bankruptcy, character, criminal record andeducation history) before appointing or putting forward a candidate for director; and•ensure that security holders will be provided with all material information on prospectiveboard appointees.
			Director's biographical details, including relevant qualifications, experience and the skills they bringto the Board are detailed on the Company's website and within the Company's 2021AnnualFinancial Report (Directors'Report). Details of any other listed company directorships currentlyheld are also provided within the 2021Annual Financial Report (Directors'Report).
			All material information relevant to whether or not to elect or re-elect a Director is provided to theCompany's shareholders as part of the information Circular for each annual general meeting of theCompany.
1.3	A listed entity should have a written agreement witheach director and senior executive setting out theterms of their appointment.	Yes	Written agreements are in place with each Director and Key Management Personnel ("KMP")setting out the terms of their appointment. Key terms of agreements with KMP are included in the2021Annual Financial Report (Directors'Report).
			Each KMP enters into a service contract which sets out the material terms of employment,including a description of position and duties, reporting lines, remuneration arrangement andtermination rights and entitlements.In accordance with the TSX Listing requirements, eachDirector retires at each annual general meeting of the Company and is then eligible for re-election.

1.4	The Company Secretary of a listed entity should beaccountable directly to the board, through the chair,on all matters to do with the proper functioning of theboard.	Yes	The appointment of the Company Secretary is approved by resolution of the Board. The CompanySecretary is accountable directly to the Board through the Chairman, on all matters to do with theproper functioning of the Board and a reporting function to the CEOmatters.						in relation to management
			The Company Secretary has a direct line of communication with the Chairman and all Directors, andis responsible for supporting the proper functioning of theto, providing advice on governance and procedural issues, and the preparation of Board papers andminutes.						Board, which includes, but is not limited
1.5	A listed entity should:		The Board has a diversity policy in place, which outlines the Company's commitment to ensuring a
	(a)haveand disclose a diversity policy:	Yes	diverse mix of skills and talent amongst its Directors, officers and employees to enhance Companyperformance.A copy of the Company's Diversity Policy is disclosed on the Company's website
	(b)through its board or a committee of the board	No	www.rtgmining.com
	set measurable objectives for achieving genderdiversity in the composition of its board, seniorexecutives and workforce generally; and		At this stage of development, measurable objectives in relation to the Diversity Policy have not yetbeen established by the Board, however, the Company makes its appointment decisions based onmerit, by assessing whether a person's skills and experience are appropriate for particular roles. It
	(c)disclose in relation to each reporting period:1)the measurable objectives set for thatperiod to achieve gender diversity;		does not discriminate based on gender, age, ethnicity or cultural background.
		No	The Group workforce gender profile as at 31 December is set out in the following table:
								Male Female Total Male (%) Female (%) Total (%)
	2)the entity'sprogress towards achieving		Board	5	1	6	83	17	100
	those objectives;and		Senior management positions*	2	-	2	100	-	100
	3)either:		Other positions	-	3	3	-	100	100
	A.the respective proportions of men and		Total	7	4	11	64	36	100
	women on the board, in senior		*Senior management positions include the Interim Chief Financial Officer and Chief Operations
	executive positions and across the		Officer.
	whole workforce(including how theentity has defined "senior executive for		Throughout the year there was 1 woman that held a position on the Board:
	these purposes); or		•Justine Magee –				President, CEO and executive director.
	B.if the entity is a "relevant employer"under the Workplace Gender EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in andpublished under that Act.		The Company has in place a Diversity Policy appropriate for the Company's size and stage ofdevelopment. As the Company's operations develop, it will consider the adoption and the settingof measurable objectives for achieving gender diversity. To date thefollowing:						Company has focused on the

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity

a) promoting flexible work arrangements;

	in the composition of its board should be to have notless than 30% of its directors of each gender withina specified period.		b)eliminating all forms of unlawful discrimination and inappropriate workplace behavioursuch as bullying, harassment and victimisation;c)recruiting and retaining a workforce from a broad pool of candidates with diversifiedbackgrounds and experiences; andd)rewarding and maintaining high performing employees and encouraging the developmentof skills and experience.RTG is not a relevant employer under the Workplace Gender Equality Act 2012 (Cth) as it is not ahigher education provider or an employer of 100 or more employees in Australia.
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and(b)disclose, in relation to each reporting period,whether a performance evaluation wasundertaken in the reporting period inaccordance with that process.	Yes	The Board, with the assistance of the Remuneration and Nomination Committee, monitors itsperformance and the performance of Directors and Board Committees throughout the year. Thismay occur through an internal review led by the Chairman or be performed with the assistance ofexternal advisors as considered appropriate.The process for evaluation has remained in-house and informal during the year, with twoformalreviewsof the Board, its Committees and individual directors being undertaken by theRemuneration and Nomination Committee.The Remuneration and Nomination Committee Charter provides that disclosure is made at the endof each reporting period whether a performance evaluation was undertaken in that period inaccordance with that process.We refer readers to the 2021Annual Financial Report (Directors'Report).
1.7	A listed entity should:	Yes	During the reporting period performance reviews of KMP were carried out on an informal basis.
	(a)have and disclose a process for evaluating theperformance of its senior executivesat leastonce every reporting period; and		We refer readers to the 2021Annual Financial Report (Directors'Report).
	(b)discloseforeach reporting period, whether aperformance evaluation has beenundertaken inaccordance with that processduring or inrespect of that period.

	Principle 2: Structure the board to be effective and add value
	ASX recommendations	Check					Evidence of compliance/comments/suggested amendments
2.1	The board of a listed entity should:(a)have a nominationcommittee which:(1)has at least three members, a majority ofwhom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings	Yes	Nomination Committee comprising Mr Robertconsidered independent Non-Executive Directors.(www.rtgmining.com).(Directors'Report).		The members of the Committee and their attendance are disclosed in the 2021		The Company complied with this recommendation during the reporting period with the Remuneration andScott, Mr David Cruse and Mr Phillip Lockyer, whom areThe Remuneration and Nomination Committee Charter is disclosed on RTG's websiteAnnual Financial Report
2.2	A listed entity should have and disclose a board skillsmatrix setting out the mix of skills and diversity thatthe board currently has or is looking to achieve in itsmembership.	Yes	Director/SkillsMichael CarrickJustine MageeRobert ScottSean FielerDavid CrusePhilip Lockyer	CapitalMarkets	ResourcesIndustry	Mining/Geology	Finance/AccountingThe Board seeks a mix of skills suitable for a junior resources company. A summary of key board skills isset out above. The current mix of skills that are available to the Board is diverse, and the Board has beenselected to ensure that such a range of skills exists for the benefit of the Company. These skills are set out	ListedCompany

(www.rtgmining.com).

in the 2021 Annual Financial Report (Directors' Report**)** and on the Company website

2.3	A listed entity should disclose:	Yes	The position of each director and as to whether or not they are considered to be independent is set outbelow:
	(a)the names of the directors considered by the boardto be independent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box 2.3 but theboard is of the opinion that it does not compromisethe independence of the director, the nature of theinterest, position, association or relationship inquestion and an explanation of why the board is ofthat opinion; and(c)the length of service of each director.		NameMichael J CarrickJustine A MageeRobert N ScottSean FielerPhil C LockyerDavid A Cruse	PositionChairmanPresident & CEONon-Executive Lead-DirectorNon-Executive DirectorNon-Executive DirectorNon-Executive DirectorThe Independence of directors is set out in the 2021Annualthe RTG website. This also discloses the names of directors that are considered by the board to beindependent, and their length of service.	IndependenceNot independentNot independentIndependentIndependentIndependentIndependentFinancialReport (Directors'	Appointment date28/3/201328/3/201328/3/201312/10/202028/3/201328/3/2013Report)and on
2.4	A majority of the board of a listed entity should beindependent directors.	Yes	independent.We refer readers to Section 3(www.rtgmining.com).	The Board currently comprises a majority of independent directors with fourAll Directors having a conflict of interest in relation to a particular item of business must absent themselvesfrom the Board meeting before commencement of discussion on the topic.of the Board Charter found on the Company's website	of six	considered
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not bethe same person as the CEO of the entity.	No	Director on 30 October 2015.We refer readers to Section 3(www.rtgmining.com).	Whilst the Company recognises the benefit of having an independent director as Chairman, the Boardconsiders that Mr Carrick retains independent judgment such that it does not interfere with the dischargeof his duties to the Company. The Board has had due regard to the current size and structure of theCompany, composition of the current Board (with a majority of directors being independent) and MrCarrick's extensive experience in managing companies in the resources industry. The Board considersthat Mr Carrick is the most suitable person to act as chair and believes that it can maintain a high level ofintegrity to discharge its duties and responsibilities as a Board. Under the Canadian CorporateGovernance Policies, the Chair of the Board should be independent; and where this is not appropriate, anindependent director should be appointed as "Lead Director". Mr Robert Scott was appointed as LeadThe role of Chairman and CEO are not exercised by the same individual. Mr Carrick currently holds theposition of Chairman of the Board and Ms Magee holds the office of CEO.of the Board Charter found on the Company's website

2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether thereis a need for existing directors to undertakeprofessional development to maintain the skills andknowledge needed to perform their role as directorseffectively.	Yes	The Company has procedures in place to provide new Directors with any information they may requestand provide direct access to the Company Secretary and KMP available to any new appointee. TheRemuneration and Nomination Committee reviews the skills and experience of prospective Directors inorder to ensure appropriate development opportunities. Existing directors are encouraged to participate inappropriate professional development to develop and maintain the skills and knowledge needed toperform their role as Director.
-----	--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	-----	-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each new Director is inducted into the Company's policies and processes on appointment.

The Remuneration and Nomination Committee Charter can be found on the Company's website (www.rtgmining.com).

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

board is informed of any material incidents

reported under that policy.

	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
3.1	A listed entity shouldarticulate and disclose its values.	Yes	The Company sets out its values in the Code of Conduct, available on the Company's website(www.rtgmining.com).
3.2	A listed entity should:(a)have and disclose a code of conduct for itsdirectors, senior executives and employees; and(b)ensure that the board or a committee of the boardis informed of any material breaches of that code.	Yes	The Board has adopted a Code of Conduct, available on the Company's website (www.rtgmining.com),which sets out standards for appropriate ethical and professional behaviour that all Directors,management and employees are encouraged to comply with when dealing with each other, shareholders,customers and the broader community.
3.3	A listed entity should:(a)have anddisclose a whistleblowing policy; and(b)ensure that the board or a committee of the	Yes	The Company sets out its whistleblowing policy in the Code of Conduct, available on the Company'swebsite (www.rtgmining.com).

3.4 A listed entity should:

• Yes The Company sets out its anti-bribery and corruption policy in the Code of Conduct, available on the Company's website (www.rtgmining.com).
• (a) have and disclose an anti-bribery and corruption policy; and
• (b) ensure that the board or committee of the board is informed of any material breaches of that policy.

	Principle 4: Safeguard the integrity ofcorporate reports
	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whomare non-executive directors and a majorityof whom are independent directors; and(2)is chaired by an independent director, whois not the chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experienceof the members of the committee; and(5)in relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or	Yes	The Risk and Audit Committee currently comprises:•Robert Scott (Non-Executive Lead Director, Chair of the Risk and Audit Committee);•Phil Lockyer (Non-Executive Director); and•David Cruse (Non-Executive Director).All members are independent within the meaning of Canadian Securities National Instrument 52-110 andCGC Principles and Recommendations. Each of the members is financially literate under Section 1.5 ofCanadian Securities National Instrument 52-110. Details of each members'experience and education isavailable on RTG's website and within the Company's 2021Annual Financial Report.A copy of the Company's Risk and Audit Committee Charter can be found on the Company's website(www.rtgmining.com), and experience of the Committee together with details of their attendance atmeetings held during the reporting period, are included within the Directors'Report contained within the2021Annual Financial Report.The Committee met fourtimes during the reporting period, with those members appointed at the timeattending each of the meetings.Section 3 Risk and Audit Committee Charter determines the composition of the committee.
	(b)if it does not have an audit committee, disclose thatfact and the processes it employs thatindependently verify and safeguard the integrity ofcorporate reporting, including the processes forappointment and removal of external auditor androtation of audit engagement partner.

• 4.2 The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Yes As a foreign registered company, RTG is not required to comply with section 295A of the Corporations Act with respect to declarations in relation to financial statements by the chief executive officer and chief financial officer. However similar certificates are issued when required under Form 52-109F1 on the TSX for the CEO and Interim CFO declaring that accounts have been reviewed, are fairly represented and are without misrepresentation onto the Canadian compliance network SEDAR and can also be viewed on the Company's website (www.rtgmining.com).
• 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Yes The Company's Continuous Disclosure policy, available on the Company's website (www.rtgmining.com) explains the process carried out before information is released to the market.

Principle 5 : Make timely and balanced disclosure

	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
5.1	A listed entity shouldhave and disclose a written policyfor complying with its continuous disclosure obligationsunder listing rule3.1.	Yes	The Board has adopted a Policy on Continuous Disclosure which is available on the Company's website(www.rtgmining.com). The policy raises awareness of the Company's obligations under the continuousdisclosure regime; establishes a process to ensure that information about the Company, which may bemarket sensitive and which may require disclosure, is brought to the attention of the person primarilyresponsible for ensuring that the Company complies with its continuous disclosure obligations in timelymanner.
5.2	A listed entity should ensure that its board receivescopies of all material announcements promptly afterthey have been made.	Yes	In accordance with the Company's Continuous Disclosure Policy, available on the Company's website(www.rtgmining.com), the board receives copies of material announcements promptly after they havebeen made.
5.3	A listed entity that gives a new and substantive investoror analyst presentation should release a copy of thepresentation materials on the ASX MarketAnnouncement Platformahead of the presentation.	Yes	In accordance with the Company's Continuous Disclosure Policy, available on the Company's website(www.rtgmining.com), the board will release a copy of the presentation materials for any new andsubstantive investor or analyst presentation ahead of the presentation.

	Principle 6: Respect the rights of security holders
	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
6.1	A listed entity should provide information about itselfand its governance to investors via its website.	Yes	The Company keeps investors informed of its corporate governance, financial performance and prospectsvia its website (www.rtgmining.com).Investors can access copies of all announcements to the ASX/TSX, notices of meetings, annual reportsand financial statements, investor presentations via the "Investor" tab, and can access general informationregarding the Company and structure of the business under the "About Us" and "Projects" tabs.Investors can access information about the Company's corporate governance practices via the"Governance" page of the website.
6.2	A listed entity should havean investor relations programthat facilitateseffective two-way communication withinvestors.	Yes	The Company conducts regular investor briefings, roadshows, site visits and attends regional and industryspecific conferences in order to facilitate effective two way communication with investors and otherfinancial market participants. Access to Directors and KMP is provided at these events, with separateone-on-one or group meetings offered wherever possible.The presentation material provided at these events is posted on the Company's website(www.rtgmining.com), which also provides the opportunity for interested parties to join the mailing list toreceive regular updates from the Company.
6.3	A listed entity should disclose how it facilitates andencouragesparticipation at meetings of securityholders.	Yes	The Company facilitates communications with shareholders at meetings by:•Ensuring the attendance of a representative of the Company's auditors at the Company's AGMto respond directly to questions on audit related matters; and•Directing shareholders to raise any questions with the Company through the Company's websiteor through direct communication with Company personnel at Company meetings.
6.4	A listed entity should ensure that all substantiveresolutions at a meeting of security holders are decidedby a poll rather than by a show of hands.	Yes	The person chairing the meeting ascertains the true will of the security holders attending and voting at themeeting, either in person or via proxy and conducts a poll where necessary.

• 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.
  • Yes The Company welcomes electronic communication from its shareholders via its email address (reception@rtgmining.com). In addition, details of ASX announcements and Company reports are distributed to interested parties via email as well as being uploaded to the website (www.rtgmining.com).

The Company's share registry also engages with shareholders electronically. Shareholders can register with Computershare to access their personal information and shareholdings via the internet.

Principle 7: Recognise and manage risk

management framework.

	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk,each of which:(1)has at least three members, a majority ofwhom are independent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or	Yes	The Company currently has a Risk and Audit Committee. Its current members are Mr Robert Scott (Chairofthe Risk and Audit Committee), Mr Philip Lockyer and Mr David Cruse, all of whom are consideredindependent.TheDirectors have significant experience in, and understanding of, the industry in which the Companyoperates and the risks associated with public companies in the mining industry, to perform the functionsassociated with risk under the various Charters.A copy of the Risk andAudit Committee Charter can be found on the Company's website(www.rtgmining.com).Details of meetings for the year are set out in the 2021Annual Financial Report (Directors' Report)As part of its primary duties and responsibilities, the Risk and Audit Committee identifies and monitors themanagement of the principal risks that could impact the financial reporting of the Company.The Risk and Audit Committee discusses significant financial risk exposures and the steps managementhas taken to monitor, control, and report such exposures. The review includes a consideration of anysignificant findings prepared by the external auditor together with management's responses.
	(b)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocesses it employs for overseeing the entity's risk

7.2	The board or a committee of the board should:(a)review the entity's risk management framework atleast annually to satisfy itself that it continues to besoundand that the entity is operating with dueregard to the risk appetite set by the board; and(b)disclose,in relation to each reporting period,whether such a review has taken place.	Yes	Risk management is also carried out by management and the Board under policies approved by the Board.The Board also provides regular guidance for overall risk management, including guidance on specificareas, such as mitigating foreign exchange, interest rate and credit risk.Management is required to periodically report to the Board as to adherence to policies, guidelines and limitsapproved by the Board for management of risks.The Board undertakes an annual review of the Company's risk management policies and procedures toensure that it complies with its legal obligations and can effectively manage its material business risks.
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the functionis structured and what role it performs; or(b)if it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsgovernance, risk management and internal controlprocesses.	Yes	The Company does not maintain an internal audit function. However the Board and Risk and AuditCommittee maintain oversight of organisational risks including financial risks. The Risk and AuditCommittee is charged with reviewing and improving the Company's risk management framework andinternal control processes.
7.4	A listed entity should disclose whether it has anymaterial exposure to environmental or social risksand, if it does, how it manages or intends to managethose risks.	Yes	RTG outlines the risks it is exposed to in the Code of Conduct.

Principle 8: Remunerate fairly and responsibly
	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
8.1	The board of a listed entity should:	Yes	The Company does have a Remuneration and Nomination Committee, made up of the following:
	(a)have a remuneration committee which:		•Robert Scott (Non-Executive Lead Director, Chair of the Remuneration and Nomination Committee)
	(1)has at least three members, a majority ofwhom are independent directors; and		•Phillip Lockyer(Non-Executive Director)•David Cruse (Non-Executive Director)
	(2)is chaired by an independent director,		A copy of the Company's Remuneration and Nomination Committee Charter can befound on theCompany's website(www.rtgmining.com).
	and disclose:
	(3)the charter of the committee;		The 2021Annual Financial Report (Directors' Report) contains details of the number of times directorsmet during the reporting period and the attendance at those meeting by each of the members.
	(4)the members of the committee; and
	(5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings

8.2	A listed entityshould separately disclose its policiesand practices regarding the remuneration of nonexecutive directors and the remuneration of executivedirectors andother senior executives.	Yes	The structure of Non-Executive Director remuneration is clearly distinguishable from that of ExecutiveDirectors and other KMP. Non-Executive Directors are remunerated on a fixed fee basis for time andresponsibility as part of an aggregate pool of remuneration approved by shareholders. No incentives arein place for non-executive Directors.KMP (including Executive Directors) are remunerated on an annual basis on a combination of total fixedremuneration (i.e. cash base salary, superannuation and the value of any fringe benefits provided) andvariable "at risk" components;i.e. short term incentive ("STI") and long term incentive ("LTI").The STI variable component is designed to encourage and reward superior performance in a mannerwhich aligns the element of remuneration with the creation of shareholder wealth. The LTI variablecomponent is designed to incentivise and motivate key management personnel (KMP) to pursue the longterm growth and success of the Company.Grant of the STI is based on achievement of Company key performance measures and personalperformance measures as assessed on an annual basis. Awards of LTI's aredependent on the specificperformance hurdle being achieved during the vesting period.Further details regarding remuneration practices can be found in the 2021Annual Financial Report(Directors' Report).
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants are permittedto enter into transactions (whether through the useof derivatives or otherwise) which limit theeconomic risk of participating in the scheme; and(b)disclose that policy or a summary of it.	Yes	RTG executives are remunerated under the Loan Funded Share Plan. Under the Company's InsiderTrading Policy,employees are prohibited from Short-Selling, the use of Puts and or Calls which wouldlimit the economic risk of participating in the Plan (Clause 5) on the Company'swebsite.(www.rtgmining.com)