Ms. Justine Magee reports

MEMORANDUM OF AGREEMENT SIGNED WITH TVI RESOURCE DEVELOPMENT (PHILS.) INC.

A comprehensive settlement of all outstanding issues with the Villar-family-controlled Sage Capital and TVI Resource Development (Phils.) Inc. (TVIRD) has been reached and a binding memorandum of agreement has been signed. On execution of the final documents, expected in the next month, all litigation that RTG Mining Inc. had launched will be withdrawn as part of an agreed restructuring of the Mabilo project.

The Villar family is one of the most prominent families in the Philippines and RTG is pleased to partner with it in the development of the Mabilo project, which is a significant mining project for the country.

The key terms of the agreement for RTG include the following:

• RTG (through SRM Gold Ltd.) will retain a 40-per-cent interest in Mt. Labo Exploration and Development Corp., with the project also developed by Mt. Labo, in line with Philippine regulatory requirements, with Sage Capital (which is owned by TVIRD) holding the remaining 60 per cent.
• RTG will have a 2-per-cent net smelter royalty (NSR).
• RTG's debt, together with interest, currently in the order of $27-million (U.S.) (subject to audit), will be repaid out of the proceeds of stage 1 of the project, the direct shipping operation subject to customary requirements to address liquidity and continuing operations of Mt. Labo.
• Financing arrangements for the project as between the major shareholders of Mt. Labo have been successfully renegotiated (relieving RTG of a sole financing obligation) and replaced with a pro rata funding obligation, together with a disproportionate financing obligation of Sage Capital, as set out as follows.
• With debt repayments in full and the NSR, RTG will be entitled to approximately 57 per cent of the proceeds of stage 1, the direct shipping operation.
• RTG will be entitled to 40 per cent of the operating cash flow of the project, together with the 2-per-cent NSR and repayment of its debt, which is currently in the order of $27-million (U.S.).
• The first $5-million (U.S.) of expenditure for Mt. Labo (or 12 months of expenditure, whichever occurs the earlier), will be financed pro rata between the two shareholders (RTG will provide 40 per cent), and, thereafter, Sage Capital/TVIRD will sole finance the next $5-million (U.S.) of expenditure, with all additional financing thereafter to be provided on a pro rata basis.
• All parties are required to act in the best interests of the project and not compete.
• A shareholder agreement will be finalized, which will provide typical minority interest protection clauses, including reserve matters for voting, including annual budgets and appointments of key personnel.
• Any disputes will be resolved by the Singapore International Arbitration Centre.
• On completion of final signed documents, all litigation matters will be withdrawn and settled in full.

With the restructuring of the Mabilo project now agreed, over the balance of this year, the remaining permitting matters and financing plans will be finalized, a review of the 2016 feasibility study will be completed, together with finalizing the acquisition of surface rights, following which a commitment to development will be formalized by the board of Mt. Labo.

RTG is pleased with the outcome of the discussions and the co-operative and constructive approach adopted by the Villar family representatives. RTG believes the Villar family can be a strong and positive partner to work with to take the Mabilo project forward, with both near-term development and future exploration activities to expand the project, which will start to unlock the value of the project for all stakeholders, not only the local communities but for the country as a whole.

About RTG Mining Inc.

RTG Mining 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 with the primary focus on advancing the Mabilo project and considering new business development opportunities.

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 Ltd.

We seek Safe Harbor.