Ms. Justine Magee reports

A$19.5M RAISED IN STRONGLY SUPPORTED PLACEMENT

RTG Mining Inc. has received commitments to raise approximately $19.5-million (Australian) (circa $12.3-million (U.S.)) in a placement to institutional and sophisticated investors.

As recently reported (see Australian Securities Exchange announcement dated March 6, 2025), the secured financing facility with Glencore International AG provides for a total of up to $30-million (U.S.) (in three tranches), on attractive terms, for the development of Stage 1 of the high-grade copper and gold Mabilo project in the Philippines. Subsequent to securing binding finance and offtake arrangements with Glencore, the placement has received strong institutional demand, demonstrating the considerable support for RTG's high-grade copper and gold strategy.

The placement will result in the issue of approximately 783 million CHESS depository instruments to be listed on the ASX at an issue price of 2.5 Australian cents per security, representing a 3.8-per-cent discount to RTG's last closing price on the ASX of 2.6 Australian cents.

Net proceeds of the placement will be used to provide working capital to advance the Mabilo project toward start-up and operations to unlock the early and strong cash flows of the project, with the first phase being a direct shipping operation. RTG will also be well financed to progress plans for additional exploration at the Mabilo project to expand the current reserve in the oxide layer, including additional high-grade supergene chalcocite copper material and further drilling, to then expand the reserves in the primary skarn material for Stage 2.

In addition to this drilling, RTG will commit to a 5,000-metre drill program at the Chanach project, including 3,000 m into the potential high-grade porphyry target identified in the recent 3-D induced polarization programs. This will run from late May through to October/November depending on the available field season. Other work plans include continuing the pursuit of new potential business development opportunities, including the Panguna project in the autonomous region of Bougainville, and general working capital purposes.

Placement details

The placement consists of 783 million new securities to be issued at the issue price of 2.5 Australian cents per security to raise total funds of circa $19.5-million (Australian). The placement will be conducted in two tranches. The first tranche of approximately 169,297,750 new securities is expected to be issued on or around April 9, 2025, using the company's 15-per-cent placement capacity under ASX listing Rule 7.1 to raise $4.2-million (Australian) (before costs).

The second tranche of new securities, being the balance of the placement (approximately 613.7 million new securities), will be issued as follows:

• Subject to receiving shareholder approval under ASX listing Rule 10.11, the issue of up to seven million new securities to the RTG directors and up to 241 million new securities to Equinox Partners LP, which is deemed to be a related party of the company by virtue of non-executive director Sean Fieler's position as a controlling member of Equinox Partners GP, the general partner of Equinox Partners LP;
• Subject to receiving shareholder approval under ASX listing Rule 7.1, the further issue of a total of up to 365 million new securities to institutional and sophisticated investors (including existing shareholders of RTG).

Shareholder approval for the issue of the new securities under the second tranche of the placement will be sought at a general meeting of the company expected to be held in May, 2025. Settlement and allotment of new securities under the second tranche of the placement are expected to occur shortly after approval is obtained at the general meeting. Further details relating to the issue of these new securities will be set out in a notice of meeting to be sent to shareholders in due course.

Foster Stockbroking Pty. Ltd. acted as lead manager and bookrunner to the placement.

The placement will be conducted under exemptions from prospectus and registration requirements of securities laws in relevant countries. The placement is subject to approval of the Toronto Stock Exchange.

About RTG Mining Inc.

RTG 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 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 several exciting new opportunities including the Panguna project in Bougainville, which it remains committed to, while also considering further 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. RTG has some of the most respected international institutional investors as shareholders, including Equinox Partners and Franklin Templeton.

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