Not for release to US wire services or distribution in the United States
ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE AND AUSTRALIAN SECURITIES EXCHANGE
SUBIACO, AU / ACCESS Newswire / April 9, 2025 / The Board of RTG Mining Inc. ("RTG", the "Company") (TSX Code:RTG)(ASX Code:RTG) is pleased to announce that the Company has successfully completed the issue of 169,297,750 Chess Depository Instruments ("Securities") at a price of A$0.025 per Security to institutional and sophisticated investors pursuant to the placement announced by the Company on 31 March 2025 ("Placement"). Tranche 1 of the Private Placement raised proceeds of circa A$4.2 million (before costs). 169,297,750 Tranche 1 Securities were issued using the Company's placement capacity under ASX Listing Rule 7.1.
Foster Stockbroking Pty Ltd ("FSB") acted as lead manager and bookrunner to the Placement ("Lead Manager").
Shareholder approval will now be sought at a general meeting to be scheduled in May 2025, for the issue of Tranche 2 Securities to Placement participants, the details of which are in RTG's announcement and Appendix 3B released to ASX on 31 March 2025.
A Notice of Meeting relating to these approvals will be sent to shareholders in due course.
The Placement is conducted under exemptions from prospectus and registration requirements of securities laws in relevant countries. The Placement is subject to approval of TSX. The Company intends to rely on exemption under Section 602.1 of the TSX company manual with respect to the Placement and shareholder approval.
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 now 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 Limited. RTG has some of the most respected international institutional investors as shareholders including Equinox Partners and Franklin Templeton.
ENQUIRIES
President & CEO - Justine Magee Tel: +61 8 6489 2900 Email: jmagee@rtgmining.com
Australian Investor and Media Contact Sam Burns: +61 400 164 067 Email: sam.burns@sdir.com.au
COMPLIANCE STATEMENT
Date: 9 April 2025
Authorised for release by: By the Board of Directors
CAUTIONARY NOTE STATEMENT
The Toronto Stock Exchange has not reviewed nor does it accept responsibility for the accuracy or adequacy of this press release, which has been prepared by management.
This announcement includes certain "forward-looking statements" within the meaning of Canadian securities legislation. All statements in this announcement, other than statements of historical facts are forward-looking statements, including statements made or implied relating to the anticipated timing, closing, size, structure of and exemptions utilized under the Placement, the use of the net proceeds from the Placement, the timing of the shareholder meeting to approve Tranche 2 of the Placement, the Company's opportunities to diversify its Philippine interests and to participate in the redevelopment of the Panguna Mine in Bougainville, the Company's objectives, strategies to achieve those objectives, the Company's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, plans for further exploration. 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 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 as discussed in RTG's annual report for the year ended December 31, 2024 and detailed from time to time in our other filings with the Canadian securities regulatory authorities available at www.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 to US wire services 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 or to or for the account or benefit of a U.S. Person (as defined in Regulation S under the US Securities Act), except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
