RTG Mining Inc. Receives Strong Support For A$15 Million Capital Raising

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Highlights

• $15 million raised in oversubscribed share placement
• Placement strengthens RTG's share register with a number of leading Australian and international institutional investors joining RTG's share register

SUBIACO, Western Australia, Feb. 10, 2015 /CNW/ - RTG Mining Inc. (TSX: RTG, ASX: RTG) ("RTG" or the "Company") is pleased to announce that it has resolved to raise approximately A$15 million in a placement to Australian and international institutional and sophisticated investors ("Placement"). The Placement was oversubscribed, reflecting the quality of the high grade, near term development opportunity at the Mabilo Project and the strong exploration potential at both the Mabilo and Bunawan Projects.

The Placement of approximately 22 million shares or subscription receipts to acquire shares and Chess Depository Instruments (together "Securities") was completed at a price of A$0.68 per Security, subject to standard regulatory and Agent approvals; representing a 1.5% premium to RTG's last traded price on the ASX and a 5.56% discount to RTG's 5 day volume weighted average ASX price.

Net proceeds of the Placement will be used:

• to fund permitting and development of the Mabilo Project;
• to fund exploration at the Bunawan Project; and
• for general working capital purposes.

RTG's President & CEO Justine Magee said, "We are extremely pleased with the strong support that RTG has received for the Placement from institutions around the globe, including from our existing institutional shareholders and from a number of new Australian and international institutions.  Following completion of the Placement, RTG will be in a strong financial position with cash and liquid assets of circa A$20.5 million net of fees to brokers, leaving RTG well funded to progress the Mabilo project, including the development of the DSO operations, following receipt of permitting."

Placement Details

The Placement consists of 22.3 million new Securities to be issued at a price of A$0.68 cents per Security to raise total funds of circa $15.1 million. The Securities will be issued in two tranches as below:

• Tranche 1 - Comprising 16.79 million Securities at A$0.68 cents per Security to raise circa $11.4 million, to be issued immediately, on or about 18 February 2015, pursuant to ASX Listing Rules 7.1 and section 607 of the TSX Listing Rules; and
• Tranche 2 - Comprising circa 5.5 million Securities at A$0.68 cents per Security to raise a further circa $3.7 million, (a) a portion of which is to be issued on or about 18 February 2015 to Canadian investors as subscription receipts to acquire shares (the "Subscription Receipts"), and (b) the remainder of which is to be issued to Australian and other international investors after receipt of shareholder approval at a meeting of shareholders expected to be held on or about 10 April 2015.  

That portion of the Placement to be subscribed for by Canadian investors is expected to be a Placement of units, with each unit comprised of approximately 0.75 shares and 0.25 Subscription Receipts.  Each Subscription Receipt will be automatically exercisable and entitle the holder to receive, without payment of additional consideration, one share of RTG upon the satisfaction of certain escrow release conditions, and the portion of the gross proceeds attributable to the Subscription Receipts will be held in escrow pending satisfaction of the escrow release conditions.  The escrow release conditions, among other things, will include the receipt of all required shareholder and regulatory approvals (including approval of Tranche 2 by RTG's shareholders and approval of the Placement by the Toronto Stock Exchange (the "TSX") and the Australian Securities Exchange Limited (the "ASX")).  If the escrow release conditions have not been satisfied on or prior to the release deadline (such deadline to be determined by the agents and RTG), the Subscription Receipts will be cancelled and an amount equal to the subscription price attributable to the Subscription Receipts shall be returned to the holders of the Subscription Receipts. 

A Notice of Meeting to approve Tranche 2 will be sent to shareholders in due course.

Hartleys Limited and GMP Securities Australia Pty Ltd acted as Australian Joint Lead Managers and Haywood Securities Inc. (including Ecoban Securities Corporation) acted as North American Lead Manager.

ABOUT RTG MINING INC.

RTG Mining Inc. is a mining and exploration company listed on the main board of the Toronto Stock Exchange and Australian Securities Exchange Limited.  RTG is focused on developing the high grade copper/gold/magnetite Mabilo Project and advancing exploration on the highly prospective Bunawan Project, both in the Philippines, while also identifying major new projects which will allow the Company to move quickly and safely to production.

RTG has an experienced management team (previously responsible for the development of the Masbate Gold Mine in the Philippines through CGA Mining Limited), and has B2Gold Corp. as one of its major shareholders in the Company. B2Gold Corp. is a member of both the S&P/TSX Global Gold and Global Mining Indices.

CAUTIONARY NOTE STATEMENT

Certain statements contained in this announcement constitute forward looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Private Placement and the anticipated closing thereof, the Company's objectives, strategies to achieve those objectives, the Company's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward looking statements generally can be identified by words such as "objective", "may", "will", "expect", "likely", "intend", "estimate", "anticipate", "believe", "should", "plans" or similar expressions suggesting future outcomes or events. Such forward looking statements are not guarantees of future performance and reflect the Company's current beliefs based on information currently available to management. Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company and the risk factors discussed in the Annual Information Form and other materials filed with the securities regulatory authorities from time to time which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Those risks and uncertainties include, but are not limited to: market conditions and demand for the Offering; the mining industry (including operational risks; risks in exploration, and development; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange rate fluctuations; the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities; risks related to operating in Nigeria and the Philippines; environmental risk; the dependence on key personnel; and the ability to access capital markets.

Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward looking statements in light of the risks set forth above. Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.

SOURCE RTG Mining Inc.

ENQUIRIES: Australian Contact, President & CEO - Justine Magee, Tel: [phone], Fax: [phone], Email: [email protected]