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RTG.TO ·

Long Form Documentation Now Finalised and Executed FOR Mabilo Restructure Announcement to the Toronto Stock Exchange and Australian Securities Exchange

Corporate Updates

Not for release to US wire services or distribution in the United States

LONG FORM DOCUMENTATION NOW FINALISED AND

EXECUTED FOR MABILO RESTRUCTURE

ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE

AND AUSTRALIAN SECURITIES EXCHANGE

20 JULY 2023

The Board of RTG Mining Inc. (“RTG”, or the “Company”) (TSX Code: RTG, ASX Code:

RTG) is pleased to announce the completion of the final documentation relating to the

comprehensive settlement of all outstanding issues with the Villar Family controlled Sage

Capital and TVI Resource Development (Phils.) Inc. (“TVIRD”).

The Company announced the key terms of the binding Memorandum of Agreement with

TVIRD on 22 May 2023 . With the final documents now completed, the Company is

pleased to confirm all litigation has been withdrawn and settled in full and we are now

able to focus on the planning for a commencement of development for the high grade

copper/gold Mabilo Project

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 a number of 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 h as 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 a s shareholders including Franklin

Templeton, Equinox Partners and Sun Valley.

ENQUIRIES

Australian Contact US Contact

President & CEO – Justine Magee Investor Relations – Jaime Wells

Tel: +61 8 6489 2900 +1 970 640 0611

Fax: +61 8 6489 2920

Email: [email protected] [email protected]

COMPLIANCE STATEMENT

Date: 20 July 2023

Authorised for release by: By the Board of Directors

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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 including, among others, statements made or implied

relating to the interpretation of exploration results, accuracy of mineral resource and

mineral reserve estimates, parameters and assumptions used to estimate mineral

reserves and mineral resources, realization of mineral reserve and mineral resource

estimates, estimated economic results of the Mabilo Project, future operational and

financial results, including estimated cashflow and the timing thereof, estimated

expenditures, expansion, exploration and development activit ies and the timing thereof,

including expectations regarding the DSO, plans for progressing Stage 2 development,

completion of a debt funding package, the negotiation of contracts for start up works and

offtake arrangements and the completion of merged doc umentation, RTG’s objectives,

strategies to achieve those objectives, RTG’s beliefs, plans, estimates and intentions,

and similar statements concerning anticipated future events, results, circumstances,

performance or expectations. All statements, other th an statements of historical fact,

included herein, are forward -looking statements. Forward looking statements generally

can be identified by words such as “objective”, “may”, “will”, “expected”, “likely”, “intend”,

“estimate”, “anticipate”, “believe”, “sho uld”, “plans”, or similar expressions suggesting

future outcomes or events. 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 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 developme nt 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, 2022

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 except in transactions exempt from, or not subject to,

registration under the US Securities Act and applicable US state securities laws.