Memorandum of Agreement Signed with TVI Resource Development (Phils.) Inc. Announcement to the Toronto Stock Exchange and Australian Securities Exchange
Not for release to US wire services or distribution in the United States
MEMORANDUM OF AGREEMENT SIGNED WITH TVI RESOURCE
DEVELOPMENT (PHILS.) INC.
ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE
AND AUSTRALIAN SECURITIES EXCHANGE
22 MAY 2023
The Board of RTG Mining Inc. (“RTG”, or the “Company”) (TSX Code: RTG, ASX Code:
RTG) is pleased to announce that 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 signed. On
execution of the final documents, expected in the next month, all litigation that RTG 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launched will be withdrawn as part of an agreed restructuring of the Mabilo Project.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 them 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 Limited) will retain a 40% interest in Mt. Labo Exploration
and Development Corporation (“Mt. Labo”) 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%;
• RTG will have a 2% net smelter royalty (“NSR”);
• RTG’s debt together with interest, currently in the order of US$27 M (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
ongoing operations of Mt. Labo;
• Funding arrangements for the project as between the major shareholders of Mt.
Labo have been successfully renegotiated, (relieving RTG of a sole funding
obligation) and replaced with a pro- rata funding obligation, together with a
disproportionate funding obligation of Sage Capital, as set out below;
• With debt repayments in full and the NSR, RTG will be entitled to approximately
57% of the proceeds of Stage 1, the Direct Shipping Operation;
• RTG will be entitled to 40% of the operating cashflow of the project, together with
the 2% NSR and repayment of its debt, which is currently in the order of US$27M;
• The first US$5M of expenditure for Mt. Labo (or 12 months of expenditure,
whichever occurs the earlier) , will be funded pro-rata between the two
shareholders (ie RTG will provide 40%) and thereafter, Sage Capital/TVIRD will
sole fund the next US$5M of expenditure, with all additional funding 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 shareholders’ agreement will be finalised 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;
and
• 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 finalised, a review of the 2016
Feasibility Study will be completed, together with finalising the acquisition of surface
rights, following which, a commitment to development will be formalised 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 they
can be a strong and positive partner to work with to take the Mabilo Project forward, with
both a 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 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 recently received
a mining permit for the Project, with a view to moving quickly and s afely 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 Limited.
RTG has some of the most respected international institutional investors as 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: 22 May 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 activities 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 offt ake
arrangements and the completion of merged documentation, RTG’s objectives, strategies to
achieve those objectives, RTG’s beliefs, plans, estimates and intentions, and similar statements
concerning anticipated future events, results, circumstances, perf ormance or expectations. All
statements, other than 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”, “i ntend”, “estimate”, “anticipate”, “believe”, “should”, “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 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, 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 an nouncement 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.