RTG Mining Inc. Announces Issue of US$2.2 Million Chess Depository Instruments Under Tranche 1 of Placement Announcement to the Toronto Stock Exchange and Australian Securities Exchange

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

RTG MINING INC. ANNOUNCES ISSUE OF US$2.2 MILLION CHESS

DEPOSITORY INSTRUMENTS UNDER TRANCHE 1 OF PLACEMENT

ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE

AND AUSTRALIAN SECURITIES EXCHANGE

29 MAY 2020

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 approximately 60,128,550 Chess Depository Instruments (“ Securities”) at a price of

A$0.057 per Security to Australian and international institutional and sophisticated

investors pursuant to Tranche 1 of the private place ment announced by the Company

on 22 May 2020 (“ Private Placement ”). Tranche 1 of the Private Placement raised

proceeds of circa US$2.2 million (before costs).

Hartleys Limited, together with INTE Securities LLC, acted as Joint Lead Managers to

the Privat e Placement. A Notice of Meeting to approve Tranche 2 of the Private

Placement will be sent to shareholders in due course.

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. RTG is currently focused

primarily on progressing the Mabilo Project to start -up with permitting well advanced, to

move quickly and safely to a producing gold company.

RTG also has a number of exciting new opportunities but during these uncertain times

primary focus is on the Mabilo Project.

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 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: 29 May 2020

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 Private Placement, the use of the net proceeds from the

Private Placement, the timing of the shareholder meeting to approve Tranche 2 of the

Private 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 concernin g 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 Private

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 t o 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, 2019 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 event s 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.