US$10M Raised IN Oversubscribed Private Placement Announcement to the Toronto Stock Exchange and Australian Stock Exchange
Not for release to US wire services or distribution in the United States
US$10M RAISED IN OVERSUBSCRIBED PRIVATE PLACEMENT
ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE
AND AUSTRALIAN STOCK EXCHANGE
20 DECEMBER 2021
HIGHLIGHTS
• Approximately US$10 million to be raised via institutional share placement
• Placement strongly supported by a number of leading institutional investors
• Placement strengthens RTG’s balance sheet as Mt. Labo Exploration and
Development Corporation (“Mt. Labo”) continues to progress the Mabilo project
together with other business development opportunities
The Board of RTG Mining Inc. (“RTG”, the “Company”) (TSX Code: RTG, ASX Code:
RTG) is pleased to announce that the Company has received commitments to raise
approximately US$10 million (circa A$14.2 million) in a private placement to institutional
and sophisticated investors (“Private Placement”).
Euroz Hartleys and Foster Stockbroking , together with INTE Securities LLC and M2-
Advisors (the “US Placement Agent ”), acted as Joint Lead Managers to the Private
Placement.
The Private Placement received strong institutional support, demonstrating the
considerable support for RTG’s interest in the high grade copper/gold/magnetite Mabilo
Project in the Philippines and the Company’s other potential opportunities.
The Private Placement will result in the issue of approximately 158.4 million Chess
Depository Instruments (“Securities”) to be listed on the ASX at an issue price of A$0.09
per Security, representing a 25% discount to RTG’s last closing price on the ASX of
A$0.12 (20% discount to the 10 day VWAP and 18% discount to the 20 day VWAP).
Net proceeds of the Private Placement will be used to assist Mt. Labo advance the Mabilo
Project towards start -up, the first phase being a Direct Shipping Operation including
addressing the restructuring plans in the Philippines, to provide Mt. Labo with the
opportunity to undertake a 3 hole drilling program focused on the porphyry target , to
continue to pursue new potential business development opportunities, including the
Panguna Project in the Autonomous Region of Bougainville, for partial repayment of the
Corporate Loan Facility, and for working capital and general corporate purposes.
Placement Details
The Private Placement consists of 158.4 million new Securities to be issued at an issue
price of A$0.09 per Security (“Issue Price”) to raise total funds of circa US$10 million.
The Securities are expected to be issued on or around 24 December 2021 (other than
the Director Participation) under the Company's ASX placement capacity, comprising
the issue of:
• 102,041,551 Securities using the Company's 15% placement capacity under ASX
Listing Rule 7.1 to raise approximately US$6.4 million (before costs); and
• 56,402,894 Securities using the Company's 10% placement capacity under ASX
Listing Rule 7.1A to raise approximately US$3.6 million (before costs).
The Private Placement will be conducted under exemptions from prospectus and
registration requirements of securities laws in relevant countries. The Private Placement
is subject to approval of TSX.
Directors of the Company intend to subscribe for up to 2,166,666 Securities under the
Private Placement, subject to receiving shareholder approval pursuant to ASX Listing
Rule 10.11 (Director Participation).
The US Placement Agent will be issued 5,827,959 unlisted advisor options equivalent to
5% of the gross proceeds of the Private Placement to US clients, exercisable at A$0.09
with a five year expiry from date of issue. Each unlisted option is convertible into one
CDI (Advisor Options).
The Company intends to hold a General Meeting, likely in February to seek shareholder
approval in respect of the Director Participation . A Notice of Meeting 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 Exchange. RTG is currently
focused primarily on progressing the Mabilo Project to start -up having recently received
a mining permit for the Project, wi th 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 but during these uncertain times the primary
focus is on advancing 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 M ining 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: 20 December 2021
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 expectat ions 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 governme nt 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, 2020 and detailed from time to time in our other
filings with the Canadian securities regulatory authorities availa ble 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 even ts, 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.