US$34M Raised IN Oversubscribed Private Placement Announcement to the Toronto Stock Exchange and Australian Stock Exchange
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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
RELEASE IN THE UNITED STATES
US$34M RAISED IN OVERSUBSCRIBED PRIVATE PLACEMENT
ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE
AND AUSTRALIAN STOCK EXCHANGE
27 FEBRUARY 2018
HIGHLIGHTS
US$34 million to be raised in oversubscribed share placement
Placement will strengthen RTG’s share register with a number of leading
Australian and international institutional investors
The Board of RTG Mining Inc. (“RTG”, the “Company”) (TSX Code: RTG, ASX Code:
RTG) is pleased to announce that the Company has received commitments to raise
approximately US$ 34 million in a private plac ement to Australian and international
institutional and sophisticated investors (“Private Placement”).
Hartleys Limited , together with Trump Securities LLC (the “ US Placement Agent ”),
acted as Joint Lead Managers to the Private Placement.
The Private Placement was oversubscribed, reflecting the strong institutional interest in
RTG’s proposal with a landowner lead consortium to secure an exploration licence at
the high tonnage copper -gold Panguna Project in Bougainville PNG and the
development of the high grade copper/gold/magnetite Mabilo Project in the Philippines.
The Private Placement will result in the issue of approximately 311 million Chess
Depository Instruments (“Securities”) to be listed on the ASX at an issue price of
A$0.14 per Security, representing a 12.5% discount to RTG’s last closing price on the
ASX of A$0.16.
Net proceeds of the Private Placement will be used:
to a dvance the interests of RTG in the proposal to secure a role as the
development partner with the landowner consortium led by the Special Mining
Lease Osikaiyang Landowners Association (“ SMLOLA”), at the old Panguna Mine
in Bougainville;
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to p rogress the arbitration process to confirm the 100% interest of Mt. Labo
Exploration and Development Corporation in the Mabilo Project in the Philippines
and consider additional drilling at the site;
to pursue new potential business development opportunities; and
for working capital and general corporate purposes.
Commenting on the success of the Private Placement, RTG’s President & CEO Justine
Magee said:
“We are extremely pleased with the strong support that RTG has received for the
Private Placement from a number of new high quality international institutions, as well
as from our existing shareholder base.
Following completion of the Placement, RTG will be in a strong financial position with
cash and liquid assets of circa US$ 33.5 million net of fees to brokers, leaving RTG
well-funded to progress various business development opportunities and continue to
seek to build a social licence to sustainably redevelop the Panguna Project in
Bougainville.”
Placement Details
The Private Placement consists of approximately 311 million new Securities to be
issued at a n issue price of A$0.14 per Security (“ Issue Price ”) to raise total fun ds of
circa US$34.0 million. The Securities will be issued in two tranches as below:
Tranche 1 – Comprising 25,137,836 Securities at the Issue Price to raise
approximately US$2.8 million, to be issued on or around 8 March 2018, pursuant to
ASX Listing Rule 7.1; and
Tranche 2 – Comprising 286,217,476 Securities at the Issue Price to raise a further
approximately US$31.2 million, to be issued subject to shareholder approval at a
meeting of shareholders expected to be held in late April 2018.
The Private Placement will be conducted under exemptions from prospectus and
disclosure requirements of applicable securities laws. The Private Placement is subject
to approval of TSX. A Notice of Meeting to approve Tranche 2 will be sent to
shareholders in due course.
Subject to shareholder approval at the General Meeting, the US Placement Agent will
be issued 12,715,201 unlisted advisor options equivalent to 5% of the gross proceeds
of the Private Placement , exercisable at A$0.14 with a five year expiry from date of
issue. Each unlisted option is convertible into one CDI.
ADDITIONAL DISCLOSURE
The Company continues to investigate a number of new business opportunities
diversifying its Philippine interests and the opportunity in Bougainville. No agreements
or arrangements (binding or otherwise) as to key terms have been reached with respect
to any potential opportunity , other than as set out previously with regard to a possible
role in the redevelopment of Panguna . At this stage there are no new business
opportunities available to the Company that are considered sufficiently progressed to be
considered material to RTG. There can be no guarantee that any particular opportunity
considered by RTG from time to time will result in a transaction being entered into
and/or completed.
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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 a proposal with a landowner lead consortium to s ecure an exploration licence at the
high tonnage copper -gold Panguna Project in Bougainville PNG and the high grade
copper/gold/magnetite Mabilo Project 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 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 Limite d, and has B2Gold as
one of its major shareholders in the Company. B2Gold is a member of both the
S&P/TSX Global Gold and Global Mining Indices.
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]
CAUTIONARY NOTE STATEMENT
This announcement includes certain “forward-looking statements” within the meaning of
Canadian and applicable securities legislation. Statement s 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 concernin g anticipated future events, interpretation of
exploration results, plans for further exploration and accuracy of mineral resource and
mineral reserve estimates and related assumptions and inherent operating risks, are
forward-looking statements. 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 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 disclosed under
the heading “Risk Factors” in RTG’s Annual Information Form for the year ended 31
December 2016 filed with the Canadian securities regulatory authorities on the SEDAR
website at 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, circums tances or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory authority.
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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 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 descri bed 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 f rom, or not subject to, registration under
the US Securities Act and applicable US state securities laws.