US$6M Raised IN Strongly Supported 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$6M RAISED IN STRONGLY SUPPORTED PRIVATE PLACEMENT
ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE
AND AUSTRALIAN STOCK EXCHANGE
22 MAY 2020
HIGHLIGHTS
• US$6 million to be raised via institutional share placement
• Placement strongly supported by a number of leading Australian and
international institutional investors
• Placement strengthens RTG’s balance sheet as the Company 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$6 million (circa A$9.2 million) in a private placement to Australian and
international institutional and sophisticated investors (“Private Placement”).
Hartleys Limited , 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 interest in 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 162 million Chess
Depository Instruments (“Securities”) to be listed o n the ASX at an issue price of
A$0.057 per Security, representing only a 1.7% discount to RTG’s last closing price on
the ASX of A$0.058.
Net proceeds of the Private Placement will be used:
• to work towards finalizing the Mining Licence permitting on the Mabilo Project whilst
the Company awaits the handing down of a decision on the Arbitration in Singapore;
• to continue to support the advancement of the Mabilo Project towards start -up, the
first phase being a Direct Shipping Operation;
• to continue to pursue new potential business development opportunities;
• for partial repayment of the Corporate Loan Facility; and
• for working capital and general corporate purposes.
Placement Details
The Private Placement consists of 162 million new Securities to be issued at a n issue
price of A$0.057 per Security (“Issue Price”) to raise total funds of circa US$6 million.
The Securities will be issued in two tranches as below:
• Tranche 1 – Comprising 60,128,550 Securities at the Issue Price to raise
approximately US$2.2 million, to be issued on or around Friday, 29 May 2020,
pursuant to ASX Listing Rule 7.1; and
• Tranche 2 – Comprising 102,422,120 Securities at the Issue Price to raise a further
approximately US$3.8 million, to be issued subject to shareholder approval at a
meeting of shareholders expected to be held in July 2020.
The Private Placement will be conducted under exemptions from prosp ectus and
registration requirements of securities laws in relevant countries. 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.
In accordance with ASX Listing Rule 10.11, 4,112,080 Securities will be issued to related
parties subject to shareholder approval at the General Meeting.
Subject to shareholder approval at the General Meeting, the US Placement Agent will
be issued 6,806,612 unlisted advisor options equivalent to 5% of the gross proceeds of
the Private Placement to US clients, exercisable at A$0.057 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 to support the SMLOLA Joint
Venture 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
previously disclosed. At this stage there are no new business opportunities available to
the Company that are considered sufficiently progressed to be conside red 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.
ABOUT RTG MINING INC
RTG Mining Inc. is a mining and exploration company listed on the main board of the
Toronto Stock Exchange , the Australian Securities Exchange and the OTCQB Venture
Market. 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: 22 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 in clude
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 agen cies 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 milest ones 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 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, cir cumstances 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 jurisdict ion. 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.