Contiguous to Link-Catharine Rldz Property, Ontario, BY Acquisition of Catharine GOLD Inc. Resulting IN Change of Control of RTM
11 00 - 5 95 H o w e S t r e e t , V a n c o u v e r, B C V6 C 2 T 5
T ( 6 0 4 ) 6 8 1- 3 1 7 0 , F ( 6 0 4 ) 6 8 1- 3 5 5 2, I N F O@ R T M C O R P. C O M
W W W. R T M C O R P. C O M
NEWS RELEASE
RT MINERALS CORP. (“RTM”) TO ACQUIRE 100 SQUARE KILOMETRES OF MINERAL CLAIMS
CONTIGUOUS TO LINK-CATHARINE RLDZ PROPERTY, ONTARIO, BY ACQUISITION OF
CATHARINE GOLD INC. RESULTING IN CHANGE OF CONTROL OF RTM
Vancouver, B.C. – March 24, 2021 – RT Minerals Corp. (TSXV: RTM) (OTC Pink: RTMFF) (the “ Company”
or “RT Minerals” or “RTM”) is pleased to announce that it has entered into an arm’s -length agreement
with Mr. Ryan Kalt and Calgary-based Kalt Industries Ltd. to acquire all of the outstanding common shares
of Catharine Gold Inc. (“Catharine Gold”). Catharine Gold is a privately-held exploration company based
in Vancouver, British Columbia which owns the mineral rights to approximately 100 sq uare kilometres
(24,536 acres) of mineral properties which commence contiguous to the border of RTM’s Link -Catharine
property and which extend throughout six townships in northern Ontario, Canada. The mineral properties
controlled by Catharine Gold are situated approximately 22 km southeast of Kirkland Lake, Ontario and
extend intermittently and generally south, east and northeast immediately from RTM’s current Link -
Catharine property boundary for up to about 20 km, as well as ranging between 7 km to 21 km south of
the Cadillac Larder Lake Break (“CLLB”). The Catharine Gold property holdings are host to a large area
covering a southwestern section of the prospective Abitibi greenstone belt south and sub-parallel to the
CLLB. At least six known gold and base metal occurrences, local structural features as well as favourable
geologic package, known to host gold and base metal mineralization, occurs within licenses controlled by
Catharine Gold. From west to east the Catharine Gold property holdings cover portions of the contact-
point of the Round Lake Batholith and granodiorite suite extending into mafic and intermediate volcanics
to felsic volcanics.
Mr. Donald (Dan) M. Clark, Chairman and President of RT Minerals, states: “The combination of the 100
square kilometre favourable geologic package and land position held by Catharine Gold has the potential
for RT Minerals to be one of the largest mineral right owners within the Abitibi greenstone belt of northern
Ontario and Quebec. This underexplored portion of the belt is an important, immediately-adjacent major
expansion to RTM’s significant gold discovery in this area on its 100% optioned Link -Catharine property
where values of up to 8m at 9.43 g/t Au were encountered in near-surface drilling in late-2020. This drilling
intersected an overall area of intermittent gold values of approximately 130m wide by 100m in length and
90m in depth during November and December of 2020 (see RTM news releases dated November 11, 2020
and December 1, 2020). Furthermore, the forward-addition of Mr. Kalt to the board of directors will bring
additional financial and mineral management expertise to the Company to further advance RTM and
expand our exploration efforts within the 100 square kilometre land package to be controlled by RTM”.
2
LEGAL_35927254.2
Figure One: Map of the License Holdings of RT Minerals Corp. and Catharine Gold Inc., respectively.
Particulars of the Transaction
To acquire 100% interest in Catharine Gold, the Company will issue 21,000,000 common shares (the “RTM
Shares”) which will be subject to a multi-year escrow release under a Tier 2 Escrow Surplus Agreement,
under which the RTM Shares will be released from Escrow as to 1,050,000 common shares on approval of
the TSX Venture Exchange, 1,050,000 common shares 6 months thereafter, 2,100,000 common shares 1
year thereafter, 2,100,000 common shares, 1.5 years thereafter, 3,150,000 common shares 2 years
thereafter, 3,150,000 common shares 2.5 years thereafter and 8,400,000 common shares 3 years
thereafter. The property held by Catharine Gold is subject to a pre-existing 2% royalty.
The proposed transaction is subject to shareholder and TSX Venture Exchange approval and if completed
will result in a change of control, as that term is defined by the policies of the TSX Venture Exchange. Post-
closing, on a direct and indirect basis, Mr. Kalt will control the 21,000,000 common shares to be issued by
RT Minerals as described herein, in addition to 2,575,000 common shares (and 500,000 common share
purchase warrants) already held by Mr. Kalt on a direct and indirect basis, representing together and in
3
LEGAL_35927254.2
the aggregate, on a fully-diluted and post-issuance basis, a total 37.3% ownership interest in RTM. A
shareholders meeting to consider and approve the transaction is expected to be held in late May 2021 or
earlier if approved by the consent of the holders of a majority of the outstanding shares of RTM. Upon
closing of the transaction, Mr. Kalt will be appointed a director of the Company.
Mr. Ryan Kalt is an experienced entrepreneur and businessperson who has founded and built a number
of significant private and publicly-traded companies. He is presently the Chairman of Kalt Industries Ltd.,
a diversified investment company based in Calgary, Alberta. Mr. Kalt also currently serves as the Chairman
and Chief Executive Officer of Red Lake Gold Inc. and as Chairman and Chief Executive Officer of Dixie
Gold Inc. and has served as a director for a significant number of both publicly traded and private
corporations. Mr. Kalt is also the Chairman and Chief Executive Officer of Alma Gold Inc., a private
reporting issuer, and is a member of the Law Society of Alberta. Additionally, he previously served as the
Founder and Chief Executive Officer of Gold Royalties Corp., which was publicly traded until its acquisition
by Sandstorm Gold Ltd.
Mr. Kalt holds a B.Comm (Honours) from Queen's University, an LL.B. from the University of Western
Ontario, an LL.M. in Natural Resources, Energy and Environment Law from the University of Calgary and
a Master of Business Administration (MBA) from the Richard Ivey School of Business.
Qualified Person
Mr. Garry Clark, P.Geo., is the Qualified Person for RTM and he has reviewed and approved the technical
content of this press release.
About RT Minerals Corp.
RT Minerals Corp. is a junior exploration company listed on the TSX Venture Exchange under the symbol
“RTM” and has 43, 122,988 shares outstanding. The Company holds 100% interest in t he Norwalk gold
property located near Wawa, Ontario. The Company also holds an option to acquire 100% interest in the
Link-Catharine RLDZ gold property comprised of 15 unpatented single cell mining claims with a total area
of 220 hectares in one claim block located approximately 25 km SSE of the Town of Kirkland Lake, Ontario.
For more information on the Company and its properties, please visit the Company’s website at
www.rtmcorp.com.
FOR FURTHER INFORMATION CONTACT:
Donald (Dan) M. Clark
Chairman, President and Chief Executive Officer
RT Minerals Corp.
Telephone: 604-681-3170 Fax: 604-681-3552
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.
Forward-Looking Statements
This news release contains certain forward-looking statements, which relate to future events or future performance
and reflect management’s current expectations and assumptions. Such forward -looking statements reflect
management’s current beliefs and are based on assumptions made by and informat ion currently available to the
Company. Readers are cautioned that these forward -looking statements are neither promises nor guarantees, and
4
LEGAL_35927254.2
are subject to risks and uncertainties that may cause future results to differ materially from those expected including,
but not limited to, market conditions, availability of financing, actual results of the Company’s exploration and other
activities, environmental risks, future metal prices, operating risks, accidents, labor issues, delays in obtaining
governmental approvals and permits, and other risks in the mining industry. All the forward -looking statements
made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings
available on SEDAR at www.sedar.com. T hese forward-looking statements are made as of the date hereof and the
Company does not assume any obligation to update or revise them to reflect new events or circumstances save as
required by applicable law.