RMG : Convertible Note Issue

22 March 2017

CONVERTIBLE NOTE ISSUE

RMG Limited (RMG or the Company) is pleased to advise it has raised an additional $0.5m by the issue of convertible notes.

The Company has raised $0.5m by the issue of 500,000 convertible notes at $1 each. The terms of the notes are:

• An Interest rate of 10%pa;

• The notes are unsecured;

• The term is 12 months; and

• The conversion price is $0.013 per share and is subject to shareholder approval.

Following the recently announced placement to raise $1.178m and the repayment of existing debt facilities the Company has approximately $1.6m to utilise in its search for development projects and maintenance of the Chile project.

End

For further information please contact: Mr Robert Kirtlan Mr John Zee

[phone] [phone]

About RMG:

RMG holds permits in the northern part of Chile. The project is called Tuina and is located approximately 50km from the world's second largest copper mine, Chuquicamata. The Tuina district has had mining of mantos style deposits for several decades and is considered to have significant potential for new discoveries and extraction of sulphide ore which to date has not been mined. RMG is focused on acquiring a producing or near term producing mine to provide cashflow and opportunities for further acquisitions. Please visit the Company's website for more information.

Suite 5 Level 1, 12-20 Railway Road

Subiaco WA 6008

Phone [phone] Email [e-mail] www.rmgltd.com.au

22 March 2017

Company Announcements Office ASX Limited

Dear Sir/Madam,

ISSUE OF RMG LIMITED SECURITIES - SECONDARY TRADING NOTICE ‐ NOTIFICATION PURSUANT TO PARAGRAPH 708A(5)(e) OF THE CORPORATIONS ACT 2001 ("Act")

RMG Ltd ("Company") has issued a total of 500,000 convertible notes with a face value of

$1.00 per note to sophisticated and overseas investors to raise $500,000. An Appendix 3B is attached to this notice. ("Securities").

Secondary Trading Exemption

The Act restricts the on‐sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

1. the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

2. as at 22 March 2017 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

3. as at 22 March 2017 there is no information:

4. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

5. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

6. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

7. the rights and liabilities attaching to the Securities.

8. Yours faithfully

   RMG Limited Lloyd Flint

   Company Secretary

   Appendix 3B New issue announcement

   Appendix 3B

   Rule 2.7, 3.10.3, 3.10.4, 3.10.5

   New issue announcement, application for quotation of additional securities and agreement

   Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

   Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

   Name of entity

   RMG LIMITED

   ABN

   51 065 832 377

   We (the entity) give ASX the following information.

   Part 1 - All issues

   You must complete the relevant sections (attach sheets if there is not enough space).

   1. Unlisted convertible notes

   1 +Class of +securities issued or to be issued

   1. 500,000

9. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   1. Unlisted convertible notes with a face value of $1.00each; a term of 12 months; interest of 10%pa; unsecured; conversion price of

   $0.013 per share; subject to shareholder approval.

10. Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid

    +securities, the amount outstanding and due dates for payment; if

    +convertible securities, the conversion price and dates for conversion)

    + See chapter 19 for defined terms.

    01/08/2012 Appendix 3B Page 1

    Appendix 3B

    New issue announcement

    1. No

    1. From conversion date or redemption date

    1. Do not participate in dividend

    1. Do not rank

11. Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

    If the additional securities do not rank equally, please state:

    • the date from which they do

    • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

    • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

      1. $1.00 per note

12. Issue price or consideration

    Pursuant to a convertible note subscription agreement with sophisticated and overseas investors

13. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Yes

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

30 November 2016

6b The date the security holder resolution under rule 7.1A was passed

1. 500,000

6c Number of +securities issued without security holder approval under rule 7.1

1. n/a - unlisted

6dNumber of +securities issued with security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 2 01/08/2012