RTG Mining : Notice of General Meeting/Proxy Form

onlyABN 70 164 362 850

RTG Mining Inc.

usepersonalNotice of General Meeting

10:00am (Perth, Western Australia time), Thursday, 24 February 2022

The Park Business Centre

For45 Ventnor Avenue

West Perth, Western Australia 6005

A General Meeting of RTG Mining Inc. (RTG or the Company) will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia 6005 at 10:00am (Perth, Western Australia time) Thursday, 24 February 2022

only
	Dear Shareholder
	This notice of meeting and explanatory notes (Notice) sets out	The Company proposes to use the net proceeds from the
	resolutions amongst other things, that seek shareholder	Proposed Placement to:
	approval for the ratification of issue of fully paid shares in the	•	Assist Mt. Labo advance the Mabilo Project towards
	Company (Shares) under the US$10 million (A$14.2 million)
		start-up, the first phase being a Direct Shipping
	placement at A$0.09 per Share (Issue Price) to sophisticated
		Operation including addressing the restructuring plans
	and professional investors as announced on the Australian
		in the Philippines;
	Securities Exchange (ASX) and the Toronto Stock Exchange
	•
	(TSX) on 20 December 2021 (Private Placement). The Issue	To provide Mt. Labo with the opportunity to undertake
	Price represents a 25% discount to RTG's last traded price on		a 3 hole drilling program focused on the porphyry
	ASX prior to the announcement of the Private Placement and an		target;
	18% discount to the 20 day Volume Weighted Average Price	•	To continue to pursue new potential business
	(VWAP).
		development opportunities, including the Panguna
	The Private Placement received strong institutional support,		Project in the Autonomous Region of Bougainville;
	demonstrating the considerable support for RTG's interest in the	•	For partial repayment of the Corporate Loan Facility;
	high grade copper/gold/magnetite Mabilo Project in the		and
	Philippines and the Company's other potential opportunities.		For working capital and general corporate purposes.
useThe issue of Shares under the Private Placement has been	•
The following pages contain details on the items of business
	structured in two tranches. The issue of the first tranche on 24
	(Items) to be conducted at the annual general meeting (Meeting).
	December 2021 did not require shareholder approval as the
personalFor	Your directors believe that each of the Items is in the best interest
	Company had sufficient capacity under Chapter 7 of the ASX	of the Company and its shareholders.
	Listing Rules. However, RTG is seeking shareholder approval to
	r	tify the issue of the first tranche of Shares under Chapter 7 of	Voting on the Items is important and I encourage all shareholders,
	the ASX Listing Rules. RTG is of the view that this is a sensible	holders of CDIs and persons who hold their interest in the
	way of maximising flexibility over its capital structure for the next	Company beneficially through an intermediary to carefully follow
	year. This would ensure RTG has capacity to issue further	the instructions set out in this Notice on how to exercise their
	securities without the need for shareholder approval where the	voting rights.
	B	ard considers it prudent and in the best interests of the	This Notice also includes specific instructions on how and when to
	C	mpany to make such issues. If shareholders do not ratify the
	issue of the first tranche of Shares, the Shares will still have	lodge proxy forms and voting instruction forms.
	been issued but the Company's capacity to issue further
	ecurities will be limited for the next year.	Yours faithfully
	The Company further requires and seeks shareholder approval
	under the ASX Listing Rules to issue the second tranche of
	Shares to participating directors.
	The Company will apply to ASX for quotation of the Placement	Mr Michael Carrick
	Shares issued in the form of CHESS Depositary Interests
	Chairman
	(CDIs).
	27 January 2022

BUSINESS OF THE MEETING

					Voting
					Restrictions
				Shareholder	/Further
	Items of Business		Approval	Details
1.	RATIFICATION OF ISSUE OF	To ratify the issue of 96,213,592 Shares (in the	Ordinary	Page 7
		SHARES ISSUED UNDER ASX	form of CDIs) as described in the Explanatory	resolution
		LISTING RULE 7.1	Notes for the purposes of ASX Listing Rule 7.4
			and for all other purposes.
2.	RATIFICATION OF ISSUE OF	To ratify the issue of 5,827,959 Advisor Options	Ordinary	Page 8
only	ADVISOR OPTIONS ISSUED	as described in the Explanatory Notes for the	resolution
UNDER ASX LISTING RULE 7.1	purposes of ASX Listing Rule 7.4 and for all other
	purposes.
3.	RATIFICATION OF ISSUE OF	To ratify the issue of 60,064,187 Shares (in the	Ordinary	Page 9
		SHARES ISSUED UNDER ASX	form of CDIs) as described in the Explanatory	resolution
		LISTING RULE 7.1A	Notes for the purposes of ASX Listing Rule 7.4
			and for all other purposes.
4.	APPROVAL FOR MR MICHAEL	To approve the issue of 1,111,111 Shares (in the	Ordinary	Page 10
use	CARRICK TO PARTICIPATE IN	form of CDIs) to Michael Carrick as described in	resolution
PRIVATE PLACEMENT	the Explanatory Notes for the purposes of ASX
			Listing Rule 10.11.
5.	APPROVAL FOR MS JUSTINE	To approve the issue of 555,555 Shares (in the	Ordinary	Page 10
		MAGEE TO PARTICIPATE IN	form of CDIs) to Justine Magee as described in	resolution
		PRIVATE PLACEMENT	the Explanatory Notes for the purposes of ASX
			Listing Rule 10.11.
6.	APPROVAL FOR MR ROBERT	To approve the issue of 500,000 Shares (in the	Ordinary	Page 10
		SCOTT TO PARTICIPATE IN	form of CDIs) to Robert Scott as described in the	resolution
		PRIVATE PLACEMENT	Explanatory Notes for the purposes of ASX
			Listing Rule 10.11.
7.	OTHER BUSINESS	To transact such further or other business,	N/A	Page 12
personal		including without limitation such amendments or
	variations to any of the foregoing resolutions, as
	may properly come before the Meeting and any
	adjournments thereof.
For

IMPORTANT INFORMATION

NOTICE AND VOTING ENTITLEMENTS	Non-Registered Shareholders should contact their Intermediary
about how to receive a copy of this Notice.
SHAREHOLDERS (INVESTORS TRADING ON TSX)	Voting Entitlement
This section applies to registered holders of Shares	Only CDN and Intermediaries who hold Shares are entitled to
(Shareholders) which are traded on TSX.
attend and vote that the Meeting on behalf of a Non-Registered
Notice Record Date	Shareholder.
only	CDI Holders recorded on the Company's CDI register as at the
Shareholders recorded on the Company's register of members at
10:00am on 25 January 2022 (Perth, Western Australia time)	Voting Entitlement Date will be entitled to vote on Items at the
(Notice Record Date) will be entitled to receive this Notice.	Meeting through CDN.
Voti	g Entitlement	Non-Registered Shareholders who do not directly hold CDIs but
Shareholders recorded on the Company's register of members at	hold a beneficial interest in Shares as at the Voting Entitlement
Date will be entitled to direct their Intermediary to vote the Shares
10:00am on 25 January 2022 (Perth, Western Australia time)
beneficially held by them at the Meeting.
(V ting Entitlement Date) will be entitled to vote on Items at the
Meeting.	Becoming a Non-Registered Shareholder
Only Shareholders recorded on the Company's register of	Persons who become Non-Registered Shareholders between the
members, or the persons they appoint as their proxies, are
Notice Record Date and the Voting Entitlement Date, and wish to
use
ntitled to attend and vote at the Meeting.	instruct their Intermediary or CDN to vote at the Meeting should
Voting Procedure	contact their broker, Intermediary or CDN (as applicable) to
Voting on all proposed resolutions at the meeting will be	request a copy of this Notice and a voting form.
conducted by poll.	Voting Procedure
Under the Company's constitution, the Meeting will be conducted	Under the Company's constitution, the Meeting will be conducted
as directed by the chair of the Meeting (Chair).
as directed by the Chair.
Shareholders can vote in one of two ways:	Non-Registered Shareholders will be able to direct their
• by attending the Meeting and voting; or	Intermediary, clearing agency or CDN (as applicable) to vote at
• by appointing a proxy to attend and vote on their behalf.	the Meeting on their behalf and in accordance with their
personal	instructions.
Sh reholders are asked to arrive at the venue 15 minutes prior to	For further details, refer to the sections entitled "CDI Holders'
the time designated for the Meeting, if possible, so that the	Voting Instructions" and "Non-Registered Shareholders (other
Company may check their shareholding against the Company's	than CDI Holders) - Voting Instructions" below.
register of members and note attendances.
CDI HOLDERS (INVESTORS TRADING ON ASX) AND OTHER	Voting Restrictions
NON-REGISTERED SHAREHOLDERS	The voting prohibitions under the Corporations Act and voting
This section applies to holders of a beneficial interest in Shares.	exclusions under the ASX Listing Rules for each Item are set out
These holders are considered to be a non-registered shareholder	in the Explanatory Notes to this Notice.
(N n-RegisteredShareholder) for the purposes of this Notice.	VOTING FORMS
The Shares in which a Non-Registered Shareholder holds an	SHAREHOLDERS (INVESTORS TRADING ON TSX)
interest may be registered in the name of either:
Solicitation of Proxies
•	an intermediary (Intermediary) with whom the Non-
This Notice is furnished in connection with the solicitation of
	Registered Shareholder deals in respect of the Shares
	proxies by the management of the Company. It is expected that
	(Intermediaries include, among others: banks, trust
	the solicitation will be primarily by mail. Proxies may also be
	companies, securities dealers or brokers, trustees or
	solicited personally by directors, officers or employees of the
	administrators of a self -administered registered retirement
	Company. Costs of the solicitation of proxies will be borne by the
	savings plan, registered retirement income fund, registered
	Company.
	education savings plan and similar plans); or
•	a clearing agency (such as The Canadian Depository for	Proxy Form
	Securities Limited in Canada, the Depository Trust Company	Enclosed with this Notice is a personalised proxy form (Proxy
	in the United States and CHESS Depositary Nominees Pty
	Form). The Proxy Form allows Shareholders who are not
	Ltd in Australia (CDN)) of which the Intermediary is a
	attending the Meeting to appoint a proxy to vote on their behalf.
	participant.
	If you hold Shares in more than one capacity, please complete
CDIs	the Proxy Form that is relevant to each holding.
CDIs representing Shares have been issued to investors trading	Appointing proxies and attending the Meeting
on the ASX. A CDI represents an uncertificated unit of beneficial	Shareholders have the right to appoint a person or company (a
ownership in the Shares registered in the name of CDN. One
proxy) to attend and act for the Shareholder and on behalf of the
For
CDI represents one underlying Share in the Company.	Shareholder at the Meeting, either by inserting the proxy's name
Holders of CDIs (CDI Holders) should also refer to the heading
in the blank space provided in the Proxy Form and striking out the
"CDI Holders" under the section "Voting Forms" below.	two proxy names, or by completing another proxy.

Notice Record Date	A proxy need not be a Shareholder of the Company.
A Shareholder entitled to attend and vote at the Meeting can
CDI Holders recorded on the Company's CDI register as at the
appoint up to two proxies, and should specify the proportion or
Notice Record Date will be entitled to receive this Notice.
number of votes each proxy is appointed to exercise. If no
The Company has distributed copies of this Notice to
proportion or number is specified, each proxy may exercise half
Intermediaries, who are required to forward the Notice to Non-
of the Shareholder's votes. If you wish to appoint two proxies
Registered Shareholders, unless such right has been waived.
please call [phone] and request an additional Proxy
	Form.

Shareholders and proxies who are entitled to attend the Meeting should arrive at the venue 15 minutes prior to the time designated for the Meeting. This enables the Company to check the shareholdings against the Company's register of members and note attendances.

Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for, and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares

onlywill be voted accordingly. Where no choice has been specified by the Shareholder, or if both choices have been specified, such Shares will be voted in favour of the matters identified in the Notice.

A Shareholder who has given a proxy may revoke it by an

i strument in writing executed by the Shareholder or by the Shareholder's attorney authorised in writing, and delivered to

C mputershare Investor Services Pty Ltd, not less than 48 hours (excluding Saturdays, Sundays and public holidays) before the Meeting or any adjournment of the Meeting, or to the chair of the Meeting on the day of the Meeting.

useOnly Shareholders have the right to revoke a proxy. Non- R gistered Shareholders who wish to change their vote must arrange for their respective Intermediaries to revoke the proxy on their behalf.

Deadline for lodging Proxy Forms

Completed Proxy Forms must be lodged in accordance with the instr ctions in this Notice by 10.00am (Perth, Western Australia time) on 22 February 2022.

CDI HOLDERS

personalCDI Holders' Voting Instructions

CDI Holders are Non-Registered Shareholders of the underlying Sh res, and the underlying Shares are registered in the name of CDN. CDI Holders who hold CDIs as at the Voting Entitlement Date will be entitled to direct CDN how to vote at the Meeting and CDN must follow the voting instructions properly received from CDI Holders.

CDI Instruction Forms

Encl sed in this Notice is a CDI voting instruction form (CDI

V ting Instruction Form) for CDI Holders. The CDI Instruction Form allows CDI Holders to instruct CDN to exercise the votes attaching to the underlying Shares represented by the CDIs at the Meeting on their behalf.

CDI Voting Instruction Forms must be:

• completed by CDI Holders who wish to vote through CDN at the Meeting; and

• returned to Computershare Investor Services Pty Ltd in accordance with the instructions set out on the form.

A ointing CDI Holders as proxy for CDN

The CDI Voting Instruction Form also allows CDI Holders to request CDN appoint the CDI Holder (or a person nominated by

Forthe CDI Holder) as proxy to exercise the votes attaching to the underlying Shares represented by the CDIs. In such case, a CDI H lder may, as proxy, attend and vote in person at the Meeting.

If y u are entitled to attend the Meeting as proxy, please arrive at the venue 15 minutes prior to the time designated for the Meeting.

Changing your vote

If CDI Holders wish to change their vote following lodgement of the CDI Voting Instruction Form but prior to the Meeting, they must contact Computershare Investor Services Pty Ltd.

Deadline for lodging CDI Instruction Forms

Completed CDI Voting Instruction Forms must be received by 10.00am (Perth, Western Australia time) on 21 January 2022.

NON-REGISTERED SHAREHOLDERS (OTHER THAN CDI HOLDERS)

Non-Registered Shareholders (other than CDI Holders) - Voting Instructions

Non-Registered Shareholders who do not hold CDIs directly but hold a beneficial interest in Shares as at the Voting Entitlement Date will be entitled to direct their Intermediary how to vote the Shares beneficially held by them at the Meeting.

Intermediary Voting Instruction Forms

Non-Registered Shareholders (other than CDI Holders) will receive an Intermediary voting instruction form or a proxy form already executed by the Intermediary (each an Intermediary Voting Instruction Form) from their Intermediary. This allows relevant Non-Registered Shareholders to instruct their Intermediary how to vote at the Meeting on their behalf.

Intermediary Voting Instruction Forms must be:

• completed by Non-Registered Shareholders who wish to vote through their Intermediary; and
• returned to their Intermediary in accordance with the instructions set out on the form.

There are two kinds of Non-Registered Shareholders: (i) those who object to their name being made known to the issuers of securities which they own, known as objecting beneficial owners (OBOs) and (ii) those who do not object to their name being made known to the issuers of securities they own, known as non - objecting beneficial owners (NOBOs).

In accordance with the requirements of National Instrument 54- 101 of the Canadian Securities Administrators, the Company has elected to send the Notice indirectly to the NOBOs.

The Company intends to pay for Intermediaries such as stockbrokers, securities dealers, banks, trust companies, trustees and their agents and nominees to forward the Meeting materials to OBOs.

Appointing Non-Registered Shareholders as proxy for Intermediaries

The Intermediary Voting Instruction Form also allows Non- Registered Shareholders to request their Intermediary appoint the Non-Registered Shareholder (or a person nominated by the Non- Registered Shareholder) as proxy to exercise the votes attaching to the underlying Shares beneficially held by it. In such case, a Non-Registered Shareholder may, as proxy, attend and vote in person at the Meeting.

If you are entitled to attend the Meeting as proxy, please arrive at the venue 15 minutes prior to the time designated for the Meeting.

Changing your vote

If Non-Registered Shareholders wish to change their vote after lodging the Intermediary Voting Instruction Form but prior to the Meeting, they will need to arrange with their Intermediary to change their vote through Computershare Investor Services Pty Ltd.

Deadline for lodging Intermediary Voting Instruction Forms

Completed Intermediary Voting Instruction Forms must be received by the Intermediary in accordance with the deadline set by the Intermediary but, in any event, must not be later than 10.00am (Perth, Western Australia time) on 21 February 2022.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

To the knowledge of the Company's directors and officers, other than Franklin Advisers, Inc. and its affiliates, Equinox Partners and its affiliates and Yukata Creek Limited and its affiliates there are no persons or companies who beneficially own or exercise control or direction over, directly or indirectly, more than 10% of the Company's Shares as at 25 January 2022.

PROXY AND VOTING FORMS LOGISTICS

Undirected proxies

The Chair intends to vote all valid undirected proxies in favour of the Items.

Power of attorney and corporate representatives

If a Proxy Form is signed by an attorney, the power of attorney or a certified copy of it must be sent with the Proxy Form.