Sierra Mining Limited announces schemes of arrangement become effective

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

PERTH, Western Australia, May 23, 2014 /CNW/ - RTG Mining Inc. and its subsidiaries ("RTG" or "the Company") are pleased to announce that Sierra Mining Limited ("Sierra") has released an announcement advising that the orders from the Federal Court of Australia (Court) approving the schemes of arrangement pursuant to which RTG Mining Inc. (RTG) will acquire all of the issued shares and listed options in Sierra (Schemes) have been lodged with ASIC pursuant to section 411(1) of the Corporations Act 2001 (Cth). A copy of the extracted Court orders is attached to the Sierra announcement, below.

As a result of the lodgement of the court orders with ASIC, the Schemes are now effective. The announcement can be found on Sierra's website at http://sierramining.com.au/?id=201 and will also be available on www.sedar.com  under RTG's platform.

About RTG
RTG Mining Inc. is a British Virgin Islands-incorporated company listed on the main board of the TSX.  It is a mining exploration company focused on identifying new gold development and operating acquisition opportunities.

RTG has sold its interest in the Mkushi Copper Project in Zambia for consideration of US$13.1m, including US$6.6m in shares of Elephant Copper Limited and a convertible note due in January 2015 for US$6.5m.  RTG has also entered into a sale agreement for its interest in the Segilola Gold Project in Nigeria to the current joint venture partner for a total consideration of US$14m, with US$1m due on completion, US$5m due in 18 months after completion and a 3% net smelter royalty, under which up to a maximum of US$8m may be paid to RTG. The sale also resolves the existing dispute with the current joint venture partner.  Completion is anticipated in the next couple of months.  RTG is currently undertaking a merger with Sierra Mining Limited ("Sierra"), an Australian Securities Exchange listed exploration company, holding several key advanced copper/gold projects in the Philippines. The merger is expected to complete in early June 2014, and the resultant entity will be led by the RTG management team who have the proven exploration, mine development and operating experience in the Philippines to progress Sierra's Mabilo and Bunawan Projects.

RTG is led by the previous management team of CGA Mining Limited which developed the Masbate Gold project in the Philippines and successfully merged with B2Gold Corp. in a US$1.1bn scheme of arrangement in January 2013.  The RTG Board comprises Michael Carrick (Chairman), Justine Magee (President and CEO), Phil Lockyer, David Cruse and Rob Scott (Non Executive Directors).

Cautionary Note Regarding Forward Looking Statements

Certain statements contained in this announcement constitute forward looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Company's objectives, strategies to achieve those objectives, the Company's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.  Forward looking statements generally can be identified by words such as "objective", "may", "will", "expect", "likely", "intend", "estimate", "anticipate", "believe", "should", "plans" or similar expressions suggesting future outcomes or events.  Such forward looking statements are not guarantees of future performance and reflect the Company's current beliefs based on information currently available to management.  Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company and the risk factors discussed in the Annual Information Form and other materials filed with the securities regulatory authorities from time to time which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.  Those risks and uncertainties include, but are not limited to: the mining industry (including operational risks; risks in exploration, and development; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange rate fluctuations; the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities; risks related to operating in Nigeria and the Philippines; environmental risk; the dependence on key personnel; and the ability to access capital markets.

Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward looking statements in light of the risks set forth above.  Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.

NATIONAL INSTRUMENT 43-101 COMPLIANCE

The technical information in this news release has been reviewed by and approved by Mark Turner for Ratel Group, and a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

Mr. Alfred John Gillman of Odessa Resources Pty Ltd, an independent qualified person experienced in the style of mineralisation at the Segilola Gold Project, has completed the resource statement for the Segilola Project as referred to in this announcement, including verification of the sampling, analytical and test data underlying the estimate. Verification also included a site visit, database validation of historical drill results and a review of sampling and assaying protocols.  The qualified person was satisfied with all of the protocols used during the drilling, sampling and in the Segilola resource estimate compilation and computation.

With regard to the Mkushi Copper Project, Matthew Nimmo of Snowdens is the qualified person and has verified the resource statement as disclosed in this announcement, including sampling, analytical and test data underlying the estimate. Verification of the data included numerous site visits, database validation of historical drill results and review of sampling and assaying protocols.  The qualified person was satisfied with the verification process.

The technical information in this news release has been reviewed by and approved by Mark Turner for Ratel Group, and a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

ANNOUNCEMENT TO THE AUSTRALIAN SECURITIES EXCHANGE: 23 MAY 2014

SCHEMES OF ARRANGEMENT BECOME EFFECTIVE

Sierra Mining Limited (Sierra or the Company) is pleased to advise that the orders from the Federal Court of Australia (Court) approving the schemes of arrangement pursuant to which RTG Mining Inc. (RTG) will acquire all of the issued shares and listed options in Sierra (Schemes) have been lodged with ASIC pursuant to section 411(1) of the Corporations Act 2001 (Cth). A copy of the extracted Court orders is attached to this announcement.

As a result of the lodgement of the court orders with ASIC, the Schemes are now effective.

Suspension of trading

Sierra shares and options will be suspended from trading on ASX at the close of trade today. Trades in Sierra shares and options up to the close of trading today on ASX and off-market transfer after today (if any) will be registered by Computershare as at 5:00pm (AWST) on Wednesday, 28 May 2014 (Record Date).

Implementation Timetable

The current timetable for implementation of the Schemes is as follows:

Event Date
Lodge court order with ASIC (Effective Date)

Suspension and last trading day of Sierra shares and options on ASX
Friday 23 May 2014
Record Date (for determining entitlements to scheme
consideration)
Wednesday 28 May 2014
Implementation Date (issue of RTG CDIs and RTG
Option CDIs to Sierra shareholders and optionholders)
Wednesday 4 June 2014
Despatch of holding statements for RTG CDIs and RTG
Option CDIs to Sierra shareholders and optionholders
Wednesday 4 June 2014
Commencement of trading in RTG CDIs and RTG Option
CDIs on ASX
Thursday 5 June 2014

Enquiries:     Clint McGhie, Company Secretary +61 8 9322 6322

 

SOURCE: RTG Mining Inc.

For further information:

Chairman - Michael Carrick   
Tel: +61 8 6489 2900    
Fax: +61 8 6489 2920 

Email: mcarrick@rtgmining.com       

CEO - Justine Magee
Tel: +61 8 6489 2900
Fax : +61 8 6489 2920

Email: jmagee@rtgmining.com 

www.rtgmining.com

Profil de l'entreprise

RTG Mining Inc.

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