RTG Mining Inc. announces implementation of the schemes of arrangement


PERTH, Western Australia, June 4, 2014 /CNW/ - RTG Mining Inc. (TSX: RTG) ("RTG" or the "Company") is pleased to announce that it has completed the implementation of the schemes of arrangement (the "Schemes") pursuant to the terms of the previously-announced Scheme Implementation Deed dated February 24, 2014 (the "Deed") between the Company and Sierra Mining Limited ("Sierra") to acquire all of the outstanding securities of Sierra.

Pursuant to the Schemes, the Company acquired all of the outstanding shares of Sierra ("Sierra Shares") and all of the outstanding listed options of Sierra ("Sierra Options"), and issued as consideration:


to eligible shareholders of Sierra, 3 new ordinary shares of RTG ("RTG Shares") for every 10 Sierra Shares held and 1 new share purchase option of the Company ("RTG Option")  for every 30 Sierra Shares held; and


to eligible optionholders of Sierra, 2 RTG Shares for every 10 Sierra Options held and 2 RTG Options for every 90 Sierra Options held.

The Company also acquired all unlisted Sierra Options ("Sierra Unlisted Options"), and issued as consideration to such holders of Sierra Unlisted Options:


1 RTG Share for every 10 Sierra Unlisted Options exercisable at $0.20 each on or before July 1, 2014, together with 1 RTG Option for every 90 Sierra Unlisted Options held; and


1 RTG Share for every 20 Sierra Unlisted Options exercisable at $0.25 each on or before July 1, 2015, together with 1 RTG Option for every 180 Sierra Unlisted Options held.

RTG also issued RTG Shares in connection with the Haywood Fee, as defined in the Circular dated April 8, 2014.  In total, the Company issued 79,063,206 RTG Shares and 8,784,854 RTG Options.

The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the RTG Options and the additional listing of RTG Shares.  In addition, RTG Shares and RTG Options (in the form of CDIs) are expected to begin trading on the Australian Securities Exchange ("ASX") as of June 5, 2014, under the trading symbols, "RTG" and "RTGO", respectively.

The Company will be led by a management team which holds the exploration, mine development and operating experience in the Philippines to progress Sierra's Mabilo and Bunawan Projects. The management team of RTG was previously responsible for the successful development and operation of the Masbate Gold Mine for CGA Mining Limited prior to its acquisition by B2Gold Corp. in early 2013.  

The Mabilo Project is a potentially high grade polymetallic development project, with a direct shipping opportunity in the early years of operation which would strongly mitigate the need for development capital. Mabilo is a near-surface deposit, and it is anticipated that the newly combined company will be well positioned to further explore and develop the mineral potential of the area in the near-term.  The Bunawan Project is a highly prospective high grade gold exploration project, situated contiguous to the existing high grade Co-O mine owned by Medusa Mining Limited. 

As set out under the Deed, Mr. Matthew Syme, former Managing Director of Sierra has joined the board of directors of RTG as a Non Executive Director. Mr Syme is a Chartered Accountant as a senior executive of a number of companies in the Australian resources and media sectors. He was a manager in a major international Chartered Accounting firm before spending 3 years as an equities analyst in a large stockbroking firm. He was then Chief Financial Officer of Pacmin Mining Limited, a successful Australian gold mining company, as well as a number of other resources companies. Mr Syme retired as Managing Director of Berkeley Resources Limited in late 2009 after successfully guiding the acquisition and scoping studies of Berkeley's Salamanca Uranium Project in Spain.


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 merged in early June 2014 with Sierra Mining Limited ("Sierra"), an exploration company, holding several key advanced copper/gold projects in the Philippines. The resultant entity is 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, Rob Scott and Matthew Syme (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.


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.

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.

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

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RTG Mining Inc.

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