RTG Mining : Response to ASX 3Y Query

For personal use only

4 February 2022

Advisor, Listings Compliance (Perth)

ASX

Level 40, Central Park, 152-158 St Georges Tce

Perth, WA 6000

By email to [e-mail]

Dear Damian

REPLACEMENT CHANGE OF DIRECTOR'S INTEREST NOTICE

Re: RTG Mining Inc. (RTG): Appendix 3Y - Change of Director's Interest Notice Query

We refer to your letter dated 2 February 2022 with reference 46245 in respect of the Appendix 3Y lodged by RTG on the ASX Market Announcements Platform ('MAP') on 1 February 2022 for Mr Sean Fieler.

On behalf of RTG, please see attached a replacement Appendix 3Y which, on review by RTG in conjunction with the director, corrects the notification of the indirect interests Mr Sean Fieler has in RTG securities, which interest arises in relation to each fund by virtue of Mr Sean Fieler's technical relevant interest in the general partners of the relevant funds.

I respond to the requests for information as set out in your letter as follows:

1. Explanation of why the Appendix 3Y was lodged late
   The Appendix 3Y was not lodged within the prescribed time period due to an administrative oversight in the company secretarial office due to change of interest on 24 December 2021, the discovery of which was compounded by closures over the Christmas/New Year period. The Appendix 3Y was prepared and lodged promptly on ASX upon the oversight being discovered by the Company.
2. Arrangements RTG has in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A
   RTG has adopted a Continuous Disclosure Policy which details the processes and procedures which have been adopted by the Company to ensure that it complies with its continuous disclosure obligations as required under the ASX

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Listing Rules. The Continuous Disclosure Policy is set out in the "Governance" section of RTG's website.

3. Adequacy of current arrangements and whether RTG intends to take additional steps to take to ensure compliance with Listing Rule 3.19B

RTG considers the current arrangements are adequate to ensure compliance with its disclosure obligations under the ASX Listing Rules and considers the late lodgement of the Appendix 3Y to be an isolated incident.

Yours sincerely

Justine Magee

President and Chief Executive Officer

Appendix 3Y Change of Director's Interest Notice

Appendix 3Y

Rule 3.19A.2

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Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	RTG Mining Inc.
ABN	164 362 850

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Sean Fieler
Date of last notice	13 October 2020

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest	Indirectly 71,604,091 CDIs, comprising:
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant	49,963,480 - Equinox Partners LP
interest.
	10,182,439 - Equinox Illiquid Fund LP
	11,458,172 - Mason Hill Partners, LP
	Mr Sean Fieler is deemed to have a
	technical relevant interest in the above
	CDIs by virtue of his position as a
	controlling member of the general
	partners of the relevant funds.
Date of change	24 December 2021
No. of securities held prior to change	71,604,091
Class	Chess Depository Interests (CDIs)
Number acquired	48,637,473 - Equinox Partners LP
Number disposed	N/A

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1

For personal use only

Appendix 3Y

Change of Director's Interest Notice

Value/Consideration	CDIs were	issued	at an issue price of
Note: If consideration is non-cash, provide details and estimated	A$0.09 per CDI.
valuation
No. of securities held after change	Indirectly 95,803,479, comprising:
	77,163,060 - Equinox Partners LP
	14,206,753 - Mason Hill Partners LP
	4,433,684 - Equinox Partners Precious
	Metals Master Fund, LP
Nature of change	Issue of placement securities under the
Example: on-market trade, off-market trade, exercise of options,	Company's	ASX	placement	capacity,
issue of securities under dividend reinvestment plan, participation in	comprising the issue of:
buy-back
	- 102,041,551 CDIs using the
	Company's	15%	placement
	capacity under ASX Listing Rule
	7.1; and
	- 56,402,894 CDIs using the
	Company's	10%	placement
	capacity under ASX Listing Rule
	7.1A.

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder	N/A
(if issued securities)
Date of change	N/A
No. and class of securities to which	N/A
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired	N/A
Interest disposed	N/A

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

For personal use only

Appendix 3Y

Change of Director's Interest Notice

Value/Consideration	N/A
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change	N/A

Part 3 - +Closed period

Were the interests in the securities or contracts detailed	No
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade	N/A
to proceed during this period?
If prior written clearance was provided, on what date was this	N/A
provided?

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3