/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
SUBIACO,
Western Australia, Feb. 18, 2015 /CNW/ - RTG Mining Inc. (TSX:
RTG, ASX: RTG) ("RTG" or the "Company") is pleased to announce that
it has successfully completed the issue of (i) 16.79 million shares
at A$0.68 cents per share for
proceeds of circa A$11.4 million as
part of tranche 1, and (ii) 1.26 million subscription receipts at
A$0.68 for additional proceeds of
circa A$854,000 (being held in
escrow, as described below) as part of tranche 2 in its
A$15 million private placement
("Placement").
Placement Details:
The Placement consists of 22.3 million new shares
to be issued at a price of A$0.68
cents per share to raise total funds of circa A$15.1 million. The shares will be issued in two
tranches as below:
• Tranche 1 - Comprising 16.79 million
Securities at A$0.68 cents per
Security to raise circa A$11.4
million, issued on 18 February
2015, pursuant to ASX Listing Rules 7.1 and section 607 of
the TSX Listing Rules; and
• Tranche 2 - Comprising circa 5.5 million
shares at A$0.68 cents per shares to
raise a further circa A$3.7 million,
(a) a portion of which was issued on 18
February 2015 to certain investors as subscription receipts
to acquire shares (the "Subscription Receipts"), and (b) the
remainder of which is to be issued to Australian and other
international investors after receipt of shareholder approval at a
meeting of shareholders expected to be held in early April 2015.
The securities issued pursuant to the Placement
to subscribers in Canada will be
subject to a four month and one day hold period under applicable
Canadian securities laws.
Each Subscription Receipt will be automatically
exercisable and entitle the holder to receive, without payment of
additional consideration, one share of RTG upon the satisfaction of
certain escrow release conditions, and the portion of the gross
proceeds attributable to the Subscription Receipts will be held in
escrow pending satisfaction of the escrow release conditions.
The escrow release conditions, among other things, will include the
receipt of all required shareholder and regulatory approvals
(including approval of tranche 2 by RTG's shareholders and approval
of the Placement by the Toronto Stock Exchange (the "TSX") and the
Australian Securities Exchange Limited (the "ASX")). If the
escrow release conditions have not been satisfied on or prior to
the release deadline (such deadline to be determined by the agents
and RTG), the Subscription Receipts will be cancelled and an amount
equal to the subscription price attributable to the Subscription
Receipts shall be returned to the holders of the Subscription
Receipts.
A Notice of Meeting to approve tranche 2 will be
sent to shareholders in due course.
Hartleys Limited and GMP Securities Australia Pty
Ltd acted as Australian Joint Lead Managers and Haywood Securities
Inc. (including Ecoban Securities Corporation) acted as North
American Lead Manager.
ABOUT RTG MINING INC.
RTG Mining Inc. is a mining and exploration
company listed on the main board of the Toronto Stock Exchange and
Australian Securities Exchange Limited. RTG is focused on
developing the high grade copper/gold/magnetite Mabilo Project and
advancing exploration on the highly prospective Bunawan Project,
both in the Philippines, while
also identifying major new projects which will allow the Company to
move quickly and safely to production.
RTG has an experienced management team
(previously responsible for the development of the Masbate Gold
Mine in the Philippines through
CGA Mining Limited), and has B2Gold Corp. as one of its major
shareholders in the Company. B2Gold Corp. is a member of both the
S&P/TSX Global Gold and Global Mining Indices.
CAUTIONARY NOTE STATEMENT
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 Private Placement and
the anticipated closing thereof, 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: market conditions and demand for the Offering; 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.
SOURCE RTG Mining Inc.