/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
SUBIACO,
Western
Australia, Feb. 5, 2015 /CNW/ - RTG Mining Inc. (TSX: RTG,
ASX: RTG) ("RTG" or the "Company") is pleased to
announce that it has entered into an agreement with a syndicate of
agents to raise, on a commercially reasonable efforts basis by way
of private placement ("Private Placement"), up to
A$12,000,000 of fully paid common
shares ("Shares") of the Company at a price of A$0.68 per Share (the "Issue Price"). The
Private Placement will be led in North
America by Haywood Securities Inc. and include Ecoban
Securities Corporation, (the "North American
Agents"), and will be co-led in Australia by Hartleys Limited and GMP
Securities Australia Pty Limited (the "Australian Agents",
together with the North American Agents, the "Agents").
The Company reserves the right to accept over-allotments (the
"Over-Allotments") up to an additional A$3,000,000 Shares at the Issue Price. The
Over-Allotments may be accepted prior to the closing date of the
Private Placement.
Completion of the Private Placement is subject to a number of
conditions, including the completion of due diligence by the
Agents, the negotiation and execution of definitive documentation,
satisfaction of any regulatory requirements and receipt of the
approval of the Toronto Stock Exchange (the "TSX") and the
Australian Securities Exchange Limited (the "ASX") to list
the Shares on the TSX and the ASX, respectively. The Shares issued
pursuant to this Private Placement in Canada will be subject to a four month and one
day hold period under applicable Canadian securities laws.
The closing date for the Private Placement is scheduled to occur
on or about February 18, 2015, or
such other date as agreed to by the Company and the Agents. The net
proceeds from the Private Placement will be used to fund permitting
and development of the Mabilo Project and exploration of the
Bunawan Project as well as for working capital and general
corporate purposes.
In consideration for acting as the Company's agent in the
Private Placement, the Agents will be entitled to a 6% commission
on the gross proceeds (including any proceeds pursuant to the
Over-Allotment Option) of the Private Placement, payable in
cash.
The Private Placement will be exempt from prospectus and
registration requirements of applicable securities laws. This news
release shall not constitute an offer to sell or a solicitation of
an offer to sell any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws, and accordingly, may not be offered or sold
within the United States or to
"U.S. Persons", as such term is defined in Regulation S promulgated
under the U.S Securities Act ("U.S. Persons") except in
compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the Company's securities in the
United States or to U.S. Persons.
The maximum number of shares to be issued if the Over Allotment
Option is utilized in full is approximately 22.06 million
Shares. The Shares will rank equally with existing issued
shares from the date of issue.
Shareholder approval under the ASX Listing Rules will be sought
for the issue of the number of Shares which exceed the companies
new issue capacity under ASX Listing Rule 7.1.
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.