RTG Mining Inc. Sale of interest in Mkushi Copper joint venture for US$13.1m

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

PERTH, Western Australia, Aug. 29, 2013 /CNW/ - RTG Mining Inc. (TSX:RTG) (RTG) is pleased to announce an agreement has been entered into for the sale of RTG's 51% interest in the Mkushi Copper Project in Zambia for US$13.1m (Transaction). The sale to our joint venture partner, Elephant Copper Ltd. (Elephant Copper), is subject to conditions precedent, with completion expected in mid September 2013.

The purchase price of US$13.1m will be satisfied by the issue of US$6.6m in new fully paid ordinary shares in Elephant Copper and a US$6.5m unsecured redeemable convertible note (Convertible Note). The Convertible Note will be repayable on or before 1 January 2015, unless converted earlier, and will have an exercise price for conversion equal to the lesser of US$0.45 and 1.36 times the IPO Price (as defined in the agreement). Elephant Copper is in the process of completing a "go public event" (IPO) through a transaction that would, after obtaining regulatory approval, be the qualifying transaction for Credent Capital Corp.

If Elephant Copper enters into an "alternative transaction" (a sale of 20% or more of the shares or assets in Elephant Copper or similar transaction) both parties have rights to convert the US$6.6m share issue into a cash payment and Elephant Copper is entitled to redeem the Convertible Note early.

Elephant Copper has also agreed to repay on or before 1 January 2014, certain debts owing to RTG, which are currently in the order of US$1.35m.


ABOUT RTG MINING INC.

RTG Mining Inc. is listed on the main board of the TSX and is a mining exploration company focused on identifying new gold development and operating acquisition opportunities. RTG is now run by the previous management team of CGA Mining Limited, which successfully merged with B2Gold Inc. in a US$1.1bn scheme of arrangement in January 2013. RTG also holds a 51% interest in the Segilola Gold Project in Nigeria (in dispute), the largest undeveloped gold resource identified in Nigeria and holds a 51% interest in the Mkushi Copper Project in Zambia, the subject of this announcement. At the Segilola Gold Project, Ratel Group has identified an indicated resource of 520,000 ounces of gold contained in 3,658,000 tonnes at a grade of 4.4g/t and an inferred resource of 97,600 ounces of gold contained in 790,200 tonnes at a grade of 3.8g/t in accordance with NI 43-101.


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.

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.


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 RTG's objectives, strategies to achieve those objectives, RTG'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. All statements, other than statements of historical fact, included herein including, without limitation; statements about the completion of the Transaction, use of proceeds and the business objectives of RTG, are forward-looking statements. By their nature, such forward looking statements are not guarantees of future performance and reflect RTG'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 RTG 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 RTG 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 RTG to fund the capital and operating expenses necessary to achieve the business objectives of RTG; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities including disputes with joint venture partners; risks related to operating in Zambia and Nigeria; environmental risk; the dependence on RTG's key personnel; and the ability of RTG 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, RTG assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 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 may not be offered or sold within the United States, unless an exemption from such registration is available.



For further information:

RTG Mining Inc.
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