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NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Rua Gold Inc. ("RUA" or the "Company") (TSXV: RUA,OTC:NZAUF) (OTCQB: NZAUF) is pleased to announce a brokered and non-brokered financing for up to $25 million to advance exploration and development activities at the Company's Reefton Project and Glamorgan Project, both located in New Zealand.
Brokered Offering
The Company is pleased to announce that it has entered into an agreement with Raymond James Ltd., as joint bookrunner and co-lead agent, alongside Cormark Securities Inc., as joint bookrunner and co-lead agent, on behalf of a syndicate of agents (collectively, the "Agents"), in connection with a brokered private placement offering (the "Brokered Offering") of 18,190,000 common shares of the Company (the "Common Shares") at a price of $1.10 per Common Share for aggregate gross proceeds to the Company of up to $20,009,000.
The Company has agreed to grant the Agents an option (the "Agents' Option"), exercisable, in part or in whole at the Agents' sole discretion, up to 48 hours prior to the closing of the Offering, to offer for sale up to an additional 15% of the Common Shares comprising the Brokered Offering at the Offering Price.
The net proceeds of the Brokered Offering will be used for exploration and development activities on the Company's Reefton Project and Glamorgan Project, both located in New Zealand, and for working capital and general corporate purposes.
The Common Shares issued under the Brokered Offering will be issued and sold to eligible purchasers pursuant to the 'listed issuer financing exemption' under Part 5A of National Instrument 45-106 – Prospectus Exemptions as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"), will be issued to purchasers in each of the provinces of Canada, except Québec, and other qualifying jurisdictions, including the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The Common Shares to be issued and sold under the Brokered Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
In connection with the Brokered Offering, the Company will: (i) pay the Agents a cash fee equal to 6.0% of the gross proceeds from the sale of such Common Shares, including any Common Shares sold pursuant to the Agents' Option, except that such fee will be reduced to 1.0% in respect of proceeds received from subscribers included on a president's list (the "President's List") to be formed by the Company; (ii) issue to the Agents that number of compensation warrants (each a "Compensation Warrant") equal to 6.0% of the Common Shares sold in the Brokered Offering, including the Agents' Option, each entitling the holder thereof to acquire a Common Share at an exercise price $1.10 per Common Share for a period of 24 months following completion of the Brokered Offering, except that the number of Compensation Warrants issued to the Agents shall be reduced to 1.0% in respect of Common Shares sold to subscribers included on the President's List.
There is an offering document related to the Brokered Offering that can be accessed under the Company's issuer profile at www.sedarplus.ca and on the Company's website at www.ruagold.com. Prospective investors should read this offering document before making an investment decision concerning the Common Shares.
The Brokered Offering is expected to close on or about January 28, 2026 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSX Venture Exchange ("TSXV") and the applicable securities regulatory authorities. The Brokered Offering is subject to final acceptance of the TSXV.
Non-Brokered Financing
Concurrently with the Brokered Offering, the Company will conduct a non-brokered private placement to raise up to $5 million (the "Non-Brokered Offering").
The Non-Brokered Offering will consist of up to 4,550,000 Common Shares at a price of $1.10 per Common Share. Common Shares issued under the Non-Brokered Offering will be subject to resale restrictions pursuant to applicable Canadian securities laws of four months and one date from the closing date of the Non-Brokered Offering.
The net proceeds from the Non-Brokered Offering will be used for exploration and development activities on the Company's Reefton Project and Glamorgan Project, both located in New Zealand, and for working capital and general corporate purposes.
The Non-Brokered Offering is expected to close on or about January 28, 2026 is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSXV and the applicable securities regulatory authorities.
The securities issuable in connection with the Brokered Offering and the Non-Brokered Offering have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Rua Gold Inc.
Rua Gold Inc. is an exploration company, strategically focused on New Zealand. With decades of expertise, their team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is focused on maximizing the asset potential of Rua Gold's two highly prospective high-grade gold projects. The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand's South Island with over 120,000 hectares of tenements, in a district that historically produced over 2Moz of gold grading between 9 and 50g/t. The Company's Glamorgan Project solidifies Rua Gold's position as a leading high-grade gold explorer on New Zealand's North Island. This highly prospective project is located within the North Islands' Hauraki district, a region that has produced an impressive 15Moz of gold and 60Moz of silver. Glamorgan is adjacent to OceanaGold Corporation's biggest gold mining project, Wharekirauponga.
Robert Eckford
Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
Robert Eckford
Phone: (604) 655-7354
Email: reckford@ruagold.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: closing of the Brokered Offering and Non-Brokered Offering, including receipt of approvals therefor, the Company's strategies, expectations, planned operations or future actions, including but not limited to exploration programs at its Reefton and Glamorgan projects and the results thereof. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavorable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices.
Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
