RUA GOLD Announces C$5 Million Brokered Offering of Common Shares

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A40QYC) ("Rua Gold" or the "Company") is pleased to advise on the updated Cumberland gold camp drill target. This follows on from the integration of VRIFY AI into RUA's extensive geological database and the consolidation of the Reefton Goldfield, an orogenic gold and antimony belt on the South Island of New Zealand.

Highlights:

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("Rua Gold" or the "Company") is pleased to announce the completion of the acquisition (the "Transaction") of Reefton Resources Pty Limited ("Reefton"). Reefton was a 100% owned subsidiary of Siren Gold Ltd. (ASX:SNG) ("Siren"). The completion of the transaction expands Rua Gold's tenement package to cover over 95% of the Reefton Goldfield.

Robert Eckford, CEO of Rua Gold, stated: "Today marks a pivotal point in Rua Gold's development. With the completion of this Transaction, the Reefton district is largely under control of one company. This creates the opportunity to develop a world-class, scalable mining operation in an area that had high-grade production and is considerably underexplored at depth.

Since the announcement in July, our team has been integrating Siren's data from the Reefton properties and will incorporate this into the VRIFY AI drill targeting platform. Putting together all of these advanced exploration projects through the Transaction creates an exciting district scale opportunity.

Advancing the Auld Creek gold project and weighing up other compelling targets for immediate drilling along with our current drilling successes provides a broad platform for the future."

With the Transaction complete, a third rig is mobilized to recommence drilling on the Auld Creek target, it is a compelling near surface resource opportunity. The two drill rigs currently operating will continue on the targets at Murray Creek, including the recently announced visible gold intercept of +1oz gold intersection (refer to news release dated November 4, 2024) and shallow Capleston targets.

Further targets are being analyzed in an iterative process using VRIFY AI targeting methodology and Rua Gold's comprehensive combined exploration and mining data sets.

Figure 1: Overview of the Reefton Goldfield.

To view an enhanced version of this graphic, please visit:
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Actively Advancing a District-Scale Discovery in a Tier 1 Jurisdiction:

• Represents the next chapter in Rua Gold's development towards our goal to be a major gold producer in New Zealand.

• Newly consolidated project represents an under-explored high-grade gold district in the world.

• Permits, access, and consents in place for aggressive drilling following a district-wide reassessment of targets and potential on the combined land package.

• The Transaction will increase regional tenement holdings from ~34k ha to ~125k ha and cover all known past mine camps outside of the Blackwater and Globe Progress mines.

• Potential for lower overall project capital expenditures through the development of a central processing hub.

• The Transaction increases Rua Gold profile in New Zealand, allowing greater opportunity to work alongside a pro-mining Government in helping to expand its resource potential.

• Backed by a team of mining professionals with +150 years of combined experience.

Figure 2: Tenement map of the Reefton Goldfield.

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https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_007full.jpg

1. Source: https://federationmining.com.au/wp-content/uploads/2024/10/Investor-Deck-Federation-OCT-2024.pdf

Figure 3: Cross Section of historic underground mines in the Reefton Goldfield.

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Transaction Summary

The Transaction was completed pursuant to a share purchase agreement dated July 12, 2024, as amended October 18, 2024 (the "Amended Agreement"). Pursuant to the Amended Agreement, as consideration for the acquisition of Reefton, Rua Gold paid Siren aggregate consideration of A$20 million (C$18.4 million), representing:

• A$2 million (C$1.8 million) in cash; and

• 83,927,383 common shares in the capital of Rua Gold (each, a "Company Share"), representing A$18 million (C$16.6 million^[1])

(collectively, the "Reefton Consideration").

The Reefton Consideration remains subject to customary working capital adjustments.

Rua Gold also acquired 10,000,000 common shares in the capital of Siren (each, a "Siren Share") at a price of A$0.20 (C$0.18) per Siren Share for an aggregate of A$2 million (C$1.8 million).

In connection with closing of the Transaction, the Company and Siren entered into a shareholder rights agreement pertaining to Siren's interest in Rua Gold, pursuant to which, among other things:

• Rua Gold reconstituted its board of directors to be comprised of seven directors;

• so long as Siren beneficially owns or controls at least 10% of the issued and outstanding Company Shares: (i) Siren may nominate one member to Rua Gold's board of directors; and (ii) Siren will vote any Company Shares it owns or controls in support of any proposed resolution recommended by Rua Gold's board of directors at any meeting of shareholders of the Company;

• the 83,927,383 Company Shares issued to Siren at closing of the Transaction will be subject to the following resale restrictions: (i) 18,632,879 Company Shares will be restricted from trading until May 25, 2025; (ii) 18,632,879 Company Shares will be restricted from trading until November 25, 2025; (iii) 18,632,879 Company Shares will be restricted from trading until February 25, 2026; (iv) 18,632,879 Company Shares will be restricted from trading until May 25, 2026; and (v) 9,395,867 Company Shares will be restricted from trading until November 25, 2026 (collectively, the "Contractual Resale Restrictions"); and

• the Contractual Resale Restrictions will cease to apply if, at any time following May 25, 2025, Rua Gold's market capitalization is at least $208,102,222.73.

Following completion of the Transaction:

• Reefton operates as a wholly-owned subsidiary of Rua Gold;

• Rua Gold owns approximately 7.5% of the issued and outstanding Siren Shares, calculated on an undiluted basis;

• Siren owns approximately 26% of the issued and outstanding Company Shares, calculated on an undiluted basis, resulting in a new Control Person (as defined in the Policies of the TSX Venture Exchange (the "TSXV"));

• Siren's Chairman, Mr. Brian Rodan, joined Rua Gold's board of directors; and

• Rua Gold will transfer back tenement PP 60893 covering 7,305.20 ha to Siren.

The Transaction and creation of a new Control of the Company was approved by disinterested shareholders of the Company through the written consents in in accordance with TSXV policies. The Transaction remains subject to final acceptance from the TSXV.

Early Warning Disclosure

Siren Gold

In connection with the closing of the Transaction, Siren, with an address at Level 2, 41 - 43 Ord Street, West Perth WA 6005, has acquired 83,927,383 Company Shares at a price of $0.1983 per Common Share for an aggregate subscription amount of approximately $16,642,800. Immediately prior to the completion of the Transaction, Siren owned no securities of the Company. As a result of the Transaction, Siren owns and controls approximately 26% of the issued and outstanding shares of the Company on a non-diluted basis and 24% on a fully diluted basis.

Siren acquired the Company Shares for investment purposes. In the future, Siren will evaluate its investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements, or otherwise.

Siren currently has no plans or intentions which would result in a corporate transaction, a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries, a change in the board of directors or management of the Company (other than as disclosed herein), including any plans or intentions to change the number or term of directors or to fill any existing vacancies on the board, a material change in the Company's business or corporate structure, a change in the Company's articles or similar instruments or another action which might impede the acquisition of control of Company by any person or company, a class of securities of the Company being delisted from, or ceasing to be authorized to be quoted on, a marketplace, the Company ceasing to be a reporting issuer in any jurisdiction of Canada, a solicitation of proxies from securityholders, or an action similar to any of those enumerated.

The disclosure respecting Siren's shareholdings contained in this press release is made pursuant to National Instrument 62-103 and a copy of the report in respect of the above acquisition will be filed with applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and will be available on the Company's SEDAR+ profile (www.sedarplus.ca). A copy may be obtained by contacting the Company as noted under "Rua Gold Contact" below.

Advisors and Legal Counsel

Cormark Securities Inc. acted as financial advisor to the Company and its Board of Directors. McMillan LLP acted as Canadian legal counsel to the Company. Red Cloud Securities Inc. acted as financial advisor to Siren and its Board of Directors. Steinepreis Paganin acted as Australian legal counsel to Siren.

About Rua Gold

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, our team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is now focused on maximizing the asset potential of RUA'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 approximately 125,000 hectares of tenements, in a district that historically produced over 2 million ounces of gold grading between 9 and 50 grams per tonne.

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 15 million ounces of gold and 60 million ounces of silver. Glamorgan is within 3 kms of OceanaGold Corporation's biggest gold mining project, WKP.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.

Technical Information

Simon Henderson CP, AUSIMM, a qualified person under National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the technical disclosure contained herein.

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: the Company's strategies, expectations, planned operations or future actions; and the effects and benefits of the Transaction. 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 unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's short form base shelf prospectus dated July 11, 2024, and the documents incorporated by reference therein, filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

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.