RUA GOLD Closes C$13.8 Million Brokered Offering Including the Full Exercise of Over-Allotment Option

Highlights 

• Closing the oversubscribed brokered offering for $13.8 million of gross proceeds. 
  
  
• Offering was completed without dilutive warrants and without a significant discount to market trading price. 
  
  
• Incoming key long-term supportive 9.9% shareholder leading the private placement and serving as a cornerstone investor to the Rua Gold journey. 
  
  
• Completion of this financing secures a treasury balance sufficient to fund 12 to 18 months of aggressive exploration across on the projects.

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A40QYC) ("Rua Gold" or the "Company") is pleased to announce that it has closed its previously announced brokered "best efforts" public offering (the "Public Offering") and private placement (the "Private Placement" and with the Public Offering, the "Offering") consisting of 19,714,450 common shares in the capital of the Company (each, a "Common Share"), which included the exercise of the over-allotment option in full, at a price of C$0.70 per Common Share for aggregate gross proceeds of C$13,800,115.

The Company intends to use the net proceeds from the Offering for continuing the exploration program on its New Zealand properties and general working capital and general corporate purposes, as disclosed in the Prospectus Supplement (as defined below).

"For the first time, Rua Gold is fully funded to execute all of our exploration plans over the next 12 to 18 months" stated CEO, Robert Eckford. "Since listing the Company last year, we have accelerated both the Reefton Project on the South Island, and Glamorgan Project on the North Island of New Zealand. With the addition of a cornerstone 9.9% investor, we have strengthened our support base, enabling a two-pronged strategy: the continuation of an aggressive drill campaign at the Reefton Project, and the planned commencement of drilling at the Glamorgan Project in Q4 2025. Both strategies are designed to highlight the exceptional geological potential of New Zealand, supported by a very significant financing."

The Offering was completed pursuant to an agency agreement (the "Agency Agreement") dated June 18, 2025 among the Company, Cormark Securities Inc. and Red Cloud Securities Inc., as Co-Lead Agents and Beacon Securities Limited (collectively, the "Agents").

In consideration for services rendered in connection with the Public Offering, the Company paid the Agents a cash fee of approximately C$446,651 and issued to the Agents 638,073 broker warrants (the "Broker Warrants"). Each Broker Warrant is exercisable to acquire one Common Share at an exercise price of $0.70 per Common Share for a period of 24 months following closing of the Offering.

The Public Offering was completed in Canada pursuant to a prospectus supplement dated June 18, 2025 (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated July 11, 2024 (the "Shelf Prospectus") filed in each of the provinces and territories of Canada, except Québec. Common Shares were also issued in the United States and in offshore jurisdictions pursuant to private placement or similar exemptions in accordance with applicable securities laws. Copies of the Prospectus Supplement, Shelf Prospectus and Agency Agreement are available under the Company's SEDAR+ profile at www.sedarplus.ca.

The Private Placement was completed pursuant to applicable exemptions from prospectus requirements under applicable securities laws. The Common Shares issued pursuant to the Private Placement are subject to a statutory hold period in Canada expiring four months and one day expiring on October 27, 2025.

The Offering remains subject to the final acceptance of the TSX Venture Exchange (the "TSXV").

Insiders of the Company (the "Insiders") subscribed to the Offering for an aggregate of 1,529,800 Common Shares. This issuance of the Common Shares to the Insiders constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by the Insiders does not exceed 25% of the fair market value of the Company's market capitalization. A material change report was not filed in connection with the participation of the Insiders in the Offering less than 21 days in advance of the closing of the Offering, which the Company considers reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

Option and DSU Grant

On closing of the Offering, the Company granted 2,250,000 options (each, an "Option") to certain directors, officers and consultants of the Company in accordance the Company's stock option plan dated July 24, 2024. Each Option is exercisable into one Common Share at an exercise price of $0.66 per Common Share for five years following the date of grant. The Options are subject to a 3-year vesting period with 750,000 Options vesting on June 26, 2026, 750,000 Options vesting on June 26, 2027, and 750,000 Options vesting on June 26, 2028.

The Company also announces that it has granted an aggregate of 200,000 deferred share units ("DSUs") to certain directors of the Company, in accordance with the Company's DSU Plan dated July 24, 2024. The DSUs are subject to a 3-year vesting period with 66,666 DSUs vesting on June 26, 2026, 66,667 DSUs vesting on June 26, 2027, and 66,667 DSUs vesting on June 26, 2028. Each DSU entitles the holder to receive one share of the Company at the time the holder ceases to be a director of the Company.

Advisory Fees

The Company has also paid an advisory service fee of $340,000 and issued 485,000 advisory warrants of the Company (each, an "Advisory Warrant") to Red Cloud Securities Inc. for their services as financial advisor. Each Advisory Warrant is exercisable to acquire one Common Share at an exercise price of $0.70 per Common Share until June 26, 2027.

About Rua Gold

Rua Gold (TSXV: RUA) (OTCQB: NZAUF) (WKN: A40QYC) 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 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.

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

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news 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 including but not limited to exploration programs at its New Zealand properties; the intended use of the net proceeds of the Offering; and the final acceptance of the TSXV with respect to the Offering. 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. 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.

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256925