Rua Gold

Rua Gold Completes the Acquisition of Siren Gold's Reefton Assets and Becomes the Dominant Reefton Goldfield Explorer


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.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_006.jpg

Figure 1: Overview of the Reefton Goldfield.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_006full.jpg

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.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_007.jpg

Figure 2: Tenement map of the Reefton Goldfield.

To view an enhanced version of this graphic, please visit:
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

Cannot view this image? Visit: https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_008.jpg

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

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_008full.jpg

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.

RUA GOLD Contact

Robert Eckford
Chief Executive Officer
Email: reckford@RUAGOLD.com
Website: www.RUAGOLD.com

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.

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Top 5 Canadian Mining Stocks This Week: Lion Rock Jumps 60 Percent

Welcome to the Investing News Network's weekly look at the best-performing Canadian mining stocks on the TSX, TSXV and CSE, starting with a round-up of Canadian and US news impacting the resource sector.

The Liberal Party of Canada and Prime Minister Mark Carney will form a minority government following their victory in Canada’s national election on Monday (April 28). The Liberals won 168 seats, just shy of the 172 required to form a majority, meaning the Liberal government will have to work with the Bloc Québécois or the NDP, which won 23 and 7 seats, respectively.

The Conservative Party of Canada, led by Pierre Poilievre, won 144 seats. While the CPC was originally expected to win the election, the trade war and sovereignty threats from new US President Donald Trump turned the tide in favor of Carney, who took a firmer stance against Trump. Other election issues included the high cost of living, housing, immigration and crime.

Both parties came into the election with visions for Canada’s economy, which included energy and infrastructure corridors, a commitment to energy production and a focus on resource nationalism.

Statistics Canada released February’s gross domestic product by industry figures on Wednesday (April 30). According to the data, the resource sector’s January gains were largely erased by contractions in February. Oil and gas extraction slipped by 2.8 percent, while mining and quarrying contracted by 2.6 percent during the month. Metal ore mining posted its second month of declines, falling 2.5 percent. On the other hand, non-metallic mineral mining climbed by 2.7 percent, including a 3.5 percent rise in potash mining.

South of the Border, The United States Bureau of Labor Statistics released its April employment situation summary on Friday (May 2). In the report, the agency said that 177,000 new nonfarm jobs were added to the economy in April, which exceeded analysts’ expectations of 133,000 jobs.

The biggest gains came in the healthcare sector, which added 51,000 workers, followed by transportation and warehousing, where 29,000 people found new employment.

Overall, the unemployment rate remained steady at 4.2 percent, and the participation rate was unchanged at 62.6 percent.

However, there were some caveats, most notably, downward revisions of 15,000 fewer jobs in February and 43,000 jobs in March than initially reported.. Long-term unemployment also ticked up by 179,000 to 1.67 million in April, the highest since March 2022.

While the number showed strength in the job market, many analysts expect these gains to be temporary, as the effects of US tariffs have yet to be felt in the economy.

The US government also announced on Wednesday that it signed a critical minerals deal with Ukraine. Under the terms of the agreement, the US will provide funding for Ukraine’s reconstruction in exchange for preferential access to the country’s natural resources, including rare earth minerals, which are critical to tech and military development and supply chains.

Additionally, the Trump administration announced it added 10 new projects to be fast-tracked to its federal permitting dashboard on Friday. The projects include the NorthMet copper and nickel project in Minnesota, which is a 50/50 joint venture between Teck (TSX:TECK.A,TECK.B,NYSE:TECK) and Glencore (LSE:GLEN,OTC Pink:GLCNF), as well as Sibanye Stillwater’s (NYSE:SBSW) Stillwater platinum and palladium project in Montana.

Markets and commodities react

In Canada, major indexes posted gains by the week's close. The S&P/TSX Composite Index (INDEXTSI:OSPTX) gained 1.32 percent during the week to close at 25,031.51 on Friday, the S&P/TSX Venture Composite Index (INDEXTSI:JX) moved up 0.01 percent to 656.40 and the CSE Composite Index (CSE:CSECOMP) climbed 2.52 percent to 122.75.

US equity markets also posted gains by close on Friday, with the S&P 500 (INDEXSP:INX) increasing 2.85 percent to close at 5,686.66, the Nasdaq-100 (INDEXNASDAQ:NDX) gaining 3.45 percent to 20,102.61 and the Dow Jones Industrial Average (INDEXDJX:.DJI) rising 2.8 percent to 41,317.44.

The gold price fell from recent highs, closing out Friday at US$3,233.98, down 2.56 percent over the week. The silver price was also down, shedding 3.21 percent during the period to US$32.03.

In base metals, the COMEX copper price fell 4.29 percent over the week to US$4.69 per pound. Meanwhile, the S&P GSCI (INDEXSP:SPGSCI) was down 3.17 percent to close at 520.19.

Top Canadian mining stocks this week

So how did mining stocks perform against this backdrop?

Take a look at this week’s five best-performing Canadian mining stocks below.


Stock data for this article was retrieved at 3:30 p.m. EDT on Friday using TradingView's stock screener. Only companies trading on the TSX, TSXV and CSE with market capitalizations greater than C$10 million are included. Companies within the non-energy minerals and energy minerals sectors were considered.

1. Lion Rock Resources (TSXV:ROAR)

Weekly gain: 60 percent
Market cap: C$20.51 million
Share price: C$0.32

Lion Rock Resources is a gold and critical mineral exploration company focused on advancing its Volney gold-lithium-tin project in South Dakota, United States.

The property is situated on 142 hectares of private land with surface and mineral rights in place. The site hosts historic gold and tin mining operations dating back to the 1920s. Additionally, the site contains the Giant Volney pegmatite body, from which 15 grab samples graded an average of 4.4 percent lithium oxide, with the highest grading 5.4 percent.

The most recent news from the project came on Thursday (May 1) when Lion Rock announced that it had started its 2025 exploration program, including a high-resolution magnetic survey, mapping and sampling. The company said that the program will target high-grade lithium, gold and tin, and results will be used to refine drill targets and expand known mineralized zones.

The company also released its year-end 2024 financial report on Tuesday (April 29).

2. Foremost Clean Energy (CSE:FAT)

Weekly gain: 42.86 percent
Market cap: C$14.27 million
Share price: C$1.30

Foremost Clean Energy is a uranium exploration company working to advance projects in the Athabasca Basin in Northern Saskatchewan, Canada.

In 2025, its primary focus has been its Hatchet Lake property, part of its Eastern Athabasca projects. The site consists of nine mineral claims within two blocks covering an area of 10,2012 hectares and has seen exploration dating back to the 1960s.

Foremost announced in October 2024 that it had completed the first phase of an option agreement with Denison Mines (TSX:DML,NYSEAMERICAN:DNN) to acquire a 20 percent stake in 10 uranium properties, including Hatchet Lake, in exchange for 1.37 million common shares.

Under the terms of the agreement, Foremost can earn up to a 70 percent stake in the properties in exchange for meeting certain milestones within 36 months.

This Thursday, Foremost announced a new uranium discovery at Hatchet Lake from initial results of the company’s ongoing inaugural drill program.

In the announcement, the company said the discovery included multiple intervals of mineralization, highlighting one grading 0.22 percent equivalent U3O8 over 0.9 meters, including an intersection of 0.5 percent over 0.1 meters.

3. Baru Gold (TSXV:BARU)

Weekly gain: 42.86 percent
Market cap: C$13.53 million
Share price: C$0.05

Baru Gold is a development company working to advance its Sangihe gold project in Indonesia.

The company holds a 70 percent stake in the 42,000 hectare project, with the remaining 30 percent interest held by three Indonesia-based companies.

Baru Gold is progressing towards approval of its production operations plan, which was redesigned due to the significant macroeconomic shift and increase in the gold price since its last mineral resource estimate in May 2017.

On February 14, the company published a technical report with an updated mineral resource estimate. The mineral resource estimate demonstrated an indicated resource of 114,000 ounces of gold and 1.93 million ounces of silver from 3.15 million metric tons of ore with grades of 1.12 grams per metric ton (g/t) gold and 19.4 g/t silver. The project also hosts an inferred resource of 91,000 ounces of gold and 1.08 million ounces of silver from 2.3 million metric tons of ore with grades of 1.22 g/t gold and 14.5 g/t silver.

The update marks a significant step towards government approval for production operations status, with the only remaining requirement being the payment of taxes.

The most recent news came on April 2 when the company announced the closing of the first tranche of a private placement for C$336,321.88. Funding raised through the placement will be used in part for payment of land use taxes on the Sangihe property.

4. Taranis Resources (TSXV:TRO)

Weekly gain: 42.5 percent
Market cap: C$21.07 million
Share price: C$0.285

Taranis Resources is a copper explorer focused on advancing work at its Thor project in Southeast British Columbia, Canada.

The site has seen previous mining dating back to the early 1900s and hosts at least seven different epithermal zones. In a February mineral resource estimate update, the company reported an indicated resource of 1.14 million metric tons of ore containing 27,400 ounces of gold, 5.58 million ounces of silver, 3.1 million pounds of copper, 47.8 million pounds of lead and 77.9 million pounds of zinc.

The most recent news from the Thor project came on April 9, when Taranis provided an update on its 2024 deep drilling program. The company finalized an alteration study of the drill holes, which encountered anomalous gold, zinc and arsenic, and plans to use the results to improve targeting and lower costs for its 2025 drilling program.

5. Black Iron (TSX:BKI)

Weekly gain: 41.18 percent
Market cap: C$38.02 million
Share price: C$0.12

Black Iron is an exploration and development company working to advance its Shymanivske iron project in Ukraine.

The 300 hectare property is located approximately 330 kilometers south-east of the capital of Kiev and is situated within the well-known iron ore mining district of KrivBass.

According to a March 2020 preliminary economic assessment, project economics demonstrated an after-tax net present value of US$1.44 billion at a discount rate of 10 percent with an internal rate of return of 34.4 percent and a payback period of 3.3 years.

The included mineral resource estimate reported a measured and indicated resource of 645.8 million metric tons of ore with an average grade of 31.6 percent total iron and 18.8 percent magnetic iron.

Although Black Iron did not release any news this week, the company’s share price gained alongside news of the US and Ukraine reaching a critical minerals agreement.

FAQs for Canadian mining stocks

What is the difference between the TSX and TSXV?

The TSX, or Toronto Stock Exchange, is used by senior companies with larger market caps, and the TSXV, or TSX Venture Exchange, is used by smaller-cap companies. Companies listed on the TSXV can graduate to the senior exchange.

How many mining companies are listed on the TSX and TSXV?

As of February 2025, there were 1,572 companies listed on the TSXV, 905 of which were mining companies. Comparatively, the TSX was home to 1,859 companies, with 181 of those being mining companies.

Together the TSX and TSXV host around 40 percent of the world’s public mining companies.

How much does it cost to list on the TSXV?

There are a variety of different fees that companies must pay to list on the TSXV, and according to the exchange, they can vary based on the transaction’s nature and complexity. The listing fee alone will most likely cost between C$10,000 to C$70,000. Accounting and auditing fees could rack up between C$25,000 and C$100,000, while legal fees are expected to be over C$75,000 and an underwriters’ commission may hit up to 12 percent.

The exchange lists a handful of other fees and expenses companies can expect, including but not limited to security commission and transfer agency fees, investor relations costs and director and officer liability insurance.

These are all just for the initial listing, of course. There are ongoing expenses once companies are trading, such as sustaining fees and additional listing fees, plus the costs associated with filing regular reports.

How do you trade on the TSXV?

Investors can trade on the TSXV the way they would trade stocks on any exchange. This means they can use a stock broker or an individual investment account to buy and sell shares of TSXV-listed companies during the exchange's trading hours.

Article by Dean Belder; FAQs by Lauren Kelly.

Don't forget to follow us @INN_Resource for real-time updates!

Securities Disclosure: I, Dean Belder, hold no direct investment interest in any company mentioned in this article.

Securities Disclosure: I, Lauren Kelly, hold no direct investment interest in any company mentioned in this article.

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