Mr. Robert Eckford reports

RUA GOLD COMPLETES THE ACQUISITION OF SIREN GOLD'S REEFTON ASSETS AND BECOMES THE DOMINANT REEFTON GOLDFIELD EXPLORER

Rua Gold Inc. has completed the acquisition of Reefton Resources Pty. Ltd. Reefton was a 100-per-cent-owned subsidiary of Siren Gold Ltd. The completion of the transaction expands Rua Gold's tenement package to cover over 95 per cent of the Reefton goldfield.

Robert Eckford, chief executive officer 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, and 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 greater than one ounce gold intersection (refer to news release dated Nov. 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.

Actively advancing a district-scale discovery in a Tier 1 jurisdiction:

• Represents the next chapter in Rua Gold's development toward its goal to be a major gold producer in New Zealand;
• Newly consolidated project represents an underexplored 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 approximately 34,000 hectares to approximately 125,000 hectares 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's 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-plus years of combined experience.

Transaction summary

The transaction was completed pursuant to a share purchase agreement dated July 12, 2024, as amended Oct. 18, 2024. Pursuant to the amended agreement, as consideration for the acquisition of Reefton, Rua Gold paid Siren aggregate consideration of $20-million (Australian) ($18.4-million (Canadian)), representing:

• $2-million (Australian) ($1.8-million (Canadian)) in cash;
• 83,927,383 common shares in the capital of Rua Gold, representing $18-million (Australian) ($16.6-million (Canadian)).

The Reefton consideration remains subject to customary working capital adjustments.

Rua Gold also acquired 10 million common shares in the capital of Siren at a price of 20 Australian cents (18 Canadian cents) per Siren share for an aggregate of $2-million (Australian) ($1.8-million (Canadian)).

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 composed of seven directors;
• So long as Siren beneficially owns or controls at least 10 per cent 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 Nov. 25, 2025; (iii) 18,632,879 company shares will be restricted from trading until Feb. 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 Nov. 25, 2026;
• 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 per cent of the issued and outstanding Siren shares, calculated on an undiluted basis.
• Siren owns approximately 26 per cent 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).
• Siren's chairman, Brian Rodan, joined Rua Gold's board of directors.
• Rua Gold will transfer back tenement PP 60893 covering 7,305.20 hectares to Siren.

The transaction and creation of a new control of the company were approved by disinterested shareholders of the company through the written consents in accordance with TSX Venture Exchange policies. The transaction remains subject to final acceptance from the TSX-V.

Early warning disclosure

Siren Gold

In connection with the closing of the transaction, Siren has acquired 83,927,383 company shares at a price of 19.83 cents 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 per cent of the issued and outstanding shares of the company on a non-diluted basis and 24 per cent 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 SEDAR+ and will be available on the company's SEDAR+ profile. A copy may be obtained by contacting the company.

Advisers and legal counsel

Cormark Securities Inc. acted as financial adviser 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 adviser to Siren and its board of directors. Steinepreis Paganin acted as Australian legal counsel to Siren.

About Rua Gold Inc.

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, the team has 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 approximately 125,000 hectares of tenements, in a district that historically produced over two million ounces of gold grading between nine 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 Island's Hauraki district, a region that has produced an impressive 15 million ounces of gold and 60 million ounces of silver. Glamorgan is within three kilometres of Oceanagold Corp.'s biggest gold mining project, WKP.

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.

We seek Safe Harbor.