Mr. Robert Eckford reports

RUA GOLD ANNOUNCES $25 MILLION FINANCING

Rua Gold Inc. has arranged 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, in connection with a brokered private placement offering of 18.19 million common shares of the company 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, 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 per cent 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) and will be issued to purchasers in each of the provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States, on a private placement basis pursuant to available exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended. 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 per cent 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 per cent in respect of proceeds received from subscribers included on a president's list to be formed by the company; (ii) issue to the agents that number of compensation warrants equal to 6.0 per cent 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 per cent 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 SEDAR+ and on the company's website. 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 Jan. 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 and the applicable securities regulatory authorities. The brokered offering is subject to final acceptance of the TSX-V.

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 will consist of up to 4.55 million 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 Jan. 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-V and the applicable securities regulatory authorities.

About Rua Gold Inc.

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, its 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 over 120,000 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 adjacent to Oceanagold Corp.'s biggest gold mining project, Wharekirauponga.

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