Mr. Robert Eckford reports
RUA GOLD CLOSES C$33 MILLION FINANCING
Rua Gold Inc. has closed its previously announced upsized private placement of 22,727,200 common shares in the capital of the company for gross proceeds of $24,999,920 and concurrent upsized private placement of 7,273,454 common shares for gross proceeds of approximately $8,000,800. Pursuant to the offering, the company issued an aggregate of 30,000,654 common shares at $1.10 per common share for aggregate gross proceeds of approximately $33,000,720.
Raymond James Ltd. and Cormark Securities Inc. acted as co-lead agents and joint bookrunners in connection with the LIFE (listed issuer financing exemption) offering, together with Beacon Securities Ltd.
The net proceeds of the 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.
Robert Eckford, chief executive officer of Rua Gold, commented: "We are excited to close our upsized financing with lead participation from two very well regarded new institutional investors taking our institutional ownership to over 40 per cent of our share count. The endorsement by this group of sophisticated investors supports the strong conviction in both uncovering the potential of our undrilled epithermal opportunity in Glamorgan on the North Island of New Zealand, as well as supporting the execution of our fast-tracked plan to production in the Reefton goldfield on New Zealand's South Island.
"The proceeds from this financing will enable us to accelerate exploration efforts and unlock the project's high-grade potential. We sincerely appreciate the confidence placed in our team and strategy by these valued partners, and we look forward to delivering meaningful progress and long-term value for all stakeholders in the months and years ahead."
Pursuant to an agency agreement among the company and the agents dated Jan. 28, 2026, the company: (i) paid a cash fee of approximately $1,359,800 to the agents; and (ii) issued 1,236,182 compensation warrants to the agents. Each compensation warrant is exercisable into one common share at the offering price for a term of two years expiring on Jan. 28, 2028. In addition, the company: (i) paid a cash fee of approximately $133,925 to eligible finders relating to subscribers under the president's list; and (ii) issued 121,840 non-transferable finders' warrants to the finders. Each finder's warrant is exercisable into one common share at the offering price for a term of two years expiring on Jan. 28, 2028.
The common shares sold under the LIFE offering were issued pursuant to the listed issuer financing exemption available under National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces and territories of Canada other than Quebec. The common shares were also offered for sale in the United States pursuant to available exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended. The common shares issued under the LIFE offering will not be subject to a statutory hold period pursuant to applicable Canadian securities laws. The concurrent offering was completed pursuant to applicable exemptions from prospectus requirements under applicable securities laws. The common shares issued pursuant to the concurrent offering are subject to a statutory hold period in Canada expiring four months and one day expiring on May 29, 2026. The offering remains subject to the final acceptance of the TSX Venture Exchange.
Option and DSU (deferred share unit) grant
The company granted 1,375,000 options to directors, officers, employees 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 $1.43 per common share for five years following the date of grant. The options are subject to a three-year vesting period, with 458,328 options vesting on Jan. 28, 2027, 458,333 options vesting on Jan. 28, 2028, and 458,339 options vesting on Jan. 28, 2029.
The company also announces the grant of 100,000 DSUs to non-executive directors of the company at a deemed price of $1.43 per DSU, in accordance with the company's DSU plan dated July 24, 2024. The DSUs are subject to a one-year vesting. Each DSU entitles the holder to receive one common share at the time the holder ceases to be a director of the company.
About Rua Gold Inc.
Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, the company's team has successfully 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 (g/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 15 million ounces of gold and 60 million ounces of silver. Glamorgan is adjacent to OceanaGold Corp.'s biggest gold mining project, Wharekirauponga.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.