Mr. Rob Grey reports

RUGBY RESOURCES LTD. CLOSES OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT

Rugby Resources Ltd., further to the news releases dated Nov. 14 and Nov. 27, 2023, has closed an oversubscribed non-brokered private placement and issued 12,522,540 units of the company at a price of five cents per unit for gross proceeds of $626,127.

Each unit consists of one common share and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share of the company at an exercise price of 10 cents for a period of two years from the closing date. Finder's fees in an aggregate amount of $9,750 were paid to qualified parties in connection with the offering. All securities issued pursuant to the offering are subject to a statutory hold period of four months plus a day from issuance, in accordance with applicable securities laws of Canada. Closing of the offering is subject to receipt of all necessary regulatory approvals and final acceptance by the TSX Venture Exchange.

Proceeds of the offering will be used for exploration and general expenses.

Multilateral Instrument 61-101 disclosure

Certain insiders of the company participated in the offering for an aggregate total of three million units. The participation by such insiders is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related-party participation in the offering, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61- 101).

Early warning disclosure

Bryce Roxburgh, a director and officer of the company, acquired two million units under the offering. Prior to the offering, Mr. Roxburgh and Rowen Company Ltd., a company controlled by Mr. Roxburgh, held 11.02 per cent of the company's issued and outstanding common shares on a non-diluted and 13.42 per cent on a fully diluted basis. After giving effect to the private placement, Mr. Roxburgh and Rowen beneficially own and control, collectively, 11.24 per cent of the company's issued and outstanding common shares on a non-diluted and 14.14 per cent on a fully diluted basis. Rowen and Mr. Roxburgh acquired the units for investment purposes. Rowen and Mr. Roxburgh intend to evaluate their investment in the company, and to increase or decrease their shareholdings from time to time, as they may determine appropriate. A copy of the early warning report being filed by Rowen and Mr. Roxburgh may be obtained by contacting the company at 604-687-2038.