RUA GOLD Announces the Grant of Deferred Share Units

Closing the fully subscribed brokered offering for C$8 million of gross proceeds

Conditional listing approval received from TSXV Listing Committee

TSXV trading under “RUA” to commence on or about July 29, 2024 , subject to satisfaction of customary conditions

Rua Gold Inc. (CSE: RUA) (OTCQB: NZAUF) (WKN: A4010V) (” Rua Gold ” or the ” Company “) is pleased to announce that it has closed its previously announced “best efforts” public offering consisting of 44,445,000 common shares in the capital of the Company (each, a ” Common Share “) at a price of C$0.18 per Common Share for aggregate gross proceeds of C$8,000,100 (the ” Offering “). The Company intends to use the net proceeds from the Offering for continuing the exploration program on its Reefton Project, and for general working capital and general corporate purposes.

The Offering was completed pursuant to an agency agreement (the ” Agency Agreement “) between the Company and a syndicate of agents including Cormark Securities Inc., as lead agent and sole book-runner, Ventum Financial Corp. and Red Cloud Securities Inc. (collectively, the ” Agents “). Pursuant to the Agency Agreement, the Company has granted the Agents an over-allotment option (the ” Over-Allotment Option “) exercisable, in whole or in part, in the sole discretion of the Agents, to sell up to an additional 6,666,750 Common Shares for up to 30 days following closing of the Offering, on the same terms and conditions as the Offering.

Robert Eckford, CEO, commented: “The TSXV listing eliminates barriers to certain institutional and overseas investors for Rua Gold and marks an important point in the maturation of the Company. Since March 2024 when Rua Gold began trading, we have uplisted the company in both Canada and the US, completed a fully subscribed offering under our shelf prospectus, and announced a formative transaction to consolidate the Reefton Goldfield, providing investors a project of world class scale and quality. All the foundations are now in place for Rua Gold to achieve its aggressive growth plans. Drills are turning on our Murray Creek targets, and we look forward to delivering updates to the market in Q3.”

The Offering was completed pursuant to a prospectus supplement dated July 19, 2024 (the ” Prospectus Supplement “) to the Company's short form base shelf prospectus dated July 11, 2024 (the ” Shelf Prospectus “) filed in each of the provinces and territories of Canada , except Québec. Copies of the Prospectus Supplement, Shelf Prospectus and Agency Agreement are available under the Company's SEDAR+ profile at www.sedarplus.ca .

In consideration for services rendered in connection with the Offering, the Company paid the Agents an aggregate cash fee of approximately C$402,000 and issued to the Agents an aggregate of 2,483,366 broker warrants (the ” Broker Warrants “). Each Broker Warrant is exercisable to acquire one Common Share at the exercise price of C$0.18 per Common Share for a period of 24 months following closing of the Offering.

Certain insiders of the Company (the ” Insiders “) subscribed to the Offering for an aggregate of 2,638,892 Common Shares. This issuance of the Common Shares to the Insiders constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (” MI 61-101 “). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by the Insiders does not exceed 25% of the fair market value of the Company's market capitalization. A material change report will be filed in connection with the participation of the Insiders in the Offering less than 21 days in advance of the closing of the Offering, which the Company considers reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the ” U.S. Securities Act “) or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States , nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

In addition, the Company wishes to announce that the Company received conditional approval from the TSX Venture Exchange (the ” TSXV “) to list its issued and outstanding Common Shares on the TSXV under the symbol “RUA” and the Company anticipates that, subject to satisfaction of customary conditions, effective at market open on July 29, 2024 , the Common Shares will commence trading on the TSXV. The Company will continue to trade under its symbol “RUA”. The CUSIP (No. 78109M107) and ISIN (No. 78109M1077) for the Common Shares will remain the same.

In connection with the listing on the TSXV, the Common Shares will be voluntarily delisted from the Canadian Securities Exchange. Shareholders of the Company are not required to take any action with respect to their shareholdings in connection with the Company's listing on the TSXV.

More information can be found at the Company's website: www.ruagold.com .

About Rua Gold

Rua Gold (CSE: RUA) (OTCQB: NZAUF), (WKN: A4010V) is a new entrant to the gold mining space, specializing in gold exploration and discovery in New Zealand . Upon closing of the transaction with Siren Gold Limited announced in July 2024 , the Company will have permits enveloping 90% of the Reefton Goldfield in New Zealand's South Island. This district has a rich history dating back to the gold rush in the late 1800s. The Company also has a highly prospective tenement package in the North Island, located within 3 kms of OceanaGold's biggest pipeline project, Wharekirauponga. Rua Gold combines traditional prospecting practices with modern technologies to uncover and capitalize on valuable gold deposits.

The Company is committed to responsible and sustainable exploration, which is evident in its professional planning and execution. The Company aims to minimize its environmental impact and to execute on its projects with key stakeholders in mind. Rua Gold has a highly skilled team of New Zealand professionals who possess extensive knowledge and experience in geology, geochemistry, and geophysical exploration technology.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca .

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; the intended use of the net proceeds of the Offering; the exercise of the Over-Allotment Option, the intended listing date of the Common Shares on the TSXV; the delisting of the Common Shares from the Canadian Securities Exchange; and the proposed transaction with Siren Gold. 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: risks relating to the terms and conditions of the proposed transaction with Siren Gold, 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 documents 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.

SOURCE Rua Gold Inc.