DRAFT NEWS RELEASE Reefton Goldfields Inc. has closed a reverse takeover of First Uranium Resources Ltd. to create “RUA GOLD”, a funded, first-world, gold explorer Shares Expected to Commence Trading on the Canadian Securities Exchange (“CSE”) Under Symbol “RUA”
February 27, 2024
DRAFT NEWS RELEASE
Reefton Goldfields Inc. has closed a reverse takeover of First Uranium
Resources Ltd. to create “RUA GOLD”, a funded, first-world, gold
explorer
Shares Expected to Commence Trading on the Canadian Securities Exchange (“CSE”) Under Symbol “RUA”
on or about March 4, 2024, subject to final approval by the CSE.
Vancouver, B.C., February 27, 2024 – Rua Gold Inc. (formerly, First Uranium Resources Ltd.) (“RUA GOLD”
or the “Company”) is pleased to announce that, fu rther to its news releases dated March 29, 2023, July
25, 2023, and October 27, 2023, it has closed its prev iously announced business combination (the
“Transaction”) in accordance with the terms of the business combination ag reement (the “Business
Combination Agreement”) dated July 24, 2023 among th e Company and Reefton, pursuant to which,
among other things, the Company acquired all of the issued and outstanding shares of Reefton Goldfields
Inc. (“Reefton”) in exchange for common shares in the capital of the Company (each a “Company Share”).
The Company expects to commence trading on the CSE on or about March 4, 2024 under the symbol
“RUA”, subject to final approval of the Transaction by the CSE. The Company Shares will also trade in the
United States on the OTCQX under the symbol “TPRFF” and in Germany on the WKN under the symbol
“A3DB6A”.
About RUA GOLD
RUA GOLD (CSE: RUA) is a mineral exploration compan y, focused on gold exploration and discovery in
New Zealand’s historic gold mining districts, by combining traditional prospecting practices with modern
technologies.
The Company is committed to responsible and sustainable exploration, which is evident in its professional
planning and execution. The Company aims to minimiz e its environmental impact and to execute on its
projects with its key stakeholders in mind. RUA GOLD has a highly skilled team of New Zealand
professionals who possess extensive knowledge an d experience in geology, geochemistry, and
geophysical exploration technology.
For further information, please refer to the Company’s filings, including the CSE Form 2A – Listing
Statement to be filed by the Company, under its SEDAR+ profile at www.sedarplus.ca.
Management and Board of RUA GOLD
RUA GOLD will be led by an experienced management team and supported by a board with diverse
experience and a history of building projects and companies:
Director – Oliver Lennox-King: Former Chairman of Fronteer Gold and Roxgold, and the largest
shareholder of RUA GOLD.
Director and incoming CEO – Robert Eckford: Experience in mining across Australia, Africa and
South America in variety of positions, most recently as Head of Finance and co-founder of Aris
Mining.
Director, Interim CEO and COO – Simon Henderson: An experienced geologist, Simon was on the
discovery team for the WKP deposit and has stro ng relationships with local and government
stakeholders.
CFO and Corporate Secretary – Zeenat Lokhandwal a: Formerly CFO of Great Bear Royalties and
Director of Finance of Great Bear Resources wi th experience in M&A, finance, accounting and
taxation.
Independent Director – Mario Vetro: Co-founder K92 Mining, Partner in Commodity Partners.
Experienced in capital markets, structuring and advising resource companies.
Independent Director – Paul Criddle: Previously COO West Africa at Fortuna and COO of RoxGold.
Experienced in building and running operations in Australia and West Africa.
Summary of the Transaction
Pursuant to the Business Combination Agreement, ea ch outstanding common share in the capital of
Reefton (each, a “Reefton Share”) was cancelled in exchange for 1.6 Company Shares and each Reefton
Share purchase warrant (each, a “Reefton Warrant”) was cancelled in exchange for 1.6 Company Share
purchase warrants (the “Company Warrants”), resulting in the issuance of a total of 112,456,874 Company
Shares to former Reefton shareholders and 8,480, 000 Company Warrants to former holders of Reefton
Warrants (representing approximately 57% ownership of the Company on a fully diluted basis). As
consideration for issuing such Company Shares, the Company now indirectly holds a 100% interest in
Reefton Gold Limited, the owner and operator of an exploration project located in the Buller Region of
the South Island, New Zealand, through the Compan y’s wholly-owned subsidiary, Reefton Acquisition
Corp.
Following closing of the Transaction, the Comp any has: 193,583,463 Company Shares issued and
outstanding; (ii) up to 17,789,878 Company Shares re served for issuance upon exercise of 17,789,878
Company Share purchase warrants outstanding; and ( iii) up to 10,000,000 Company Shares reserved for
issuance upon exercise of 10,000,000 options outstanding.
Resale Restrictions
Pursuant to the Business Combination Agreement and in accordance with the policies of the CSE, Related
Persons (as such term is defined in CSE policies) of the Company have deposited an aggregate of
21,346,032 Company Shares into escrow under the terms of a Form 46-201F1 - Escrow Agreement. In
accordance with the terms of the Escrow Agreement, which will be released from escrow as follows: 10%
of the escrowed shares will be released from escrow on the date of listing on the CSE and an additional
15% will be released every six months thereafter . Additionally, an aggregate of 24,522,704 Company
Shares held by shareholders who, immediately prior to closing of the Transaction, held 5% or greater of
the issued and outstanding shares of the Company or Reefton, as applicable, are subject to escrow periods
of 18 months, with 25% of such Company Shares being released every three months beginning on the
date that is nine months after the closing of the Transaction.
Option Grants
On closing of the Transaction, the Company granted options to purchase up to an aggregate of 10,000,000
Company Shares to certain directors, officers, and employees of the Company. Each option is exercisable
into one Company Share at an exercise price of $0.10 per Company Share for five years following the date
of grant. All options were granted in accordance wi th the 10% rolling stock option plan of the Company
dated effective October 26, 2018.
Financial Advisory and Marketing Agreements
In connection with the Transaction, the Company entered into a financial advisory agreement (the
“Financial Advisory Agreement”) with Commodity Partners Inc. (“Commodity”), pursuant to which the
Company engaged Commodity as a financial advisor for a period of 12 months in exchange for an advisory
fee of $108,000 per annum. Additionally, the Company entered into a marketing agreement with each of
Direct To Investor Media, LLC (“D2I”) and MMG Ma rket Medium GmbH & Co. KG (“MMG”), pursuant to
which, respectively, D2I will provide certain marketing and investor relations services in North America in
exchange for $300,000 in cash and MMG will provide certain marketing and investor relations services in
Germany in exchange for an agency fee of $115,500 (representing 16.5% of the budget allocated by the
Company for such services) (collectively, the “Marketing Agreements”).
RUA GOLD Contact
Robert Eckford
Director
Tel: +1 604 655 7354
Email: [email protected]
Website: www.RUAGOLD.com
This news release includes certain statements that may be deem ed “forward-looking statements”. All statements in this new
release, other than statements of historical facts, that address events or developmen ts that the Company expects to occur, are
forward-looking statements. Forward-looking statements are statements that are not hi storical 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; final approval from the CSE;
the release of escrowed Company Shares and expiry of hold periods on Company Shares; commencement of trading of the
Company Shares and timing thereof; the Financial Advisory Agreement; the Marketing Agreements; and the future appointment
or effective date of terms of officers of the Company. 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 forw ard-looking statements are not guarantees of future performance and actual results
or developments may differ materially from those projected in the forward-looking st atements. 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 forwar d looking statements. Some of these risks, uncertainties and factors include: general
business, economic, competitive, political and social uncertainti es; risks related to the effects of the Russia-Ukraine war; ri sks
related to climate change; operational risks in exploration; dela ys or changes in plans with re spect 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, accide nts, labour disputes and other risks of the mining industry, includi ng but not limited to
environmental hazards, flooding or unfavoura ble operating conditions and losses, insurrect ion or war, delays in obtaining CSE,
regulatory or 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 CSE Form 2A – Listing
Statement to be 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 Compan y undertakes no obligation to update these
forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.