RUA GOLD Announces C$12 Million Brokered Offering of Common Shares

June 16, 2025

RUA GOLD Announces C$12 Million Brokered Offering of

Common Shares

This news release is intended for distribution in Canada only and is not intended for

distribution to United States newswire services or dissemination in the United States.

Rua Gold Inc. (TSXV: RUA, OTCQB: NZAUF, WKN: A40QYC) (“RUA GOLD” or the “Company”) is pleased

to announce that it has entered into an agreem ent with Cormark Securities Inc. and Red Cloud

Securities Inc., to act as agents (the “ Agents”) on a “best efforts” agency basis in connection with a

public offering (the “ Public Offering ”) and contemporaneous private placement (the “ Private

Placement”) of 17,143,000 common shares in the capital of the Company (each, a “Common Share”)

at a price of C$0.70 per Common Share (the “ Offering Price ”) for aggregate gross proceeds of

C$12,000,100 (the “ Offering”). The allocation of the number of Common Shares to be issued in

connection with the Public Offeri ng and the Private Placement will be determined prior to filing the

Supplement (as defined below).

The Offering is expected to close on or about June 26, 2025 (the “ Closing Date”), or such other date

as agreed upon between the Company and the Agents, and is subject to certain conditions including,

but not limited to the receipt of all necessary regulatory approvals.

The Company has granted to the Agents an option (the “ Over-Allotment Option ”) exercisable, in

whole or in part, prior to the Closing Date to sell , at the Offering Price, up to 2,571,450 additional

Common Shares (being that number of additional Common Shares equal to 15% of the number of

Common Shares issuable pursuant to the Offering ) for market stabilization purposes and to cover

over-allotments, if any.

The Company intends to use the net proceeds from the Offering for continuing the exploration

program on its New Zealand properties, and for general working capital and general corporate

purposes.

The Common Shares issued with respect to the Public Offering will be issued pursuant to a prospectus

supplement (the “ Supplement”) to the Company’s base shelf prospectus dated July 11, 2024 (the

“Shelf Prospectus”) that will be filed in each of the provinces and territories of Canada, except Quebec.

In consideration for the services rendered in connection with the Offering, the Company will pay the

Agents a customary cash fee and issue to the Agents a customary number of broker warrants, subject

to reduced consideration in respect of president’s list sales.

The Private Placement will be completed pursuant to applicable exemptions from the prospectus

requirements in all of the Provinces of Canada. The Common Shares may also be sold in the United

States on a private placement basis pursuant to available exemptions from the registration

requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and

applicable U.S. state securities laws, and other juri sdictions outside of Canada and the United States

pursuant to available prospectus or registration exemptions in accordance with applicable laws

provided that no prospectus, registration statement or similar document is required to be filed in such

jurisdiction.

Copies of the Supplement, following filing thereo f, and the Shelf Prospectus may be obtained on

SEDAR+ at www.sedarplus.ca. The Shelf Prospectus contains, and the Supplement will contain,

important detailed information about the Company and the proposed Offering including the proposed

use of proceeds therefrom. Prospective investors should read the Supplement, accompanying Shelf

Prospectus and the documents incorporated by reference therein before making an investment

decision.

The securities referred to in this news release have not been, nor will they be, registered under 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.

About RUA GOLD

RUA GOLD is an exploration company, strategically focused on New Zealand. With decades of

expertise, our team has successfully taken major discoveries into producing world-class mines across

multiple continents. The team is now focused on ma ximizing 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 2Moz of gold grading between 9 and 50g/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 prospect ive project is located within the North Islands’

Hauraki district, a region that has produced an impressive 15Moz of gold and 60Moz of silver.

Glamorgan is adjacent to OceanaGold Corporation’s biggest gold mining project, Wharekirauponga.

For further information, please refer to the Company’s disclosure record on SEDAR+ at

www.sedarplus.ca.

RUA GOLD Contact

Robert Eckford

Chief Executive Officer

Phone: (604) 655-7354

Email: [email protected]

Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this news 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, identifi ed 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 filing of the Supplement, the

size of the Offering, the intended use of the net proceeds of the Offering, the timing of the Closing Date and completion of the Offering, the

exercise of the Over-Allotment Option, the receipt of all necessar y regulatory approvals; the Company’s strategies, expectation s, planned

operations or future actions, including but not limited to exploration programs at its Reefton and Glamorgan projects and the results thereof.

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 statement.

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, uncerta inties 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 facto rs include: 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 ex ploration, delays

or changes in plans with respect to exploration projects or ca pital expenditures; the actual results of current exploration act ivities;

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 indu stry,

including but not limited to environmental hazards, flooding or unfavorable operating conditions and losses, insurrection or wa r, delays in

obtaining governmental approvals or financing, and commodity pric es. 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 short form base shelf prospectus dated July

11, 2024, and the documents incorporated by reference therein, filed under its SEDAR+ profile at www.sedarplus.ca for a descrip tion of

additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the stateme nts

are made. Except as required by applicable securities laws, th e Company undertakes no obligation to update these forward-lookin g

statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.