RUA GOLD Announces Resumption of Trading on the CSE
LEGAL_43362839.3
March 4, 2024
RUA GOLD Announces Resumption of Trading on the CSE
Vancouver, B.C., March 4, 2024 – Rua Gold Inc. (formerly, First Uranium Resources Ltd.) (“RUA GOLD” or
the “Company”) is pleased to announce that, further to its news release dated February 27, 2024, that, in
connection with the completion of its reverse take over transaction (the “Transaction”), the common
shares in the capital of the Company (the "Company Shares") shall resume trading on the Canadian
Securities Exchange (the "CSE") on March 4, 2024, under the symbol "RUA". The Company Shares will also
trade in the United States on the OTCQX under the symbol “KMMIF” and in Germany on the WKN under
the symbol “A3DB6A”.
Capitalization
Following closing of the Transaction, the Comp any has: (i) 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.
Further to its February 27, 2024 news release, the Company clarifies that, pursuant to the Business
Combination Agreement dated July 24, 2023 between the Company and Reefton Goldfields Inc.
(“Reefton”) 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 24,632,625 Company Shares and 525,000
Company Share purchase warrants into escrow under the terms of a Form 46-201F1 - Escrow Agreement
(the “Escrow Agreement”). In accordance with the terms of the Escrow Agreement, such securities will be
released from escrow as follows: 10% of the escrowed securities 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 sharehol ders 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.
Change in Financial Year-End
In connection with the closing of the Transaction, the directors of the Company resolved to change the
financial year-end of the Company to December 31 (being the same year-end as the reverse takeover
acquirer).
Investor Relations Agreement
The Company also announces that it has entered into a consulting agreement (the "Consulting
Agreement") dated February 29, 2024 with Triomphe Holdings Ltd. DBA Capital Analytica ("Capital
Analytica"), an arm’s length party to the Company. Pursuant to the Consulting Agreement, Capital
Analytica has agreed to provide investor relation s and communications services to the Company in
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exchange for an aggregate amount of CAD $60,000 (inclu sive of GST). The servic es will include on-going
social media consultation regarding engagement and enhancement, social sentiment reporting, social
engagement reporting, discussion forum monitoring and reporting, corporate video dissemination and
other related services. The term of the Consulting Agreement is for a period of three months. Capital
Analytica's contact information is as follows: Jeff French, email: [email protected], telephone:
(778) 882-4551, business address: 3786 Glen Oak Drive, Nanaimo, BC V9T 6H2.
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 minimi ze its environmental impact and to execute on its
projects with its key stakeholders in mind. RU A 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 filings, including the CSE Form 2A – Listing
Statement filed by the Company under its SEDAR+ profile at www.sedarplus.ca.
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, pl anned operations or future actions, and Capital Analytica’s
provision of services to the Company pursu ant to the Consulting Agr eement. Although the Company believes the expectations
expressed in such forward-looking statements are based on reas onable 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
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Statement 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.