RUA GOLD Closes C$33 Million Financing
RUA GOLD Closes C$33 Million Financing
Vancouver, British Columbia--(Newsfile Corp. - January 28, 2026) -
RUA GOLD INC.
(TSXV: RUA)
(OTCQB: NZAUF) ("RUA GOLD" or the "Company") is pleased to announce that it has closed its
previously announced upsized private placement (the "LIFE Offering") of 22,727,200 common shares in
the capital of the Company (each, a "Common Share") for gross proceeds of $24,999,920 and
concurrent upsized private placement (the "Concurrent Offering" and together with the LIFE Offering, the
"Offering") of 7,273,454 Common Shares for gross proceeds of approximately $8,000,800.
Pursuant to
the Offering, the Company issued an aggregate of 30,000,654 Common Shares at $1.10 per Common
Share (the "Offering Price") for aggregate gross proceeds of approximately $33,000,720.
Raymond James Ltd. and Cormark Securities Inc. acted as co-lead agents and joint bookrunners in
connection with the LIFE Offering, together with Beacon Securities Limited (collectively, the "Agents").
The net proceeds of the Offering will be used for exploration and development activities on the
Company's Reefton Project and Glamorgan Project, both located in New Zealand, and for working
capital and general corporate purposes.
Robert Eckford, CEO of RUA GOLD commented: "
We are excited to close our upsized financing with
lead participation from two very well regarded new institutional investors taking our institutional
ownership to over 40% of our share count
.
The endorsement by this group of sophisticated investors
supports the strong conviction in both uncovering the potential of our undrilled epithermal opportunity
in Glamorgan on the North Island of New Zealand, as well as supporting the execution of our fast
tracked plan to production in the Reefton Goldfield on New Zealand's South Island.
The proceeds from this financing will enable us to accelerate exploration efforts and unlock the
project's high-grade potential. We sincerely appreciate the confidence placed in our team and
strategy by these valued partners, and we look forward to delivering meaningful progress and long-
term value for all stakeholders in the months and years ahead
."
Pursuant to an agency agreement among the Company and the Agents dated January 28, 2026, the
Company: (i) paid a cash fee of approximately $1,359,800 to the Agents; and (ii) issued 1,236,182
compensation warrants (the "Compensation Warrants") to the Agents. Each Compensation Warrant is
exercisable into one Common Share at the Offering Price for a term of two years expiring on January 28,
2028. In addition, the Company (i) paid a cash fee of approximately $133,925 to eligible finders relating
to subscribers under the president's list and (ii) issued 121,840 non-transferable finder's warrants
("Finder Warrants") to the Finders. Each Finder Warrant is exercisable into one Common Share at the
Offering Price for a term of two years expiring on January 28, 2028.
The Common Shares sold under the LIFE Offering were issued pursuant to the listed issuer financing
exemption available under National Instrument 45-106 -
Prospectus Exemptions
as amended by
Coordinated Blanket Order 45-935 -
Exemptions from Certain Conditions of the Listed Issuer
Financing Exemption
, in each of the provinces and territories of Canada other than Quebec. The
Common Shares were also offered for sale in the United States pursuant to available exemptions from
the registration requirements under the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act"). The Common Shares issued under the LIFE Offering will not be subject to a statutory hold period
pursuant to applicable Canadian securities laws. The Concurrent Offering was completed pursuant to
applicable exemptions from prospectus requirements under applicable securities laws.
The Common
Shares issued pursuant to the Concurrent Offering are subject to a statutory hold period in Canada
expiring four months and one day expiring on May 29, 2026. The Offering remains subject to the final
acceptance of the TSX Venture Exchange ("TSXV").
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities described herein in the United States. The securities described herein have not been and will
not be registered under the U.S. Securities Act, or any state securities laws, and may not be offered or
sold within the United States unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration requirements is available.
Option and DSU Grant
The Company granted 1,375,000 options (each, an "Option") to directors, officers, employees and
consultants of the Company in accordance the Company's stock option plan dated July 24, 2024. Each
Option is exercisable into one Common Share at an exercise price of $1.43 per Common Share for five
years following the date of grant. The Options are subject to a 3-year vesting period with 458,328
Options vesting on January 28, 2027, 458,333 Options vesting on January 28, 2028, and 458,339
Options vesting on January 28, 2029.
The Company also announces the grant of 100,000 deferred share units ("DSUs") to non-executive
directors of the Company at a deemed price of $1.43 per DSU, in accordance with the Company's DSU
Plan dated July 24, 2024. The DSUs are subject to a one-year vesting.
Each DSU entitles the holder to
receive one Common Share at the time the holder ceases to be a director of the Company.
About RUA GOLD
RUA GOLD is an exploration company, strategically focused on New Zealand. With decades of
expertise, their team has successfully taken major discoveries into producing world-class mines across
multiple continents. The team is focused on maximizing 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 prospective 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.
Robert Eckford
Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
Robert Eckford
Phone: (604) 655-7354
Email:
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
Forward-Looking Information
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, 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 including but not limited to exploration programs at its New Zealand properties; the intended use of the net proceeds of the Offering; and the
final acceptance of the TSXV with respect to the Offering. 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: 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 unfavorable 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.
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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/281947