RUA GOLD Closes C$8 Million Brokered Offering and Announces Commencement of Trading on the TSX Venture Exchange This news release is intended for distribution in Canada only and is not intended for distribution to
RUA GOLD Closes C$8 Million Brokered
Offering and Announces Commencement of
Trading on the TSX Venture Exchange
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
.
Highlights
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
VANCOUVER, BC
,
July 25, 2024
/CNW/ - 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.
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For further information:
RUA GOLD Contact: Robert Eckford, Chief Executive Officer, Email:
CO: Rua Gold Inc.
CNW 09:19e 25-JUL-24