Rua Gold Completes the Acquisition of Siren Gold's Reefton Assets and Becomes the Dominant Reefton Goldfield Explorer
Rua Gold Completes the Acquisition of Siren
Gold's Reefton Assets and Becomes the
Dominant Reefton Goldfield Explorer
Vancouver, British Columbia--(Newsfile Corp. - November 25, 2024) - Rua Gold Inc. (TSXV: RUA)
(OTCQB: NZAUF) (WKN: A4010V) ("
RUA GOLD
" or the "
Company
") is pleased to announce the
completion of the acquisition (the "
Transaction
") of Reefton Resources Pty Limited ("
Reefton
").
Reefton was a 100% owned subsidiary of Siren Gold Ltd. (ASX:SNG) ("
Siren
"). The completion of the
transaction expands RUA GOLD's tenement package to cover over 95% of the Reefton Goldfield.
Robert Eckford, CEO of RUA GOLD, stated: "Today marks a pivotal point in RUA GOLD's development.
With the completion of this Transaction, the Reefton district is largely under control of one company. This
creates the opportunity to develop a world-class, scalable mining operation in an area that had high-
grade production and is considerably underexplored at depth.
Since the announcement in July, our team has been integrating Siren's data from the Reefton properties
and will incorporate this into the VRIFY AI drill targeting platform. Putting together all of these advanced
exploration projects through the Transaction creates an exciting district scale opportunity.
Advancing the Auld Creek gold project and weighing up other compelling targets for immediate drilling
along with our current drilling successes provides a broad platform for the future."
With the Transaction complete, a third rig is mobilized to recommence drilling on the Auld Creek target,
it is a compelling near surface resource opportunity. The two drill rigs currently operating will continue on
the targets at Murray Creek, including the recently announced visible gold intercept of +1oz gold
intersection (refer to news release dated November 4, 2024) and shallow Capleston targets.
Further targets are being analyzed in an iterative process using VRIFY AI targeting methodology and
RUA GOLD's comprehensive combined exploration and mining data sets.
Figure 1: Overview of the Reefton Goldfield.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_006full.jpg
Actively Advancing a District-Scale Discovery in a Tier 1 Jurisdiction:
Represents the next chapter in RUA GOLD's development towards our goal to be a major gold
producer in New Zealand.
Newly consolidated project represents an under-explored high-grade gold district in the world.
Permits, access, and consents in place for aggressive drilling following a district-wide
reassessment of targets and potential on the combined land package.
The Transaction will increase regional tenement holdings from ~34k ha to ~125k ha and cover all
known past mine camps outside of the Blackwater and Globe Progress mines.
Potential for lower overall project capital expenditures through the development of a central
processing hub.
The Transaction increases RUA GOLD profile in New Zealand, allowing greater opportunity to
work alongside a pro-mining Government in helping to expand its resource potential.
Backed by a team of mining professionals with +150 years of combined experience.
Figure 2: Tenement map of the Reefton Goldfield.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_007full.jpg
1. Source:
https://federationmining.com.au/wp-content/uploads/2024/10/Investor-Deck-Federation-OCT-2024.pdf
Figure 3: Cross Section of historic underground mines in the Reefton Goldfield.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/10755/231266_5b87507614f048b7_008full.jpg
Transaction Summary
The Transaction was completed pursuant to a share purchase agreement dated July 12, 2024, as
amended October 18, 2024 (the "
Amended Agreement
"). Pursuant to the Amended Agreement, as
consideration for the acquisition of Reefton, RUA GOLD paid Siren aggregate consideration of A$20
million (C$18.4 million), representing:
A$2 million (C$1.8 million) in cash; and
83,927,383 common shares in the capital of RUA GOLD (each, a "
Company Share
"),
representing A$18 million (C$16.6 million
[1]
)
(collectively, the "
Reefton Consideration
").
The Reefton Consideration remains subject to customary working capital adjustments.
RUA GOLD also acquired 10,000,000 common shares in the capital of Siren (each, a "
Siren Share
") at
a price of A$0.20 (C$0.18) per Siren Share for an aggregate of A$2 million (C$1.8 million).
In connection with closing of the Transaction, the Company and Siren entered into a shareholder rights
agreement pertaining to Siren's interest in RUA GOLD, pursuant to which, among other things:
RUA GOLD reconstituted its board of directors to be comprised of seven directors;
so long as Siren beneficially owns or controls at least 10% of the issued and outstanding Company
Shares: (i) Siren may nominate one member to RUA GOLD's board of directors; and (ii) Siren will
vote any Company Shares it owns or controls in support of any proposed resolution recommended
by RUA GOLD's board of directors at any meeting of shareholders of the Company;
the 83,927,383 Company Shares issued to Siren at closing of the Transaction will be subject to the
following resale restrictions: (i) 18,632,879 Company Shares will be restricted from trading until
May 25, 2025; (ii) 18,632,879 Company Shares will be restricted from trading until November 25,
2025; (iii) 18,632,879 Company Shares will be restricted from trading until February 25, 2026; (iv)
18,632,879 Company Shares will be restricted from trading until May 25, 2026; and (v) 9,395,867
Company Shares will be restricted from trading until November 25, 2026 (collectively, the
"
Contractual Resale Restrictions
"); and
the Contractual Resale Restrictions will cease to apply if, at any time following May 25, 2025, RUA
GOLD's market capitalization is at least $208,102,222.73.
Following completion of the Transaction:
Reefton operates as a wholly-owned subsidiary of RUA GOLD;
RUA GOLD owns approximately 7.5% of the issued and outstanding Siren Shares, calculated on
an undiluted basis;
Siren owns approximately 26% of the issued and outstanding Company Shares, calculated on an
undiluted basis, resulting in a new Control Person (as defined in the Policies of the TSX Venture
Exchange (the "
TSXV
"));
Siren's Chairman, Mr. Brian Rodan, joined RUA GOLD's board of directors; and
RUA GOLD will transfer back tenement PP 60893 covering 7,305.20 ha to Siren.
The Transaction and creation of a new Control of the Company was approved by disinterested
shareholders of the Company through the written consents in in accordance with TSXV policies. The
Transaction remains subject to final acceptance from the TSXV.
Early Warning Disclosure
Siren Gold
In connection with the closing of the Transaction, Siren, with an address at Level 2, 41 - 43 Ord Street,
West Perth WA 6005, has acquired 83,927,383 Company Shares at a price of $0.1983 per Common
Share for an aggregate subscription amount of approximately $16,642,800.
Immediately prior to the
completion of the Transaction, Siren owned no securities of the Company.
As a result of the Transaction,
Siren owns and controls approximately 26% of the issued and outstanding shares of the Company on a
non-diluted basis and 24% on a fully diluted basis.
Siren acquired the Company Shares for investment purposes. In the future, Siren will evaluate its
investment in the Company from time to time and may, based on such evaluation, market conditions and
other circumstances, increase or decrease its shareholdings as circumstances require through market
transactions, private agreements, or otherwise.
Siren currently has no plans or intentions which would result in a corporate transaction, a sale or transfer
of a material amount of the assets of the Company or any of its subsidiaries, a change in the board of
directors or management of the Company (other than as disclosed herein), including any plans or
intentions to change the number or term of directors or to fill any existing vacancies on the board, a
material change in the Company's business or corporate structure, a change in the Company's articles
or similar instruments or another action which might impede the acquisition of control of Company by any
person or company, a class of securities of the Company being delisted from, or ceasing to be
authorized to be quoted on, a marketplace, the Company ceasing to be a reporting issuer in any
jurisdiction of Canada, a solicitation of proxies from securityholders, or an action similar to any of those
enumerated.
The disclosure respecting Siren's shareholdings contained in this press release is made pursuant to
National Instrument 62-103 and a copy of the report in respect of the above acquisition will be filed with
applicable securities commissions using the Canadian System for Electronic Document Analysis and
Retrieval (SEDAR+) and will be available on the Company's SEDAR+ profile (www.sedarplus.ca). A
copy may be obtained by contacting the Company as noted under "RUA GOLD Contact" below.
Advisors and Legal Counsel
Cormark Securities Inc. acted as financial advisor to the Company and its Board of Directors. McMillan
LLP acted as Canadian legal counsel to the Company. Red Cloud Securities Inc. acted as financial
advisor to Siren and its Board of Directors. Steinepreis Paganin acted as Australian legal counsel to
Siren.
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 maximizing the asset potential of RUA'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 approximately 125,000 hectares of tenements, in a district that
historically produced over 2 million ounces of gold grading between 9 and 50 grams per tonne.
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 15 million ounces of gold and 60
million ounces of silver. Glamorgan is within 3 kms of OceanaGold Corporation's biggest gold mining
project, WKP.
For further information, please refer to the Company's disclosure record on SEDAR+ at
www.sedarplus.ca
.
Technical Information
Simon Henderson CP, AUSIMM, a qualified person under National Instrument 43-101
Standards of
Disclosure for Mineral Projects
, has reviewed and approved the technical disclosure contained herein.
RUA GOLD Contact
Robert Eckford
Chief Executive Officer
Email:
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; and the effects and benefits of the Transaction. 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 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 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 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.
[1]
Calculated using RUA GOLD's 30-day VWAP on the CSE as of July 12, 2024 of C$0.1983 at an AUD:CAD exchange rate of 0.9246.
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