Rua Gold to Purchase Siren Gold’s Reefton Property and Grow to be the Dominant Reefton Goldfield Explorer

Determine 2: Cross Part of historic underground mines within the Reefton Goldfield. (CNW Group/Rua Gold Inc.)

The Transaction will set up the Firm because the dominant landholder within the Reefton Goldfield on New Zealand’s South Island, with roughly 120,000 hectares (“ha“) of tenements. The district produced over two million ounces at gold grades starting from 9 to 50g/t. The Reefton Goldfield is seeing a resurgence in curiosity, led by the development of Federation Mining’s Blackwater mine, which is anticipated to provide 70koz each year at US$738/oz AISC1.

Actively Advancing a District-Scale Discovery in a Tier 1 Jurisdiction:

• Represents the following chapter in RUA GOLD’s growth in direction of our purpose to be a significant gold producer in New Zealand.
• Newly consolidated venture represents one of many least explored, high-grade gold districts on the planet.
• Permits, entry, and consents in place for aggressive drilling following a district-wide reassessment of targets and potential on the mixed land bundle.
• The Transaction will improve regional tenement holdings from ~34k ha to ~120k ha and canopy all recognized previous manufacturing camps outdoors of Blackwater and the Globe Progress mine.
• Potential for decrease general venture capital expenditures via the event of a possible central processing hub.
• The Transaction creates a much bigger participant in New Zealand, permitting larger alternative to work alongside a pro-mining Authorities in serving to them draft their Minerals Technique for New Zealand.
• Backed by group of mining professionals with +200 years of mixed expertise.

Extra info could be discovered on the Firm’s web site: www.ruagold.com

Following the completion of the Transaction, the Firm shall be properly positioned because the preeminent gold explorer in New Zealand with a professional forma market capitalization of ~C$60 million.

Combining properties and exploration actions within the Reefton Goldfield offers many strategic advantages, together with:

• Elevated profile with a really supportive local people that has an extended historical past and expert work power in mining.
• Alternative to understand important synergies and price financial savings.
• Mixed knowledge units, native work power and historic data, resulting in increased high quality goal era with a larger scale of alternatives.
• Means to increase exploration applications and generate extra constant information move.
• Consolidation of allowing actions with an expedited venture growth timeline.

Transaction Highlights

• Beneath the phrases of the Settlement, Siren shall obtain:
  • A$2 million (C$1.8 million) in money, of which A$1 million has been paid and the remaining A$1 million shall be paid on the shut of the Transaction; and
  • 83,927,383 totally paid shares of RUA GOLD representing A$18 million (C$16.6 million2), to be issued on the shut of the Transaction with agreed contractual resale restrictions.
• The entire consideration represents:
  • an implied worth of A$20 million (C$18.5 million); and
  • an acquisition worth of ~US$25/oz AuEq based mostly on Reefton’s 0.5 Moz AuEq Resource3.
• Upon completion of the Transaction, Siren will personal ~30% of RUA GOLD, and Siren Chairman, Mr. Brian Rodan, will be part of the RUA GOLD Board. Mr. Rodan is a Fellow of the Australian Institute of Mining and Metallurgy (FAusIMM) with 48 years’ expertise. Beforehand, Mr. Rodan was the proprietor and managing director of Australian Contract Mining Pty Ltd. (ACM), a contract mining firm finishing $1.5 billion value of labor over a 20-year interval. Mr. Rodan held varied roles with Eltin Restricted over 15 years as Normal Supervisor between 1993 and 1996 and Govt Director from 1996 to 1999), being Australia’s largest full service ASX listed contract mining firm with annual turnover of +$850 million. Mr. Rodan was a founding Director of Dacian Gold Ltd. 2013 and Desert Metals Ltd. 2020. Mr. Rodan was the founding director and is at present Chairman of Siren, Iceni Gold Restricted (ICL) and Augustus Minerals (AUG), all listed on the ASX.
• The Transaction is focused to shut in This fall-2024 (topic to regulatory approvals and satisfaction of all situations below the Settlement).

Simon Henderson, COO of RUA GOLD commented: “This Transaction creates a major alternative in an below explored orogenic gold district. The Firm has targeted on the Reefton Goldfield and in 4 years mixed speedy geochemical sampling, ultra-detailed geophysical surveying and mapping to spotlight the potential of exploring previous workings at depth in addition to a number of new greenfield prospects. It is extremely thrilling to mix RUA GOLD and Siren knowledge units, mixed data, and have the entire orogenic district to discover. We shall be taking a look at a mix of recent discoveries and scalability of historic high-grade gold mines to develop the following main gold producer within the area.”

Brian Rodan, Chairman of Siren commented: “Having personally been concerned with the Reefton Mission for over 6 years, I firmly consider that the Reefton Goldfield has monumental untapped potential to create a considerable long-term, high-grade gold and antimony mining operation. Antimony being a uncommon essential mineral can even present the chance to create a world class operation that can help the western international locations transition to greener economies via securing a long-term provide of antimony, which is important to assemble photo voltaic panels, wind generators, electrical automobiles, energy storage batteries and protection wants. The selections taken by the Boards of each Siren and Rua to take a significant step to consolidate the 40km line of strike of all the Reefton discipline is actually visionary and can understand important long-term advantages to the Reefton district as a complete. The extra move on results created from this consolidation can even carry long run generational development in regional growth via elevated infrastructure spending and elevated employment alternatives which can be created by the “mining multiplier have an effect on”. The numerous enchancment in regional infrastructure and employment alternatives that can comply with shall be transformational for all the West Coast and New Zealand as a complete.”

The Transaction will ship the next advantages to the Firm’s shareholders:

• Elevated scale and sources by combining tasks and exploration groups.
• Elevated publicity to the extremely potential and under-explored Reefton Goldfield, as the most important landholder within the district with roughly 120,000 ha of mixed tenements.
• The tenements owned by Reefton host a complete JORC-compliant inferred mineral useful resource estimate (at a 1.5 g/t Au cut-off grade) containing 444koz Au @ 3.81g/t Au and eight.7kt Sb @ 1.5% Sb4 with the superb alternative to outline additional mineralization with aggressive exploration throughout the mixed land bundle.
• Improved investor visibility and positioning amongst friends, with the chance to broaden the Firm’s shareholder base.
• Potential for future operational synergies (i.e., centralized infrastructure and workforce) by realizing economies of scale throughout the entire land bundle.
• Continued publicity to the Firm’s extremely potential asset, Glamorgan on the North Island of New Zealand.

Transaction Particulars

The Transaction shall be effected by the use of a share buy settlement below relevant Canadian legal guidelines.

As consideration for the acquisition of Reefton, the Firm will:

• pay an combination of A$2.0 million (topic to a working capital adjustment) to Siren, of which (i) A$1.0 million was paid by the Firm upon coming into into the Settlement within the type of a forgivable mortgage (repayable solely within the occasion the Settlement is terminated previous to consummation of the Transaction), evidenced by a promissory notice issued by Siren in favor of the Firm and secured by an enforceable safety curiosity in all of Reefton’s current and after-acquired private property; and (ii) A$1.0 million shall be payable on the completion of the Transaction (the “Closing Date”); and
• on the Closing Date, challenge 83,927,383 frequent shares within the capital of the Firm to Siren at a deemed worth of C$0.1983 per RUA GOLD Share (based mostly on the 30-day volume-weighted common worth of the frequent shares on the Canadian Securities Alternate previous to the date of the Settlement), having an combination worth of A$18.0 million5 (the “Consideration Shares”).

Key situations precedent to the completion of the Transaction embrace, amongst others:

• the events acquiring all required company, shareholder and regulatory approvals for the Transaction;
• the events acquiring all required materials third celebration, regulatory and ministerial consents; and
• different situations customary for a public transaction of this nature.

The Settlement in any other case contains customary representations, warranties, covenants and situations contained in agreements for transactions of this nature.

In reference to the closing of the Transaction, the Firm will enter right into a shareholder rights settlement with Siren pertaining to Siren’s curiosity within the Consideration Shares, which is able to embrace, amongst others, the next phrases:

• Siren shall have the precise to appoint one member to the board of administrators of the Firm, as long as Siren maintains no less than a ten% fairness curiosity within the Firm’s issued and excellent frequent shares.
• The Consideration Shares shall be topic to the next contractual resale restrictions:
  • 22.2% shall be restricted from buying and selling for a interval of six months from the Closing Date;
  • 22.2% shall be restricted from buying and selling for a interval of 12 months from the Closing Date;
  • 22.2% shall be restricted from buying and selling for a interval of 15 months from the Closing Date;
  • 22.2% shall be restricted from buying and selling for a interval of 18 months from the Closing Date; and
  • the remaining Consideration Shares shall be restricted from buying and selling for a interval of 24 months from the Closing Date.
• The contractual resale restrictions above shall be lifted if, at any time after six months following the Closing Date, RUA GOLD’s market capitalization is 5 instances larger (or extra) than its market capitalization measured as of July 12, 2024 (being the date the Settlement was signed).
• For as long as Siren owns or controls 10% or extra of the issued capital of RUA GOLD, Siren shall conform to vote, or trigger to be voted, all Consideration Shares in the identical method because the board of administrators of RUA GOLD at any normal or particular assembly of shareholders of the Firm.

Convention Name and Presentation

RUA GOLD will host a convention name and presentation on July 15, 2024 at 9:00 a.m. (Toronto time) to debate the Transaction.

Webcast:

Convention Name:

Individuals might acquire expedited entry to the convention name with the next registration hyperlink. Upon registering, name in particulars shall be displayed on display screen. Utilizing these name particulars will by-pass the operator and keep away from the decision queue. Registration will stay open till the tip of the reside convention name. Individuals preferring to dial-in and converse with a reside operator, can entry the decision by dialing 1-844-763-8274 or +1-647-484-8814. It’s endorsed that you simply name 10 minutes earlier than the scheduled begin time.

Advisors and Authorized Counsel

Cormark Securities Inc. is appearing as monetary advisor to the Firm and its Board of Administrators. McMillan LLP is appearing as Canadian authorized counsel to the Firm and Simpson Grierson is appearing as New Zealand authorized counsel to the Firm.

Crimson Cloud Securities Inc. is appearing as monetary advisor to Siren and its Board of Administrators. Steinepreis Paganin is appearing as Australian authorized counsel to Siren and Cassels Brock & Blackwell LLP is appearing as Canadian authorized counsel to Siren.

Intention to checklist on the TSX Enterprise Alternate

Aligned to executing on the expansion technique, the Firm can be happy to announce that it has utilized to checklist the frequent shares of the Firm on the TSX Enterprise Alternate (“TSX-V”) below the image “RUA”. The Firm’s utility stays topic to TSX-V approval. In reference to itemizing on the TSX-V, it’s anticipated the Firm’s frequent shares shall be voluntarily delisted from the Canadian Inventory Alternate (“CSE”).

About RUA GOLD

RUA GOLD (CSE: RUA, OTC: NZAUF, WKN: A4010V) is a brand new entrant to the mining business, specializing in gold exploration and discovery in New Zealand. With permits which have a wealthy historical past courting again to the gold rush within the late 1800’s, RUA GOLD combines conventional prospecting practices with fashionable applied sciences to uncover and capitalize on helpful gold deposits.

The Firm is dedicated to accountable and sustainable exploration, which is obvious in its skilled planning and execution. The Firm goals to reduce its environmental affect and to execute on its tasks with key stakeholders in thoughts. RUA GOLD has a extremely expert group of New Zealand professionals who possess in depth data and expertise in geology, geochemistry, and geophysical exploration know-how.

For additional info, please confer with the Firm’s disclosure file on SEDAR+ at www.sedarplus.ca.

Technical Info

Simon Henderson CP, AUSIMM, a professional individual below Nationwide Instrument 43-101 Requirements of Disclosure for Mineral Tasks, has reviewed and permitted the technical disclosure contained herein.

Web site: www.RUAGOLD.com

This information launch contains sure statements that could be deemed “forward-looking statements”. All statements on this new launch, aside from statements of historic details, that tackle occasions or developments that the Firm expects to happen, are forward-looking statements. Ahead-looking statements are statements that aren’t historic details and are usually, however not at all times, recognized by the phrases “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “tasks”, “potential” and related expressions, or that occasions or situations “will”, “would”, “might”, “might” or “ought to” happen and particularly embrace statements concerning: the Firm’s methods, expectations, deliberate operations or future actions; the strategic advantages of the Transaction; the advantages of the Transaction to shareholders; closing of the Transaction and the satisfaction of the situations thereof, together with however not restricted to the receipt of all company and regulatory approvals and consents; itemizing the Firm’s frequent shares on the TSX-V and the receipt of TSX-V approval therefor; and delisting the frequent shares from the CSE. Though the Firm believes the expectations expressed in such forward-looking statements are based mostly on affordable assumptions, such statements will not be ensures of future efficiency and precise outcomes might differ materially from these within the forward-looking statements.

Traders are cautioned that any such forward-looking statements will not be ensures of future efficiency and precise outcomes or developments might differ materially from these projected within the forward-looking statements. A wide range of inherent dangers, uncertainties and elements, a lot of that are past the Firm’s management, have an effect on the operations, efficiency and outcomes of the Firm and its enterprise, and will trigger precise occasions or outcomes to vary materially from estimated or anticipated occasions or outcomes expressed or implied by ahead trying statements. A few of these dangers, uncertainties and elements embrace: normal enterprise, financial, aggressive, political and social uncertainties; dangers associated to the consequences of the Russia-Ukraine battle; dangers associated to local weather change; operational dangers in exploration, delays or modifications in plans with respect to exploration tasks or capital expenditures; the precise outcomes of present exploration actions; conclusions of financial evaluations; modifications in venture parameters as plans proceed to be refined; modifications in labour prices and different prices and bills or gear or processes to function as anticipated, accidents, labour disputes and different dangers of the mining business, together with however not restricted to environmental hazards, flooding or unfavourable working situations and losses, rebellion or battle, delays in acquiring governmental approvals or financing, and commodity costs. This checklist is just not exhaustive of the elements which will have an effect on any of the Firm’s forward-looking statements and reference must also be made to the Firm’s annual info kind dated April 19, 2024, filed below its SEDAR+ profile at www.sedarplus.ca for an outline of extra danger elements.

Ahead-looking statements are based mostly on the beliefs, estimates and opinions of the Firm’s administration on the date the statements are made. Besides as required by relevant securities legal guidelines, the Firm undertakes no obligation to replace these forward-looking statements within the occasion that administration’s beliefs, estimates or opinions, or different elements, ought to change.

Supply

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