Rua Gold closes financings for $33-million

Executive Summary

• Rua Gold Inc. closed an upsized private placement raising approximately $33 million in gross proceeds through the issuance of 30,000,654 common shares at $1.10 per share.
• The offering was conducted under the Listed Issuer Financing Exemption (LIFE) with Raymond James Ltd. and Cormark Securities Inc. as co-lead agents.
• Net proceeds are designated for exploration and development of the Reefton and Glamorgan projects in New Zealand, as well as working capital.

Key Details

• Transaction Structure: Upsized private placement of 22,727,200 common shares (gross proceeds ~$24,999,920) and a concurrent private placement of 7,273,454 common shares (gross proceeds ~$8,000,800).
• Total Shares Issued: 30,000,654 common shares.
• Price Per Share: $1.10.
• Gross Proceeds: Approximately $33,000,720.
• Agents: Raymond James Ltd. and Cormark Securities Inc. acted as co-lead agents and joint bookrunners; Beacon Securities Ltd. also participated.
• Use of Proceeds: Exploration and development of the Reefton project (South Island) and Glamorgan project (North Island), both in New Zealand, plus working capital and general corporate purposes.
• Agent Compensation:
  • Cash fee of ~$1,359,800 paid to agents.
  • 1,236,182 compensation warrants issued to agents, exercisable at $1.10/share, expiring Jan 28, 2028.
• Finder Compensation:
  • Cash fee of ~$133,925 paid to eligible finders.
  • 121,840 non-transferable finders' warrants issued, exercisable at $1.10/share, expiring Jan 28, 2028.
• Regulatory/Hold Periods:
  • LIFE shares: No statutory hold period in Canada.
  • Concurrent offering shares: Subject to a statutory hold period in Canada expiring May 29, 2026 (4 months and 1 day).
  • Offering subject to final acceptance by the TSX Venture Exchange.
• Option Grants:
  • 1,375,000 options granted to directors, officers, employees, and consultants.
  • Exercise price: $1.43 per share.
  • Term: 5 years.
  • Vesting: 3-year cliff/annual vesting (458,328 vest Jan 28, 2027; 458,333 vest Jan 28, 2028; 458,339 vest Jan 28, 2029).
• DSU Grants:
  • 100,000 Deferred Share Units (DSUs) granted to non-executive directors.
  • Deemed price: $1.43 per DSU.
  • Vesting: One year.
  • Settlement: One common share upon cessation of directorship.

Notable Quotes

• "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 per cent 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." — Robert Eckford, CEO