Rua Gold arranges $25-million financing

Executive Summary

• Rua Gold Inc. has arranged a combined brokered and non-brokered private placement financing for up to $25 million to fund exploration and development at its Reefton and Glamorgan projects in New Zealand, as well as for working capital.
• The brokered portion involves the sale of 18.19 million common shares at $1.10 per share, generating up to $20 million in gross proceeds, with Raymond James Ltd. and Cormark Securities Inc. acting as joint bookrunners.
• The concurrent non-brokered offering will raise up to $5 million through the sale of 4.55 million common shares at $1.10 per share, subject to standard resale restrictions.

Key Details

• Total Financing Amount: Up to $25 million.
• Brokered Offering Details:
  • Structure: Private placement via a syndicate of agents.
  • Agents: Raymond James Ltd. and Cormark Securities Inc. (joint bookrunners/co-lead agents).
  • Shares Issued: 18.19 million common shares.
  • Price: $1.10 per common share.
  • Gross Proceeds: Up to $20,009,000.
  • Over-allotment Option: Agents have an option to purchase up to 15% additional shares at the offering price, exercisable up to 48 hours prior to closing.
  • Use of Proceeds: Exploration and development of Reefton and Glamorgan projects; working capital; general corporate purposes.
  • Regulatory Exemption: Listed issuer financing exemption under National Instrument 45-106; private placement under U.S. Securities Act of 1933.
  • Resale Restrictions: No resale restrictions under Canadian securities laws for brokered shares.
• Non-Brokered Offering Details:
  • Shares Issued: Up to 4.55 million common shares.
  • Price: $1.10 per common share.
  • Gross Proceeds: Up to $5,000,000.
  • Resale Restrictions: 4 months and 1 day from the closing date.
  • Use of Proceeds: Exploration and development of Reefton and Glamorgan projects; working capital; general corporate purposes.
• Agent Compensation (Brokered):
  • Cash Fee: 6.0% of gross proceeds (reduced to 1.0% for subscribers on the "president's list").
  • Compensation Warrants: Equal to 6.0% of common shares sold (reduced to 1.0% for president's list subscribers).
  • Warrant Terms: Each warrant entitles the holder to acquire one common share at an exercise price of $1.10 for a period of 24 months following completion.
• Closing Conditions:
  • Expected closing on or about January 28, 2026.
  • Subject to receipt of necessary approvals, including conditional listing approval from the TSX Venture Exchange (TSX-V) and applicable securities regulatory authorities.

Notable Quotes

• None provided in the text.