Rua Gold Announces Upsizing of Brokered Offering

VANCOUVER, British Columbia – Rua Gold Inc. (“Rua” or the “Company”) has announced an upsizing of its previously announced brokered private placement of common shares due to strong investor demand. The amended offering is designed to raise gross proceeds of up to approximately $24,999,920, significantly expanding the original financing plan.

Details of the Upsized Offering

The Upsized Offering consists of 22,727,200 common shares to be sold at a price of $1.10 per Common Share. This larger financing initiative was completed in collaboration with joint bookrunners and co-lead agents Raymond James Ltd. and Cormark Securities Inc., along with a syndicate of agents including Beacon Securities Ltd.

Purpose of the Financing

Rua intends to use the net proceeds from the upsized offering to support its ongoing exploration and development activities at two of its key mineral projects in New Zealand — the Reefton Project and the Glamorgan Project. Funds will also be used for working capital and general corporate purposes.

Regulatory and Exemption Structure

The Common Shares issued under the Upsized Offering will be distributed to eligible purchasers under the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, often referred to as the LIFE Exemption. The shares will be available to purchasers across various Canadian provinces (excluding Québec) and in other qualifying jurisdictions, including the United States, via exemptions from registration requirements under the U.S. Securities Act of 1933.

Because the program has been upsized, the agents will no longer have the option to sell an additional 15% of the offering’s size that was previously contemplated under the original offering terms.

Expected Closing and Conditions

The Upsized Offering is expected to close on or about January 28, 2026, subject to customary closing conditions including the receipt of required approvals from regulatory authorities such as the TSX Venture Exchange (TSX-V) and other applicable securities regulators. Final acceptance by the TSX-V is also required before the offering can be completed.

Resale Restrictions and U.S. Distribution

Common Shares issued in the offering will not be registered under the U.S. Securities Act and cannot be offered or sold in the United States or to U.S. Persons unless they are registered or qualify for an exemption from registration. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where such an offer would be unlawful.

About Rua Gold Inc.

Rua Gold Inc. is a mineral exploration company focused on advancing high-grade gold projects in New Zealand. The company’s flagship portfolio includes the Reefton Gold District on the South Island, where it holds a dominant land position with over 120,000 hectares of tenements in an area that historically produced more than 2 million ounces of high-grade gold.

On New Zealand’s North Island, Rua’s Glamorgan Project lies within the Hauraki gold district, a region that has historically produced roughly 15 million ounces of gold and 60 million ounces of silver. The Glamorgan Project is adjacent to OceanaGold Corporation’s large Wharekirauponga gold mine, further highlighting the area’s exploration potential.

Leadership and Forward-Looking Statements

Robert Eckford, Chief Executive Officer of Rua Gold Inc., oversees the company’s strategy for growth and resource expansion at both Reefton and Glamorgan. The press release also includes forward-looking statements regarding expected future events, such as closing the offering and the company’s future plans. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated.

Investor Considerations

Investors are advised to review the amended and restated offering documents available on the company’s profile on SedarPlus and on Rua’s corporate website before making investment decisions related to the offering.

As with all mineral exploration and financing activities, risks include market fluctuations, regulatory approvals, changes in operational plans, and other factors that may affect the company’s exploration programs and financial outcomes.

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