Rua Gold Announces $25 Million Financing

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

VANCOUVER, British Columbia, Jan. 21, 2026 (GLOBE NEWSWIRE) -- RUA GOLD Inc. ("RUA" or the "Company") (TSXV:RUA) (OTCQB:NZAUF) is pleased to announce a brokered and non-brokered financing for up to $25 million to advance exploration and development activities at the Company's Reefton Project and Glamorgan Project, both located in New Zealand.

Brokered Offering

The Company is pleased to announce that it has entered into an agreement with Raymond James Ltd., as joint bookrunner and co-lead agent, alongside Cormark Securities Inc., as joint bookrunner and co-lead agent, on behalf of a syndicate of agents (collectively, the "Agents"), in connection with a brokered private placement offering (the "Brokered Offering") of 18,190,000 common shares of the Company (the "Common Shares") at a price of $1.10 per Common Share for aggregate gross proceeds to the Company of up to $20,009,000.

The Company has agreed to grant the Agents an option (the "Agents' Option"), exercisable, in part or in whole at the Agents' sole discretion, up to 48 hours prior to the closing of the Offering, to offer for sale up to an additional 15% of the Common Shares comprising the Brokered Offering at the Offering Price.

The net proceeds of the Brokered Offering will be used for exploration and development activities on the Company's Reefton Project and Glamorgan Project, both located in New Zealand, and for working capital and general corporate purposes.

The Common Shares issued under the Brokered Offering will be issued and sold to eligible purchasers pursuant to the 'listed issuer financing exemption' under Part 5A of National Instrument 45-106, Prospectus Exemptions as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"), will be issued to purchasers in each of the provinces of Canada, except Québec, and other qualifying jurisdictions, including the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The Common Shares to be issued and sold under the Brokered Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

In connection with the Brokered Offering, the Company will: (i) pay the Agents a cash fee equal to 6.0% of the gross proceeds from the sale of such Common Shares, including any Common Shares sold pursuant to the Agents' Option, except that such fee will be reduced to 1.0% in respect of proceeds received from subscribers included on a president's list (the "President's List") to be formed by the Company; (ii) issue to the Agents that number of compensation ...