RUA GOLD Provides an Update on Previously Announced Acquisition of Siren Gold's Reefton Assets

Rhea-AI Summary

RUA GOLD (TSXV: RUA) (OTCQB: NZAUF) provides an update on its acquisition of Reefton Resources, a subsidiary of Siren Gold, with adjacent tenements in New Zealand's Reefton Goldfield. The amended terms include RUA GOLD purchasing 10 million Siren shares at A$0.20 each, totaling A$2 million. Key conditions met include RUA GOLD shareholder approval, NZPAM consent for permit transfer, and TSXV conditional approval. The final milestone is Siren's shareholder vote on October 28, 2024. The total consideration is A$22 million, with Siren receiving cash, shares, and owning ~26% of RUA GOLD post-transaction. Benefits include increased scale, exposure to the Reefton Goldfield, improved investor visibility, and potential operational synergies. The transaction is expected to close in November, subject to final TSXV approval.

Positive

• Acquisition increases RUA GOLD's land holdings in the prospective Reefton Goldfield to approximately 120,000 ha
• Transaction valued at A$22 million (C$20.4 million), demonstrating significant investment in growth
• Siren will own ~26% of RUA GOLD post-transaction, aligning interests of both companies
• Potential for operational synergies and economies of scale across the combined land package
• Improved investor visibility and positioning amongst peers

Negative

• Significant cash outlay of A$2 million (C$1.8 million) required to complete the transaction
• Issuance of 83,927,383 new RUA GOLD shares may lead to dilution for existing shareholders
• Transaction completion still subject to Siren shareholder approval and final TSXV approval

Vancouver, British Columbia--(Newsfile Corp. - October 21, 2024) - Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A4010V) ("RUA GOLD" or the "Company") is pleased to provide an update on the previously announced acquisition of Reefton Resources Pty Limited ("Reefton"), a 100% owned subsidiary of Siren Gold Ltd. (ASX: SNG) ("Siren") with tenements located adjacent to the Company's suite of properties in New Zealand's prolific Reefton Goldfield (the "Transaction").

The Company and Siren have agreed to amend the terms of Transaction whereby RUA GOLD agrees to purchase 10,000,000 common shares of Siren at a price of A$0.20 per share, for aggregate gross proceeds of A$2,000,000. The Company highlights that the following conditions have been satisfied: RUA GOLD shareholders have voted in favor of the transaction The Company obtained the required consent from the New Zealand Petroleum and Mineral ("NZPAM") to transfer control over Reefton's exploration permits to RUA GOLD The Company has prepared draft National Instrument 43-101 compliant independent report The TSX Venture Exchange ("TSXV") has conditionally approved the transaction, with final approval expected following the satisfaction of the requirements for the Transaction under the TSXV Policy 5.3, which includes the submission of the aforementioned 43-101 report The final key milestone anticipated is the Siren shareholder vote on October 28, 2024. If in favor, the Company anticipates closing the Transaction in November.

 

Robert Eckford, CEO of RUA GOLD, stated: "This is an exciting stage for RUA GOLD shareholders, Siren Gold shareholders, and the Reefton Goldfields community. Our merger presents a prime opportunity to establish a high-grade gold and antimony exploration company ready to deliver value through its drilling program planned on this land package. We will be looking at a combination of new discoveries alongside the scalability of historic high-grade mines to become a leading gold producer in the region. New Zealand's mining industry is experiencing a resurgence, supported by local and foreign investment, as well as a pro-mining government implementing streamlined policies. The resulting improvements in regional infrastructure and employment will transform the West Coast and benefit all of New Zealand."

Transaction Highlights

Under the terms of the Amended Agreement, Siren shall receive total consideration of A$22 million (C$20.4 million):

• A$2 million (C$1.8 million) in cash, of which A$1 million has been paid and the remaining A$1 million will be paid at the close of the Transaction;

• A$2 million (C$1.8 million) in cash in exchange for 10,000,000 common shares of Siren, to be exchanged at the close of the Transaction; and

• 83,927,383 fully paid shares of RUA GOLD representing A$18 million (C$16.6 million¹), to be issued at the close of the Transaction with agreed contractual resale restrictions.

Upon completion of the Transaction, Siren will own ~26% of RUA GOLD, and Siren Chairman, Mr. Brian Rodan, will join the RUA GOLD Board. The Transaction will deliver the following benefits to the Company's shareholders:

• Increased scale and resources by combining projects and exploration teams.

• Increased exposure to the highly prospective and under-explored Reefton Goldfield, as the largest landholder in the district with approximately 120,000 ha of combined tenements.

• Improved investor visibility and positioning amongst peers, with the opportunity to broaden the Company's shareholder base.

• Potential for future operational synergies (i.e., centralized infrastructure and workforce) by realizing economies of scale across the whole land package.

• Continued exposure to the Company's highly prospective asset, Glamorgan on the North Island of New Zealand.

Transaction Update Details

The Company has obtained approval from its shareholders concerning the Transaction.

In addition, on October 17, 2024, the Company obtained consent from the NZPAM to the change of control of Reefton's exploration permits as a consequence of the Transaction.

The Company is working to satisfy the TSXV requirements for the Transaction under section 5.7 of TSXV Policy 5.3. To obtain final approval from the TSXV, the Company will submit a National Instrument 43-101 compliant independent report and a financial plan demonstrating that the Company has sufficient financial resources to close the Transaction and to fund the first stage of the recommended work program and property payment obligations for a minimum of six months.

The transaction agreements governing the acquisition of Reefton and evidence of disinterested shareholder approval of the Company have been filed with the TSXV. A legal title opinion confirming Siren's authority to transfer the Reefton project will also be required. Final closing will be subject to the TSXV's clearance of these requirements.

About RUA GOLD

RUA GOLD is an exploration company, strategically focused on New Zealand. With decades of expertise, our team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is now focused on maximizing the asset potential of RUA's two highly prospective high-grade gold projects.

The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand's South Island. RUA GOLD will have approximately 120,000 hectares of tenements, following the completion of its previously announced acquisition of Reefton Resources Pty Limited², in a district that historically produced over 2 million ounces of gold grading between 9 and 50 grams per tonne.

The Company's Glamorgan Project solidifies RUA GOLD's position as a leading high-grade gold explorer on New Zealand's North Island. This highly prospective project is located within the North Islands' Hauraki district, a region that has produced an impressive 15 million ounces of gold and 60 million ounces of silver. Glamorgan is within 3 kms of OceanaGold Corporation's biggest gold mining project, WKP.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.

RUA GOLD Contact

Robert Eckford

Chief Executive Officer

Tel: +1 604 655 7354

Email: reckford@RUAGOLD.com

Website: www.RUAGOLD.com

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the Company's strategies, expectations, planned operations or future actions, including but not limited to exploration programs at its Reefton project and the results thereof; and the Company's acquisition of Reefton Resources Pty Limited. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's CSE Form 2A - Listing Statement filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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¹ Calculated using RUA GOLD's 30-day VWAP on the CSE as of July 12, 2024 of C$0.1983 at an AUD:CAD exchange rate of 0.9246.
² Refer to news released dated July 15, 2024.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/227207

FAQ

What is the total value of RUA GOLD's acquisition of Siren Gold's Reefton assets?

The total consideration for the acquisition is A$22 million (C$20.4 million), consisting of cash payments and share issuance.

How many shares of Siren Gold (ASX: SNG) is RUA GOLD (OTCQB: NZAUF) purchasing as part of the transaction?

RUA GOLD is purchasing 10,000,000 common shares of Siren Gold at a price of A$0.20 per share, for a total of A$2,000,000.

What percentage of RUA GOLD will Siren Gold own after the completion of the Reefton assets acquisition?

Upon completion of the transaction, Siren Gold will own approximately 26% of RUA GOLD.

When is the expected closing date for RUA GOLD's (NZAUF) acquisition of Siren Gold's Reefton assets?

If Siren Gold shareholders vote in favor on October 28, 2024, RUA GOLD anticipates closing the transaction in November 2024.