RUA GOLD Announces Resumption of Trading on the CSE

VANCOUVER, BC, March 4, 2024 /CNW/ - Rua Gold Inc. (formerly, First Uranium Resources Ltd.) ("RUA GOLD" or the "Company") is pleased to announce that, further to its news release dated February 27, 2024, that, in connection with the completion of its reverse takeover transaction (the "Transaction"), the common shares in the capital of the Company (the "Company Shares") shall resume trading on the Canadian Securities Exchange (the "CSE") on March 4, 2024, under the symbol "RUA". The Company Shares will also trade in the United States on the OTCQX under the symbol "KMMIF" and in Germany on the WKN under the symbol "A3DB6A".

Capitalization

Following closing of the Transaction, the Company has: (i) 193,583,463 Company Shares issued and outstanding; (ii) up to 17,789,878 Company Shares reserved for issuance upon exercise of 17,789,878 Company Share purchase warrants outstanding; and (iii) up to 10,000,000 Company Shares reserved for issuance upon exercise of 10,000,000 options outstanding.

Further to its February 27, 2024 news release, the Company clarifies that, pursuant to the Business Combination Agreement dated July 24, 2023 between the Company and Reefton Goldfields Inc. ("Reefton") and in accordance with the policies of the CSE, Related Persons (as such term is defined in CSE policies) of the Company have deposited an aggregate of 24,632,625 Company Shares and 525,000 Company Share purchase warrants into escrow under the terms of a Form 46-201F1 - Escrow Agreement (the "Escrow Agreement"). In accordance with the terms of the Escrow Agreement, such securities will be released from escrow as follows: 10% of the escrowed securities will be released from escrow on the date of listing on the CSE and an additional 15% will be released every six months thereafter. Additionally, an aggregate of 24,522,704 Company Shares held by shareholders who, immediately prior to closing of the Transaction, held 5% or greater of the issued and outstanding shares of the Company or Reefton, as applicable, are subject to escrow periods of 18 months, with 25% of such Company Shares being released every three months beginning on the date that is nine months after the closing of the Transaction.

Change in Financial Year-End

In connection with the closing of the Transaction, the directors of the Company resolved to change the financial year-end of the Company to December 31 (being the same year-end as the reverse takeover acquirer).

Investor Relations Agreement

The Company also announces that it has entered into a consulting agreement (the "Consulting Agreement") dated February 29, 2024 with Triomphe Holdings Ltd. DBA Capital Analytica ("Capital Analytica"), an arm's length party to the Company. Pursuant to the Consulting Agreement, Capital Analytica has agreed to provide investor relations and communications services to the Company in exchange for an aggregate amount of CAD $60,000 (inclusive of GST). The services will include on-going social media consultation regarding engagement and enhancement, social sentiment reporting, social engagement reporting, discussion forum monitoring and reporting, corporate video dissemination and other related services. The term of the Consulting Agreement is for a period of three months. Capital Analytica's contact information is as follows: Jeff French, email: [e-mail], telephone: [phone], business address: 3786 Glen Oak Drive, Nanaimo, BC V9T 6H2.

About RUA GOLD

RUA GOLD (CSE: RUA) is a mineral exploration company, focused on gold exploration and discovery in New Zealand's historic gold mining districts, by combining traditional prospecting practices with modern technologies.

The Company is committed to responsible and sustainable exploration, which is evident in its professional planning and execution. The Company aims to minimize its environmental impact and to execute on its projects with its key stakeholders in mind. RUA GOLD has a highly skilled team of New Zealand professionals who possess extensive knowledge and experience in geology, geochemistry, and geophysical exploration technology. 

For further information, please refer to the Company's filings, including the CSE Form 2A – Listing Statement filed by the Company under its SEDAR+ profile at www.sedarplus.ca.

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, and Capital Analytica's provision of services to the Company pursuant to the Consulting Agreement. 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 CSE, regulatory or 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.

SOURCE RUA GOLD

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