RUA GOLD Closes C$8 Million Brokered Offering and Announces Commencement of Trading on the TSX Venture Exchange
This news release is intended for distribution in
Highlights
- Closing the fully subscribed brokered offering for
C$8 million of gross proceeds - Conditional listing approval received from TSXV Listing Committee
- TSXV trading under "RUA" to commence on or about
July 29, 2024 , subject to satisfaction of customary conditions
The Offering was completed pursuant to an agency agreement (the "Agency Agreement") between the Company and a syndicate of agents including
Robert Eckford, CEO, commented: "The TSXV listing eliminates barriers to certain institutional and overseas investors for RUA GOLD and marks an important point in the maturation of the Company. Since
The Offering was completed pursuant to a prospectus supplement dated
In consideration for services rendered in connection with the Offering, the Company paid the Agents an aggregate cash fee of approximately
Certain insiders of the Company (the "Insiders") subscribed to the Offering for an aggregate of 2,638,892 Common Shares. This issuance of the Common Shares to the Insiders constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by the Insiders does not exceed 25% of the fair market value of the Company's market capitalization. A material change report will be filed in connection with the participation of the Insiders in the Offering less than 21 days in advance of the closing of the Offering, which the Company considers reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "
In addition, the Company wishes to announce that the Company received conditional approval from the TSX Venture Exchange (the "TSXV") to list its issued and outstanding Common Shares on the TSXV under the symbol "RUA" and the Company anticipates that, subject to satisfaction of customary conditions, effective at market open on
In connection with the listing on the TSXV, the Common Shares will be voluntarily delisted from the Canadian Securities Exchange. Shareholders of the Company are not required to take any action with respect to their shareholdings in connection with the Company's listing on the TSXV.
More information can be found at the Company's website: www.ruagold.com.
About RUA GOLD
RUA GOLD (CSE: RUA) (OTCQB: NZAUF), (WKN: A4010V) is a new entrant to the gold mining space, specializing in gold exploration and discovery in
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 key stakeholders in mind. RUA GOLD has a highly skilled team of
For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.
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; the intended use of the net proceeds of the Offering; the exercise of the Over-Allotment Option, the intended listing date of the Common Shares on the TSXV; the delisting of the Common Shares from the Canadian Securities Exchange; and the proposed transaction with Siren Gold. 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: risks relating to the terms and conditions of the proposed transaction with Siren Gold, general business, economic, competitive, political and social uncertainties; risks related to the effects of the
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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