RUA GOLD - Full Year Results 2025

Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)

Independent Auditor's Report
To the Shareholders and the Board of Directors of
Rua Gold Inc.
Opinion
We have audited the consolidated financial statements of Rua Gold Inc. (the "Company”), which
comprise the consolidated statements of financial position as at December 31, 2025 and the
consolidated statements of loss and comprehensive loss, changes in shareholder’s equity and
cash flows for the year then ended, and notes to the consolidated financial statements, including
material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the
financial position of the Company as at December 31, 2025 and its financial performance and its
cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board ("IASB").
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards
("Canadian GAAS"). Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty related to Going Concern
We draw attention to Note 1 in the financial statements, which indicates that the Company
incurred a loss of $13,357,900 during the year ended December 31, 2025 and has a deficit of
$49,883,286 since its inception. The Company expects to incur further losses in the development
of its business and is dependent on equity and debt financings to fund its operations. As stated in
Note 1, these events or conditions indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.


Deloitte LLP
410 W. Georgia Street
Vancouver BC V6B 0S7
Canada

Tel: 604-669-4466
Fax: 604-685-0395
www.deloitte.ca

Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the consolidated financial statements for the year ended December 31, 2025. These
matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we
have determined that there are no other key audit matters to communicate in our auditor's report.
Other Information
Management is responsible for the other information. The other information comprises
Management's Discussion and Analysis
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon. In connection with our audit of the financial
statements, our responsibility is to read the other information identified above and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management's Discussion and Analysis prior to the date of this auditor’s report. If,
based on the work we have performed on this other information, we conclude that there is a
material misstatement of this other information, we are required to report that fact in this auditor’s
report. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the
Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting
process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with Canadian GAAS will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Canadian GAAS, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business units within the Company as a basis for
forming an opinion on the financial statements. We are responsible for the direction,
supervision and review of the audit work performed for purposes of the group audit. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Brenton
Francis.

/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, British Columbia
February 25, 2026

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of:
Rua Gold Inc.

Opinion

We have audited the accompanying consolidated financial statements of Rua Gold Inc. (the “Company”), which
comprise the consolidated statements of financial position as at December 31, 2024 and 2023, and the consolidated
statements of loss and comprehensive loss, changes in shareholders’ equity (deficiency) and cash flows for the years
then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of
the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then
ended in accordance with IFRS Accounting Standards (“IFRS”).
Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the Company in accordance with the ethical requirements that
are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates that the Company incurred a net
loss of $25,556,475 during the year ended December 31, 2024 and, as of that date, the Company’s total deficit was
$36,525,386. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate
that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, prepared under the conditions mentioned above, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined
the matters described below to be the key audit matters to be communicated in our auditor's report.

Reverse Takeover Transaction of Reefton Goldfields Inc. “Reefton”

As disclosed in Notes 1 and 5 of the consolidated financial statements, during the year ended December 31, 2024,
First Uranium Resources Ltd. acquired all of the issued and outstanding common shares of Reefton Goldfields
Inc. (“Reefton”) and subsequently changed its name to Rua Gold Inc. This transaction resulted in a reverse takeover
whereby Reefton was considered to be the continuing entity for accounting purposes.

The principal considerations for our determination that the reverse takeover transaction is a key audit matter
are that the transaction requires management to exercise judgement to determine the appropriate accounting
treatment, including whether the acquisition should be accounted for as an asset acquisition or business combination,
whether there was a change of control, assessing the fair value of consideration provided, and estimating the fair value
of net assets acquired. These factors in turn led to a high degree of auditor judgment, subjectivity, and effort in
performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. Our audit procedures included, among others:

 Obtaining an understanding of the transaction, including management’s assessment of whether the
transaction constituted an asset acquisition or business combination;
 Ensuring the transaction constitutes a reverse acquisition as defined by IFRS;
 Evaluating management’s calculation of the fair value of the net assets acquired in accordance with the
Company’s accounting policies;
 Completing audit procedures on opening balance accounts, including cut-off procedures as at the transaction
date; and
 Assessing the adequacy of the related disclosures to the consolidated financial statements.
Asset Acquisition of Reefton Resources Pty Limited “RRL”

As disclosed in Notes 1 and 6 to the consolidated financial statements, during the year ended December 31, 2024, the
Company acquired all of the issued and outstanding common shares of RRL. The acquisition of RRL has been
accounted for as an asset acquisition.

The principal considerations for our determination that the accounting for the acquisition is a key audit matter
are that the transaction requires management to exercise judgement to determine the appropriate accounting
treatment, including whether the acquisition should be accounted for as an asset acquisition or business combination,
assessing the fair value of consideration provided, and estimating the fair value of net assets acquired. These factors
in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit
evidence relating to the judgments made by management in their assessment.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. Our audit procedures included, among others:

 Obtaining an understanding of the transaction, including management’s assessment of whether the
transaction constituted an asset acquisition or business combination;
 Reviewing the share purchase agreement to understand key terms and conditions;
 Agreeing the consideration to supporting documentation;
 Evaluating management’s calculation of the fair value of the net assets acquired in accordance with the
Company’s accounting policies;
 Completing audit procedures on opening balance accounts, including cut-off procedures as at the transaction
date; and
 Assessing the adequacy of the related disclosures to the consolidated financial statements.
Other Information

Management is responsible for the other information. The other information comprises the Management Discussion
and Analysis. Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s
financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
Canadian generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
 Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current year ended and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Melyssa Charlton.

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC
April 16, 2025

RUA GOLD INC.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)


2

Notes December 31, 2025 December 31, 2024

Assets

Current assets
Cash and cash equivalents $ 8,544,475 $ 1,206,463
GST receivables 222,566 189,402
Prepaid expenses 355,776 761,095
Investment 8 1,401,504 944,545
10,524,321 3,101,505

Reclamation bonds 11 347,204 306,470
Property and equipment 9 639,192 105,534
Total assets $ 11,510,717 $ 3,513,509

Liabilities

Current liabilities
Accounts payable and accrued liabilities $ 1,427,977 $ 1,264,076
Lease liabilities 10(b) 173,578 -
1,601,555 1,264,076

Lease liabilities 10(b) 356,503 -
Total liabilities 1,958,058 1,264,076

Shareholders’ equity
Share capital 12 56,388,473 37,404,239
Reserves 12 3,133,764 1,446,974
Accumulated other comprehensive loss (86,292) (76,394)
Deficit (49,883,286) (36,525,386)
Total shareholders’ equity 9,552,659 2,249,433
Total liabilities and shareholders’ equity $ 11,510,717 $ 3,513,509

Nature and continuance of operations (Note 1)
Subsequent events (Note 12, 17)





These consolidated financial statements were approved for issuance on February 25, 2026 by the Board of Directors by:

“Tyron Breytenbach” "Robert Eckford”
Director Director







- The accompanying notes form an integral part of these consolidated financial statements -

RUA GOLD INC.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)


3

Year ended December 31,
Notes 2025 2024
Operating expenses

Exploration and evaluation 11 $ 9,284,554 $ 19,258,544
Marketing expense 1,527,230 2,054,611
Share-based payments 12 1,649,633 649,222
Salaries and wages 906,111 361,352
Transaction costs - 259,932
Professional fees 385,325 268,756
Office and administration 80,081 79,942
Regulatory and filing 91,584 64,187
Depreciation 9 85,286 37,014
(14,009,804) (23,033,560)

Listing expense 5 - (1,275,041)
Change in fair value of investment 8 456,959 (1,333,258)
Interest income 202,919 71,866
Other (expense)/income (7,974) 13,518
Net loss for the year (13,357,900) (25,556,475)

Other comprehensive loss
Items that may be reclassified subsequently to profit or loss:
Currency translation adjustment (9,898) (84,110)
Net loss and comprehensive loss $ (13,367,798) $ (25,640,585)

Weighted average shares outstanding – basic and diluted 72,333,203 33,887,609
Basic and diluted loss per share $ (0.18) $ (0.75)












- The accompanying notes form an integral part of these consolidated financial statements -

RUA GOLD INC.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)


4

Year ended December 31,
Notes 2025 2024


Operating activities
Net loss for the year $ (13,357,900) $ (25,556,475)
Adjustments for:
Acquisition of Reefton Resources 6 .. - 15,187,176
Change in value of investments 8 ... (456,959) 1,333,258
Listing expense 5 ... - 1,275,041
Share-based payments 12 .... 1,649,633 649,222
Depreciation 9..... 85,286 37,014
Interest expense on lease liabilities 10(b). 7,330 -

Changes in non-cash working capital items:
GST receivables (33,164) 10,151
Prepaid expenses 405,319 (314,590)
Accounts payable and accrued liabilities 163,901 479,996
Net cash used in operating activities (11,536,554) (6,899,207)

Investing activities
Cash acquired from Transaction 5 - 5,611,189
Cash acquired on Reefton Transaction 6 - 1,739
Purchase of investments pursuant to Reefton Transaction 6 - (1,834,380)
Purchase of investments 8 - (443,423)
Promissory note issued to Siren 6 - (932,510)
Purchase of Reefton Resources 6 - (1,278,752)
Transaction costs of Reefton Transaction 6 - (735,882)
Purchase of equipment 9 (61,984) (45,717)
Reclamation bond 11 (47,346) (24,195)
Net cash provided by (used in) investing activities (109,330) 318,069

Financing activities
Proceeds from the June 2025 Offering 7 13,800,115 -
Proceeds from the February 2025 Offering 7 5,750,046 -
Proceeds from the July 2024 Offering 7 - 8,000,100
Share issuance costs 7 (1,577,366) (845,173)
Proceeds from exercise of warrants 12 1,048,596 -
Proceeds from the Loan 5 - 500,000
Payment of lease liabilities 10(b) (35,781) -
Net cash provided by financing activities 18,985,610 7,654,927

Net change in cash and cash equivalents in the year 7,339,726 1,073,789

Change in foreign exchange – cash and cash equivalents (1,714) (75,059)
Cash and cash equivalents, beginning of year 1,206,463 207,733
Cash and cash equivalents, end of year $ 8,544,475 $ 1,206,463

- The accompanying notes form an integral part of these consolidated financial statements -

RUA GOLD INC.
Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in Canadian dollars, except for number of shares)



5







- The accompanying notes form an integral part of these consolidated financial statements -



Share capital

Shares Amount Reserves
Accumulated
other
comprehensive
(loss) income Deficit
Total
shareholders’
equity

Balance, December 31, 2023 13,521,098 $ 9,778,587 $ 403,400 $ 7,716 $ (10,968,911) $ (779,208)
Shares issued in Transaction (Note 5) 18,742,812 8,112,659 - - - 8,112,659
Share purchase warrants issued in Transaction (Note 5) - - 163,311 - - 163,311
Shares issued for the Offering (Note 7) 7,407,500 8,000,100 - - - 8,000,100
Share issuance costs (Note 7) - (1,076,214) 231,041 - - (845,173)
Shares issued in Reefton Transaction (Note 6) 13,987,900 12,589,107 - - - 12,589,107
Share-based payments (Note 12) - - 649,222 - - 649,222
Foreign currency translation adjustment - - - (84,110) - (84,110)
Net loss for the year - - - - (25,556,475) (25,556,475)
Balance, December 31, 2024 53,659,310 $ 37,404,239 $ 1,446,974 $ (76,394) $ (36,525,386) $ 2,249,433

Shares issued in February 2025 Offering (Note 7) 9,583,410 5,750,046 - - - 5,750,046
Shares issued in June 2025 Offering (Note 7) 19,714,450 13,800,115 - - - 13,800,115
Share issuance costs (Note 7) - (2,142,238) 564,872 - - (1,577,366)
Shares issued on exercise of warrants (Note 12) 1,446,497 1,576,311 (527,715) - - 1,048,596
Share-based payments (Note 12) - - 1,649,633 - - 1,649,633
Foreign currency translation adjustment - - - (9,898) - (9,898)
Net loss for the year - - - - (13,357,900) (13,357,900)
Balance, December 31, 2025 84,403,667 $ 56,388,473 $ 3,133,764 $ (86,292) $ (49,883,286) $ 9,552,659

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


6
1. Nature and continuance of operations
Rua Gold Inc. (the “Company” or “Rua Gold”) was incorporated under the Business Corporations Act of British Columbia on
December 14, 2016. The address of its registered head office is 1500 - 1055 West Georgia Street, Vancouver, BC, V6E 4N7.
The Company is in the process of exploring its resource properties in New Zealand and has not determined whether these
properties contain mineral reserves which are economically recoverable. The recoverability of amounts shown for exploration
and evaluation expenditures is dependent upon the discovery of economically recoverable reserves, the ability of the Company
to obtain necessary financing to complete the development and future profitable production from the property or proceeds
from its disposition.
Rua Gold’s common shares trade on the Toronto Stock Exchange (“TSX”) under the symbol “RUA”, on the New Zealand Stock
Exchange (“NZX”) under the symbol “RGI” and on the OTCQB under the symbol “NZAUF”.
Effective December 6, 2024, the Company’s common shares were consolidated on the basis of six pre-consolidation common
shares for every one post-consolidation common share. This share consolidation has been reflected retrospectively in these
consolidated financial statements.
Reverse Takeover Transaction
On February 27, 2024, First Uranium Resources Ltd. (“First Uranium”) completed a definitive agreement (the “Business
Combination Agreement”) with Reefton Goldfields Inc. (“Reefton”), pursuant to which First Uranium acquired all of the issued
and outstanding shares of Reefton (the “Transaction”), carried out by way of a three-cornered amalgamation. Concurrent with
the closing of the Transaction, First Uranium changed its name to “Rua Gold Inc.” (Note 5).
The Transaction constituted a reverse acquisition for accounting purposes whereby Reefton is treated as the accounting
acquirer, and the Company is treated as the accounting acquiree. As Reefton was deemed to be the acquirer for accounting
purposes, its assets, liabilities and operations since incorporation are included in these consolidated financial statements as
their historical carrying values. First Uranium’s results of operations are included from the transaction date. The comparative
figures are those of Reefton prior to the Transaction, other than common shares, which have been retrospectively adjusted to
reflect those of the Company.
In connection with the closing of the Transaction, the Company changed its financial year-end to December 31, being the same
year-end as that of Reefton.
Asset Acquisition
On November 25, 2024, the Company acquired all of the issued and outstanding common shares of Reefton Resources Pty
Limited, a wholly owned subsidiary of Siren Gold Ltd. (“Siren”) with tenements located adjacent to the Company’s properties
in New Zealand. The acquisition of Reefton Resources Pty Limited was accounted for as an asset acquisition (Note 6).
Going concern
These consolidated financial statements have been prepared on the basis of accounting principles applicable to going concern,
which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business
for the foreseeable future.
During the year ended December 31, 2025, the Company recorded a loss of $13,357,900 (December 31, 2024 – $25,556,475).
The Company has not yet achieved profitable operations and has a deficit of $49,883,286 (December 31, 2024 – $36,525,386)
since its inception. The Company expects to incur further losses in the development of its business. The Company is subject
to risks and challenges impacting its operations including, but not limited to, the ability to secure adequate financing to meet
expenditure requirements including maintenance costs on its exploration and evaluation assets, and to successfully satisfy its
commitments and continue as a going concern. The Company is dependent on equity and debt financings to fund its
operations. There is no assurance that the Company will be able to obtain adequate financing in the future or that such

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


7
financing will be on terms advantageous to the Company. These circumstances comprise a material uncertainty which may
cast significant doubt about the Company’s ability to continue as a going concern. These consolidated financial statements for
the year ended December 31, 2025 do not reflect the adjustments to the carrying values of assets and liabilities and the
reported expenses and statement of financial position classifications that would be necessary should the going concern
assumption be inappropriate, and such adjustments could be material.

2. Basis of preparation
a. Statement of compliance
These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the
International Accounting Standards Board (“IASB”) effective for the year ended December 31, 2025.
b. Basis of measurement
These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments
measured at fair values and cash flow information.
c. Basis of consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries which it
controls. The wholly owned subsidiaries of the Company and their geographic locations as at December 31, 2025 are:

Company Location
Reefton Acquisition Corp (formerly, Reefton Goldfields Inc.) (“RAC”) Canada
Reefton Gold Limited (“RGL”) New Zealand
Reefton Resources Pty Limited (“RRL”) New Zealand
Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity
so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date
control is obtained until the date control ceases. All intercompany transactions and balances have been eliminated.
d. Basis of presentation
These consolidated financial statements are presented in Canadian dollars. Items included in the consolidated financial
statements of the Company are measured using the currency of the primary economic environment in which the entity
operates. The functional currency of the Company and RAC is the Canadian dollar (“CAD”) and the functional currency of RGL
and RRL is the New Zealand dollar (“NZD”).

3. Material accounting policy information
a. Foreign currencies
Transactions in currencies other than the Company and its subsidiaries’ functional currencies are recorded at the rates of
exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities
denominated in foreign currencies are re-measured at the rate of exchange at the financial position date. Non-monetary assets
and liabilities are translated at their historical rates. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in profit or loss.

On translation of the entities whose functional currency is not the Canadian dollar, expenses are translated at the exchange
rate approximating those in effect on the date of the transactions. Assets and liabilities are translated at the rate of exchange
at the reporting date and equity is translated at historical rates. Exchange gains and losses, including results of re-translation,

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


8
are recorded as a cumulative translation adjustment in other comprehensive income. In the event of loss of control or sale of
the subsidiary, accumulated gains or losses will be reclassified to income or loss.
b. Cash and cash equivalents
Cash and cash equivalents may include cash on hand, demand deposits and short-term highly liquid investments that are
readily convertible into known amounts of cash, with maturities of 90 days or less when acquired.
c. Property and Equipment
Equipment is carried at cost, less accumulated depreciation and impairment losses. Cost consists of the purchase price, any
costs directly attributable to bringing the asset to the location and condition necessary for its intended use, and initial estimate
of the costs of dismantling and removing the item.

Equipment is depreciated over its estimated useful life using the declining balance method using the following rates:
• Vehicles 30%
• Computer software and hardware 50%
• Exploration equipment 50%
• Office equipment 13%

Management reviews and evaluates the useful lives and residual values of items of plant and equipment, and adjusts if
appropriate, at the end of each reporting period. The carrying amount of an item of property and equipment is written down
immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable amount.
d. Exploration and evaluation expenditures
Exploration and pre-extraction expenditures, including costs incurred to acquire exploration properties, are expensed as
incurred until such time as technical feasibility and commercial viability of the mineral properties is demonstratable, after
which subsequent expenditures related to development activities for that particular project are capitalized as incurred.

The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination
of factors, such as but not limited to: the extent to which mineral reserves or mineral resources have been identified through a
feasibility study or similar level document; the results of optimization studies and further technical evaluation carried out to
mitigate project risks identified in the feasibility study; the status of environmental permits, and the status of mining leases or
permits.

All costs relating to the construction, installation, or completion of a mine that are incurred subsequent to the exploration and
evaluation stage are capitalized to mineral property. Development expenditure is net of proceeds from the sale of ore extracted
during the development phase.
e. Impairment of non-financial assets
The Company’s non-financial assets are tested for impairment if facts or circumstances indicate that impairment exists. For
the purposes of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or
groups of assets (the cash generating units or “CGUs”).

If an indicator of impairment exists, the recoverable amount of the asset (or CGU) is estimated in order to determine the extent
of impairment, if any. The recoverable amount is the higher of fair value less costs to sell and the value in use. Fair value is
determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between
knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


9
to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset
that does not generate independent cash flows, the recoverable amount is determined for the cash generating unit to which
the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised
estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been
determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss
is recognized immediately in profit or loss.
f. Provision for decommissioning and restoration
The Company recognizes provisions for statutory, contractual, constructive or legal obligations associated with the
reclamation of exploration and evaluation assets in the year in which it is probable that an outflow of resources will be required
to settle the obligation and when a reliable estimate of the amount can be made. Initially, a provision for a decommissioning
liability is recognized based on expected cash flows required to settle the obligation and discounted at a pre-tax rate specific
to the liability.

The capitalized amount is depreciated on the same basis as the related asset. Following the initial recognition of the
decommissioning liability, the carrying amount of the liability is increased for the passage of time and adjusted for changes to
the current market-based discount rate and the amount or timing of the underlying cash flows needed to settle the obligation.
The increase in the provision due to passage of time is recognized as interest expense. Significant judgments and estimates are
involved in forming expectations of the amounts and timing of future closure and reclamation cash flows.

As at December 31, 2025 and 2024, the Company has no known restoration, rehabilitation or environmental liabilities related
to its exploration and evaluation assets. The Company has issued reclamation bonds for $347,204 (NZD $440,000) (2024 -
$360,470 (NZD $380,000)) in relation to the access arrangement the Company (Note 11).
g. Income taxes
Current income taxes

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or
paid to the tax authorities. The tax rates and tax laws are used to compute the amount are those that are enacted or
subsequently enacted, at the reporting date, in the countries where the Company operates and generates taxable income.
Current income taxes relating to items recognized directly in other comprehensive income or equity is recognized in other
comprehensive income or equity and not in profit or loss. Management periodically evaluates the positions taken in the tax
returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.

Deferred income taxes

Deferred income tax is provided using the asset and liability method on temporary differences at the reporting date between
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each period and recognized only to the extent that
it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax assets to be utilized.

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


10
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset
is realized or the liability is settled, based on tax rates (and tax laws) enacted or substantively enacted at the end of each
reporting period.

Deferred income tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax liabilities and asset
and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and asset on a net basis or their tax assets and liabilities will be realized simultaneously.
h. Share capital
The Company records proceeds from share issuances net of issuance costs and any tax effects in shareholders’ equity
(deficiency). Shares issued for consideration other than cash are valued based on their market value at the date the shares
were granted. The Company has adopted a residual value method with respect to the measurement of shares and warrants
issued as private placement units. The residual value method first allocates the value to the more easily measurable
component based on fair value and then the residual value, if any, to the less measurable component. The Company considers
the fair value of common shares issued in a unit private placement to be the more easily measurable component. The balance,
if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.
i. Basic and diluted loss per share
The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by
dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares
outstanding during the periods presented. Diluted loss per share is computed similarly to basic loss per share except that the
weighted average shares outstanding are increased to include additional shares for the assumed exercise of warrants, if
dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were
exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during
the reporting period. Diluted loss per share excludes all dilutive potential equity instruments if their effect is anti-dilutive.
j. Share-based payments
Share-based payments granted to directors, employees and consultants are measured at the fair value of the instruments
issued and amortized over the relevant vesting periods. The fair value of options is determined using a Black-Scholes Option
Pricing Model. The fair value of deferred share units (“DSUs”) is determined using the fair value of the equity instruments at the
grant date. The number of options and DSUs expected to vest is reviewed and adjusted at the end of each reporting period such
that the amount recognized for services received as consideration for the equity instruments granted shall be based on the
number of equity instruments that eventually vest. The fair value of awards are charged to the statement of loss and
comprehensive loss and credited to reserves within shareholders’ equity (deficiency). Where the terms of an equity-settled
award are modified, as a minimum an expense is recognized as if the terms had not been modified over the original vesting
period. In addition, an expense is recognized for any modification which increases the total fair value of the share-based
payment arrangement as measured at the date of modification, over the remainder of the vesting period.

Fair value of share-based payments for non-employees is recognized and measured at the date the goods or services are
received based on the fair value of the goods or services received. If it is determined that the fair value of goods and services
received cannot be reliably measured, the share-based payment is measured at the fair value of the equity instruments issued
using the Black-Scholes Option Pricing Model.
k. Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the
instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired, or have been
transferred, and the Company has transferred substantially all risks and rewards of ownership. A financial liability is
derecognized when the obligation under the liability is discharged, cancelled, or expires.

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


11
Financial assets and liabilities are offset, and the net amount is reported on the statement of financial position, when there is
a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset
and settle the liability simultaneously.

At initial recognition, all financial assets and liabilities are recorded at fair value, net of attributable transaction costs, except
for financial assets and liabilities classified as fair value through profit or loss. Transaction costs of financial assets and
liabilities classified as FVTPL are expensed in the period in which they are incurred. Subsequent measurement of financial
assets and liabilities depends on the classifications of such assets and liabilities.

Classification of Financial Assets

Amortized cost

Financial assets that meet the following conditions are measured at amortized cost:
• The financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

Financial assets carried at amortized cost are initially recognized at fair value, plus or minus transaction costs, respectively,
and subsequently carried at amortized cost less any impairment. The Company holds its cash and cash equivalents and its
reclamation bonds at amortized cost.

Fair value through other comprehensive income (“FVTOCI”)

Financial assets that meet the following conditions are measured at FVTOCI:
• The financial asset is held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets; and
• The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

The Company does not hold any financial assets classified as FVTOCI.

Fair value through profit or loss (“FVTPL”)

The Company, at initial recognition, may also irrevocably designate a financial asset as measured at FVTPL if doing so
eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring
assets or liabilities or recognizing the gains and losses on them on different bases.

Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or
losses recognized in profit or loss to the extent they are not part of a designated hedging relationship.

The Company holds its investment at FVTPL.

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


12
Impairment

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit
losses. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the
lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases,
the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the
investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the
impairment not been recognized.

Classification of Financial Liabilities

Financial liabilities are designated as either: (i) FVTPL; or (ii) amortized cost. All financial liabilities are classified and
subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by
which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in
value are recorded. The Company’s accounts payable and accrued liabilities and promissory note payable are classified as
other financial liabilities and carried on the statement of financial position at amortized cost.
l. Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in making financial and operating decisions. Parties are also considered to be related
if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to
be a related party transaction when there is a transfer of resources or obligations between related parties.
m. Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The
Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially
all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the
asset.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or
the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for
certain remeasurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date
discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate.
The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included
in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be
payable at the end of the lease term.

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of
twelve months or less. The lease payments associated with these leases are charged directly to profit or loss on a straight-line
basis over the lease term.
n. New accounting policies
Certain pronouncements have been issued by the IASB that are effective for accounting periods beginning on January 1, 2025.
The Company has reviewed the updates and determined that the updates are not applicable to or consequential to the

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


13
Company’s consolidated financial statements and have been excluded from discussion within these material accounting
policies.
o. Standards issued but not yet effective
IFRS 18 – Presentation and Disclosure in Financial Statements (“IFRS 18”)

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 will apply for reporting
periods beginning on or after January 1, 2027 and also applies to comparative information. IFRS 18 will replace IAS 1; many of
the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement
of items in the financial statements, but it may change what an entity reports as its ‘operating profit or loss’. Key new concepts
introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) required disclosures in the financial
statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is,
management-defined performance measures); and (iii) enhanced principles on aggregation and disaggregation which apply to
the primary financial statements and notes in general. The Company is currently assessing the effects of IFRS 18 on the
financial statements.

IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to
IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial
Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the
recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling
financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics
of financial assets in determining whether they meet the ‘solely payments of principal and interest’ criterion, including financial
assets that have environmental, social and corporate governance (“ESG”)-linked features and other similar contingent
features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly
to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other
comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026 with early
application permitted. The Company is currently assessing the effect of these amendments on the financial statements.

The Company has not early adopted any new accounting standard, interpretation or amendment that has been issued but is
not yet effective.

4. Significant accounting estimates and judgements
The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, and disclosures of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience
and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates.
Critical accounting judgements
Judgments made in applying accounting policies that have the most significant effect on the amounts recognized in these
consolidated financial statements are as follows:

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


14
a. Functional currency
The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21,
The Effects of Changes in Foreign Exchange Rates. The functional currency for the Company is the currency of the primary
economic environment in which the entity operates. Determination of functional currency may involve certain judgments to
determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a
change in events and conditions which determined the primary economic environment.
b. Title to exploration and evaluation assets
Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not
guarantee the Company’s title or interest therein. Such properties may be subject to prior agreements or transfers and title may
be affected by undetected defects.
c. Transactions
Judgment is used when determining whether an acquisition is a business combination or an asset acquisition. There are
judgements in measuring the fair value of equity instruments issued as consideration and in allocating the fair value of
consideration paid to the assets acquired and liabilities assumed.
d. Going concern
The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing
operating expenditures, meet its liabilities for the ensuing year, involves significant judgment based on historical experience
and other factors, including expectation of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates
Estimates made in applying accounting policies that have the most significant effect on the amounts recognized in these
consolidated financial statements are as follows:
a. Valuation of share purchase warrants and share options
In calculating the fair value of share purchase warrants and share options issued, management determines the most
appropriate valuation model, which is dependent on the terms and conditions of the grant. The inputs used in the model require
estimates related to the Company’s current share price, share price volatility, dividend yield and the expected life of the equity
instrument. To the extent that these estimates are not correct, the value of the instruments within equity may differ.
b. Deferred income tax
The Company recognizes deferred tax assets to the extent their recovery is probable. Assessing the recoverability of deferred
tax assets requires management to make significant estimates of future taxable profit against which deductible temporary
differences and the carry-forward of unused tax credits and unused tax losses can be utilized. In addition, changes in tax laws
could limit the ability of the Company to obtain tax deductions in future periods.
5. Reverse Takeover Transaction
During the year ended December 31, 2024, in accordance with the terms and conditions of the Business Combination
Agreement, the Transaction was completed by way of a three-cornered amalgamation, whereby, among other things: (i)
1424060 B.C. Ltd., a wholly-owned subsidiary of First Uranium incorporated for the purpose of effecting the Transaction,
amalgamated with Reefton to form an amalgamated company (“Amalco”); (ii) holders of common shares in the capital of
Reefton received 1.6 common shares in the capital of First Uranium for each share held in Reefton (the “Exchange Ratio”) and
Reefton’s shares were cancelled; (iii) First Uranium share purchase warrants were issued to the holders of Reefton’s share
purchase warrants in accordance with the Exchange Ratio, and Reefton’s warrants were cancelled; (iv) Amalco became a
wholly owned subsidiary of First Uranium; and (v) First Uranium changed its name to “Rua Gold Inc.”

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


15
In connection with the Transaction, First Uranium entered into a term sheet to extend to Reefton a non-revolving secured loan
credit facility of up to $805,000 (the “Loan”) to fund exploration programs on the Reefton project and for general corporate and
working capital purposes, which was drawn in full during the year ended December 31, 2023. On February 16, 2024, the Loan
was amended and restated to allow for an additional $500,000 drawdown, which was received in full prior to the closing of the
Transaction. The total principal amount outstanding of $1,305,000 and all interest accrued thereon was waived in its entirety
upon completion of the Transaction.
Upon closing the Transaction, First Uranium issued 18,742,812 common shares to Reefton’s shareholders. The First Uranium
warrant holders retained 1,551,646 share purchase warrants on the Transaction, which were valued at $163,311. The fair value
of the warrants was determined using the Black Scholes Option Pricing Model (Note 12) and First Uranium cancelled all 66,667
of its issued and outstanding stock options.
The Transaction was accounted for in accordance with guidance provided in IFRS 2 - Share-Based Payments, as First Uranium
did not qualify as a business according to the definition of IFRS 3 – Business Combinations. Accordingly, the Transaction was
accounted for as the purchase of First Uranium’s net assets by Reefton.
The consideration was measured at the fair value of the shares that Reefton would have had to issue to shareholders of the
Company to give the shareholders of the Company the same percentage equity interest in the combined entity that results from
the Transaction has it taken the legal form of Reefton acquiring the Company.
The aggregate fair value of the consideration paid, less the net assets acquired has been recognized as a listing expense in the
statements of loss and comprehensive loss.
The following table shows the consideration and allocation of the purchase price to the identifiable assets and liabilities based
on their estimated fair values at the date of the Transaction:

Purchase Price
Fair value of common shares issued (Note 11) $ 8,112,659
Fair value of share purchase warrants retained (Note 11) 163,311
Total consideration 8,275,970
Cash 5,611,189
GST receivables 87,358
Prepaid expenses 271,189
The Loan 1,305,000
Accounts payable and accrued liabilities (273,807)
Net assets acquired 7,000,929
Listing expense $ 1,275,041
6. Share Purchase Agreement
On November 25, 2024, the Company completed an acquisition pursuance to a definitive share purchase agreement (the
“Agreement”), whereby the Company acquired 100% of the issued and outstanding shares of RRL, a wholly owned subsidiary
of Siren with tenements located adjacent to the Company’s suite of properties in New Zealand’s prolific Reefton Goldfield (the
“Reefton Transaction”). As consideration for the acquisition of RRL, the Company:
• paid an aggregate of AUD$2,000,000 (subject to a working capital adjustment) to Siren, of which (i) AUD$1,000,000
($932,510) was paid by the Company upon entering into the Agreement in the form of a forgivable loan; (ii)
AUD$1,346,234 ($1,234,752) at the completion of the Reefton Transaction (the “Closing Date”); and (iii) AUD$48,819
($44,000) subsequent to the completion of the Reefton Transaction as a working capital adjustment.
• paid AUD$2,000,000 ($1,834,380) in cash in exchange for 10,000,000 common shares of Siren; and
• on the Closing Date, issued 13,987,900 common shares in the capital of the Company to Siren, having an aggregate
value of $12,589,107 (the “Consideration Shares”).

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


16
During the year ended December 31, 2024, the Company incurred $735,882 in transaction costs relating to the Reefton
Transaction which were included in the total consideration calculation.
The Transaction was accounted for in accordance with guidance provided in IFRS 2 - Share-Based Payments, as RRL did not
qualify as a business according to the definition of IFRS 3 – Business Combinations. Accordingly, the Reefton Transaction was
accounted for as the purchase of RRL net assets by the Company. Following the closing of the Reefton Transaction, RRL
became a wholly owned subsidiary of the Company. There was no change of control of the Company as a result of the Reefton
Transaction.
The following table shows the consideration and allocation of the purchase price to the identifiable assets and liabilities based
on their estimated fair values at the date of the Reefton Transaction:
Purchase Price
Fair value of common shares issued (Note 11) $ 12,589,107
Promissory note issued 932,510
Cash consideration paid 1,278,752
Transaction costs 735,882
Total consideration 15,536,251
Cash 1,739
Receivables 25,684
Prepaid expenses 85,102
Reclamation bonds (Note 10) 204,450
Equipment (Note 9) 52,031
Exploration and evaluation assets expensed (Note 10) 15,187,176
Accounts payable and accrued liabilities (19,931)
Net assets acquired $ 15,536,251
7. Financing
July 2024
On July 25, 2024, the Company closed a public offering consisting of 7,407,500 common shares of the Company at a price of
$1.08 per common share for aggregate gross proceeds of $8,000,100 (the “July 2024 Offering”).
In consideration for services rendered in connection with the July 2024 Offering, the Company paid the Agents an aggregate
cash fee of $402,000 and issued to the Agents an aggregate of 413,895 warrants. Each warrant is exercisable to acquire one
common share at the exercise price of $1.08 per common share for a period of 24 months following the closing of the July 2024
Offering. The Company incurred $845,173 in cash financing costs relating to the July 2024 Offering.
February 2025
On February 20, 2025, the Company closed a public offering consisting of 9,583,410 common shares of the Company at a price
of $0.60 per common share for aggregate gross proceeds of $5,750,046 (the “February 2025 Offering”).
In consideration for services rendered in connection with the February 2025 Offering, the Company paid the Agents an
aggregate cash fee of $269,999 and issued to the Agents an aggregate of 575,004 warrants. Each warrant is exercisable to
acquire one common share at the exercise price of $0.60 per common share for a period of 24 months following the closing of
the February 2025 Offering. The Company incurred $489,271 in cash financing costs relating to the February 2025 Offering.
June 2025
On June 26, 2025, the Company closed a public offering and a private placement consisting of 19,714,450 common shares of
the Company at a price of $0.70 per common share for aggregate gross proceeds of $13,800,115 (the “June 2025 Offering”).
In consideration for services rendered in connection with the June 2025 Offering, the Company paid the Agents an aggregate
cash fee of $446,651 and issued to the Agents an aggregate of 638,073 warrants. The Company also paid an advisory service

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


17
fee of $340,000 and issued 485,000 warrants to a financial advisor. Each warrant is exercisable to acquire one common share
at the exercise price of $0.70 per common share for a period of 24 months following the closing of the June 2025 Offering. The
Company incurred $1,088,095 in cash financing costs relating to the June 2025 Offering.
During the year ended December 31, 2025, the Company incurred $1,577,366 (December 31, 2024 - $845,173) in cash financing
costs and $564,872 (December 31, 2024 – $231,041) in non-cash financing costs.
8. Investment
Units $
Balance, December 31, 2023 - -
Siren shares purchased 6,300,000 443,423
Siren shares purchased pursuant to the Reefton Transaction (Note 6) 10,000,000 1,834,380
Change in fair value of investments - (1,333,258)
Balance, December 31, 2024 16,300,000 $ 944,545
Change in the fair value of investments - 456,959
Balance, December 31, 2025 16,300,000 $ 1,401,504
9. Property and equipment

Office and
equipment
Exploration
equipment Vehicles Total
Cost
Balance, December 31, 2023 30,628 142,414 17,293 190,335
Additions 1,210 24,863 19,644 45,717
Assets acquired on Reefton
Transaction (Note 6) 4,080 24,474 23,477 52,031
Currency translation (1,168) (6,520) (1,597) (9,285)
Balance, December 31, 2024 $ 34,750 $ 185,231 $ 58,817 $ 278,798
Additions 10,324 51,660 - 61,984
Right-of-use assets recognized
(Note 10(a)) 565,392 - - 565,392
Currency translation (8,729) (4,700) (1,269) (14,698)
Balance, December 31, 2025 $ 601,737 $ 232,191 $ 57,548 $ 891,476

Accumulated depreciation
Balance, December 31, 2023 23,090 105,829 13,370 142,289
Depreciation 4,461 25,810 6,743 37,014
Currency translation (941) (4,448) (650) (6,039)
Balance, December 31, 2024 $ 26,610 $ 127,191 $ 19,463 $ 173,264
Depreciation 36,258 36,874 12,155 85,286
Currency translation (1,649) (3,838) (780) (6,266)
Balance, December 31, 2025 $ 61,219 $ 160,227 $ 30,837 $ 252,285

Net Book Value
December 31, 2024 $ 8,140 $ 58,040 $ 39,354 $ 105,534
December 31, 2025 $ 540,518 $ 71,964 $ 26,710 $ 639,192

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


18
10. Leases
(a) Right-of-use asset
December 31, 2025 December 31, 2024
Right-of-use asset recognized (Note 9) $ 565,392 $ -
Depreciation (31,929) -
Foreign exchange impact (6,757) -
Balance, December 31, 2025 $ 526,706 $ -
The right-of-use asset recognized by the Company is related to operations premises leases in New Zealand. The lease has a
three-year term without any renewal options. As of December 31, 2025, $526,706 of the right-of-use asset has been included
within plant and equipment (Note 9).
(b) Lease liabilities
December 31, 2025 December 31, 2024
Lease liabilities recognized $ 565,392 $ -
Interest on lease liabilities 7,330 -
Lease payments made (35,781) -
Foreign exchange impact (6,860) -
Balance, December 31, 2025 $ 530,081 $ -

Current portion 173,578
Non-current portion 356,503
Balance, December 31, 2025 $ 530,081 $ -
The undiscounted values of the lease liabilities as at December 31, 2025 was $590,247 (December 31, 2024 - $nil).
11. Exploration and evaluation expenditures





The Company’s exploration and evaluation expenditures are expensed as incurred. During the years ended December 31, 2025
and 2024, the Company incurred the following expenditures:

Year ended December 31,
2025 2024
Drilling 5,303,509 1,638,727
Salaries 1,327,334 818,453
Consultants 809,784 584,723
Field expenses 779,638 381,216
Office and administration 661,966 449,483
Permits 308,367 198,766
Studies 93,956 -
Exploration costs expensed pursuant to Reefton Acquisition (Note 6) - 15,187,176
$ 9,284,554 $ 19,258,544

The Company has paid reclamation deposits to New Zealand’s Department of Conservation as part of access arrangements
for $347,204 (NZD $440,000) (2024 - $306,470 (NZD $380,000)).
12. Share capital
(a) Authorized
The Company is authorized to issue an unlimited number of common shares without par value. As at December 31, 2025, the
Company has 84,403,667 (December 31, 2024 – 53,659,310) common shares outstanding.

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


19
(b) Issued and outstanding
On February 27, 2024, pursuant to the terms of the Transaction, the Company issued 18,742,812 common shares to former
shareholders of Reefton with a fair value of $8,112,659 (Note 5).
On July 25, 2024, pursuant to the Offering, the Company issued 7,407,500 common shares at a price of $1.08 per common
share for aggregate gross proceeds of $8,000,100 (Note 7).
On November 25, 2024, pursuant to the terms of the Reefton Transaction, the Company issued 13,987,900 common shares to
Siren with a fair value of $12,589,107 (Note 6).
On February 20, 2025, pursuant to the February 2025 Offering, the Company issued 9,583,410 common shares at a price of
$0.60 per common share for aggregate gross proceeds of $5,750,046 (Note 7).
On June 26, 2025, pursuant to the June 2025 Offering, the Company issued 19,714,450 common shares at a price of $0.70 per
common share for aggregate gross proceeds of $13,800,115 (Note 7).
During the year ended December 31, 2025, an aggregate of 1,446,497 common shares were issued pursuant to the exercise of
warrants with a weighted average exercise price of $0.72 per warrant for aggregate gross proceeds of $1,048,596.
(c) Escrowed shares
As part of the Transaction, certain directors of the Company entered into an Escrow Agreement with Computershare Investor
Services Inc. with respect of 4,105,438 common shares of the Company. Under the terms of the Escrow Agreement, 1/10 of the
escrowed common shares were released upon listing of the Company on the CSE on March 4, 2024, with subsequent 1/6
releases occurring 6, 12, 18, 24, 30, and 36 months thereafter. As at December 31, 2025, 1,847,448 (December 31, 2024 -
3,079,078) common shares were held in escrow.
(d) Share purchase warrants
Warrants outstanding
Weighted average
exercise price
Balance, December 31, 2023 1,413,333 $1.20
Granted pursuant to the Transaction (Note 5) 1,551,646 $1.55
Granted pursuant to the July 2024 Offering (Note 7) 413,895 $1.08
Expired (301,645) $3.00
Balance, December 31, 2024 3,077,229 $1.18
Granted pursuant to the February 2025 Offering (Note 7) 575,004 $0.60
Granted pursuant to the June 2025 Offering (Note 7) 1,123,073 $0.70
Expired (2,663,334) $1.20
Exercised (1,446,497) $0.72
Balance, December 31, 2025 665,475 $0.80
The following weighted average assumptions were used for a Black-Scholes valuation of the warrants granted during the year
ended December 31, 2025 and 2024:
2025 2024
Risk-free interest rate 2.83% 4.21%
Expected life 2.00 years 1.21 years
Annualized volatility 100.00% 100.00%
Dividend rate 0.00% 0.00%
Forfeiture rate 0.00% 0.00%

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


20
The following table summarizes information about the share purchase warrants as at December 31, 2025:

Exercise price
Number of warrants
outstanding Expiry date Remaining contractual life
$1.08 167,714 July 25, 2026 0.56 years
$0.70 497,761 June 26, 2027 1.48 years
665,475

Subsequent to December 31, 2025, 504,002 warrants with a weighted average exercise price of $0.70 were exercised.
(e) Share options
The Company has adopted a rolling stock option plan (the “Plan”) whereby the option to acquire up to 10% of the issued share
capital may be granted to eligible optionees from time to time. The Plan permits options granted to have a maximum term of
ten years, a vesting period determined by the directors, and the exercise price may not be less than the market price, as
prescribed by regulatory requirements. A summary of the changes in the share options is presented below:
Options outstanding
Weighted average
exercise price
Balance, December 31, 2023 - -
Granted 2,083,334 $0.73
Balance, December 31, 2024 2,083,334 $0.73
Granted 4,252,000 $0.66
Balance, December 31, 2025 6,335,334 $0.68

The following table summarizes information about the share options exercisable as at December 31, 2025:

Exercise Price
Number of options
outstanding
Number of options
exercisable Remaining contractual life
$0.60 1,666,667 555,554 3.17 years
$1.05 250,000 83,333 3.30 years
$1.50 166,667 55,555 3.32 years
$0.60 1,702,000 - 4.01 years
$0.66 2,250,000 - 4.49 years
$0.78 100,000 - 4.75 years
$1.02 200,000 - 4.81 years
6,335,334 694,442

The following weighted average assumptions were used for a Black-Scholes valuation of the options granted during the years
ended December 31, 2025 and 2024:

2025 2024
Risk-free interest rate 2.86% 3.63%
Expected life 5 years 5 years
Annualized volatility 100.00% 100.00%
Dividend rate 0.00% 0.00%
Forfeiture rate 0.00% 0.00%

Subsequent to December 31, 2025, the Company granted 1,375,000 share options with an exercise price of $1.43 per share
exercisable until January 28, 2031. Subsequent to December 31, 2025, 16,666 share options with an exercise price of $0.60
were exercised.

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


21
(f) Deferred share units
On April 17, 2024 and amended on July 24, 2024, the Company adopted a Deferred Share Unit (“DSU”) Plan to compensate
non-executive directors for their director fees and any other discretionary grants of DSUs by the Board of Directors. The number
of DSUs which may be reserved for issuance must be taken into consideration with the Company’s other share compensation
arrangements and those, in combination, shall not be greater than 10% of the number of shares outstanding. Each DSU is
redeemable only when the director has ceased to be a member of the Board of Directors. The vested units are settled with
common shares of the Company once redeemed.

A summary of the changes in the DSUs is presented below:

DSUs outstanding
Weighted average
grant price
Balance, December 31, 2023 - -
Granted 383,895 $1.06
Balance, December 31, 2024 383,895 $1.06
Granted 825,786 $0.71
Balance, December 31, 2025 1,209,681 $0.78

Subsequent to December 31, 2025, the Company granted 100,000 DSUs to directors of the Company.
13. Income taxes
The Company is subject to federal and provincial tax for the estimated assessable profit for the years ended December 31,
2025 and 2024. The Company had no assessable profit for the year. The difference between tax expense for the year and the
expected income taxes based on the statutory tax rates arises as follows:

December 31, 2025 December 31, 2024

Loss for the year $ (13,357,900) $ (25,556,475)
Statutory rates 27% 27% - 30%
Income tax recovery based on statutory rate (3,606,000) (7,092,000)
Change in statutory, foreign tax, foreign exchange rates and other (138,000) 1,000
Permanent differences 447,000 727,000
Asset acquisition - (438,000)
Adjustment to prior year tax provision (140,000) -
Change in unrecognized deductible temporary differences 3,437,000 6,802,000
Total income taxes $ - $ -

Deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which the
deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilized.

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


22
The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not
been included on the consolidated statement of financial position are as follows:

December 31, 2025 December 31, 2024

Equipment $ 435,000 $ 400,000
Share issuance costs 1,769,000 676,000
Investment 1,332,000 1,332,000
Mineral properties 858,000 858,000
Non-capital losses 42,431,000 29,978,000

As at December 31, 2025, the Company had $12,818,000 (2024 - $9,072,000) in unrecognized net deferred income tax assets
arising from the above. With the exception of Canadian tax losses of $7,890,000 (2024 – $8,606,000 ) expiring between 2041
and 2045, the remaining losses of $34,541,000 (2024 – $25,376,000) in New Zealand are without expiry.
14. Related party transactions
Year ended December 31,
2025 2024
Salaries and wages $ 1,150,158 $ 630,292
Professional fees 120,000 199,900
Share-options granted 1,102,050 448,803
DSUs granted 427,229 126,951
$ 2,799,438 $ 1,405,946
As at December 31, 2025, there was $489,080 (December 31, 2024 - $165,222) payable to a director of the Company included
in accounts payable and accrued liabilities. The amounts are unsecured, non-interest bearing and have no terms of repayment.
15. Financial instruments and risk management
Financial instruments
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the
relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are as follows:
• Level 1 – quoted market prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 – inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either
directly, such as prices, or indirectly (derived from prices).
• Level 3 – inputs are unobservable (supported by little or no market activity) such as non-corroborative indicative prices
for a particular instrument provided by a third party.
The fair value hierarchy level at which a fair value measurement is categorized is determined on the basis of the lowest level
input that is significant to the fair value measurement in its entirety.
As at December 31, 2025 and December 31, 2024, the Company carried its investment at FVTPL as a level 1 financial
instrument. The carrying values of the Company’s financial assets and liabilities carried at amortized cost, including cash and
cash equivalents, reclamation bonds, and accounts payable and accrued liabilities, approximate fair value due to their short
terms to maturity.

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


23
Risk management
The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the
Company’s financial instruments are summarized below:
(i) Credit risk
Credit risk is the risk that may arise on outstanding financial instruments should a counter party default on its
obligation. The Company’s primary exposure to credit risk is in its cash accounts and its promissory note receivable.
The Company’s cash and cash equivalent balances are held with large, credit worthy financial institutions and as
such, the risk of loss is considered to be low.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meetings its financial obligations as they fall due.
As at December 31, 2025, the Company’s financial liabilities consist of its accounts payable and accrued liabilities.
The Company manages liquidity risk by maintaining sufficient cash balances and adjusting its budget, forecasts and
expenditures accordingly. Liquidity requirements are managed based on expected cash flows to ensure that there is
sufficient capital in order to meet short-term obligations. As at December 31, 2025, the Company had a cash balance
of $8,544,475 (December 31, 2024 – $1,206,463) to cover its accounts payable and accrued liabilities of $1,427,977
(December 31, 2024 – $1,264,076). In order to maintain its current level of operations the Company may need to
secure additional financing (Note 1).
(iii) Market price risk
Market price risk is the risk that the fair value of the Company’s investment will fluctuate because of changes in the
market price. The Company’s ability to raise capital to fund exploration or development activities is also subject to
risks associated with fluctuations, amongst other things, in the market price of commodities, global financial markets
and investor sentiment. The Company closely monitors commodity prices and financial markets to determine the
appropriate course of action to be taken by the Company.
(iv) Currency risk
Foreign currency risk is the risk that the fair value or future cash flows on an exposure will fluctuate because of
changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange relates
primarily to those of the Company’s net assets denominated in NZD. A 10% change in the value of CAD relative to NZD
would not have a significant impact on these consolidated financial statements.
16. Segmented operations
The Company business consists of only one operating segment, being the exploration and evaluation of mineral properties in
New Zealand.
The Company’s geographic information for the year ended December 31, 2025 include total assets of $9,859,325 (December
31, 2024 – $2,277,807) in Canada and $1,651,392 (December 31, 2024 - $1,235,702) in New Zealand, and total losses of
$4,261,792 (December 31, 2024 – $6,429,548) in Canada and $9,106,005 (December 31, 2024 – $19,126,927) in New Zealand.
17. Subsequent events
Subsequent to December 31, 2025, the Company closed a private placement consisting of 30,000,654 common shares of the
Company at a price of $1.10 per common share for aggregate gross proceeds of $33,000,720 (the “January 2026 Offering”).
In consideration for services rendered in connection with the January 2026 Offering, the Company paid the Agents an aggregate
cash fee of $1,359,800 and issued to the Agents an aggregate of 1,236,182 warrants. The Company also paid an advisory service

RUA GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)


24
fee of $133,925 and issued 121,750 warrants to financial advisors. Each warrant is exercisable to acquire one common share
at the exercise price of $1.10 per common share for a period of 24 months following the closing of the January 2026 Offering.

---

Management’s Discussion & Analysis

For the years ended December 31, 2025 and 2024

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
2
This Management’s Discussion and Analysis (“MD&A”) of Rua Gold Inc. (the “Company” or “Rua Gold”)
is the responsibility of management and covers the years ended December 31, 2025 and 2024. The
MD&A takes into account information available up to, and is dated February 25, 2026 and should be read
in conjunction with the Company’s audited consolidated financial statements and related notes for the
years ended December 31, 2025 and 2024 (the “Annual Financial Statements”). The Annual Financial
Statements have been prepared in accordance with IFRS® Accounting Standards as Issued by the
International Accounting Standards Board (“IASB”). The reporting currency of the Company is the
Canadian Dollar.

The Annual Financial Statements and additional documents are available on Rua Gold’s website at
www.ruagold.com and under the Company’s profile at www.sedarplus.ca.

Throughout this document the terms “we”, “us”, “our”, the “Company” and “Rua Gold” refer to Rua Gold
Inc. All financial information in this document is presented in Canadian Dollars unless otherwise
indicated. This document contains forward-looking statements. Please refer to “Note Regarding
Forward-Looking Statements” of this MD&A.

Rua Gold was incorporated under the Business Corporations Act of British Columbia on December 14,
2016. The address of its registered head office is 1500 - 1055 West Georgia Street, Vancouver, BC, V6E
4N7. Rua Gold’s common shares trade on the Toronto Stock Exchange (“TSX”) under the symbol “RUA”,
on the New Zealand Stock Exchange (“NZX”) under the symbol “RGI” and on the OTCQB under the
symbol “NZAUF”.

DESCRIPTION OF BUSINESS

Rua Gold is a gold exploration company with minerals permits on New Zealand’s South Island (the
“Reefton Project”) and North Island (the “Glamorgan Project”). The Company is led by a seasoned board
of directors and executive management team with a proven track record of creating shareholder value
through building gold mining companies, by both organic and non-organic growth.

Rua Gold’s strategy centers on advancing its two high-grade gold projects in New Zealand. The Company
aims to unlock value by investing in resource expansion, conducting exploratory drilling, identifying
greenfield opportunities, and pursuing accretive acquisitions. In November 2024, Rua Gold completed
its first acquisition in New Zealand, significantly enhancing the scale and potential of the Reefton
Project. Drilling is currently underway to explore the full potential of the Reefton Goldfield.

HIGHLIGHTS
• Strong support from new and existing shareholders throughout the past 12 months with over
70% of the shares outstanding held by management and insiders, institutions and high net worth
individuals.
o Completed a public offering and private place in January 2026 for aggregate gross
proceeds of $33,000,720 at a price of $1.10 per common share.
o Completed a public offering and private placement in June 2025, for aggregate gross
proceeds of $13,800,115 at a price of $0.70 per common share.
o Completed a public offering in February 2025, for aggregate gross proceeds of
$5,750,046 at a price of $0.60 per common share.

• Strengthened the Company’s access to capital markets
o Effective February 17, 2026, the Company’s common shares were up-listed for trading
on the TSX and were voluntarily delisted from the TSX Venture Exchange.
o Effective February 23, 2026, the Company’s common share were listed for trading on
the NZX.

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
3
• Reefton Project
o Strengthened management team with the appointment of Simon Delander, VP, Risk,
Stakeholder & Regulatory Affairs and Emmett D’Urso, VP, Exploration.
o Commencement of the drill campaign at the highly prospective Cumberland target with
initial results including:
 CUDDH001:
3m @ 6.3g/t Au, i ncluding 1m @ 16.2g/t Au
 CUDDH002:
14m @ 3.4g/t Au, i ncluding 1m @ 26.9g/t Au
o Continued high grade intercepts from the Auld Creek drill program including:
 ACDDH024: 12.0m @ 12.2g/t AuEq
1
(1.9g/t Au & 2.4% Sb)
 ACDDH025: 8.0m @ 13.2g/t AuEq
1
(2.2g/t Au & 2.2% Sb)
 ACDDH027: 9.0m @ 5.9g/t AuEq
1
(5.2g/t Au & 0.16% Sb)
 ACDDH028: 1.25m @ 48.3g/t AuEq
1
(13.3g/t Au & 8.1% Sb)
 ACDDH031: 2.1m @ 64.0g/t AuEq
1
(5.5g/t Au & 13.1% Sb)
 ACDDH032: 2.0m @ 1.4g/t Au
 ACDDH033: 4.2m @1.27g/t Au
 ACDDH035: 2.0m @ 1.99g/t Au
 ACDDH036: 6.0m @ 0.88g/t Au
 ACDDH037: 8.0m @ 8.9g/t AuEq
1
(6.2g/t Au & 0.6% Sb)
 ACDDH038: 3.5m @ 1.2g/t Au
 ACDDH039: 17.0m @ 9.8 AuEq
1
(3.6g/t Au & 1.5% Sb)
 ACDDH050: 3.0m @ 21.27 g/t AuEq
1
(4.5 g/t Au & 3.9% Sb)
 ACDDH055: 3.4m @ 4.18 g/t AuEq
1
(2.6 g/t Au & 0.4% Sb)
 ACDDH056: 5.1m @ 7.27g/t AuEq
1
(5.3 g/t Au & 0.5% Sb)

• Glamorgan Project
o Completion of the surface exploration program, resulting in the identification of initial
drill targets and the submission of an Access Agreement application for those targets.
o Results indicate classic features of a major epithermal gold-silver system and are
identical to the surface features of neighboring OceanaGold Project, Wharekirauponga.
o Four significant gold-arsenic soil anomalies trending north, north-east and north-
northwest strike out individually over 4 kms in length.
o The Company anticipates drilling these targets in Q2 2026.

REVERSE TAKEOVER TRANSACTION

On February 27, 2024, the Company completed the Business Combination Agreement with Reefton,
pursuant to which the Company acquired all of the issued and outstanding shares of Reefton, (the
“Transaction”), carried out by way of a three-cornered amalgamation.

In accordance with the terms and conditions of the Business Combination Agreement, the Transaction
was completed by way of a three-cornered amalgamation, whereby, among other things: (i) 1424060
B.C. Ltd., a wholly-owned subsidiary of First Uranium Resources Ltd. (“First Uranium”) incorporated for
the purpose of effecting the Transaction, amalgamated with Reefton to form an amalgamated company
(“Amalco”); (ii) holders of common shares in the capital of Reefton received 1.6 common shares in the
capital of First Uranium for each share held in Reefton (the “Exchange Ratio”) and Reefton’s shares were
cancelled; (iii) First Uranium share purchase warrants were issued to the holders of Reefton’s share
purchase warrants in accordance with the Exchange Ratio, and Reefton’s warrants were cancelled; (iv)
Amalco became a wholly owned subsidiary of First Uranium; and (v) First Uranium changed its name to
“Rua Gold Inc.”

In connection with the Transaction, First Uranium entered into a term sheet to extend to Reefton a non-

1
Using recent spot prices of gold and antimony, and applying a ~30% discount, the gold equivalent formula is based on AuEq = Au g/t + 4.3 x Sb% using a
Au price of US$2065/oz, Sb price of US$34,300 per tonne and 85% recovery.

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
4
revolving secured loan credit facility of up to $805,000 (the “Loan”) to fund exploration programs on the
Reefton project and for general corporate and working capital purposes, which was drawn in full during
the year ended December 31, 2023. On February 16, 2024, the Loan was amended and restated to allow
for an additional $500,000 drawdown, which was received in full prior to closing the Transaction. The
total principal amount outstanding of $1,305,000 and all interest accrued thereon was waived in its
entirety upon completion of the Transaction.

Upon closing the Transaction, First Uranium issued 18,742,812 common shares to Reefton’s
shareholders. The First Uranium warrant holders retained 1,551,646 share purchase warrants on the
Transaction, which were valued at $163,311. The fair value of the warrants was determined using the
Black Scholes Option Pricing Model and First Uranium cancelled all 66,667 of its issued and outstanding
stock options.

The Transaction was accounted for in accordance with guidance provided in IFRS 2 - Share-Based
Payments, as First Uranium did not qualify as a business according to the definition of IFRS 3 – Business
Combinations. Accordingly, the Transaction was accounted for as the purchase of First Uranium’s net
assets by Reefton.

The consideration was measured at the fair value of the shares that Reefton would have had to issue to
shareholders of the Company to give the shareholders of the Company the same percentage equity
interest in the combined entity that results from the Transaction has it taken the legal form of Reefton
acquiring the Company.

The aggregate fair value of the consideration paid, less the net assets acquired has been recognized as
a listing expense in the statements of loss and comprehensive loss.

The following table shows the consideration and allocation of the purchase price to the identifiable
assets and liabilities based on their estimated fair values at the date of the Transaction:

Purchase Price
Fair value of common shares issued $ 8,112,659
Fair value of share purchase warrants retained 163,311
Total consideration 8,275,970
Cash 5,611,189
GST receivables 87,358
Prepaid expenses 271,189
The Loan 1,305,000
Accounts payable and accrued liabilities (273,807)
Net assets acquired 7,000,929
Listing expense $ 1,275,041

SHARE PURCHASE AGREEMENT

On November 25, 2024, the Company completed the Agreement, whereby the Company acquired 100%
of the issued and outstanding shares of Reefton Resources Limited (“RRL”), a wholly owned subsidiary
of Siren Gold Ltd (“Siren”), with tenements located adjacent to the Company’s suite of properties in New
Zealand’s prolific Reefton Goldfield (the “Reefton Transaction”). As consideration for the acquisition of
RRL, the Company:

• paid an aggregate of AUD$2,395,053 to Siren, of which (i) AUD$1,000,000 ($932,510) was
paid by the Company upon entering into the Agreement in the form of a forgivable loan; (ii)
AUD$1,346,234 ($1,234,752) at the completion of the Reefton Transaction (the “Closing
Date”); and (iii) AUD$48,819 ($44,000) subsequent to the completion of the Reefton
Transaction as a working capital adjustment;

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
5
• paid AUD$2,000,000 ($1,834,380) in cash in exchange for 10,000,000 common shares of
Siren; and

• on the Closing Date, issued 13,987,900 common shares in the capital of the Company to
Siren, having an aggregate value of $12,589,107 (the “Consideration Shares”).

During the year ended December 31, 2024, the Company incurred $735,882 in transaction costs relating
to the Reefton Transaction which were included in the total consideration calculation.

The Transaction was accounted for in accordance with guidance provided in IFRS 2 - Share-Based
Payments, as RRL did not qualify as a business according to the definition of IFRS 3 – Business
Combinations. Accordingly, the Reefton Transaction was accounted for as the purchase of RRL net
assets by the Company.

The following table shows the consideration and allocation of the purchase price to the identifiable
assets and liabilities based on their estimated fair values at the date of the Reefton Transaction:

Purchase Price
Fair value of common shares issued $ 12,589,107
Promissory note issued 932,510
Cash consideration paid 1,278,752
Transaction costs 735,882
Total consideration 15,536,251
Cash 1,739
Receivables 25,684
Prepaid expenses 85,102
Reclamation bonds 204,450
Equipment 52,031
Exploration and evaluation assets expensed 15,187,176
Accounts payable and accrued liabilities (19,931)
Net assets acquired $ 15,536,251

FINANCINGS

July 2024
On July 25, 2024, the Company closed a public offering consisting of 7,407,500 common shares of the
Company at a price of $1.08 per common share for aggregate gross proceeds of $8,000,100 (the “July
2024 Offering”).

In consideration for services rendered in connection with the July 2024 Offering, the Company paid the
Agents an aggregate cash fee of approximately $402,000 and issued to the Agents an aggregate of
413,895 broker warrants (the “Broker Warrants”). Each Broker Warrant is exercisable to acquire one
common share at the exercise price of $1.08 per common share for a period of 24 months following the
closing of the July 2024 Offering.

February 2025
On February 20, 2025, the Company closed a public offering consisting of 9,583,410 common shares of
the Company at a price of $0.60 per common share for aggregate gross proceeds of $5,750,046 (the
“February 2025 Offering”).

In consideration for services rendered in connection with the February 2025 Offering, the Company paid
the Agents an aggregate cash fee of $269,999 and issued to the Agents an aggregate of 575,004 Broker
Warrants. Each Broker Warrant is exercisable to acquire one common share at the exercise price of
$0.60 per common share for a period of 24 months following the closing of the February 2025 Offering.

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
6
June 2025
On June 26, 2025, the Company closed a public offering and a private placement consisting of
19,714,450 common shares of the Company at a price of $0.70 per common share for aggregate gross
proceeds of $13,800,115 (the “June 2025 Offering”).

In consideration for services rendered in connection with the June 2025 Offering, the Company paid the
Agents an aggregate cash fee of $446,651 and issued to the Agents an aggregate of 638,073 warrants.
The Company also paid an advisory service fee of $340,000 and issued 485,000 warrants to a financial
advisor. Each warrant is exercisable to acquire one common share at the exercise price of $0.70 per
common share for a period of 24 months following the closing of the June 2025 Offering.

January 2026
On January 28, 2026, the Company closed a private placement consisting of 30,000,654 common shares
of the Company at a price of $1.10 per common share for aggregate gross proceeds of $33,000,720 (the
“January 2026 Offering”).

In consideration for services rendered in connection with the January 2026 Offering, the Company paid
the Agents an aggregate cash fee of $1,359,800 and issued to the Agents an aggregate of 1,236,182
warrants. The Company also paid an advisory service fee of $133,925 and issued 121,750 warrants to
financial advisors. Each warrant is exercisable to acquire one common share at the exercise price of
$1.10 per common share for a period of 24 months following the closing of the January 2026 Offering.

REVIEW OF PROJECTS

Rua Gold is a gold exploration company with two highly prospective land packages in New Zealand’s
historic gold districts – the Glamorgan Project on the North Island and Reefton Project on the South
Island.

Reefton Projects
Rua Gold is the dominant landholder in the Reefton Goldfield, located on New Zealand’s South Island.
The Company controls approximately 120,000 hectares of tenements in a district that has historically
produced over 2 million ounces of gold, with grades ranging from 9 to 50 grams per tonne.

Significant gold deposits in the region are concentrated along predominantly north-trending shear and
fault zones that intersect areas of intense folding. Quartz veins in the district are typically discordant to
bedding and align parallel to the axial surfaces of regional-scale, north-plunging folds.

Rua Gold initiated its exploration program with a comprehensive and systematic approach to data
collection, validation, integration, and interpretation across the Reefton Goldfield. Leveraging cutting-
edge AI technology through a partnership with VRIFY, the Company integrated its own data with that of
Siren and digitized historical datasets into the VRIFY AI platform. This enabled the identification and
ranking of exploration targets based on prospectivity.

This foundational work has culminated in a well-defined 2025 drill program, with four rigs currently active
across both near-mine and greenfield targets. Work is ongoing with RSC Consulting to complete the
updated NI 43-101 Technical Report for the Reefton Project, which is expected to be published in Q1
2026.

Rua Gold is actively advancing permitting-related activities on the West Coast of New Zealand. The
Company has appointed key partners to support environmental studies and the permitting process.

Field visits were completed during December and January, and the Company is targeting submission of
a Fast-track referral application in Q1 2026, with a regulatory decision anticipated in Q2 2026. This
decision will determine whether the Reefton Project qualifies for the six-month Fast-Track permitting

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
7
process. Subject to a successful referral application, the Company is targeting submission of the Fast-
Track mining permit application by the end of 2026.

Glamorgan Project
The Glamorgan Project is located within the Hauraki Goldfields on New Zealand’s North Island. Covering
an area of 14,964.8 hectares, this region is part of a major epithermal gold province that has historically
produced over 15 million ounces of gold from more than 50 mines.

Strategically positioned adjacent to OceanaGold’s Wharekirauponga deposit—which hosts Indicated
Mineral Resources of 1.4 million ounces at 17.9 g/t Au and currently under construction following
receipt of its mining permits on December 18, 2025 under the Fast Track Approvals process. The
Glamorgan Project benefits from proximity to New Zealand’s most promising gold development
project.

Exploration at Glamorgan has revealed four significant gold-arsenic soil anomalies, each extending over
4 kilometers, indicating the presence of an epithermal gold mineralized system. Since the permit was
granted in mid-2024, Rua Gold has completed its second phase of surface exploration, identified initial
drill targets, and submitted an Access Agreement for drilling, which is expected to commence in Q2
2026.

Preliminary results exhibit hallmark features of a major epithermal gold-silver system, closely mirroring
the surface geology of the neighboring Wharekirauponga deposit. Rock chip samples with grades up to
43 g/t Au highlight key targets, particularly where two gold-arsenic anomalies intersect. TerraSpec soil
and clay mineralogy analyses have revealed zonal clay distributions consistent with high-level
epithermal alteration, coinciding with gold anomalies.

Ground-based geophysics using Controlled-source Audio-frequency Magnetotellurics (CSAMT) has
identified three major resistive structures aligned with surface alteration and gold mineralization. These
resistive zones may represent pervasive silica-quartz bodies at depth—critical indicators for targeting
drilling within a significant epithermal system

All exploration data is being integrated into the VRIFY AI platform, where geological modeling is underway
to systematically identify and prioritize drill targets.

SELECTED FINANCIAL INFORMATION

The Transaction constituted a reverse acquisition for accounting purposes whereby Reefton is treated
as the accounting acquirer, and the Company is treated as the accounting acquiree. As Reefton was
deemed to be the acquirer for accounting purposes, its assets, liabilities and operations since
incorporation are included in the financial statements as their historical carrying values. First Uranium’s
results of operations are included from the Transaction date.

The following table summarizes information regarding the Company’s operations for the years ended
December 31, 2025, 2024 and 2023:

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
8
Year ended December 31,
2025 2024 2023
Exploration and evaluation $ 9,284,554 $ 19,258,544 $ 1,597,693
Share-based payments 1,649,633 649,222 -
Marketing expense 1,527,230 2,054,611 -
Salaries and wages 906,111 361,352 -
Professional fees 385,325 268,756 84,449
Regulatory and filing 91,584 64,187 -
Depreciation 85,286 37,014 39,719
Office and administration 80,081 79,942 39,900
Transaction costs - 259,932 262,513
(14,009,804) (23,033,560) (2,024,274)

Listing expense - (1,275,041) -
Change in fair value of investment 456,959 (1,333,258) -
Interest income 202,919 71,866 10,275
Other income (7,974) 13,518 49,185
Net loss for the year $ (13,357,900) $ (25,556,475) $ (1,964,814)

The following table summarizes information regarding the Company’s exploration and evaluation
expenditures for the years ended December 31, 2025, 2024 and 2023:

Year ended December 31,
2024 2023
Drilling $ 5,303,509 $ 1,638,727 $ 271,361
Salaries 1,327,334 818,453 552,381
Consultants 809,784 584,723 72,550
Field expenses 779,638 381,216 272,005
Office and other 661,966 449,483 328,732
Permits 308,367 198,766 100,664
Studies 93,956 - -
Exploration costs expensed pursuant to
Reefton Acquisition - 15,187,176 -
$ 9,284,554 $ 19,258,544 $ 1,597,693

SUMMARY OF QUARTERLY RESULTS

For the three months ended
Dec 31, 2025 Sept 30, 2025 Jun 30, 2025 Mar 31, 2025
Exploration and evaluation
expenditures $ 2,764,413 $ 2,360,578 $ 2,040,994 $ 2,118,569
Net loss $ (4,435,662) $ (2,740,119) $ (3,078,161) $ (3,103,958)
Basic and diluted loss per share $ (0.05) $ (0.03) $ (0.05) $ (0.05)
For the three months ended
Dec 31, 2024 Sept 30, 2024 Jun 30, 2024 Mar 31, 2024
Exploration and evaluation
expenditures $ 16,757,576 $ 1,272,754 $ 597,989 $ 630,225
Net loss $ (19,291,796) $ (2,365,780) $ (1,651,570) $ (2,247,329)
Basic and diluted loss per share $ (0.43) $ (0.06) $ (0.05) $ (0.11)

DISCUSSION OF OPERATIONS

Year ended December 31, 2025

During the year ended December 31, 2025, the Company incurred a net loss of $13,357,900 (2024 -
$25,556,475). Included in the net loss was exploration and evaluation expenses of $9,284,554 (2024 -
$19,258,544). Included in the net loss for the year ended December 31, 2024 was $15,187,176 non-cash

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
9
expense of exploration and evaluation assets acquired as part of the Reefton Transaction. The remaining
exploration and evaluation expenses were higher than in the prior period due to the Company completing
financings to ramp up its drilling program at the Reefton Project and surface exploration at the
Glamorgan Project.

The Company recognized share-based compensation expense of $1,649,633 (2024 - $649,222) for the
year ended December 31, 2025 relating to the vesting of the share options and DSUs granted in prior
periods.

The Company incurred marketing costs of $1,527,230 (2024 - $2,054,611) for the year ended December
31, 2025. The Company spent less on marketing in the year ended December 31, 2025, compared to the
same period in the previous year, in order to allocate more funds to exploration activities.

The Company incurred salaries and wages of $906,111 (2024 - $361,352) for the year ended December
31, 2025, an increase from the prior period due to higher overall activity, increased salaries and bonuses,
a one-time, financing-related bonus paid to the Company’s Chief Executive Officer.

Three months ended December 31, 2025

During the three months ended December 31, 2025, the Company incurred a net loss of $4,435,662
(2024 - $19,291,796). Included in the net loss was exploration and evaluation expenses of $2,764,413
(2024 – $16,757,576). The exploration and evaluation expenses were higher than in the prior period due
to the Company completing financings to ramp up its drilling program at the Reefton Project and surface
exploration at the Glamorgan Project.

The Company recognized share-based compensation expense of $525,170 (2024 - $217,305) for the
three months ended December 31, 2025 relating to the vesting of the share options and DSUs granted in
prior periods.

The Company incurred marketing expenses of $584,954 (2024 - $685,776) for the three months ended
December 31, 2025. The Company spent less on marketing in the three months ended December 31,
2025, compared to the same period in the previous year, in order to allocate more funds to exploration
activities.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

As of December 31, 2025, the Company had cash of $8,544,475 (December 31, 2024 - $1,206,463) and
working capital of $8,922,766 (December 31, 2024 – $1,837,429).

Gross proceeds from the February 2025 Offering were $5,750,046 and the June 2025 Offering were
$13,800,115, net of share issuance costs of $1,577,366. Gross proceeds from the July 2024 Offering
were $8,000,100, net of share issuance costs of $845,173.

During the year ended December 31, 2025, the Company received $1,048,596 (2024 - $nil) from the
exercise of warrants.

Cash used in operating activities for the year ended December 31, 2025 was $11,536,554 (2024 –
$6,899,207), which was higher than the prior period due to Company having more funding available and
ramping up its exploration activities on the Reefton Project and Glamorgan Project.

During the year ended December 31, 2024, the Company received proceeds of $500,000 from the Loan,
acquired $5,611,189 of cash on the close of the Transaction, and issued a promissory note to Siren of
$932,510. During the year ended December 31, 2024, the Company also paid $1,834,380 for the
purchase of Siren Gold share, pursuant to the Reefton Transaction.

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
10
USE OF PROCEEDS

The following table includes a comparison of actual use of proceeds, for the most recently completed
quarter, to previous disclosures made by the Company:


Intended Use
of Proceeds
Actual Use of
Proceeds
Net proceeds from July 2024 Offering $ 7,220,094 $ 7,154,927
Net proceeds from February 2025 Offering 5,105,043 5,260,775
Net proceeds from June 2025 Offering 12,712,020 12,712,020
Total net proceeds $ 25,037,157 $ 25,127,722
Exploration of the Reefton Project, Glamorgan Project and general
corporate and working capital 25,037,157 12,734,233
Acquisition of RRL - 2,014,634
Siren shares purchased pursuant to the Reefton Transaction - 1,834,380
Remaining in treasury - 8,544,475
Total net proceeds $ 25,037,157 $ 25,127,722

The balance of the proceeds remaining in treasury is intended to be applied towards further exploration
in the Reefton Project, the Glamorgan Project, and general corporate and working capital purposes, per
the below.

The management team was enhanced with key VP appointments at the Reefton Project. Additionally,
drilling at the Auld Creek target returned multiple high-grade gold-antimony intercepts, underscoring the
project’s scale and quality. With the bolstered team and an increased cadence of drilling activity across
the Reefton Goldfield, primarily working on step-out drilling at Auld Creek to expand the existing
resource, the Company anticipates moving from exploration through to permitting in the 2026. An
updated NI 43-101 Technical Report is expected by the end of February, establishing a baseline resource
and supporting further growth. Permitting activities are underway, and the Fast-Track referral application
targeted for Q1 2026 and a regulatory decision anticipated in Q2 2026. Subject to acceptance, the
Company plans to submit a Fast-Track mining permit application by Q4 2026.

At the Glamorgan Project, surface exploration identified multiple large gold-arsenic soil anomalies over
a 4km strike length, confirming characteristics of a significant epithermal gold-silver system analogous
to the neighboring Wharekirauponga deposit, with initial drilling targeted for Q2 2026. Upon granting of
the permits, a 5,000-metre drill program is planned using two rigs over six months. The Company is
working closely with regulators to get drill permits as soon as possible (environmental, community and
Māori consultation are in progress).

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

OUTSTANDING SHARE DATA

As of the date of this MDA, the Company has the following securities issued and outstanding:


#
Common shares 114,924,989
Options 7,693,668
Warrants 1,519,405
Deferred Share Units 1,309,681

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
11
TRANSACTIONS WITH RELATED PARTIES

Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the Company, directly or indirectly. The Company’s key management
personnel include all directors and officers of the Company and the companies controlled by these
individuals. The remuneration of key management personnel during the year were as follows:

Year ended December 31,
2025 2024
Salaries and wages $ 1,150,158 $ 630,292
Professional fees 120,000 199,900
Share-options granted 1,102,050 448,803
DSUs granted 427,229 126,951
$ 2,799,438 $ 1,405,946

Salaries and wages are paid to the Company’s management personnel, including Robert Eckford, Chief
Executive Officer, Simon Henderson, Chief Operation Officer, and Zeenat Lokhandwala, Chief Financial
Officer.

Professional fees for financial advisory services are paid to Commodity Partners Inc., which is owned by
Mario Vetro, a director of the Company.

Share-options expense relate to the vesting of share-options granted to Oliver Lennox-King, Simon
Henderson, Robert Eckford, Mario Vetro, Tyron Breytenbach, Brian Rodan and Zeenat Lokhandwala,
directors and officers of the Company.

DSU expense relate to the vesting of DSUs granted to Oliver Lennox-King, Robert Eckford, Mario Vetro,
Tyron Breytenbach, Brian Rodan and Paul Criddle, directors of the Company.

As at December 31, 2025, there was $489,080 (December 31, 2024 - $165,222) payable to a director of
the Company included in accounts payable and accrued liabilities. The amounts are unsecured, non-
interest bearing and have no terms of repayment.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments

Financial instruments measured at fair value are classified into one of three levels in the fair value
hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three
levels of the fair value hierarchy are as follows:

• Level 1 – quoted market prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 – inputs other than quoted market prices included in Level 1 that are observable for the
asset or liability, either directly, such as prices, or indirectly (derived from prices).

• Level 3 – inputs are unobservable (supported by little or no market activity) such as non-
corroborative indicative prices for a particular instrument provided by a third party.

The fair value hierarchy level at which a fair value measurement is categorized is determined on the basis
of the lowest level input that is significant to the fair value measurement in its entirety.

As at December 31, 2025 and 2024, the Company carried its investment at FVTPL as a level 1 financial
instrument. The carrying values of the Company’s financial assets and liabilities carried at amortized

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
12
cost, including cash and cash equivalents, reclamation bonds, accounts payable and accrued liabilities,
and promissory note payable, approximate fair value due to their short terms to maturity.

Risk management

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the
impact on the Company’s financial instruments are summarized below:

i. Credit risk

Credit risk is the risk that may arise on outstanding financial instruments should a counter party
default on its obligation. The Company’s primary exposure to credit risk is in its cash accounts.
The Company’s cash and cash equivalent balances are held with large, credit worthy financial
institutions and as such, the risk of loss is considered to be low.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meetings its financial
obligations as they fall due. The Company’s financial liabilities consist of its accounts payable
and accrued liabilities and the promissory note payable. The Company manages liquidity risk by
maintaining sufficient cash balances and adjusting its budget, forecasts and expenditures
accordingly. Liquidity requirements are managed based on expected cash flows to ensure that
there is sufficient capital in order to meet short-term obligations. As at December 31, 2025 the
Company had a cash balance of $8,544,475 (December 31, 2024 - $1,206,463) to cover its
accounts payable and accrued liabilities of $1,427,977 (December 31, 2024 – $1,264,076). In
order to maintain its current level of operations the Company may need to secure additional
financing.

iii. Market price risk

The Company’s ability to raise capital to fund exploration or development activities is subject to
risks associated with fluctuations, amongst other things, in the market price of commodities,
global financial markets and investor sentiment.

The Company closely monitors commodity prices and financial markets to determine the
appropriate course of action to be taken by the Company.

iv. Currency risk

Foreign currency risk is the risk that the fair value or future cash flows on an exposure will
fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of
changes in foreign exchange relates primarily to those of the Company’s net assets
denominated in NZD. A 10% change in the value of CAD relative to NZD would not have a
material impact on the consolidated financial statements.

MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES

The Company’s material accounting policies, judgments and estimates are described in Notes 3 and 4
of the Company’s Annual Financial Statements.

TECHNICAL INFORMATION

The technical and scientific information disclosed in this MD&A was reviewed and approved by Simon
Henderson, CP, AUSIMM, a “qualified person” under National Instrument 43-101 Standards of Disclosure

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
13
for Mineral Projects and chief operating officer and director of the Company.

RISK AND UNCERTAINTIES

In addition to the financial instrument risks described above, companies in the exploration stage face a
variety of risks and, while unable to eliminate all of them, the Company aims to manage and reduce such
risks to the greatest extent possible. The Company faces a variety of risks such as the ability to raise
capital, project feasibility, risks related to determining the validity of mineral property title claims,
commodity prices, and changes in laws and regulations in addition to successfully satisfying its
commitments and continuing as a going concern. Management monitors its activities and those risk
factors that could impact them in order to manage risk.

Readers are encouraged to read and consider the risk factors which are most specifically described under
the caption “Risk Factors” in the Company’s Annual Information Form dated June 12, 2025, which is
available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

LIMITATIONS OF CONTROLS AND PROCEDURES

Any disclosure controls and procedures or internal controls over financial reporting, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, the Company’s management cannot provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have been prevented
or detected. These inherent limitations include the realities that judgements in decision-making can be
faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion of two or more people, or by
unauthorized override of the control. The design of any control system is also based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the
inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected. The Company’s officers are not required to certify the design and evaluation of the
Company’s disclosure controls and procedures and internal controls over financial reporting and have
not completed such an evaluation. Inherent limitations on the ability of the certifying officers to design
and implement on a cost-effective basis disclosure controls and procedures and internal controls over
financial reporting for the Company may result in additional risks to the quality, reliability, transparency
and timeliness of interim and annual filings and other reports provided under securities legislation.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This MD&A contains forward-looking statements or forward-looking information within the meaning of
applicable securities laws concerning the Company's beliefs and plans, including but not limited to
statements with respect to future plans and objectives of the Reefton Project and the Glamorgan Project,
potential mineralization, exploration results, the availability of financial resources; capital, operating
and cash flow estimates; and other matters. These statements relate to analyses and other information
that are based on forecasts of future results, estimates of amounts not yet determinable and
assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, intentions or future events or performance are not
statements of historical fact and may be "forward-looking statements".

The Company's forward-looking statements are based on the beliefs, expectations and opinions of
management on the date the statements are made and should not be relied on as representing the

RUA GOLD INC.
Management’s Discussion and Analysis
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars, except where noted)
14
Company's views on any subsequent date. The Company specifically disclaims any intention or any
obligation to update forward-looking statements if circumstances or management's beliefs,
expectations or opinions should change, except as required by applicable law. For the reasons set forth
above, investors should not place undue reliance on forward-looking statements.

---

1
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate

I, Robert Eckford, Chief Executive Officer of Rua Gold Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A,
including, for greater certainty, all documents and information that are incorporated by reference
in the AIF (together, the “annual filings”) of Rua Gold Inc. (the “issuer”) for the financial year
ended December 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
annual filings do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated or that is necessary to make a statement not misleading in light of the
circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual
financial statements together with the other financial information included in the annual filings
fairly present in all material respects the financial condition, financial performance and cash
flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: February 25, 2026

“Robert Eckford”
Robert Eckford
Chief Executive Officer
Rua Gold Inc.

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to
the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting
(ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations
relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the
issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,
processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge
to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability
of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-
109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other
reports provided under securities legislation.

---

1
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate

I, Zeenat Lokhandwala, Chief Financial Officer of Rua Gold Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A,
including, for greater certainty, all documents and information that are incorporated by reference
in the AIF (together, the “annual filings”) of Rua Gold Inc. (the “issuer”) for the financial year
ended December 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
annual filings do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated or that is necessary to make a statement not misleading in light of the
circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual
financial statements together with the other financial information included in the annual filings
fairly present in all material respects the financial condition, financial performance and cash
flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: February 25, 2026

“Zeenat Lokhandwala”
Zeenat Lokhandwala
Chief Financial Officer
Rua Gold Inc.

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in
Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to
the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting
(ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations
relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the
issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,
processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge
to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability
of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-
109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other
reports provided under securities legislation.