Rua Gold Inc. — M&A Activity 2023

Jul 31, 2023

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT is made as of July 24, 2023,

BETWEEN:

The person executing this Agreement as “Reefton Shareholder” on the signature page hereof

(the “ Reefton Shareholder ”)

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FIRST URANIUM RESOURCES LTD.

a corporation incorporated under the laws of the Province of British Columbia

(“ First Uranium ”)

WHEREAS First Uranium and Reefton Goldfields Inc. (“ Reefton ”), a corporation incorporated under the laws of the Province of British Columbia, have entered into a business combination agreement (the “ Business Combination Agreement ”) concurrently with the entering into of this Agreement and propose to combine the business and assets of Reefton with those of First Uranium by way of statutory amalgamation under the Business Corporations Act (British Columbia) between Reefton and 1424060 B.C. Ltd., a corporation incorporated under the laws of the Province of British Columbia as a wholly-owned subsidiary of First Uranium (the “ Amalgamation ”);

AND WHEREAS the Reefton Shareholder owns, beneficially or of record, directly or indirectly or exercises control or direction over, certain common shares without nominal or par value in the capital of Reefton (“ Reefton Shares ”);

AND WHEREAS this Agreement sets out the terms and conditions, among other things, under which the Reefton Shareholder has agreed to vote or cause to be voted all of his Subject Shares (as defined below) in respect of the Amalgamation and other matters related thereto;

AND WHEREAS the Reefton Shareholder acknowledges that First Uranium and Reefton would not have entered into the Business Combination Agreement but for the execution and delivery of this Agreement by the Reefton Shareholder;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I INTERPRETATION

Section 1.01 Definitions

All terms used in this Agreement that are not defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement.

For the purposes of this Agreement:

• (a) “ Subject Shares ” means all Reefton Shares which the Reefton Shareholder owns, beneficially or of record, directly or indirectly or exercises control or direction over, particulars of which are set forth on Schedule A to this Agreement, and shall further include any Reefton Shares acquired,

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whether beneficially or of record, directly or indirectly or over which control or direction is exercised over, by the Reefton Shareholder after the date hereof.

ARTICLE II COVENANTS

Section 2.01 General Covenants of the Reefton Shareholder

The Reefton Shareholder hereby covenants and agrees in favour of First Uranium that, from the date hereof until the termination of this Agreement, except as permitted by Section 5.01 of this Agreement:

• (a) at any Reefton Meeting or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Amalgamation, the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement is sought, the Reefton Shareholder shall cause all Subject Shares eligible to vote at the Reefton Meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all such Subject Shares:

• (i) in favour of (A) the approval of the Amalgamation and any other matter necessary for the consummation of the Amalgamation or the transactions contemplated by the Business Combination Agreement and (B) any other matter necessary for the consummation of the Amalgamation or the transactions contemplated by the Business Combination Agreement; and

• (ii) against any action, proposal, transaction or agreement that would reasonably be expected to in any material respect impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Amalgamation or the transactions contemplated by the Business Combination Agreement (the “ Prohibited Matters ”);

• (b) the Reefton Shareholder shall forthwith revoke any and all previous proxies granted or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement;

• (c) the Reefton Shareholder agrees not to directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “ Transfer ”), or enter into any agreement, option, commitment, understanding or other arrangement with respect to the Transfer of, any of its Subject Shares to any person, other than pursuant to the Business Combination Agreement or with the written consent of First Uranium, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Notwithstanding the foregoing, the Reefton Shareholder may, in the sole discretion of the Reefton Shareholder, Transfer his Subject Shares to one or more corporations, family trusts, RRSP accounts or other entity directly or indirectly owned or controlled by, or under common control with, the Reefton Shareholder, provided that (A) any such Transfer will not relieve the Reefton Shareholder of or from its obligations under this Agreement; and (B) prompt written notice of such Transfer is provided to First Uranium;

• (d) the Reefton Shareholder shall as a holder of Subject Shares cooperate with First Uranium and Reefton to successfully complete the Amalgamation and the transactions contemplated by the Business Combination Agreement, and to oppose any Prohibited Matter;

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• (e) the Reefton Shareholder shall not (i) exercise (and hereby waives) any rights of appraisal or rights of dissent, as applicable, provided under any Law or otherwise in connection with the Amalgamation or the transactions contemplated by the Business Combination Agreement and (ii) commence or participate in, and shall, and hereby agrees to, take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against First Uranium or Reefton or any of their subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of the Business Combination Agreement or the consummation of the transactions contemplated by the Business Combination Agreement;

• (f) the Reefton Shareholder shall (i) not solicit, initiate or knowingly encourage inquiries, proposals or offers from any other person relating to, or participate in any negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist or participate in or facilitate or encourage any effort or attempt (and shall promptly notify First Uranium in writing of any inquiries, proposals, or offers of which it becomes aware) with respect to: (A) except as provided by the terms of this Agreement, the direct or indirect acquisition or disposition of all or any of the Subject Shares; or (B) an direct or indirect acquisition of Reefton Shares or assets of Reefton, amalgamation, merger, take-over, plan of arrangement or similar transaction during the period commencing on the date hereof and ending on the termination of the Business Combination Agreement; and (ii) immediately cease and terminate any discussions or negotiations commenced prior to the date of this Agreement with any person (other than First Uranium or Reefton) by or on behalf of the Reefton Shareholder with respect to any such inquiry, proposal or offer, whether or not initiated by the Reefton Shareholder;

• (g) the Reefton Shareholder hereby agrees to deliver or cause to be delivered as soon as practicable and in any event no later than 10 calendar days before the Reefton Meeting a duly executed proxy in respect of all of the Subject Shares eligible to vote on any matter directing the holder of such proxy to vote in favour of the Amalgamation;

• (h) if the Reefton Shareholder acquires any additional Reefton Shares, the Reefton Shareholder covenants to notify First Uranium of each such acquisition and agrees and acknowledges that such additional Reefton Shares shall be deemed to be Subject Shares, for purposes of this Agreement;

• (i) if the Subject Shares are registered in the name of a person other than the Reefton Shareholder or otherwise held other than personally, the Reefton Shareholder will cause the direct owner of such Subject Shares to perform (and the Reefton Shareholder shall be liable for the performance of) all covenants of the Reefton Shareholder under this Agreement as if the Reefton Shareholder; and

• (j) the Reefton Shareholder shall not take any other action of any kind which might reasonably be regarded as likely to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Amalgamation or the transactions contemplated by the Business Combination Agreement.

Section 2.02 Covenants of First Uranium

First Uranium agrees to comply with its obligations under the Business Combination Agreement. First Uranium hereby agrees and confirms to the Reefton Shareholder that it shall take all steps required of it to consummate the Amalgamation and the transactions contemplated by the Business Combination Agreement and cause the consideration to be made available to pay for the Subject Shares, in each case in accordance with and subject to the terms and conditions of the Business Combination Agreement.

ARTICLE III REPRESENTATIONS AND WARRANTIES

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Section 3.01 Representations and Warranties of the Reefton Shareholder

The Reefton Shareholder hereby represents and warrants to and covenants with First Uranium as follows, and acknowledges that First Uranium is relying upon such representations, warranties and covenants in entering into this Agreement and the Business Combination Agreement:

• (a) Capacity; Authorization . The Reefton Shareholder has the power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his obligations hereunder.

• (b) Enforceable . This Agreement has been duly executed and delivered by the Reefton Shareholder and constitutes a legal, valid and binding obligation, enforceable against the Reefton Shareholder in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

• (c) Ownership of Subject Securities . Schedule A accurately sets forth all of the Subject Shares which the Reefton Shareholder owns, beneficially or of record, directly or indirectly or exercises control or direction over. The Reefton Shareholder is, and will be at all times up to the Effective Time, the registered and/or beneficial owner of the Subject Shares.

• (d) Voting . The Reefton Shareholder has the sole and exclusive right to enter into this Agreement and to vote the Subject Shares as contemplated by this Agreement. None of the Subject Shares is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind.

• (e) No Agreement . Except pursuant to this Agreement, no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, requiring the Reefton Shareholder to Transfer any Subject Shares or any interest therein.

Section 3.02 Representations and Warranties of First Uranium

First Uranium hereby represents and warrants and covenants to the Reefton Shareholder, acknowledging that the Reefton Shareholder is relying upon such representations, warranties and covenants in entering into this Agreement:

• (a) Incorporation; Capacity; Authorization . First Uranium is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder.

• (b) Enforceable . This Agreement has been duly executed and delivered by First Uranium and constitutes a legal, valid and binding obligation, enforceable against First Uranium in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

ARTICLE IV TERMINATION

Section 4.01 Automatic Termination

This Agreement will automatically terminate and be of no further force or effect upon the earliest to occur

of:

• (a) the Effective Date; and

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• (b) the date the Business Combination Agreement is terminated in accordance with its terms.

Section 4.02 Termination by the Parties

This Agreement may be terminated at any time:

• (a) by mutual consent of First Uranium and the Reefton Shareholder;

• (b) by the Reefton Shareholder, upon written notice to First Uranium, if the Business Combination Agreement is amended to reduce or change the form of consideration payable to the Reefton Shareholder or the terms of the Business Combination Agreement are otherwise modified in a manner that is materially adverse to Reefton or the Reefton Shareholders;

• (c) by First Uranium, upon written notice to the Reefton Shareholder, if First Uranium is not in material default in performance of its obligations hereunder and: (i) any of the representations and warranties of the Reefton Shareholder in this Agreement shall not be true and correct in all material respects; or (ii) the Reefton Shareholder shall not have complied with its covenants to First Uranium contained in this Agreement in all material respects; or

• (d) by the Reefton Shareholder, upon written notice to First Uranium, if the Reefton Shareholder is not in material default in performance of its obligations hereunder and: (i) any of the representations and warranties of First Uranium in this Agreement shall not be true and correct in all material respects; or (ii) First Uranium shall not have complied with its covenants to the Reefton Shareholder contained in this Agreement in all material respects.

Section 4.03 Effect of Termination

If this Agreement is terminated in accordance with this Article IV, the provisions of this Agreement will become void and the Reefton Shareholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Shares and (ii) no party shall have liability to any other party, except in respect of any breach of this Agreement which occurred prior to such termination or in respect of any wilful breach by it of this Agreement.

ARTICLE V GENERAL

Section 5.01 Capacity and Fiduciary Obligations

First Uranium agrees and acknowledges that the Reefton Shareholder is bound hereunder solely in his or her capacity as a shareholder of Reefton and that the provisions of this Agreement shall not be deemed or interpreted to bind the Reefton Shareholder in his capacity as a director of Reefton. For the avoidance of doubt, nothing in this Agreement shall limit or restrict the Reefton Shareholder from properly fulfilling his fiduciary duties as a director of Reefton.

Section 5.02 Disclosure

The Reefton Shareholder hereby consents to the disclosure of the substance of this Agreement, and any discussions leading up to the execution hereof, in any press release disseminated or documents to be issued in connection with the transactions contemplated by this Agreement and the Business Combination Agreement, or any filing pursuant to applicable securities Laws, provided that the Reefton Shareholder is afforded a reasonable opportunity to review and comment upon such disclosure prior to such disclosure being made.

Except as set forth above or as required by applicable Law or by any Governmental Authority, each party shall not make any public announcement or statement with respect to this Agreement without the approval of the

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other party, which shall not be unreasonably withheld or delayed.

Section 5.03 Time

Time shall be of the essence in this Agreement.

Section 5.04 Governing Law

This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to any conflict of laws rules or principles. The Reefton Shareholder and First Uranium irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and waive, to the fullest extent possible, the defense of an inconvenient forum or any similar defense to the maintenance of proceedings in such courts.

Section 5.05 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Business Combination Agreement incorporated herein by reference constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.

Section 5.06 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto.

Section 5.07 Severability

If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

Section 5.08 Assignment

The provisions of this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, and neither party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other party hereto.

Section 5.09 Notices

Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered, or sent by overnight courier or e-mail, addressed as follows:

• (a) First Uranium, addressed as follows:

First Uranium Resources Ltd. 1500-1055 West Georgia Street Vancouver, British Columbia V6E 4N7

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Attention: Robert Dubeau, CEO Email: [REDACTED: Personal information.]

(b) the Reefton Shareholder, addressed as set forth on the signature page hereto,

or to such other address as the relevant party may from time to time advise by notice in writing given pursuant to this Section 5.09. The date of receipt of any such notice, request, consent, agreement or approval shall be deemed to be the date of delivery thereof if delivered before 4:00 p.m. (Vancouver time) on a Business Day at the place and time of receipt and, otherwise, on the next following Business Day.

Section 5.10 Equitable Relief

It is recognized and acknowledged that a breach by any party of any material obligations contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

Section 5.11 Expenses

Each of the parties shall pay its out of pocket and other expenses incurred in connection with the preparation, execution and delivery of this Agreement and transactions contemplated hereby.

Section 5.12 Independent Legal Advice

Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

Section 5.13 No Third-Party Beneficiaries

The parties intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the parties and no person, other than the parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Section 5.14 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement (including, without limitation, PDF) and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

FIRST URANIUM RESOURCES LTD.

By:[(Signed) “] [Robert Dubeau][” ] Name: Robert Dubeau Title: CEO

REEFTON SHAREHOLDER

Scott Lamacraft

(Print Name of Reefton Shareholder) (Signed) “ Scott Lamacraft ” (Signature of Reefton Shareholder)

Address: [REDACTED: Personal information.]

[REDACTED: Personal information.] Telephone: [REDACTED: Personal information.] Email:

SCHEDULE A

Subject Shares

	Subject Shares
Name of Reefton Shareholder	Total number of Reefton Shares beneficially owned or controlled	Name of registered holder (if different from Reefton Shareholder)
Scott Lamacraft	3,518,945	[REDACTED: Personal information.]
	6,163,500	[REDACTED: Personal information.]
	451,120	[REDACTED: Personal information.]