Rua Gold Inc. — M&A Activity 2024

Nov 28, 2024

Form 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Rua Gold Inc. (formerly First Uranium Resources Ltd.) (the “Company”)
1500-1055 West Georgia St.
Vancouver, British Columbia
V6E 4N7, Canada

Item 2. Date of Material Change
November 25, 2024

Item 3. News Release
A news release dated November 25, 2024 was disseminated via the facilities of Newsfile Corp. and subsequently filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Item 4. Summary of Material Change
On November 25, 2024, the Company announced the closing of the previously announced acquisition (the “Acquisition”) of 100% of the issued and outstanding shares of Reefton Resources Pty Limited (“Reefton Resources”) pursuant to the terms and conditions of a share purchase agreement dated July 12, 2024, and amended on October 18, 2024 (the “Agreement”) entered into with the Company’s wholly owned subsidiary, Reefton Acquisition Corp. (“Reefton Acquisition Co”), Siren Gold Limited (“Siren”) and Reefton Resources, a wholly owned subsidiary of Siren.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change
On November 25, 2024, the Company announced that further to its news releases of July 12, 2024 and October 21, 2024, the Company has completed the Acquisition of Reefton Resources. The Company entered into the Agreement with Reefton Acquisition Co, Siren and Reefton Resources, a wholly owned subsidiary of Siren that holds tenements located adjacent to the Company’s suite of properties in the Reefton Goldfield on New Zealand’s South Island. Pursuant to the terms of the Agreement, the Company acquired 100% of the issued and outstanding shares of Reefton Resources from Siren through the Company’s wholly owned subsidiary, Reefton Acquisition Co.

In consideration for the Acquisition, the Company issued to Siren an aggregate of 83,927,383 common shares in the capital of the Company (the “Consideration Shares”) at a deemed price of $0.1983 per Consideration Share at closing of the Acquisition (the “Closing”), representing an aggregate value of AU$18,000,000. The Company paid Siren an aggregate of AU$2,000,000 in cash. Additionally, the Company acquired 10,000,000 common shares in the capital of Siren (each, a “Siren Share”) pursuant to a non-brokered private placement at a price of AU$0.20 per Siren Share for an aggregate amount of

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AU$2,000,000. As a result, the Company owns approximately 7.5% of the issued and outstanding Siren Shares, calculated on an undiluted basis.

The completion of the Acquisition expands the Company's tenement package to cover over 95% of the Reefton Goldfield. Pursuant to the terms and conditions of the Agreement, upon Closing, the Company will transfer back tenement PP 60893 covering 7,305.20 ha to Siren.

In connection with the Acquisition, the Company entered into a shareholder rights agreement (the "Shareholder Rights Agreement") with Siren regarding Siren's interest in the Consideration Shares. Pursuant to the Shareholder Rights Agreement, Siren shall have the right to nominate one member to the board of directors of the Company (the "Board"), so long as Siren maintains an interest of at least 10% of the issued and outstanding common shares in the capital of the Company (the "Common Shares"). For so long as Siren owns or controls at least 10% of the Common Shares, Siren shall agree to vote, or cause to be voted, all of the Common Shares owned or controlled by it in the same manner as the Board at any at any meeting of shareholders of the Company at which directors of the Company are to be elected. Upon the Closing, Mr. Brian Rodan (Chairman of Siren), was nominated by Siren and joined the Board.

Pursuant to the Shareholder Rights Agreement, the Consideration Shares are subject to the following contractual resale restrictions: (i) 22.2% are restricted from trading for a period of six months after the Closing; (ii) 22.2% are restricted from trading for a period of twelve months after the Closing; (iii) 22.2% are restricted from trading for a period of fifteen months after the Closing; and (iv) the remaining Consideration Shares are restricted from trading for a period of twenty-four months after the Closing (the "Resale Restrictions"). The Resale Restrictions shall be lifted if, at any time after six months following the Closing, the Company's market capitalization is five or more times greater than the Company's market capitalization measured as of July 12, 2024.

Siren owns approximately 26% of the issued and outstanding Common Shares, calculated on an undiluted basis, resulting in a new Control Person (as defined in the Policies of the TSX Venture Exchange (the "TSXV"). The Acquisition and creation of a new Control Person was approved by disinterested shareholders of the Company through written consents submitted in accordance with TSXV policies. The Acquisition received final acceptance from the TSXV on November 27, 2024.

Cautionary Note Regarding Forward-Looking Information

This report includes certain statements that may be deemed "forward-looking statements". All statements in this report, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the Company's strategies, expectations, planned operations or future actions. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control,

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affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavourable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's short form base shelf prospectus dated July 11, 2024, filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

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

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Zeenat Lokhandwala, Chief Financial Officer
Telephone: 778.899.5786

Item 9. Date of Report

November 28, 2024.

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