Rua Gold Inc. — Proxy Solicitation & Information Statement 2026

Apr 17, 2026

RUA GOLD INC. c/o 1055 West Georgia Street, Suite 1500 Vancouver, British Columbia, Canada V6E 4N7

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

You are receiving this notification because Rua Gold Inc. (the "Company") has decided to use the notice and access model for the delivery of meeting materials to its shareholders in respect of its annual general and special meeting of shareholders to be held on Thursday, May 28, 2026 (the "Meeting"). Under the notice-and-access provisions of Canadian securities laws ("Notice and Access Provisions"), instead of receiving paper copies of the Company's notice of annual general and special Meeting and Information Circular (together, the "Information Circular"), shareholders are receiving this notice and access notification ("notification") with information on how to access the Information Circular electronically. Digital copies of the Information Circular and the form of proxy for the Meeting (collectively, the "Proxy Materials") will be posted online, together with a copy of this notification. Shareholders are also receiving a paper copy of the proxy or voting instruction form, as applicable, enabling them to vote by proxy in advance of the Meeting. This method of delivery is an environmentally responsible, cost-effective way to deliver Proxy Materials to the Company's shareholders.

MEETING DATE AND LOCATION

WHEN: 10:00 a.m. on May 28, 2026 (Pacific Time) WHERE: 1055 West Georgia Street, Suite 1500 Vancouver, British Columbia, Canada V6E 4N7

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

• ELECTION OF DIRECTORS: To elect directors of the Company for the ensuing year. See the section entitled "Particulars of Matters to be Acted upon – Election of Directors" in the Information Circular.
• APPOINTMENT OF AUDITOR: To appoint the auditor of the Company for the ensuing year. See the section entitled "Particulars of Matters to be Acted upon – Appointment of Auditor" in the Information Circular.
• RATIFICATION OF OMNIBUS EQUITY INCENTIVE PLAN: To consider, and if thought fit, to pass an ordinary resolution to ratify and approve the Company's omnibus equity incentive plan adopted by the board of directors of the Company on April 15, 2026, which is attached to the Information Circular and available for inspection in person at the Company's records office during statutory business hours until May 26, 2026, and to authorize the grant of all currently available and unallocated option entitlements issuable under the Plan, until May 28, 2029, all as more particularly set out in the section entitled "Particulars of Matters to be Acted upon – Ratification of Omnibus Equity Incentive Plan" in the Information Circular.
• AMENDMENTS TO ARTICLES: To consider and, if thought fit, pass an ordinary resolution to authorize and approve certain amendments to the Company's Articles, which are attached to the Information Circular and available for inspection in person at the Company's records office during statutory business hours until May 26, 2026, and to authorize the grant of all currently available and unallocated option entitlements issuable under the Plan, until May 28, 2029, as more particularly set out in the section entitled "Particulars of Matters to be Acted upon – Approval of Amended and Restated Articles" in the Information Circular.

SHAREHOLDERS ARE REMINDED TO REVIEW THE PROXY MATERIALS, IN PARTICULAR THE INFORMATION CIRCULAR, PRIOR TO VOTING.

WEBSITES WHERE PROXY MATERIALS ARE POSTED

The Proxy Materials can be viewed online under the Company's profile on SEDAR+ at www.sedarplus.ca or on the Company's website at https://ruagold.com/annual-general-meeting/.

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HOW TO OBTAIN A PAPER COPY OF THE INFORMATION CIRCULAR

Any Shareholder may request a paper copy of the Information Circular, be mailed to them at no cost. Requests for paper copies can be made using your Control Number (or CSN/Shareholder Number, as applicable), as it appears on your form of Proxy or Voting Instruction Form and contacting the applicable transfer agent of the Company as follows:

| Shareholders who hold shares through Computershare Investor Services Inc. in Canada

(“Computershare Canada”)
Shareholders with a 15-Digit Control Number	Shareholders with a 16-Digit Control Number
Within North America: 1-866-962-0498 (toll-free)	Within North America: 1-877-907-7643 (toll-free)
Outside of North America: 1-514-982-8716 (toll-free)	Outside of North America: 1-303-562-9305 (toll-free)
Shareholders who hold shares through Computershare Investor Services Limited in New Zealand
(“Computershare NZ”)
Shareholders with a CSN/Shareholder Number
Both within and outside of New Zealand: 1-514-982-7555 (toll-free)

To allow adequate time for a Shareholder to receive and review a paper copy of the Proxy Materials and then to submit their vote prior to 10 a.m. (Pacific Time) on Tuesday, May 26, 2026, a Shareholder requesting a paper copy of the Information Circular as described above, should ensure such request is received by the applicable transfer agent of the Company no later than May 12, 2026. Under Notice and Access Provisions, Proxy Materials must be available for viewing for one year following the date of posting and a paper copy of the materials can be requested at any time during this period. To obtain a paper copy of the Proxy Materials, including, in particular, the Information Circular, after the Meeting date, please contact the Company directly.

Is Stratification used: NO

HOW DO I VOTE?

There are several ways to vote your shares, including online, by telephone, by mail or at the meeting:

If you (or your intermediary) hold your shares through Computershare Canada:

| | Beneficial Shareholders Shares held with a broker, bank or other intermediary. | Registered Shareholders Shares held in own name | | --- | --- | --- | | Internet: | www.proxyvote.com | www.investorvote.com | | Phone: | Call the number listed on your voting instruction form and vote using the control number provided therein. | Call 1-866-732-VOTE (8683) and vote using the control number provided in your form of proxy | | Mail: | Return the voting instruction form in the enclosed postage paid envelope. | Return the form of proxy in the enclosed postage paid envelope. | | In Person: | Duly complete and return your voting instruction form to appoint yourself as proxy and attend the meeting. | Attend the meeting. |

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If you (or your intermediary) hold your shares through Computershare NZ:

Internet:	www.investorvote.co.nz
Mail:	Return the form of proxy in the enclosed postage paid envelope.
In Person:	Attend the meeting.

ADDITIONAL INFORMATION

Should you have any questions about notice-and-access, please call Computershare Canada toll-free at 1-866-962-0492 (within Canada and the United States) or 1-514-982-7555 (outside of Canada and the United States).

BOARD RECOMMENDATION

The board of directors of the Company unanimously recommend that shareholders VOTE FOR each of the proposed resolutions.

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