Rua Gold Inc. — Proxy Solicitation & Information Statement 2026

Apr 17, 2026

RUA GOLD INC.

Computershare

320 Bay Street, 14th Floor

Toronto, ON M5H 4A6

www.computershare.com

KMRQ 000001

SAM SAMPLE

123 SAMPLES STREET

SAMPLETOWN SS X9X X9X

CANADA

Security Class

COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on Thursday, May 28, 2026

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am (Pacific Time) on Tuesday, May 26, 2026.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

KMRQ_PRX_383903/000001/000001/1

---

SAM SAMPLE

C9999999999

IND C02

Appointment of Proxyholder

I/We being holder(s) of securities of Rua Gold Inc. (the "Company") hereby appoint: Robert Eckford, Chief Executive Officer and Director, or failing this person, Zeenat Lokhandwala, CFO and Corporate Secretary (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at McMillan LLP, Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada on Thursday, May 28, 2028 at 10:00 am (Pacific Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors	For	Withhold	For	Withhold	For	Withhold
01. Robert Eckford	☐	☐	02. Simon Henderson	☐	☐	03. Oliver Lennox-King
04. Tyron Breytenbach	☐	☐	05. Brian Rodan	☐	☐	06. Richard Thomas
					For	Withhold
2. Appointment of Auditors
Appointment of Deloitte LLP, Chartered Professional Accountants as Auditors of the Company for the ensuing year.						☐ ☐
					For	Against
3. Ratification of Omnibus Equity Incentive Plan
To consider and, if thought fit, to ratify and approve an omnibus equity incentive plan adopted by the board of directors (the "Plan"), and to authorize the grant of all currently available and unallocated option entitlements issuable under the Plan, until May 28, 2029, as more fully described in the accompanying Information Circular.						☐ ☐
					For	Against
4. Approval of Amended and Restated Articles
To consider and, if thought fit, pass an ordinary resolution to authorize and approve amendments to the Company's Articles, as more fully described in the accompanying Information Circular.						☐ ☐

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

Date

DD/MM/YY

Signing Capacity

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders' meeting.

☐

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

KMRQ

383903

1PIZ

AR1

99999

---

RUA GOLD INC.

Computershare

320 Bay Street, 14th Floor

Toronto, ON M5H 4A6

www.computershare.com

KMRQ 000002

SAM SAMPLE

123 SAMPLES STREET

SAMPLETOWN SS X9X X9X

AUSTRALIA

Security Class

COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on Thursday, May 28, 2026

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am (Pacific Time) on Tuesday, May 26, 2026.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

312-588-4290 Direct Dial

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

KMRQ_PRX_383903/000002/0000024

---

SAM SAMPLE

C9999999999

IND C02

Appointment of Proxyholder

I/We being holder(s) of securities of Rua Gold Inc. (the "Company") hereby appoint: Robert Eckford, Chief Executive Officer and Director, or failing this person, Zeenat Lokhandwala, CFO and Corporate Secretary (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at McMillan LLP, Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada on Thursday, May 28, 2028 at 10:00 am (Pacific Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors	For	Withhold	For	Withhold	For	Withhold
01. Robert Eckford	☐	☐	02. Simon Henderson	☐	☐	03. Oliver Lennox-King
04. Tyron Breytenbach	☐	☐	05. Brian Rodan	☐	☐	06. Richard Thomas
					For	Withhold
2. Appointment of Auditors
Appointment of Deloitte LLP, Chartered Professional Accountants as Auditors of the Company for the ensuing year.						☐ ☐
					For	Against
3. Ratification of Omnibus Equity Incentive Plan
To consider and, if thought fit, to ratify and approve an omnibus equity incentive plan adopted by the board of directors (the "Plan"), and to authorize the grant of all currently available and unallocated option entitlements issuable under the Plan, until May 28, 2029, as more fully described in the accompanying Information Circular.						☐ ☐
					For	Against
4. Approval of Amended and Restated Articles
To consider and, if thought fit, pass an ordinary resolution to authorize and approve amendments to the Company's Articles, as more fully described in the accompanying Information Circular.						☐ ☐

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

Date

DD/MM/YY

Signing Capacity

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders' meeting.

☐

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

KMRQ

383903

1PIZ

AR1

99999