RUA GOLD - Quarterly Results - Q1 2026

Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)

RUA GOLD INC.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - Expressed in Canadian dollars)


2

Notes March 31, 2026 December 31, 2025

Assets
Current assets
Cash and cash equivalents $ 35,630,226 $ 8,544,475
GST receivables 421,462 222,566
Prepaid expenses 424,893 355,776
Investment 5 1,250,537 1,401,504
37,727,118 10,524,321

Reclamation bonds 8 351,296 347,204
Property and equipment 6 658,124 639,192
Total assets $ 38,736,538 $ 11,510,717


Current liabilities
Accounts payable and accrued liabilities $ 1,520,508 $ 1,427,977
Lease liabilities 7(b) 203,590 173,578
1,724,098 1,601,555

Lease liabilities 7(b) 357,463 356,503
Total liabilities 2,081,561 1,958,058

Shareholders’ equity
Share capital 9 87,018,735 56,388,473
Reserves 4,655,590 3,133,764
Accumulated other comprehensive loss (90,659) (86,292)
Deficit (54,928,689) (49,883,286)
Total shareholders’ equity 36,654,977 9,552,659
Total liabilities and shareholders’ equity $ 38,736,538 $ 11,510,717

Nature and continuance of operations (Note 1)
Subsequent events (Notes 9(e))





The condensed interim consolidated financial statements were approved for issuance on May 13, 2026 by the Board of
Directors by:

“Tyron Breytenbach "Robert Eckford”
Director Director







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

RUA GOLD INC.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Unaudited - Expressed in Canadian dollars, except for per share amounts and number of shares)


3

Three months ended March 31,
Notes 2026 2025
Operating expenses

Exploration and evaluation 8 $ 3,531,282 $ 2,118,569
Share-based payments 9 618,698 341,143
Marketing expense 259,673 300,167
Regulatory and filing 252,415 17,563
Professional fees 143,604 54,050
Salaries and wages 114,881 105,183
Depreciation 6 72,241 11,437
Office and administration 67,823 23,233
(5,060,617) (2,971,345)

Change in fair value of investment 5 (150,967) (140,294)
Interest income 192,980 9,009
Other expense (26,799) (1,328)
Net loss for the period (5,045,403) (3,103,958)

Other comprehensive loss
Items that may be reclassified subsequently to profit or loss
Currency translation adjustment (4,367) (17,381)
Net loss and comprehensive loss $ (5,049,770) $ (3,121,339)

Weighted average shares outstanding – basic and diluted 105,535,656 57,812,121
Basic and diluted loss per share $ (0.05) $ (0.05)










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

RUA GOLD INC.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited - Expressed in Canadian dollars)


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Three months ended March 31,
Notes 2026 2025


Operating activities
Net loss for the period $ (5,045,403) $ (3,103,958)
Adjustments for:
Share-based payments 9 ..... 618,698 341,143
Change in fair value of investment 5. .... 150,967 140,294
Depreciation 7(b).... 72,241 11,437
Interest expense on lease liabilities 12,563 -

Changes in non-cash working capital items:
GST receivables (198,896) 69,963
Prepaid expenses (69,117) 243,319
Accounts payable and accrued liabilities 92,531 (439,507)
Net cash used in operating activities (4,366,416) (2,737,309)

Investing activities
Purchase of equipment (12,912) -
Net cash provided by investing activities (12,912) -

Financing activities
Proceeds from the February 2025 Offering 9 - 5,750,046
Proceeds from the January 2026 Offering 9 33,000,719 -
Share issuance costs (1,834,415) (489,271)
Proceeds from exercise of warrants 9 357,086 -
Proceeds from exercise of options 9 10,000 -
Payment of lease liabilities 7(b) (58,226) -
Net cash provided by financing activities 31,475,164 5,260,775

Net change in cash in the period 27,095,836 2,523,466

Change in foreign exchange – cash and cash equivalents (10,085) (21,869)
Cash and cash equivalents, beginning of period 8,544,475 1,206,463
Cash and cash equivalents, end of period $ 35,630,226 $ 3,708,060








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

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



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



Share Capital

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

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 9) 9,583,410 5,750,046 - - - 5,750,046
Share purchase warrants issued in Transaction (Note 9) - (660,252) 170,981 - - (489,271)
Share-based payments (Note 9) - - 341,143 - - 341,143
Foreign currency translation adjustment - - - (17,381) - (17,381)
Net loss for the period - - - - (3,103,958) (3,103,958)
Balance, March 31, 2025 63,242,720 42,494,033 1,959,098 (93,775) (39,629,344) 4,730,012

Balance, December 31, 2025 84,403,667 $ 56,388,473 $ 3,133,764 $ (86,292) $ (49,883,286) $ 9,552,659
Shares issued in January 2026 Offering (Note 9) 30,000,654 33,000,719 - - - 33,000,719
Shares issuance costs (Note 9) - (2,924,146) 1,089,731 - - (1,834,415)
Shares issued on exercise of warrants (Note 9) 505,774 536,137 (179,051) - - 357,086
Shares issued on exercise of options (Note 9) 16,666 17,552 (7,552) - - 10,000
Share-based payments (Note 9) - - 618,698 - - 618,698
Foreign currency translation adjustment - - - (4,367) - (4,367)
Net loss for the period - - - - (5,045,403) (5,045,403)
Balance, March 31, 2026 114,926,761 $ 87,018,735 $ 4,655,590 $ (90,659) $ (54,928,689) $ 36,654,977

RUA GOLD INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - 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 OTCQX under the symbol “NZAUF”.
Going concern
The Interim 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 three months ended March 31, 2026, the Company recorded a loss of $5,045,403 (March 31, 2025 – $3,103,958).
The Company has not yet achieved profitable operations and has a deficit of $54,928,689 (December 31, 2025 – $49,883,286)
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
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 Interim Financial Statements for the
three months ended March 31, 2026 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
The Interim Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting
policies consistent with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
Certain disclosures required by IFRS Accounting Standard have been condensed or omitted in the following note disclosures
as they are disclosed or have been disclosed on an annual basis only. Accordingly, the Interim Financial Statements should be
read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2025, which
have been prepared in accordance with IFRS Accounting Standards.
b. Basis of measurement
The Interim Financial Statements have been prepared on a historical cost basis, except for financial instruments measured at
fair values and cash flow information.

RUA GOLD INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)


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c. Basis of consolidation
The Interim 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 March 31, 2026 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 Interim 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
The Interim Financial Statements are presented in Canadian dollars. Items included in the Interim 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 policies

The accounting policies applied in these Interim Financial Statements are the same as those applied in the Company’s annual
audited consolidated financial statements as at and for the year ended December 31, 2025.
a. Standards adopted during the period
Amendments to 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 Company adopted the amendments to IFRS 9 and IFRS 7 effective January 1, 2026 and is in compliance with the amended
requirements. The adoption of these amendments did not result in any material changes to the Company’s financial position,
results of operations, presentation, or related disclosures.
b. 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

RUA GOLD INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)


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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.

4. Significant accounting estimates and judgements

The preparation of financial statements in accordance with IFRS Accounting Standards 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 Interim 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. There are no significant changes to the estimates and
judgements used in preparing the Interim Financial Statements as those described in the annual audited consolidated financial
statements for the year ended December 31, 2025.

5. Investment
Shares $
Balance, December 31, 2024 16,300,000 $ 944,545
Change in fair value of investment - 456,959
Balance, December 31, 2025 16,300,000 $ 1,401,504
Change in fair value of investment - (150,967)
Balance, March 31, 2026 16,300,000 $ 1,250,537

RUA GOLD INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)


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6. Equipment

Office and
equipment
Exploration
equipment Vehicles Total
Cost
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 7(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
Revaluation of right-of-use assets
(Note 7a) 69,807 - - 69,807
Additions - 12,912 - 12,912
Currency translation 7,092 2,736 678 10,506
Balance, March 31, 2026 $ 678,636 247,839 58,226 984,701

Accumulated depreciation
Balance, December 31, 2024 $ 26,610 $ 127,191 $ 19,463 $ 173,264
Depreciation 36,258 36,874 12,155 85,287
Currency translation (1,649) (3,838) (780) (6,267)
Balance, December 31, 2025 $ 61,219 $ 160,227 $ 30,838 $ 252,284
Depreciation 59,041 11,079 2,120 72,240
Currency translation (30) 1,747 336 2,053
Balance, March 31, 2026 $ 120,230 173,053 33,294 326,577

Net Book Value
December 31, 2025 $ 540,518 $ 71,964 $ 26,710 $ 639,192
March 31, 2026 $ 558,406 $ 74,786 $ 24,932 $ 658,124
7. Leases
(a) Right-of-use asset
March 31, 2026 December 31, 2025
Right-of-use asset, beginning of period $ 526,706 $ -
Right-of-use asset recognized (Note 6) - 565,392
Revaluation of right-of-use asset (Note 6) 69,807 -
Depreciation (57,449) (31,929)
Foreign exchange impact 6,939 (6,757)
Balance, end of period $ 546,003 $ 526,706
The right-of-use asset recognized by the Company is related to lease of premises required for operations in New Zealand. The
lease has a three-year term without any renewal options. During the three months ended March 31, 2026, the right-of-use asset
was revalued due to an increase in the lease costs over the term of the lease. As of March 31, 2026, $546,003 of the right-of-
use asset has been included within plant and equipment (Note 6).

RUA GOLD INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)


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(b) Lease liabilities
March 31, 2026 December 31, 2025
Lease liabilities, beginning of period $ 530,081 $ -
Lease liabilities recognized - 565,392
Revaluation of lease liabilities (Note 7(a)) 69,807 -
Interest on lease liabilities 12,563 7,330
Lease payments made (58,226) (35,781)
Foreign exchange impact 6,828 (6,860)
Balance, December 31, 2025 $ 561,053 $ 530,081

Current portion 203,590 173,578
Non-current portion 357,463 356,503
Balance, December 31, 2025 $ 561,053 $ 530,081
The undiscounted values of the lease liabilities as at March 31, 2026 was $618,760 (December 31, 2025 - $590,247).
8. Exploration and evaluation expenditures





The Company’s exploration and evaluation expenditures are expensed as incurred. During the three months ended March 31,
2026 and 2025, the Company incurred the following expenditures:

Three months ended March 31,
2026 2025
Drilling $ 1,815,364 $ 1,288,755
Mine Studies 481,775 -
Salaries 338,721 197,395
Administration and office expenses 276,638 157,393
Consultants 270,222 199,331
Field expenses 263,305 207,414
Permits 85,257 68,281
$ 3,531,282 $ 2,118,569
The Company has reclamation deposits to New Zealand’s Department of Conservation as part of access arrangements for
$351,296 (NZD $440,000) (December 31, 2025 - $347,204 (NZD $440,000)).
9. Share capital
(a) Authorized
The Company is authorized to issue an unlimited number of common shares without par value. As at March 31, 2026, the
Company has 114,926,761 (December 31, 2025 – 84,403,667) common shares outstanding.
(b) Issued and outstanding
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.
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”).

RUA GOLD INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)


11
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. The
Company incurred $1,088,095 in cash financing costs relating to the June 2025 Offering.
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.
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.
During the three months ended March 31, 2026, an aggregate of 505,774 common shares were issued pursuant to the exercise
of warrants with a weighted average exercise price of $0.71 per warrant for aggregate gross proceeds of $357,086.
During the three months ended March 31, 2026, an aggregate of 16,666 common shares were issued pursuant to the exercise
of share options with a weighted average exercise price of $0.60 per share option for aggregate gross proceeds of $10,000.
(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 March 31, 2026, 1,231,631 (December 31, 2025 –
1,847,446) common shares were held in escrow.
(d) Share purchase warrants
Warrants outstanding
Weighted average
exercise price
Balance, December 31, 2024 3,077,229 $1.18
Granted pursuant to the February 2025 Offering (Note 9(b)) 575,004 $0.60
Granted pursuant to the June 2025 Offering (Note 9(b)) 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
Granted pursuant to the January 2026 Offering (Note 9(b)) 1,357,932 $1.10
Exercised (505,774) $0.71
Balance, March 31, 2026 1,517,633 $1.10
The following weighted average assumptions were used for a Black-Scholes valuation of the warrants granted during the three
months ended March 31, 2026 and 2025:
2026 2025
Risk-free interest rate 2.88% 2.83%
Expected life 2.00 years 2.00 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 Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)


12
The following table summarizes information about the share purchase warrants as at March 31, 2026:

Exercise Price
Number of warrants
outstanding Expiry date Remaining contractual life
$1.08 159,701 July 25, 2026 0.32 year
$1.10 1,357,932 January 28, 2026 1.83 years
1,517,633 1.64 years
(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, 2024 2,083,334 $0.73
Granted 4,252,000 $0.66
Balance, December 31, 2025 6,335,334 $0.68
Granted 1,375,000 $1.43
Exercised (16,666) $0.60
Balance, March 31, 2026 7,693,668 $0.81

The following table summarizes information about the share options exercisable as at March 31, 2026:

Exercise Price
Number of options
outstanding
Number of options
exercisable Remaining contractual life
$0.60 1,666,667 1,111,108 2.92 years
$1.05 250,000 83,333 3.05 years
$1.50 166,667 55,555 3.07 years
$0.60 1,685,334 550,662 3.76 years
$0.66 2,250,000 - 4.24 years
$0.78 100,000 - 4.51 years
$1.02 200,000 - 4.56 years
$1.43 1,375,000 - 4.83 years
7,693,668 1,800,658
The following weighted average assumptions were used for a Black-Scholes valuation of the options granted during the three
months ended March 31, 2026 and 2025:
2026 2024
Risk-free interest rate 2.88% 2.94%
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 March 31, 2026, 7,666 share options with an exercise price of $0.60 were exercised.
(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

RUA GOLD INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)


13
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:

Options outstanding
Weighted average
exercise price
Balance, December 31, 2024 383,895 $1.06
Granted 825,786 $0.71
Balance, December 31, 2025 1,209,681 $0.78
Granted 222,344 $1.42
Balance, March 31, 2026 1,432,025 $0.88
10. Related party transactions
Three months ended March 31,
2026 2025
Share-options granted $ 401,643 $ 234,449
Salaries and wages 173,338 159,712
DSUs granted 98,752 79,453
Administrative and consulting fees 7,200 27,000
$ 680,933 $ 500,614
As at March 31, 2026, there was $nil (December 31, 2025 - $489,080) payable to officers of the Company included in accounts
payable and accrued liabilities. The amounts are unsecured, non-interest bearing and have no terms of repayment.
11. 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 March 31, 2026 and December 31, 2025, 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.
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:

RUA GOLD INC.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)


14
(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 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 March 31, 2026, the Company had
a cash balance of $35,630,226 (December 31, 2025 – $8,544,475) to cover its accounts payable and accrued liabilities
of $1,520,508 (December 31, 2025 – $1,427,977). 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 condensed interim consolidated financial statements.
12. Segmented operations
The Company business consists of one operating segment, being the exploration and evaluation of mineral properties in New
Zealand.
The Company’s geographic information for the three months ended March 31, 2026 include total assets of $36,975,887
(December 31, 2025 – $9,859,325) in Canada and $1,760,651 (December 31, 2025 - $1,651,392) in New Zealand, and total
losses of $1,561,072 (March 31, 2025 – $1,056,204) in Canada and $3,484,331 (March 31, 2025 – $2,047,754) in New Zealand.

---

Management’s Discussion & Analysis

For the three months ended March 31, 2026 and 2025

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
2
This Management’s Discussion and Analysis (“MD&A”) of the results of operations and financial
condition of Rua Gold Inc. (the “Company” or “Rua Gold”) is the responsibility of management and
covers the three months ended March 31, 2026 and 2025. The MD&A takes into account information
available up to, and is dated May 13, 2026 and should be read in conjunction with the Company’s
condensed interim consolidated financial statements and related notes for the three months ended
March 31, 2026 and 2025 (the “Interim Financial Statements”), which are prepared in accordance with
International Accounting Standard 34, Interim Financial Reporting. Certain disclosures included in the
annual financial statements prepared in accordance with IFRS® Accounting Standards as issued by the
International Accounting Standards Board (“IFRS Accounting Standards”) have been condensed or
omitted, and accordingly, these Interim Financial Statements should be read in conjunction with the
Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024
(“Annual Financial Statements”). The reporting currency of the Company is the Canadian Dollar.

The Interim Financial Statements and additional documents are available on Rua Gold’s website at
www.ruagold.com and under the Company’s profile at ww.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. Drilling is underway on the Reefton Project
with a primary focus on resource growth at Auld Creek as the Company advances towards submitting a
mine permit at the end of 2026.

2026 HIGHLIGHTS
• Strong support from new and existing shareholders with over 70% of the shares outstanding
held by management, insiders, institutions and high net worth individuals.
o Completed an oversubscribed public offering and private placement in January 2026
for aggregate gross proceeds of $33,000,720 at a price of $1.10 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 shares were listed for trading on
the NZX.

• Reefton Project
o Filed an updated Mineral Resources Estimate (“MRE”) for the Reefton Project:

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
3
 total Inferred Mineral Resource of 5.2Mt @ 3g/t containing 498koz AuEq
1

 total Indicated Mineral Resource of 0.3Mt @ 5.7g/t containing 54koz AuEq
1

 Resource includes an Inferred 10kt @ 0.8% Sb and an Indicated 3kt @ 1.2% Sb
at Auld Creek representing New Zealand’s largest known critical mineral
deposit.
o Submitted its Fast-Track Referral application for the Auld Creek Project, including a
suite of technical reports and baseline studies.
o Announced the results of a positive Preliminary Economic Assessment (“PEA”) for the
Auld Creek Gold-Antimony Project in Reefton indicating:
 After-Tax NPV
5%
of US$42 million at US$3,300/oz gold and US$27,000/t
antimony, IRR of 17% with payback achieved in 3.3 years
 Upside case at US$4,700/oz gold increases After-Tax NPV
5%
to US$113 million,
IRR of 36% with payback achieved in 2.2 years
 Initial capital expenditures of US$133 million
 Cash costs of US$1,400/oz gold and All-In Sustaining Costs (“AISC”) of
US$1,850/oz
o Strong drilling progress on the 19,000-meter drill campaign with 4 drill rigs turning at the
Reefton Project, providing strong evidence for expansion of the gold-antimony
resource:
 ACDDH064 intercepted mineralization 400m north of the resource envelope,
confirming surface extension beyond 1,060 meters (previously 870m length).
 ACDDH065 intercepted mineralization 550m downhole, demonstrating
continuity to 540m below surface (previously 300m depth).
 These results, and the remainder of the 19,000-meter drill campaign will be
incorporated into the PFS targeted for Q4 2026.

• Glamorgan Project
o Filed a Technical Report on the 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 Completion of all required ecological studies on the proposed drill pads across the
Glamorgan project confirming no endangered species present.
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.

FINANCINGS

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.


1
For the 43-101 Reefton Technical Report, the AuEq calculation was made using a gold price of $US3,000 per ounce and an antimony price of
$US25,000 per tonne. Total gravity/float recoveries of 97% for gold and 85% for antimony were used to calculate the Equivalency Factor at 2.15 for
AuEq.

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
4
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.

The Company filed Technical Reports for its Reefton Project in March 2026. The MRE for the Reefton
Project included in the Reefton Technical Report provides a strong starter resource to initiate the mine
permitting process in New Zealand via the Fast-track process on its Auld Creek target while providing the
foundation for technical and economic studies. An aggressive 19,000-meter drill program is underway
with 4 drill rigs currently in operation, focused on expanding the MRE northwards and at depth.

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.

In April 2026, the Company submitted its Fast-Track Referral application for the Auld Creek Project in
the Reefton Goldfield, marking a key milestone in the Company’s transition from explorer to mine

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
5
developer. If successful, the ability to utilize the Fast-Track process has the potential to significantly
accelerate development timelines and streamline permitting for the Auld Creek Project. A decision on
the application is anticipated by July 2026. Subject to a successful referral application, the Company is
targeting submission of the Fast-Track mining permit application by the end of 2026.

In May 2026, the Company announced a positive PEA for the Auld Creek Gold-Antimony Project,
highlighting strong economics from a high-grade, shallow underground operation with significant growth
potential. The study outlines an after-tax NPV
5%
of US$42 million and a 17% IRR at a gold price of
US$3,300/oz, increasing to US$113 million NPV
5%
and a 36% IRR at a spot gold price of US$4,700/oz. The
project is expected to produce approximately 147,000 gold-equivalent ounces over a 5.5-year mine life
using a simple flotation process to produce gold and antimony concentrates without cyanide. The
project has scalability, exploration upside, and close proximity to established infrastructure making it
an ideal starter mine. The Company is continuing to refine the studies on the Auld Creek project,
targeting a Pre-Feasibility Study by Q4 2026.

Glamorgan Project
The Glamorgan Project is located within the Hauraki Goldfields on New Zealand’s North Island. Covering
an area of approximately 15,000 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.

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
6
SELECTED FINANCIAL INFORMATION

The following table summarizes information regarding the Company’s operations for the three months
ended March 31, 2026 and 2025:


Three months ended March 31,

2026
(unaudited)
2025
(unaudited)
Operating expenses

Exploration and evaluation $ 3,531,282 $ 2,118,569
Share-based payments 618,698 341,143
Marketing expense 259,673 300,167
Regulatory and filing 252,415 17,563
Professional fees 143,604 54,050
Salaries and wages 114,881 105,183
Depreciation 72,241 11,437
Office and administration 67,823 23,233
(5,060,617) (2,971,345)

Change in fair value of investment (150,967) (140,294)
Interest income 192,980 9,009
Other expense (26,799) (1,328)
Net loss for the period $ (5,045,403) $ (3,103,958)

The following table summarizes information regarding the Company’s exploration and evaluation
expenditures for the three months ended March 31, 2026 and 2025:

Three months ended March 31,
2026 2025
Drilling $ 1,815,364 $ 1,288,755
Mine Studies 481,775 -
Salaries 338,721 197,395
Administration and office expenses 276,638 157,393
Field expenses 270,222 207,414
Consultants 263,305 199,331
Permits 85,257 68,281
$ 3,531,282 $ 2,118,569

SUMMARY OF QUARTERLY RESULTS

For the three months ended
Mar 31, 2026 Dec 31, 2025 Sept 30, 2025 Jun 30, 2025
Exploration and evaluation
expenditures $ 3,531,282 $ 2,764,413 $ 2,360,578 $ 2,040,994
Net loss $ (5,045,403) $ (4,435,662) $ (2,740,119) $ (3,078,161)
Basic and diluted loss per share $ (0.05) $ (0.05) $ (0.03) $ (0.05)
For the three months ended
Mar 31, 2025 Dec 31, 2024 Sept 30, 2024 Jun 30, 2024
Exploration and evaluation
expenditures $ 2,118,569 $ 16,757,576 $ 1,272,754 $ 597,989
Net loss $ (3,103,958) $ (19,291,796) $ (2,365,780) $ (1,651,570)
Basic and diluted loss per share $ (0.05) $ (0.43) $ (0.06) $ (0.05)

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
7
DISCUSSION OF OPERATIONS

During the three months ended March 31, 2026, the Company incurred a net loss of $5,045,403 (2025 -
$3,103,958). Included in the net loss was exploration and evaluation expenses of $3,531,282 (2025 -
$2,118,569). The increase in exploration and evaluation expenditures to $3,531,282 (2025 - $2,118,569)
is due to the Company’s aggressive drill program and increased permitting-related activities, leading to
the submission of the Fast Track Referral application of the Auld Creek Project.

The Company recognized share-based compensation expense of $618,698 (2025 - $341,143) for the
three months ended March 31, 2026, relating to the vesting of the share options and DSUs granted in
prior periods.

The Company incurred marketing costs of $259,673 (2025 - $300,167) for the three months ended March
31, 2025 primarily related to conference attendance and travel costs, market maker and website support
services. The Company spent less on marketing in the current period, compared to the same period in
the previous year, in order to allocate more funds to exploration activities.

Regulatory and filing expenses of $252,415 (2025 - $17,563) were also higher than in the prior year due
to the Company’s uplift to the TSX and listing on the NZX.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

As of March 31, 2026, the Company had cash of $36,089,271 (December 31, 2025 - $8,544,475) and
working capital of $36,003,020 (December 31, 2024 – $8,922,766).

Gross proceeds from the January 2026 Offering were $33,000,719, net of share issuance costs of
$1,834,415. Gross proceeds from the February 2025 Offering were $5,750,046, net of share issuance
costs of $489,271.

During the three months ended March 31, 2026, the Company received $357,086 (2025 - $nil) from the
exercise of warrants.

Cash used in operating activities for the three months ended March 31, 2026 was $4,366,416 (2025 –
$2,737,309), which was higher than the prior period due to Company ramping up its exploration activities
on the Reefton Project.

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 February 2025 Offering 5,105,043 5,260,775
Net proceeds from June 2025 Offering 12,712,020 12,712,020
Net proceeds from January 2026 Offering 31,166,304 31,166,304
Total net proceeds $ 48,983,367 $ 49,139,099
Exploration of the Reefton Project, Glamorgan Project and general
corporate and working capital 48,983,367 13,508,873
Remaining in treasury - 35,630,226
Total net proceeds $ 48,983,367 $ 49,139,099

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.

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
8
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 transitioned from exploration through to permitting in Q1 2026. The Company
published an updated NI 43-101 Technical Report in March 2026, establishing a baseline resource and
supporting further growth. Permitting activities are underway, and the Fast-Track Referral application
was submitted in April 2026 and a regulatory decision is 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 114,934,427
Options 7,686,002
Warrants 1,517,633
Deferred Share Units 1,432,025

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:

Three months ended March 31,
2026 2025
Share-options granted $ 401,643 $ 234,449
Salaries and wages 173,338 159,712
DSUs granted 98,752 79,453
Administrative and consulting fees 7,200 27,000
$ 680,933 $ 500,614

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.

Administrative and consulting fees 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,

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
9
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 March 31, 2026, there was $nil (December 31, 2025 - $489,080) payable to officers 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 March 31, 2026 and December 31, 2025, 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, 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 March 31, 2026 the

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
10
Company had a cash balance of $35,630,226 (December 31, 2025 – $8,544,475) to cover its
accounts payable and accrued liabilities of $1,520,508 (December 31, 2025 – $1,427,977). 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
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

RUA GOLD INC.
Management’s Discussion and Analysis
For the three months ended March 31, 2026 and 2025
(Expressed in Canadian Dollars, except where noted)
11
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
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.

---

LEGAL_49531135.1
1
Form 52-109F2 – IPO/RTO
Certification of Interim Filings Following
an Initial Public Offering, Reverse Takeover or
Becoming a Non-Venture Issuer

I, Robert Eckford, Chief Executive Officer of Rua Gold Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim
filings”) of Rua Gold Inc. (the “issuer”) for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
interim 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, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information included in the interim 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 interim filings.

Date: May 13, 2026

“Robert Eckford”
Robert Eckford
Chief Executive Officer

NOTE TO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure
in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO 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 an issuer to design and implement on a
cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following

• completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;
• completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
• the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of 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 52-109F2 – IPO/RTO
Certification of Interim Filings Following
an Initial Public Offering, Reverse Takeover or
Becoming a Non-Venture Issuer

I, Zeenat Lokhandwala, Chief Financial Officer of Rua Gold Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim
filings”) of Rua Gold Inc. (the “issuer”) for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the
interim 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, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim
financial report together with the other financial information included in the interim 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 interim filings.

Date: May 13, 2026

“Zeenat Lokhandwala”
Zeenat Lokhandwala
Chief Financial Officer

NOTE TO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure
in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO 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 an issuer to design and implement on a
cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following

• completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;
• completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
• the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of 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.