Calgary, Alberta--(Newsfile Corp. - February 4, 2026) - Rumbu Holdings Ltd. (TSXV: RMB) ("Rumbu" or the "Company") announces that it is proceeding with its previously announced non-brokered private placement (the "Private Placement") of up to 2,000,000 Units, with each Unit comprised of one (1) Common Share and one (1) Common Share Purchase Warrant ("Warrant"). Each Unit is priced at $1.00 per Unit for aggregate gross proceeds of $2,000,000 and each Warrant will be exercisable to acquire one (1) Common Share for a period of twelve (12) months following the Closing Date of the Private Placement at an exercise price of $1.40 per Common Share.

The Units will be offered for sale pursuant to the Listed Issuer Financing Exemption ("LIFE") under Part 5A of National Instrument 45-106 - Prospectus Exemptions. Securities issued under the LIFE exemption will not be subject to a hold period under applicable Canadian securities laws. The Company advises that the LIFE Offering Document related to the Private Placement was filed on SEDAR+ yesterday and subsequently amended and filed on SEDAR+ today. Existing Shareholders and potential investors in the Private Placement can access the Offering Document under the Company's Issuer Profile on SEDAR+ at www.sedarplus.ca. The Offering Document contains the Subscription Agreement for the Private Placement and any investor wishing to participate in the Private Placement can complete the Subscription Agreement and return it with subscription funds to the Company.

The Company also advises that it received conditional acceptance from the TSX Venture Exchange ("TSXV") to the Private Placement. Closing of the Private Placement is subject to several conditions, including receipt of all necessary corporate and regulatory approvals and final approval of the TSXV. This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States.

The Company anticipates closing the Private Placement on or around February 27, 2026 or such other date as the Company may determine. The Company may pay 6% cash and 6% Warrants to registered dealers or finders in accordance with the policies of the TSXV.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary and Forward-Looking Statements

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable laws.

The Securities of Rumbu being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent, U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

This news release is not for distribution to United States newswire services or dissemination in the United States.

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