Rackla Metals completes $1.75 million Charity Flow-Through tranche of Private Placement Financing

May 30, 2024

(TheNewswire)

Vancouver, British Columbia – TheNewswire – May 30, 2024 – Rackla Metals Inc. (TSXV: RAK) (the “ Company ”) is pleased to announce the closing of a first tranche of its previously announced private placement financing. The Company has issued 8,333,333 charity flow-through units at a price of $0.21 per unit, for proceeds of $1.75 million.

Each unit consists of one common share of the Company and one warrant which entitles the holder to purchase one additional common share of the C ompany at a price of $0.20 until May 30, 2025. Each common share qualifies as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). The securities issued are subject to a resale restriction until October 1, 2024. This tranche of the financing remains subject to the final approval of the TSX Venture Exchange.

The proceeds received by the Company from this tranche of the financing will be used to incur eligible “Canadian exploration expenses” that qualify as Canadian exploration expenses and “flow-through mining expenditures” for the purposes of the Income Tax Act (Canada) on or before December 31, 2025 (or such other period as may be permissible under applicable tax legislation). Such proceeds will be renounced in favour of the purchasers with an effective date of not later than December 31, 2024, in the aggregate amount of not less than the total amount of the gross proceeds raised under the FT Offering and CFT Offering.

Management proposes to use the proceeds of this tranche of the financing for conducting exploration and drilling on the Company’s Tombstone Gold Belt properties within the Selwyn Basin in the coming year.

The Company expects to close the regular FT and HD tranches of the financing next week. Due to significant interest, the total to be raised in the financing has been increased to $4.65 million.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Securities in the United States or the U.S. persons. The Offered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Rackla

Rackla Metals Inc. (TSX-V: RAK) is a Vancouver, Canada based junior gold exploration company. The Company is targeting Reduced Intrusion-Related Gold Systems (RIRGS) mineralization on the southeastern part of the Tombstone Gold Belt in eastern Yukon and western Northwest Territories. Management believes that this area, which is underexplored for RIRGS deposit types, has the potential to be the next frontier for their discovery.

ON BEHALF OF THE BOARD

Simon Ridgway,
CEO and Director

Tel: (604) 8 01-5432; Fax: (604) 662-8829
Email: info@goldgroup.com
Website: www.racklametals.com

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

Forward-Looking Information

Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward- looking statements and include, without limitation, statements about the financing; the receipt of TSX Venture Exchange final approval of the financing; the use of proceeds from the financing; the ability of the Company to incur Canadian exploration expenses with the proceeds from the financing; the expected closing of the final tranche of the financing; the Company’s future exploration activities; and general business and economic conditions. Often, but not always, these forward looking statements can be identified by the use of words such as “estimate”, “estimates”, “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “upgraded”, “offset”, “limited”, “contained”, “reflecting”, “containing”, “remaining”, “to be”, “periodically”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, whether final stock exchange approval to the financing will be obtained and the final tranche of the financing will be completed as planned; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; and such other risks detailed from time to time in the Company’s quarterly and annual filings with securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca . Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that final stock exchange approval to the financing will be obtained and that the final tranche of the financing will be completed as planned; that the Company’s stated goals and planned exploration activities at its properties will be achieved; that there will be no material adverse change affecting the Company, its properties or its securities; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.

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