(TheNewswire)
Vancouver, British Columbia – TheNewswire - December 8, 2022 –Rackla Metals Inc. (TSXV:RAK) (the “ Company ”) ispleased to announce that in connection with its previously announcednon-brokered private placement (the “ Offering ”), theCompany has increased the size of the Offering to a minimum of$2,850,000 and has amended the terms of the Offering to constitute aflow through offering. The Company will now issue a minimum of10,000,000 flow-through Units at a price of $0.285 per Unit. EachUnit will consist of one common share and one-half warrant. Eachwhole warrant will entitle the holder to purchase one additionalcommon share of the Company at $0.35 for two years from the closingdate of the financing. All amounts herein are expressed in Canadiandollars.
Sprott Capital Partners LP will act on behalf of theCompany to arrange the flow through offering, on the basis that theCompany has arranged substituted purchasers to purchase the Units at aprice of $0.20 per Unit.
The private placement is subject to acceptance forfiling by the TSX Venture Exchange.
The Company intends to use the net proceeds from theOffering to fund conducting exploration and drilling on theCompany’s Tombstone Gold Belt properties within the Selwyn Basin inthe coming year, and for continuing investigations of additionalmineral properties for acquisition. The gross proceeds received by theCompany from the sale of the Units will be used to incur CanadianExploration Expenses that are “flow-through mining expenditures”(as such terms are defined in the Income Tax Act (Canada)). Suchgross proceeds will be renounced to the Unit buyers with an effectivedate not later than December 31, 2022, in the aggregate amount of notless than the total amount of the gross proceeds raised from the issueof the Units.
The securities to be offeredpursuant to the financing have not been, and will not be, registeredunder the U.S. Securities Act of 1933, as amended (the" U.S.Securities Act ") or anyU.S. state securities laws, and may not be offered or sold in theUnited S tates or to, or forthe account or benefit of, United States persons absent registrationor any applicable exemption from the registration requirements of theU.S. Securities Act and applicable U.S. state securities laws. Thisnews release shall not constitute an offer to sell or the solicitationof an offer to buy securities in the United States, nor shall there beany sale of these securities in any jurisdiction in which such offer,solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD
Simon Ridgway,
CEO and Director
Tel: (604) 801-5432; Fax: (604) 662-8829
Website: www.racklametals.com
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accept responsibility for theadequacy or accuracy of this press release.
Forward-LookingInformation
Certain statements contained in thisnews release constitute forward-looking statements within the meaningof Canadian securities legislation. All statements included herein,other than statements of historical fact, are forward-looking statements and include,without limitation, statements about the Company’s proposed financing, and future explorationactivities. Often, but not always, these forward looking statementscan be identified by the use of words such as “estimate”, “estimates”,“estimated”, “potential”, “open”, “future”,“assumed”, “projected”, “used”, “detailed”, “hasbeen”, “gain”, “upgraded”, “offset”, “limited”,“contained”, “reflecting”, “containing”, “remaining”,“to be”, “periodically”, or statements that events, “could” or “should” occur or beachieved and similar expressions, including negativevariations.
Forward-looking statements involveknown and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Companyto be materially different from any results, performance orachievements expressed or implied by forward-looking statements. Suchuncertainties and factors include, among others, whether stockexchange approval to the financing will be obtained and the financingwill be completed as planned; changes in general economic conditionsand financial markets; the Company or any joint venture partner nothaving the financial ability to meet its exploration and developmentgoals; risks associated with the results of exploration anddevelopment activities, estimation of mineral resources and thegeology, grade and continuity of mineral deposits; unanticipated costsand expenses; and such other risks detailed from time to time in the Company’s quarterly and annual filings withsecurities regulators and available under the Company’s profile on SEDAR at www.sedar.com. Although the Company has attempted toidentify important factors that could cause actual actions, events orresults to differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events orresults to differ from those anticipated, estimated orintended.
Forward-looking statements containedherein are based on the assumptions, beliefs, expectations andopinions of management, including but not limited to: that stockexchange approval to the financing will be obtained and that thefinancing will be completed as planned; that the Company’s stated goals and planned explorationactivities at its properties will be achieved; that there will be nomaterial adverse change affecting the Company or its properties; andsuch other assumptions as set out herein. Forward-looking statementsare made as of the date hereof and the Company disclaims anyobligation to update any forward-looking statements, whether as aresult of new information, future events or results or otherwise,except as required by law. There can be no assurance thatforward-looking statements will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated in such statements. Accordingly, investors should notplace undue reliance on forward-looking statements.
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