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Vancouver, British Columbia – TheNewswire - August 28, 2023 –Rackla Metals Inc. (TSXV:RAK) (“ Rackla ” or the“ Company ”) is pleased to announce that it has entered into a letteragreement with 3L Capital Inc. and Canaccord Genuity Corp., as co-leadagents and co-bookrunners (together, the “ Agents ”), to sell,on a “best efforts” agency basis, up to$3,000,000 in equity securities of the Company consisting of acombination of (a) units of the Company(“ Flow-ThroughUnits ”) at a price of $0.275 per Flow-ThroughUnit, with each Flow-Through Unit consisting of one common share inthe capital of the Company (a “ Common Share ”) that will qualify as a“flow-through share” (within the meaning of subsection 66(15) ofthe Income TaxAct (Canada) and one Common Share purchasewarrant of the Company (a “ Warrant ”); and (b) units of the Company(“ Hard Units ” and,together with the Flow-Through Units, the “ Offered Securities ”) at a price of $0.25 per Hard Unit, with each Hard Unitconsisting of one Common Share and one Warrant (the “ Offering ”). Each Warrant will entitle theholder to acquire one additional Common Share at a price of $0.40 fora period of two years following the Closing Date (as defined herein). A minimum of $500,000 will be raised from thesale of Hard Units .
The net proceeds received by the Company from the saleof the Flow-Through Units will be used to incur eligible “Canadianexploration expenses” (“ CEE ”) that qualify as Canadian explorationexpenses and “flow-through mining expenditures” for purposes ofthe Income TaxAct (Canada) on or before December 31, 2024 (orsuch other period as may be permissible under applicable taxlegislation) and which will be renounced in favour of the purchasersof Flow-Through Units with an effective date of no later than December31, 2023.
It is expected that the net proceeds of the sale of theHard Units will be used for further exploration and development of theCompany’s Astro Plutonic Complex properties (including the Astro,Hit and SER projects) and for working capital and general corporatepurposes.
The closing of the Offering, which is expected to take place on or about September 14,2023 (the “ ClosingDate ”) , is subject to receipt of all necessary regulatory approvals,including the approval of the TSX Venture Exchange. The OfferedSecurities will be subject to a statutory hold period of four monthsand one day from the Closing Date in accordance with applicablesecurities laws.
The Offered Securities will be offered for sale topurchasers in all of the provinces of Canada pursuant to applicableprivate placement exemptions, such offshore jurisdictions as may beagreed to between the Company and the Agents, and in the United States ona private placement basis only under Regulation D, Rule 144A orRegulation S of the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), or other availableregistration exemptions in the United States.
This news release does not constitutean offer to sell or a solicitation of an offer to buy any of theOffered Securities in the United States. The Offered Securities havenot been and will not be registered under the U.S. Securities Act orany state securities laws and may not be offered or soldwithin theUnited States or to U.S. Persons unless registered under the U.S. Securities Act andapplicable state securities laws or an exemption from suchregistration is available.
About Rackla
Rackla Metals Inc. (TSXV: RAK) is a Vancouver, Canadabased junior gold exploration company. The Company is targeting RiRGS(Reduced-intrusion Related Gold System) mineralization on thesoutheastern part of the Tombstone Gold Belt in eastern Yukon andwestern Northwest Territories. Management believes that this area,which is underexplored for RiRGS deposit types, has the potential tobe the next frontier for their discovery.
ON BEHALF OF THE BOARD
Simon Ridgway,
CEO and Director
Tel: (604) 801-5432; Fax: (604) 662-8829
Email: info@goldgroup.com
Website: www.racklametals.com
Neither the TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accept responsibility for the adequacy or accuracyof this press release.
Forward-Looking Information
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-lookingstatements and include, without limitation, statements about theOffering; the receipt of regulatory and other approvals for theOffering; the use of proceeds from the Offering; the ability of theCompany to incur CEE with the gross proceeds of the sale of theFlow-Through Units; the expected closing of the Offering, includingthe date thereof; the Company’s continued exploration anddevelopment of its mineral properties; and general business andeconomic conditions. Often, but not always, these forward lookingstatements 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”, orstatements 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, changes in generaleconomic conditions and financial markets; the Company or any jointventure partner not having the financial ability to meet itsexploration and development goals; risks associated with the resultsof exploration and development activities, estimation of mineralresources and the geology, grade and continuity of mineral deposits;unanticipated costs and expenses; and such other risks detailed fromtime to time in the Company’s quarterly and annual filings withsecurities regulators and available under the Company’s profile onSEDAR+ at www.sedarplus.ca. 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 theCompany’s stated goals and planned exploration activities at itsproperties will be achieved; that there will be no material adverse changeaffecting the Company, its properties or its securities; and suchother assumptions as set out herein. Forward-looking statements aremade as of the date hereof and the Company disclaims any obligation toupdate any forward-looking statements, whether as a result of newinformation, future events or results or otherwise, except as requiredby law. There can be no assurance that forward-looking statements willprove to be accurate, as actual results and future events could differmaterially from those anticipated in such statements. Accordingly,investors should not place undue reliance on forward-lookingstatements.
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