(TheNewswire)
NOT FORDISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR RELEASE,PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY,IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
V ancouver, British Columbia –April 30, 2024 – TheNewswire – Rackla Metals Inc. (TSX-V: RAK) (the “ Company ”) ispleased to announce that it proposes to complete a non-brokeredprivate placement financing to raise total gross proceeds of up to$4.0 million (the “ Offering ”). The Offering will be acombination of a hard-dollar unit offering (the “ HD Offering ”) at aprice of $0.15 per unit, a flow-through unit offering (the“ FT Offering ”) at a price of $0.17 per unit, and a charity flow-throughunit offering (the “ CFTOffering ) at a price of $0.21 per unit.
Each unit will consist of one common share of theCompany and one warrant, and each warrant will entitle the holder topurchase one additional common share of the Company at a price of$0.20 for one year following the closing of the Offering. Eachcommon share to be issued in the FT Offering and CFT Offering willqualify as a “flow-through share” (within the meaning ofsubsection 66(15) of the Income Tax Act (Canada)).
The gross proceeds received by the Company under the FTOffering and CFT Offering will be used to incur eligible “Canadianexploration expenses” that qualify as Canadian exploration expensesand “flow-through mining expenditures” for the purposes of the Income Tax Act (Canada) on or before December 31, 2025 (or such otherperiod as may be permissible under applicable tax legislation). Suchgross proceeds will be renounced in favour of the purchasers under theFT Offering and CFT Offering with an effective date of not later thanDecember 31, 2024, in the aggregate amount of not less than the totalamount of the gross proceeds raised under the FT Offering and CFTOffering.
Management proposes to use the proceeds of the Offeringfor conducting exploration and drilling on the Company’s TombstoneGold Belt properties within the Selwyn Basin in the coming year, andfor continuing investigations of additional mineral properties foracquisition. As well, proceeds from the HD Offering may be used forgeneral working capital and corporate purposes.
The closing of the Offering is subject to receipt ofapproval of the TSX Venture Exchange.
The securities to be offeredpursuant to the Offering 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 States or to, or for the account or benefit of, United Statespersons absent registration or any applicable exemption from theregistration requirements of the U.S. Securities Act and applicableU.S. state securities laws. This news release shall not constitute anoffer to sell or the solicitation of an offer to buy securities in theUnited States, nor shall there be any sale of these securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful.
About Rackla
Rackla Metals Inc. (TSX-V: RAK) is a Vancouver, Canadabased junior gold exploration company. The Company is targetingReduced Intrusion-Related Gold Systems (RIRGS) 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 norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accept responsibility for theadequacy or accuracy of this news 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 Canadian exploration expenses with the gross proceedsfrom the FT Offering and CFT Offering; the expected closing of theOffering; the Company’s future exploration activities; and generalbusiness and economic conditions. Often, but not always, these forwardlooking 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”, 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, whether stock exchange approval to theOffering will be obtained and the Offering will be completed asplanned; 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 . Althoughthe Company has attempted to identify important factors that couldcause actual actions, events or results to differ materially fromthose described in forward-looking statements, there may be otherfactors that cause actions, events or results to differ from thoseanticipated, estimated or intended.
Forward-looking statements containedherein are based on the assumptions, beliefs, expectations andopinions of management, including but not limited to: that stock exchange approval to theOffering will be obtained and that the Offering will be completed asplanned; t hat the Company’sstated goals and planned exploration activities at its properties will be achieved; thatthere will be no material adverse change affecting the Company, itsproperties or its securities; and such other assumptions as set outherein. Forward-looking statements are made as of the date hereof andthe Company disclaims any obligation to update any forward-lookingstatements, whether as a result of new information, future events orresults or otherwise, except as required by law. There can be noassurance that forward-looking statements will prove to be accurate,as actual results 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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