(TheNewswire)
Vancouver, British Columbia – TheNewswire - September 19, 2023 –Rackla Metals Inc. (TSXV:RAK) (“ Rackla ” or the“ Company ”) is pleased to announce the closing of its previouslyannounced private placement financing for aggregate gross proceeds ofC$2,786,475 (the “ Offering ”). Under the Offering, the Companysold 5,769,000 flow-through units of the Company(each, a “ Flow-ThroughUnit ”) and 4,800,000 non-flow-through units of the Company (each, a“ Hard Unit ”, and together with the Flow-Through Units, the“ OfferedSecurities ”).
Each Flow-Through Unit consists of one common share ofthe Company (each, a “ CommonShare ”) that willqualify as a “flow-through share” within the meaning of subsection66(15) of the Income Tax Act(Canada ) and one Common Share purchase warrantof the Company (each, a “ Warrant ”). Each Hard Unit consists of oneCommon Share and one Warrant. Each Warrant will entitle the holder toacquire one additional Common Share (each, a “ Warrant Share ”) ata price of C$0.40 per Warrant Share at any time on or before September19, 2025.
3L Capital Inc. and Canaccord Genuity Corp acted asco-lead agents and co-bookrunners (together, the “ Agents ”). Asconsideration for acting as Agents, the Company paid to the Agents acash fee of C$122,628.50 (the “ Agents’ Fee ”) equal to 6.0% (or 2.0% forthose subscribers listed on the “president’s list” (the“ President’s ListSubscribers ”)) of the gross proceeds receivedby the Company from the sale of the Offered Securities. In addition tothe Agents’ Fee, the Company also granted to the Agents456,140 compensation options (each, a“ CompensationOption ”), entitling the Agents to subscribefor that number of Hard Units (each, a “ Compensation Hard Unit ”) equal to 6.0% (or 2.0% in the case of sales toPresident’s List Subscribers) of the aggregate number of OfferedSecurities sold under the Offering, with each Compensation Hard Unitconsisting of one Common Share (each, a “ Compensation Share ”) and one Warrant. Subject to regulatory approval, eachCompensation Option will be exercisable to acquire one CompensationHard Unit of the Company at a price of C$0.25 at any time on or beforeSeptember 19, 2025. Notwithstanding the foregoing, no Agents’ Feewas paid or Compensation Options were issued to the Agents in respectof a C$230,000 subscription for Offered Securities from one of thePresident’s List Subscribers.
The gross proceeds received by the Company from thesale of the Flow-Through Units will be used to incur eligible“Canadian exploration expenses” (“ CEE ”) that qualifyas Canadian exploration expenses and “flow-through miningexpenditures” for purposes of the Income Tax Act (Canada) (the “ Qualifying Expenditures ”) on or beforeDecember 31, 2024 (or such other period as may be permissible underapplicable tax legislation) and which will be renounced in favour ofthe purchasers of Flow-Through Units with an effective date of nolater than December 31, 2023, in the aggregate amount of not less thanthe total amount of gross proceeds raised from the issue ofFlow-Through Units.
It is expected that the net proceeds of the Offeringwill 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 Offering remains subject to the final approval ofthe TSX Venture Exchange. The Offered Securities will be subject to astatutory hold period of four months and one day from closing of theOffering in accordance with applicable securities laws.
The Offered Securities were sold to purchasers: (i) inBritish Columbia and Ontario pursuant to applicable private placementexemptions; (ii) in the United States or that are U.S. persons on aprivate placement basis pursuant to exemptions from the registrationrequirements of the United States Securities Actof 1933, as amended (the “ U.S. Securities Act ”), and applicable statesecurities laws; and (iii) in certain offshore jurisdictions on aprivate placement basis.
This press release does not constitute an offer to sellor a solicitation of an offer to buy any of the Offered Securities inthe United States or the U.S. persons. The Offered Securities have notbeen and will not be registered under the U.S. Securities Act or anystate securities laws and may not be offered or sold within the UnitedStates or to U.S. Persons unless registered under the U.S. SecuritiesAct and applicable 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 LookingInformation
Certain statements contained in thispress release constitute forward-looking statements within the meaningof applicable Canadian securities legislation. All statements includedherein, 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 proceeds of the sale of the Flow-ThroughUnits, the Company’s continued exploration and development of itsmineral properties and the timing to renounce all QualifyingExpenditures in favour of the subscribers of Flow-Through Units; andgeneral business and economic conditions. Forward-looking statementsor forward-looking information relate to future events and futureperformance and include statements regarding the expectations andbeliefs of management based on information currently available to theCompany. Often, but not always, these forward looking statements canbe 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 thatevents, “could” or “should” occur or be achieved and similarexpressions, including negative variations.
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 adversechange affecting the Company, its properties or its securities; 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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