Rackla Metals Completes Private Placement Financing, Raising $3.44 Million

(TheNewswire)

Vancouver, British Columbia –May 25, 2026 – TheNewswire – Rackla Metals Inc. (TSX-V: RAK) (the “Company”) ispleased to report that it has closed its previously announcednon-brokered private placement financing (the “Offering”), raisingtotal gross proceeds of $3.44 million with the issuance of 16.0million charity flow-through units (the “CFT Units”)at a price of $0.215 per unit.

Each CFT Unit consists of one charity flow-throughcommon share in the capital of the Company (each, a “Common Share”) thatwill qualify as a “flow-through share” within the meaning ofsubsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) (each, a“CFT Share”) and one-half of one common share purchase warrant (eachwhole warrant, a “Warrant”). Each Warrant entitles the holderthereof to acquire one non-flow-through Common Share (each, a“Warrant Share”) at an exercise price of $0.20 per Warrant Share for aperiod of 12 months following the closing of theOffering.

The gross proceeds from the sale of the CFT Shares willbe used by the Company to incur eligible “Canadian explorationexpenses” that qualify as “flow-through mining expenditures” forthe purposes of the Tax Act on or before December 31, 2027.  Suchgross proceeds will be renounced in favour of the purchasers with aneffective date of not later than December 31, 2026, in an aggregateamount equal to the total amount of the gross proceeds from the saleof CFT Shares under the Offering.

Management currently intends to use the proceeds of theOffering primarily for conducting exploration and drilling on theCompany’s Lentung tungsten property located within the TombstoneGold Belt in western Northwest Territories, Canada, and potentiallyfor advancing the Company’s other properties in the region.

The Company has paid finder’s fees for a portion ofthe Offering consisting of cash payments totalling $139,329, andnon-transferable warrants entitling the holders to purchase up to928,856 Common Shares exercisable at a price of $0.215 per share for aperiod of 12 months following the closing of the Offering.  

The securities issued to the placees pursuant to theOffering are not subject to resale restrictions pursuant to applicableCanadian securities laws.  Any Common Shares acquired on exercise ofthe finder’s fee warrants have a resale restriction until September23, 2026. The Offering is subject to the finalapproval of the TSX Venture Exchange.

As one of the placees is an insider of the Company andtherefore deemed to be a “related party” to the Company, theOffering constitutes a “related party transaction” within themeaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument61-101 Protection of Minority Security Holders in Special Transactions(“MI 61-101”). The Company has relied on exemptions from theformal valuation and minority shareholder approval requirements ofMI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101,respectively, as neither the fair market value of any securities issued to northe consideration paid by such insider exceeds 25% of the Company’smarket capitalization.

About Rackla

Rackla Metals Inc. (TSX-V: RAK) is a Vancouver, Canadabased junior exploration company.  The Company is targeting tungsten,gold and rare earth minerals in the southeastern part of the TombstoneGold-Tungsten Belt in eastern Yukon and western Northwest Territories. This region is known to host world-class gold and tungsten deposits.

ON BEHALF OF THE BOARD

Simon Ridgway,

CEO and Director

Tel: (604) 801-5432; Fax: (604) 662-8829
Email: info@racklametals.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, receipt of stock exchange final approval of the Offering;the anticipated use of the proceeds from the Offering; the ability ofthe Company to incur Canadian exploration expenses with the proceedsfrom the Offering; the Company’s future exploration activities; andgeneral business and economic conditions. Often, but not always, theseforward looking statements can be identified by the use of words suchas “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 final approval tothe Offering will be obtained; whether the proceeds from the Offering will bespent as anticipated; changes in general economic conditions andfinancial markets; the Company or any joint venture partner not havingthe financial ability to meet its exploration and development goals;risks associated with the results of exploration and developmentactivities, estimation of mineral resources and the geology, grade andcontinuity of mineral deposits; unanticipated costs and expenses; andsuch other risks detailed from time to time in the Company’squarterly and annual filings with securities regulators and availableunder the Company’s profile on SEDAR+ 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 stock exchange final approval to theOffering will be obtained; that the Company’s stated goals and planned exploration activitiesat its properties will be achieved; that there will be no materialadverse change affecting the Company, its properties or itssecurities; assumptions about future prices of gold and other metalprices; and such other assumptions as set out herein. Forward-lookingstatements are made as of thedate hereof and the Company disclaims any obligation to update anyforward-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 proveto 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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