Rackla Metals Completes Private Placement Financing, Raising $3.44 Million

13:00 Uhr  |  The Newswire

Vancouver - Rackla Metals Inc. (TSX-V: RAK) (the "Company") is pleased to report that it has closed its previously announced non-brokered private placement financing (the "Offering"), raising total gross proceeds of $3.44 million with the issuance of 16.0 million charity flow-through units (the "CFT Units") at a price of $0.215 per unit.

Each CFT Unit consists of one charity flow-through common share in the capital of the Company (each, a "Common Share") that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") (each, a "CFT Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one non-flow-through Common Share (each, a "Warrant Share") at an exercise price of $0.20 per Warrant Share for a period of 12 months following the closing of the Offering.

The gross proceeds from the sale of the CFT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" for the purposes of the Tax Act on or before December 31, 2027. Such gross proceeds will be renounced in favour of the purchasers with an effective date of not later than December 31, 2026, in an aggregate amount equal to the total amount of the gross proceeds from the sale of CFT Shares under the Offering.

Management currently intends to use the proceeds of the Offering primarily for conducting exploration and drilling on the Company's Lentung tungsten property located within the Tombstone Gold Belt in western Northwest Territories, Canada, and potentially for advancing the Company's other properties in the region.

The Company has paid finder's fees for a portion of the Offering consisting of cash payments totalling $139,329, and non-transferable warrants entitling the holders to purchase up to 928,856 Common Shares exercisable at a price of $0.215 per share for a period of 12 months following the closing of the Offering.

The securities issued to the placees pursuant to the Offering are not subject to resale restrictions pursuant to applicable Canadian securities laws. Any Common Shares acquired on exercise of the finder's fee warrants have a resale restriction until September 23, 2026. The Offering is subject to the final approval of the TSX Venture Exchange.

As one of the placees is an insider of the Company and therefore deemed to be a "related party" to the Company, the Offering constitutes a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 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 nor the consideration paid by such insider exceeds 25% of the Company's market capitalization.

About Rackla

Rackla Metals Inc. (TSX-V: RAK) is a Vancouver, Canada based junior exploration company. The Company is targeting tungsten, gold and rare earth minerals in the southeastern part of the Tombstone Gold-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 nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this news release.

Forward-Looking Information

Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward- looking statements and include, without limitation, statements about the Offering, receipt of stock exchange final approval of the Offering; the anticipated use of the proceeds from the Offering; the ability of the Company to incur Canadian exploration expenses with the proceeds from the Offering; the Company's future exploration activities; and general business and economic conditions. Often, but not always, these forward looking 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", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, whether stock exchange final approval to the Offering will be obtained; whether the proceeds from the Offering will be spent as anticipated; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that stock exchange final approval to the Offering will be obtained; that the Company's stated goals and planned exploration activities at its properties will be achieved; that there will be no material adverse change affecting the Company, its properties or its securities; assumptions about future prices of gold and other metal prices; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-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 prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.

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