Rackla Metals amends terms of previously announced non-brokered private placement

Rackla Metals amends terms of previously announced non-brokered

private placement

NOT FOR DISTRIBUTION 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

Vancouver, British Columbia – December 8, 2022 – Rackla Metals Inc. (TSXV-RAK) (the “Company”) is pleased to

announce that in connection with its previously announced non-brokered private placement (the “Offering”), the

Company has increased the size of the Offering to a minimum of $2,850,000 and has amended the terms of the

Offering to constitute a flow through offering. The Company will now issue a minimum of 10,000,000 flow-

through Units at a price of $0.285 per Unit . Each Unit will consist of one common share and one-half warrant.

Each whole warrant will entitle the holder to purchase one additional common share of the Company at $0.35 for

two years from the closing date of the financing. All amounts herein are expressed in Canadian dollars.

Sprott Capital Partners LP will act on behalf of the Company to arrange the flow through offering, on the basis

that the Company has arranged substituted purchasers to purchase the Units at a price of $0.20 per Unit.

The private placement is subject to acceptance for filing by the TSX Venture Exchange.

The Company intends to use the net proceeds from the Offering to fund conducting exploration and drilling on

the Company’s Tombstone Gold Belt properties within the Selwyn Basin in the coming year, and for continuing

investigations of additional mineral properties for acquisition. The gross proceeds received by the Company from

the sale of the Units will be used to incur Canadian Exploration Expenses that are “flow-through mining

expenditures” (as such terms are defined in the Income Tax Act (Canada)). Such gross proceeds will be renounced

to the Unit buyers with an effective date not later than December 31, 2022, in the aggregate amount of not less

than the total amount of the gross proceeds raised from the issue of the Units.

The securities to be offered pursuant to the financing have not been, and will not be, registered under the U.S.

Securities Act of 1933, as amended (the " U.S. Securities Act ") or any U.S. state securities laws, and may not be

offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration

or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state

securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities

in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful.

ON BEHALF OF THE BOARD

Simon Ridgway,

CEO and Director

-2-

Tel: (604) 801-5432; Fax: (604) 662-8829

Email: [email protected]

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 press 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 Company’s proposed financing, and future exploration activities. 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 approval to the financing will be obtained and the financing will be completed as planned; 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 securi ties regulators and available

under the Company’s profile on SEDAR at www.sedar.com. 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 approval to the financing will be obtain ed and that the

financing will be completed as planned; 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 or its properties; and such o ther

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 u ndue reliance on forward -looking statements.