Rackla Metals Announces $3 Million Private Placement of Units and Flow-Through Units
Rackla Metals Announces $3 Million
Private Placement of Units and Flow-Through Units
Not for distribution to U.S. news wire services or dissemination in the United States.
Vancouver, British Columbia – August 28, 2023 – Rackla Metals Inc. (TSXV:RAK) (“Rackla ” or the
“Company ”) is pleased to announce that it has entered into a letter agreement with 3L Capital
Inc. and Canaccord Genuity Corp. , as co -lead agent s and co-bookrunner s (together, the
“Agents ”), to sell, on a “best efforts” agency basis, up to $3,000,000 in equity securities of the
Company consisting of a combination of (a) units of the Company (“Flow-Through Units”) at a price
of $0.275 per Flow-Through Unit, with each Flow-Through Unit consisting of one common share in the
capital of the Company (a “Common Share”) that will qualify as a “flow-through share” (within the
meaning of subsection 66(15) of the Income Tax Act (Canada) and one Common Share purchase
warrant of the Company (a “Warrant”); and (b) units of the Company (“Hard Units” and, together with
the Flow-Through Units, the “Offered Securities”) at a price of $0.25 per Hard Unit , with each Hard
Unit consisting of one Common Share and one Warrant (the “Offering”). Each Warrant will entitle the
holder to acquire one additional Common Share at a price of $0.40 for a period of two years following
the Closing Date (as defined herein). A minimum of $500,000 will be raised from the sale of Hard Units.
The net proceeds received by the Company from the sale of the Flow -Through Units will be used to
incur eligible “Canadian exploration expenses” (“CEE”) that qualify as Canadian exploration expenses
and “flow-through mining expenditures” for purposes of the Income Tax Act (Canada) on or before
December 31, 2024 (or such other period as may be permissible under applicable tax legislation) and
which will be renounced in favour of the purchasers of Flow-Through Units with an effective date of no
later than December 31, 2023.
It is expected that t he net proceeds of the sale of the Hard Units will be used for further exploration
and development of the Company’s Astro Plutonic Complex properties (including the Astro, Hit and
SER projects) and for working capital and general corporate purposes.
The closing of the Offering, which is expected to take place on or about September 14, 2023 (the
“Closing Date ”), is subject to receipt of all necessary regulatory approvals, including the
approval of the TSX Venture Exchange . The Offered Securities will be subject to a statutory
hold period of four months and one day from the Closing Date in accordance with applicable
securities laws.
The Offered Securities will be offered for sale to purchasers in all of the provinces of Canada
pursuant to applicable private placement exemptions , such offshore jurisdictions as may be
agreed to between the Company and the Agents, and in the United States on a private
placement basis only under Regulation D, Rule 144A or Regulation S of the United States
Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), or other available registration
exemptions in the United States .
-2-
This news release does not constitute an offer to sell or a solicitation of an offer to buy
any of the Offered Securities in the United States . The Offered Securities have not been
and will not be registered under the U.S. Securities Act or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available.
About Rackla
Rackla Metals Inc. (TSXV: RAK) is a Vancouver, Canada based junior gold exploration
company. The Company is targeting RiRGS (Reduced -intrusion Related Gold System)
mineralization on the southeastern part of the Tombstone Gold Belt in eastern Yukon and
western Northwest Territories. Management believes that this area, which is underexplored
for RiRGS deposit t ypes, has the potential to be 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: [email protected]
Website: www.racklametals.com
Neither the TSX Venture Exchange no r 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 incl ude, without limitation,
statements about the Offering; the receipt of regulatory and other approvals for the Offering;
the use of proceeds from the Offering; the ability of the Company to incur CEE with the gross
proceeds of the sale of the Flow -Through U nits; the expected closing of the Offering, including
the date thereof ; the Company’s continued exploration and development of its mineral
properties; 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”, “remai ning”, “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 ma y 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, change s
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, es timation of mineral
-3-
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 availabl e under the Company’s profile on SEDAR +
at www.sedar plus .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 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 ; 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, excep t 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.