Rackla Metals Announces Closing of Private Placement for Gross Proceeds of C$2.8 Million

Rackla Metals Announces Closing of Private Placement

for Gross Proceeds of C$2.8 Million

Not for distribution to United States news wire services or for dissemination in the United States

Vancouver, British Columbia – September 19, 2023 – Rackla Metals Inc. (TSXV: RAK) (“Rackla” or

the “Company”) is pleased to announce the closing of its previously announced private placement

financing for aggregate gross proceeds of C$ 2,786,475 (the “Offering”). Under the Offering, the

Company sold 5,769,000 flow-through units of the Company (each, a “ Flow-Through Unit”) and

4,800,000 non-flow-through units of the Company (each, a “Hard Unit”, and together with the Flow-

Through Units, the “Offered Securities”).

Each Flow-Through Unit consists of one common share 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) and one Common Share purchase warrant of the Company (each, a “Warrant”). Each

Hard Unit consists of one Common Share and one Warrant. Each Warrant will entitle the holder to

acquire one additional Common Share (each, a “Warrant Share”) at a price of C$0.40 per Warrant

Share at any time on or before September 19, 2025.

3L Capital Inc. and Canaccord Genuity Corp acted as co-lead agents and co-bookrunners (together,

the “Agents”). As consideration for acting as Agents, the Company paid to the Agents a cash fee of

C$122,628.50 (the “ Agents’ Fee ”) equal to 6.0% (or 2.0% for those subscribers listed on the

“president’s list” (the “ President’s List Subscribers ”)) of the gross proceeds received by the

Company from the sale of the Offered Securities. In addition to the Agents’ Fee, the Company also

granted to the Agents 456,140 compensation options (each, a “Compensation Option”), entitling

the Agents to subscribe for that number of Hard Units ( each, a “Compensation Hard Unit”) equal

to 6.0% (or 2.0% in the case of sales to President’s List Subscribers) of the aggregate number of

Offered Securities sold under the Offering, with each Compensation Hard Unit consisting of one

Common Share (each, a “Compensation Share”) and one Warrant. Subject to regulatory approval,

each Compensation Option will be exercisable to acquire one Compensation Hard Unit of the

Company at a price of C$0.25 at any time on or before September 19, 2025. Notwithstanding the

foregoing, no Agents’ Fee was paid or Compensation Options were issued to the Agents in respect

of a C$230,000 subscription for Offered Securities from one of the President’s List Subscribers.

The gross 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) (the

“Qualifying Expenditures”) 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 , in the aggregate

amount of not less than the total amount of gross proceeds raised from the issue of Flow-Through

Units.

-2-

It is expected that the net proceeds of the Offering 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 Offering remains subject to the final approval of the TSX Venture Exchange. The Offered

Securities will be subject to a statutory hold period of four months and one day from closing of the

Offering in accordance with applicable securities laws.

The Offered Securities were sold to purchasers: (i) in British Columbia and Ontario pursuant to

applicable private placement exemptions ; (ii) in the United States or that are U.S. persons on a

private placement basis pursuant to exemptions from the registration requirements of the United

States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), and applicable state

securities laws; and (iii) in certain offshore jurisdictions on a private placement basis.

This press 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 or the U.S. persons. 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 appl icable 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 types, 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 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.

-3-

Forward Looking Information

Certain statements contained in this press release constitute forward-looking statements within the

meaning of applicable 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; 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 proceeds of the sale

of the Flow -Through Units, the Company’s continued exploration and development of its mineral

properties and the timing to renounce all Qualifying Expenditures in favour of the subscribers of

Flow-Through Units; and general business and economic co nditions. Forward-looking statements

or forward-looking information relate to future events and future performance and include statements

regarding the expectations and beliefs of management based on information currently available to

the Company. 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”, “limi ted”, “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, 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 fro m 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.sedar plus.ca. Although the Company has attempted to

identify important factors that could cause actual action s, 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 upda te 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.