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Rackla Metals announces $2.45 million non-brokered private placement

Financings

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Rackla Metals announces $2.45 million 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 – March 24, 2025 – Rackla Metals Inc. (TSX -V: RAK) (the “Company”) is

pleased to announce that it proposes to complete a non-brokered private placement financing to raise

total gross proceeds of up t o $2.45 million (the “ Offering”). The Offering will consist of a $2.1 million

charity flow-through unit offering (the “CFT Offering”) at a price of $0.21 per unit , and a $350,000 hard-

dollar unit offering (the “HD Offering”) at a price of $0.15 per unit.

Each unit will consist of one common share of the Company and one -half of a warrant, with each whole

warrant entitling the holder to purchase one additional common share of the Company at a price of $0.15

for one year following the closing of the Offering. Each common share to be issued in the CFT Offering will

qualify as a “flow -through sh are” (within the meaning of subsection 66(15) of the Income Tax Act

(Canada)).

The gross proceeds received by the Company under the CFT Offering will be used to incur eligible

“Canadian exploration expenses” that qualify as Canadian exploration expenses and “flow-through mining

expenditures” for the purposes of the Income Tax Act (Canada) on or before December 31, 2026 (or such

other period as may be permissible under applicable tax legislation). Such gross proceeds will be

renounced in favour of the purchasers under the CFT Offering with an effective date of not later than

December 31, 202 5, in the aggregate amount of not less than the to tal amount of the gross proceeds

raised under the CFT Offering.

Management proposes to use the proceeds of the Offering for 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. As well, proceeds from the HD Offering may

be used for general working capital and corporate purposes.

The closing of the Offering is subject to receipt of approval of the TSX Venture Exchange.

The securities to be offered pursuant to the Offering 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. Securiti es

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.

Suite 650 – 200 Burrard Street

Vancouver BC Canada V6C 3L6

www.racklametals.com

T 604.801.5432

F 604.662.8829

TF 1.888.627.9378

RAK:TSX.V

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About Rackla

Rackla Metals Inc. (TSX -V: RAK) is a Vancouver, Canada based junior gold exploration company. The

Company is targeting Reduced Intrusion-Related Gold Systems (RIRGS) mineralization on the southeastern

part of the Tombstone Gold Belt in eastern Yukon and w estern 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 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 inc lude, 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 Canadian

exploration expenses with the gross proceeds from the CFT Offering; the expected closing of 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 approval to the Offering will be obtained and the Offering 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 activiti es, 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 av ailable 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 approval to the Offering will be obtained and that

the Offering 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, its properties or its

securities; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof

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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.