Ranchero Gold Announces Completion of Debt Facility
Ranchero Gold Announces Completion of Debt Facility
VANCOUVER, British Columbia, Nov. 29, 2022 -- Ranchero Gold Corp. (“Ranchero” or the “Company”) (TSX.V: RNCH) is
pleased to announce the closing of its draw-down facility (“Loan”) with American PT Metals LLC (“American Metals”) (refer to
the Press Release on September 26, 2022).
The Loan is made to an indirect wholly-owned subsidiary of the Company, Minera y Metalurgia Paika, S.A. de C.V. (the
“Borrower”) from Mexico Minerales y Metales Earth, S.A. de C.V. (the “Lender”), a subsidiary of American Metals, in the
aggregate principal amount of US$500,000 pursuant to the terms of the loan agreement dated November 16, 2022. The
outstanding principal amount of the Loan will accrue interest at a rate of 12% per annum, to be repaid by the maturity date of
October 31, 2024. If the Borrower does not pay the full amount to the Lender required under the terms of the loan agreement,
the Borrower will pay default interest on the unpaid amount at a rate, when added to ordinary interest, will equal 24% per
annum until the outstanding amount has been repaid. The Company has amended the terms of the Loan as previously
disclosed in the Company’s press release dated September 26, 2022 to provide that the Loan is not convertible into common
shares of the Company and no securities of the Company are issuable pursuant to the Loan.
The Loan constitutes a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”), as Gustavo Mazon, a director and control person of the Company, is
also a control person of American Metals. The Company is relying upon exemptions from the formal valuation and minority
shareholder approval requirements under MI 61-101 in respect of the Loan, in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61
-101, respectively, as the fair market value of the Loan does not exceed 25% of the Company’s market capitalization as
determined in accordance with MI 61-101.
American Metals is an investment fund focused on natural resources.
About Ranchero
Ranchero is a gold exploration and development company currently focused on its 100%-owned Santa Daniela project located
in Sonora, Mexico. The Santa Daniela project consist of a large land package in excess of 22,200 hectares within Mexico’s
Sierra Madre Occidental - a newly emerging gold belt. The Santa Daniela project is also near a number of major gold mining
operations in the region. Maiz Azul is the Company’s most advanced prospect where exploration efforts are underway.
On behalf of the Board of Directors of the Company:
Jesus Noriega
Interim Chief Executive Officer
+52 1 (662) 437 8520
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS
This press release contains forward looking statements within the meaning of applicable securities laws. The use of any of the
words “anticipate”, “plan”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, “potential” and
similar expressions are intended to identify forward looking statements. In particular, this press release contains forward
looking statements concerning the repayment of the Loan. Although the Company believes that the expectations and
assumptions on which the forward looking statements are based are reasonable, undue reliance should not be placed on the
forward looking statements because the Company cannot give any assurance that they will prove correct. Since forward
looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These
assumptions and risks include, but are not limited to, assumptions and risks associated with the ability of the Company to
repay the outstanding indebtedness under the Loan.
Management has provided the above summary of risks and assumptions related to forward looking statements in this press
release in order to provide readers with a more comprehensive perspective on the Company’s future operations. The
Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these
forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward
looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These
forward looking statements are made as of the date of this press release, and, other than as required by applicable securities
laws, the Company disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of
new information, future events or results or otherwise.