Mr. Jesus Noriega of Ranchero Gold reports

RANCHERO ANNOUNCES EXECUTION OF A DEFINITIVE AGREEMENT RELATED TO THE DISPOSITION OF ITS SANTA DANIELA PROPERTY

Further to Ranchero Gold Corp.'s press release of Dec. 27, 2023, its wholly owned subsidiary Minera y Metalurgia Paika S.A. de C.V. has entered into a definitive agreement dated Jan. 17, 2024, with Minas de Oro Nacional S.A. de C.V., a wholly owned subsidiary of Alamos Gold Inc., for the sale of Paika's interest in four mineral licences comprising an area of 5,390 hectares of the company's Santa Daniela mineral property located in Sonora, Mexico. The company intends to relinquish its interest in the remaining portions of the Santa Daniela property in order to eliminate holding costs. For further details of the disposition, see the company's press release dated Dec. 27, 2023.

The disposition is subject to the approval of the TSX Venture Exchange and the shareholders of the company. In relation to the disposition, Ranchero has convened a special meeting of its shareholders to be held on Feb. 22, 2024, to seek shareholder approval for the disposition. The company has solicited voting support agreements from shareholders holding a total 44,483,247 common shares of the company, or 67.67 per cent, of the outstanding common shares, confirming their intention to vote in favour of the disposition.

In connection with the disposition, the company has agreed, subject to the approval of the TSX-V, to pay a finder's fee to an arm's-length party to the company and Alamos, equal to 5 per cent of the net proceeds or consideration received by the company and Paika under the definitive agreement, being $333,300. The finder facilitated the introduction of the company to Alamos and the discussions between the parties in negotiating the terms of the disposition. The finder's fee will be payable 50 per cent in cash and 50 per cent in common shares at a minimum price of three cents per common share for up to 5,555,000 common shares. The finder's fee will be payable in stages based on the consideration received by Paika under the definitive agreement, with the first tranche payable once the cash payment in the amount of $1,892,000 (U.S.) is received by Paika under the terms of the definitive agreement. The common shares issuable to the finder will be subject to a four-month hold period from the date of issuance in accordance with applicable securities laws.

About Ranchero Gold Corp.

Ranchero is an exploration and development company currently focused on the Pinchi Lake nickel project. Ranchero can earn a 100-per-cent interest in the Pinchi project, consisting of six mineral claims totalling 3,917 hectares, situated approximately 15 to 30 kilometres northwest of Fort St. James and 120 km northwest of Prince George in central British Columbia.

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