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Rackla Metals closes $2.78-million private placement

2023-09-19 14:48 ET - News Release

Mr. Simon Ridgway reports

RACKLA METALS ANNOUNCES CLOSING OF PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$2.8 MILLION

Rackla Metals Inc. has closed its previously announced private placement financing for aggregate gross proceeds of $2,786,475. Under the offering, the company sold 5,769,000 flow-through (FT) units of the company and 4.8 million non-flow-through units of the company.

Each flow-through unit consists of one common share of the company 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 hard unit consists of one common share and one warrant. Each warrant will entitle the holder to acquire one additional common share at a price of 40 cents per warrant share at any time on or before Sept. 19, 2025.

3L Capital Inc. and Canaccord Genuity Corp. acted as co-lead agents and co-bookrunners. As consideration for acting as agents, the company paid to the agents a cash fee of $122,628.50 equal to 6.0 per cent (or 2.0 per cent for those subscribers listed on the president's list) 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, entitling the agents to subscribe for that number of hard units equal to 6.0 per cent (or 2.0 per cent 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 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 25 cents at any time on or before Sept. 19, 2025. Notwithstanding the foregoing, no agents' fee was paid or compensation options were issued to the agents in respect of a $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) on or before Dec. 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 Dec. 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of flow-through units.

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

About Rackla Metals Inc.

Rackla Metals is a Vancouver-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.

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