(via TheNewswire)
V ancouver, British Columbia – April 22, 2026 - TheNewswire – 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 gross proceeds of up to $3.44 million (the “ Offering ”) by the issuance of up to 16 million charity flow-through units (the “ CFT Units ”) at a price of $0.215 per unit. The Offering has been structured to take advantage of the LIFE exemption whereby common shares issued pursuant to the exemption will be freely tradeable listed equity securities not subject to any hold period (see below).
Each CFT Unit will consist of one charity flow-through common share in the capital 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) (the “ Tax Act ”) (each, a “ CFT Share ”) and one-half of one common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire one non-flow-through Common Share (each, a “ Warrant Share ”) at an exercise price of $0.20 per Warrant Share for a period of 12 months following the closing of the Offering.
The CFT Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions . The securities issued pursuant to the Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering (the “ Offering Document ”) that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.racklametals.com. Prospective investors should read the Offering Document before making an investment decision.
The gross proceeds from the sale of the CFT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” for the purposes of the Tax Act on or before December 31, 2027. Such gross proceeds will be renounced in favour of the purchasers with an effective date of not later than December 31, 2026, in an aggregate amount equal to the total amount of the gross proceeds from the sale of CFT Shares under the Offering.
As further described in the Offering Document, management currently intends to use the proceeds of the Offering primarily for conducting exploration and drilling on the Company’s Lentung tungsten property located within the Tombstone Gold Belt in western Northwest Territories, Canada, and potentially for advancing the Company’s other properties in the region.
The Company may pay a finder’s fee for purchasers introduced to the Company of 6% cash and 6% warrants which will have the same terms as the Offering Warrants. The closing of the Offering is subject to receipt of approval of the TSX Venture Exchange.
The issuance of the securities under the Offering may constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) due to the expected participation by one or more insiders of the Company in the Offering. These transactions will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions provided under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of any securities issued to nor the consideration paid by such insiders would exceed 25% of the Company’s market capitalization .
About Rackla
Rackla Metals Inc. (TSX-V: RAK) is a Vancouver, Canada based junior exploration company. The Company is targeting tungsten, gold and rare earth minerals in the southeastern part of the Tombstone Gold- Tungsten Belt in eastern Yukon and western Northwest Territories. This region is known to host world-class gold and tungsten deposits.
ON BEHALF OF THE BOARD
Simon Ridgway,
CEO and Director
Tel: (604) 801-5432; Fax: (604) 662-8829
Email: info@racklametals.com
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 include, without limitation, statements about the Offering, including expected insider participation; the receipt of regulatory and other approvals for the Offering; the use of net proceeds from the Offering; the ability of the Company to incur Canadian exploration expenses with the gross proceeds from the Offering; the expected closing of the Offering and the anticipated Closing Date; 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 on the terms described herein or at all; 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 from 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.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; t hat 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; assumptions about future prices of gold and other metal prices; 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 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.
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