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Ramp Metals Inc
Symbol RAMP
Shares Issued 32,386,305
Close 2024-04-29 C$ 0.175
Market Cap C$ 5,667,603
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Ramp Metals to issue 730,424 shares for debt

2024-04-29 18:53 ET - News Release

Subject: Ramp Metals Inc. (TSXV: RAMP) - News Release PDF Document

File: Attachment NR - Debt Settlements - 2024.04.29.pdf

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

Ramp Metals Announces Proposed Debt Settlements

Vancouver, BC April 29, 2024 Ramp Metals Inc. (TSXV:RAMP) ("Ramp Metals" or the "Company") announces that the Company intends to settle outstanding accounts payable in the aggregate amount of $131,476.90 (collectively, the "Debt") owing to certain creditors through the issuance of 730,424 common shares in the capital of Ramp (collectively, the "Settlement Shares") at a deemed price of $0.18 per Settlement Share (the "Transaction").

No new Control Person (as that term is defined in the policies of the TSX Venture Exchange (the "TSXV")) will be created pursuant to the Transaction; however, two non-arm's length parties are expected to receive a total of 62,500 Settlement Shares upon the settlement of $11,250 worth of the Debt. The issuance of those Settlement Shares constitutes a "related party transaction" as that term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority approval requirements under MI 61-101, and in particular, Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves those parties, exceeds 25% of the Company's market capitalization.

The board of directors and management of the Company believe that the Transaction is in the best interests of the Company because it will allow the Company to preserve its cash to fund future operations.

The Settlement Shares will be subject to a statutory four-month and one-day hold period from the date of issuance. The Transaction remains subject to the approval of the TSXV.

About Ramp Metals Inc.

Ramp Metals is a battery and base metal exploration company with two flagship properties located in northern Saskatchewan and one property in Nye County, Nevada. The management team is passionate about green field exploration and new technologies. The vision of Ramp Metals is to make the next big discovery required to fuel the green technology movement.

Neither 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 news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward- looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding the Transaction.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the ability of Ramp to complete the Transaction; requirements for additional capital; future prices of minerals; changes in general economic conditions; changes in the financial markets and in the demand and market price for commodities; other risks of the mining industry; the inability to obtain any necessary governmental and regulatory approvals; changes in laws, regulations and policies affecting mining operations; hedging practices; and currency fluctuations.

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. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

For further information, please contact:

Ramp Metals Inc.

Jordan Black Chief Executive Officer jordaneblack@rampmetals.com

Prit Singh Director 905 510 7636

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