Rackla receives stock exchange conditional approval to proposed acquisition of Misisi Gold Project

2021-08-09 / @thenewswire

(TheNewswire)

Vancouver, British Columbia – TheNewswire - August 9, 2021 - Rackla Metals Inc. (“Rackla” or the “Company”) (TSXV:RAK) (OTC:RMETF) is pleased to announce that the TSX Venture Exchange has conditionally approved the proposed acquisition by the Company of a 73.5% interest in the Misisi Gold Project (“Project”) located in the Democratic Republic of the Congo (“DRC”).

The Company has entered into a share purchase agreement (the “Definitive Agreement”) to acquire all of the issued and outstanding shares from an arm’s length vendor, Golden Mining Ltd. (“Golden Mining”). The Project is owned by Leda Mining Congo SA (“Leda”), of which Casa Mining Limited (“Casa Mining”) owns a 73.5% interest, with the remaining interest in Leda held by Minerals and Metals Group, owning 21.5% (participating interest), and the DRC Government owning a 5% free-carried interest. Golden Mining has entered into a share purchase agreement with Golden Square Equity Partners Limited to acquire 99.43% of the outstanding shares of Casa Mining (the “Casa Mining SPA”).

Under the terms of the Casa Mining SPA, Golden Mining is acquiring the outstanding shares of Casa Mining for total cash consideration of US$4.8 million in staged cash payments. Under the Definitive Agreement, the Company will acquire Golden Mining through the issuance of up to 10,250,000 common shares of Rackla at a deemed price per share of $0.40, and will assume the obligation to make the required payments under the Casa Mining SPA. Rackla has also agreed to issue 750,000 common shares as a finder’s fee in connection with the transaction.

The Definitive Agreement provides that closing is subject to Rackla completing a financing raising a minimum of CAD$5,000,000, and other customary conditions. The closing is also subject to TSXV final approval, and the Company is in the process of satisfying the requirements to obtain such approval.

As previously announced, it is intended, subject to TSXV approval, that on closing the name of the Company will be changed to GoldenHawk Resources Ltd., and Mr. Darryll Castle will be appointed President, Chief Executive Officer and Director of the Company.

ON BEHALF OF THE BOARD

Simon Ridgway,

CEO and Director

Tel: (604) 801-5432; Fax: (604) 662-8829

Email: info@goldgroup.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 press release.

Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company. Risks and uncertainties may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.