Rackla Metals Proposes Share Consolidation and $250,000 Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
September 3, 2015; Vancouver, BC: Rackla Metals Inc. (TSX-V: RAK) announces that it intends to complete a 1:5 share consolidation and a $250,000 private placement financing.
Management believes that in order to facilitate equity financings for the Company and to attract new business opportunities, it is necessary to consolidate the share capital on the basis of one new share for every five existing shares.
The Company also proposes to arrange a non-brokered private placement which will close after the consolidation has been effected, and which will consist of, on a post-consolidation basis, up to 5.0 million units at $0.05 per unit, for proceeds of up to $250,000. Each unit will consist of one post-consolidation common share and one warrant entitling the holder to purchase one additional post-consolidation common share of the Company at $0.05 for two years from closing. The net proceeds of the placement will be used for general working capital purposes, including funding the Company's ongoing investigations towards identifying a prospective mineral property for acquisition and exploration.
The share consolidation and private placement are subject to acceptance for filing by the TSX Venture Exchange. The name of the Company will remain unchanged. Upon completion of the 1:5 consolidation and the private placement, the Company's current issued capital of 50,494,238 common shares would become 15,098,848 common shares.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of such Act. This news release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Rackla Metals controls a portfolio of gold projects across Yukon Territory. As well, management is actively seeking prospective projects for possible acquisition.
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
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 may include, without limitation, statements about the proposed completion of the share consolidation and private placement; the proposed use of the private placement proceeds; the Company's plans for its investments and properties; the Company's business strategy, plans and outlook; the merit of the Company's investments and properties; timelines; the future financial performance of the Company; expenditures; approvals and other matters. 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, receipt of stock exchange approval to, and completion of, the share consolidation and the private placement; 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.sedar.com. 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 the share consolidation and private placement will be completed as contemplated; that the Company's activities will be in accordance with its public statements and stated goals; that all required approvals will be obtained; that there will be no material adverse change affecting the Company or its investments or properties; 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.