Ranchero Enters Into a Letter of Intent to Sell Mexican Subsidiary, and Related Party Loan

VANCOUVER, British Columbia, Aug. 21, 2024 (GLOBE NEWSWIRE) — Ranchero Gold Corp. (“Ranchero” or the “Company”) (TSX.V:RNCH) is pleased to announce that has entered into a letter of intent to sell its wholly-owned subsidiary Minera y Metalurgia Paika, S.A. de C.V. (“Paika”) to an arm’s length party purchaser for nil consideration.

The sale of Paika, which includes four licenses totaling 16,876 hectares on the Santa Daniela project area, regional water rights and a conditional payment of US$2,500,000 pursuant to the sale by Paika of four mineral licenses to Minas de Oro Nacional, S.A. de C.V., a wholly-owned subsidiary of Alamos Gold Inc. (TSX:AGI) as detailed in the Company’s press release on June 19, 2024 (“Conditional Payment”), will offset accrued liabilities in Paika of $3,545,852 of land fee payments and accrued interest due on the Santa Daniela mineral concessions (collectively, the “Liabilities”) along with a potential finder’s fee in related to the Conditional Payment, as detailed in the press release of June 19, 2024. Under the terms of the transaction, the Liabilities will be assumed by the arm’s length purchaser and will not be transferred to Ranchero or its associates and affiliates. The letter of intent is subject to the Company completing its due diligence. The parties intend that the letter of intent will be replaced by a definitive share purchase agreement between the parties to complete the sale of Paika.

Jesus Noriega, interim Chief Executive Officer of Ranchero said, “The sale of Paika is a watershed moment for the Company, substantially reducing the liabilities of the Company and providing a platform from which we can focus our efforts on continuing to exploring the Pinchi Lake nickel project as well as opportunistically looking at new projects.”

Loan to Related Party

The Company announces that it has agreed to loan up to $30,000 (the “Loan”) to Toro Silver Corp. (“Toro”), a private British Columbia company. The principal amount of the Loan will accrue interest at a rate of 15% per annum. The outstanding balance of the Loan will be repayable upon demand of the Company after December 31, 2024. The Company will advance the Loan to Toro to pay for the audit of Toro’s financial statements. The Loan is evidenced by the terms of a demand promissory note between the Company and Toro. The Loan is subject to the approval of the TSX Venture Exchange.

The Loan constitutes a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as Gustavo Mazon and Martyn Buttenshaw are directors of both the Company and Toro, Martyn Buttenshaw is the Chief Executive Officer of Toro and Gustavo Mazon has control and direction of the Company and Toro. The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 in respect of the Loan, in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Loan does not exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101. The Company obtained approval by the board of directors of the Company to the Loan, with Messrs. Buttenshaw and Mazon declaring their interest and abstaining on the resolutions. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

About Ranchero Gold

Ranchero is an exploration and development company currently focused on the Pinchi Lake Nickel Project (the “Pinchi Project”). Ranchero can earn a 100% interest in the Pinchi Project, consisting of six mineral claims totaling 3,917 hectares, situated approximately 15 to 30 km northwest of Fort St. James and 120 km northwest of Prince George in central British Columbia.

On behalf of the Board of Directors of the Company:

Jesus Noriega
Interim Chief Executive Officer and Director

For further information, please contact:

Jesus Noriega
Interim Chief Executive Officer and Director
52 1 (662) 437 8520
info@rancherogold.com

Neither the 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.

Cautionary Note Regarding Forward Looking Statements

This news release contains certain forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate” “plans”, “estimates” or “intends” or stating that certain actions, events or results “ may”, “could”, “would”, “might” or “will” be taken, occur or be achieved), or that are not statements of historical fact, may be “forward-looking statements”. Forward-looking statements contained in this news release include, but are not limited to, statements regarding the terms and completion of the sale of Paika, including entering into a share purchase agreement, and the terms and completion of the Loan.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. These risks and uncertainties include but are not limited to: risks related to regulatory approval, risks related to financial markets and mining companies generally, and risks related to changes in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.