Ranchero Gold enters agreement for sale of Paika’s interest in four licenses

Ranchero Gold announced that further to its press release of December 27, 2023, its wholly-owned subsidiary Minera y Metalurgia Paika has entered into a definitive agreement dated January 17, 2024 with Minas de Oro Nacional, a wholly-owned subsidiary of Alamos Gold, for the sale of Paika’s interest in four mineral licenses comprising an area of 5,390 hectares of the Company’s Santa Daniela mineral property located in Sonora, Mexico. The Company intends to relinquish its interest in the remaining portions of the Santa Daniela property in order to eliminate holding costs. The Disposition is subject to the approval of the TSX Venture Exchange and the shareholders of the Company. In relation to the Disposition, Ranchero has convened a special meeting of its shareholders to be held on February 22, 2024, to seek shareholder approval for the Disposition. The Company has solicited voting support agreements from shareholders holding a total 44,483,247 common shares of the Company or 67.67%, of the outstanding Common Shares, confirming their intention to vote in favor of the Disposition. In connection with the Disposition, the Company has agreed, subject to the approval of the TSXV, to pay a finder’s fee to an arm’s length party to the Company and Alamos, equal to 5% of the net proceeds or consideration received by the Company and Paika under the Definitive Agreement, being C$333,300. The Finder facilitated the introduction of the Company to Alamos and the discussions between the parties in negotiating the terms of the Disposition. The Finder’s Fee will be payable 50% in cash and 50% in Common Shares at a minimum price of C$0.03 per Common Share for up to 5,555,000 Common Shares. The Finder’s Fee will be payable in stages based on the consideration received by Paika under the Definitive Agreement, with the first tranche payable once the cash payment in the amount of $1,892,000 is received by Paika under the terms of the Definitive Agreement. The Common Shares issuable to the Finder will be subject to a four-month hold period from the date of issuance in accordance with applicable securities laws.