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Ranchero Gold Completes Reverse Takeover Transaction and Concurrent $5.25 Million Financing

Maxis Law represented Ranchero Gold with a team that included Morgan Hay, Sean Hawkins and Jesslyn Chong.

On October 8, 2021, Ranchero Gold Corp. (previously, Melior Resources Inc.) (the “Company”) announced that it completed a reverse-takeover transaction (the “Transaction”) with the privately-held Ranchero Gold Corp. (as it was then) (“Ranchero Gold”). The Transaction was structured as a three-cornered amalgamation under the provisions of the Business Corporations Act (British Columbia) pursuant to which Ranchero Gold amalgamated with 1274169 B.C. Ltd., a wholly-owned subsidiary of the Company, and shareholders of Ranchero Gold were issued common shares of the Company in exchange for their previously-held common shares of Ranchero Gold on a one-for-one basis. The Company commenced trading on the TSX Venture Exchange under the trading symbol “RNCH” on October 20, 2021 as a Tier 2 Mining Issuer.

Prior to the completion of the Transaction, Ranchero Gold completed a concurrent private placement (the “Financing”) of an aggregate of 9,561,613 subscription receipts at a price of $0.55 per subscription receipt for gross proceeds of $5,258,887. Haywood Securities Inc. acted as the agent and bookrunner to locate purchasers in the Financing on a best-efforts agency basis. Immediately prior to completion of the Transaction, each subscription receipt was automatically converted into one common share of Ranchero Gold, which was immediately exchanged for one common share of the Company pursuant to the Transaction.

In connection with the Transaction, the Company changed its name from “Melior Resources Inc.” to “Ranchero Gold Corp.” and consolidated its common shares on a 32.6764:1 basis. As a condition to closing of the Transaction, the Company also settled its debt of approximately $35.5 million owing to Pala Investments Limited (“Pala”) through the conversion of approximately $32 million of the outstanding indebtedness into an aggregate of 6,449,759 common shares of the Company, and Pala forgave the remaining indebtedness of approximately $3.5 million pursuant to the terms of a debt settlement agreement between Pala and the Company.

The Company is a mineral exploration company currently focused on its 100% owned Santa Daniela project located in Sonora, Mexico.

Further details regarding the Transaction, the Financing and the Company can be found on the Company’s website.