Ranchero Gold to Spin Out Net Smelter Royalty to Shareholders

VANCOUVER, British Columbia, Sept. 12, 2022 (GLOBE NEWSWIRE) -- Ranchero Gold Corp. (“Ranchero” or the “Company”) (TSX.V: RNCH) is pleased to announce its intention to create, and subsequently spin-out, a one percent Net Smelter Royalty ("NSR") on any potential future mineral production at the Santa Daniela gold property. The NSR will initially be placed in a wholly-owned subsidiary ("SpinCo"). The intention is for the shares of SpinCo to be distributed to the shareholders of Ranchero at a time to be determined by the Board of Directors. It is expected that the distribution will be completed pursuant to a plan of arrangement (the "Arrangement"), under the Business Corporations Act (British Columbia).

The Arrangement will be subject to TSX Venture Exchange, regulatory and court approval, as well as at management's continued discretion. Pursuant to the arrangement, common shares of SpinCo will be distributed to shareholders of Ranchero on a pro rata basis. Subsequent to the SpinCo share distribution, the Board of Directors of SpinCo may at some point decide to pursue listing of its shares on a stock exchange, if and when it determines it is in the best interests of its shareholders. There will be no change in shareholders' holdings in Ranchero as a result of the Arrangement.

Additional details regarding the Arrangement, including the proposed record date, will be provided as they become available. There is no certainty the Company will proceed with the Arrangement.

Bill Pincus, Chief Executive Officer of Ranchero stated, "As we move forward with the exploration of the Santa Daniela concession block, Ranchero remains focused on creating the greatest value for its shareholders. The royalty-holding SpinCo will provide an additional avenue to realize this."

About Ranchero

Ranchero is a gold exploration and development company currently focused on its 100%-owned Santa Daniela project located in Sonora, Mexico. The Santa Daniela project consist of a large land package in excess of 22,200 hectares within Mexico’s Sierra Madre Occidental - a newly emerging gold belt. The Santa Daniela project is also near a number of major gold mining operations in the region. Maiz Azul is the Company’s most advanced prospect where exploration efforts are underway.

On behalf of the Board of Directors of the Company:

William Pincus

Chief Executive Officer and Director

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.

FORWARD LOOKING STATEMENTS

This press release contains forward looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate”, “plan”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, “potential” and similar expressions are intended to identify forward looking statements. In particular, this press release contains forward looking statements concerning the planned completion of the Offering, the anticipated proceeds of the Offering, and the use of proceeds of the Offering. Although the Company believes that the expectations and assumptions on which the forward looking statements are based are reasonable, undue reliance should not be placed on the forward looking statements because the Company cannot give any assurance that they will prove correct. Since forward looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with the state of the equity financing markets and regulatory approval.

Management has provided the above summary of risks and assumptions related to forward looking statements in this press release in order to provide readers with a more comprehensive perspective on the Company’s future operations. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of new information, future events or results or otherwise.