Ramp Metals Announces Closing of Oversubscribed Non-Brokered Private Placement for Proceeds of Approximately $3.425M

Ramp Metals Inc. (TSXV: RAMP) (‘Ramp Metals’ or the ‘Company’) is pleased to announce that the Company has closed its previously announced non-brokered private placement financing (the ‘Financing’) for total proceeds of $3,464,917.74. Due to investor demand, the Company increased the size of the flow-through portion of the Financing from $2.3M to approximately $3.07M.

In the Financing, Ramp Metals issued and sold an aggregate of 1,481,482 charity flow-through common shares (the ‘CFT Shares‘) at a price of $2.07 per CFT Share, plus 295,000 common shares (the ‘Common Shares‘) at a price of $1.35 per Common Share. No finder’s fees were payable in connection with the Financing.

The Company plans to use the proceeds from the issuance of CFT Shares for critical mineral exploration expenses at the Company’s Rottenstone SW property in Saskatchewan, Canada. The proceeds from the sale of the Common Shares will be used for both exploration expenses and general working capital.

All securities issued in the Financing are subject to a hold period in Canada until September 24, 2025, in accordance with applicable securities laws.

The CFT Shares will qualify as ‘flow-through shares’ (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the ‘Tax Act‘). An amount equal to the gross proceeds from the issuance of the CFT Shares will be used to incur eligible resource exploration expenses which will qualify as (i) ‘Canadian exploration expenses’ (as defined in the Tax Act), (ii) as ‘flow-through critical mineral mining expenditures’ (as defined in subsection 127(9) of the Tax Act), and (iii) as ‘eligible flow-through mining expenditures’ within the meaning of The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the ‘Qualifying Expenditures‘). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issuance of the CFT Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2026 and will be renounced by the Company to the initial subscribers of the CFT Shares with an effective date no later than December 31, 2025.

The closing of the Financing remains subject to the approval of the TSX Venture Exchange.

About Ramp Metals Inc.

Ramp Metals is a grassroots exploration company with a focus on a potential new Saskatchewan gold district. The Company currently has new high-grade gold discovery of 73.55 g/t Au over 7.5m at its flagship Rottenstone SW property. The Rottenstone SW property comprises 32,715 hectares and is situated in the Rottenstone Domain.

Neither 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 news release contains ‘forward-looking statements’ within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as ‘plans’, ‘expects’ or ‘does not expect’, ‘is expected’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’ or ‘does not anticipate’, or ‘believes’, or variations of such words and phrases or may contain statements that certain actions, events or results ‘may’, ‘could’, ‘would’, ‘might’ or ‘will be taken’, ‘will continue’, ‘will occur’ or ‘will be achieved’. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding the completion of the Financing, the use of proceeds therefrom, and the Company’s exploration activities.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: requirements for additional capital; future prices of minerals; changes in general economic conditions; changes in the financial markets and in the demand and market price for commodities; other risks of the mining industry; the inability to obtain any necessary governmental and regulatory approvals; changes in laws, regulations and policies affecting mining operations; hedging practices; and currency fluctuations.

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. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253365

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