RNCH Ranchero Gold Corp

Ranchero Gold Corp. (“Ranchero” or the “Company”) (TSX.V:RNCH) is pleased to announce that has entered into a debt settlement agreement with William Pincus (the “Creditor”), a former Chief Executive Officer of the Company, in respect of the total amount of US$55,000 and Cdn$98,200 (collectively, the “Debt”) owed to the Creditor for services provided to the Company and its subsidiary, to be settled as follows:

(a)	US$55,000 to be paid by the Company to the Creditor in cash by December 31, 2024;
(b)	Cdn$68,200 to be settled in 1,136,666 common shares of the Company (the “Shares”) to be issued to the Creditor by March 10, 2025, at a deemed issue price of Cdn$0.06 per Share; and
(c)	Cdn$30,000 to be settled in 330,769 Shares to be issued to the Creditor by March 10, 2025, at a deemed issue price of Cdn$0.090697 per Share.

The settlement of Cdn$98,200 of the Debt in Shares as specified above is subject to disinterested shareholder approval and TSX Venture Exchange approval. The Shares will be subject to a hold period expiring on the date that is four months and one day after the date of issuance in accordance with applicable securities laws.

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 NoriegaInterim Chief Executive Officer and Director

For further information, please contact:

Jesus NoriegaInterim Chief Executive Officer and Director52 1 (662) 437 8520info@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 settlement of the Debt.

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 and shareholder approval, and risks related to financial markets and mining companies generally. There can be no assurance that forward-looking statement 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.