RNCH Ranchero Gold Corp

Ranchero Gold Corp. (“Ranchero” or the “Company”) (TSX.V:RNCH) is pleased to announce that further to its press releases dated December 27, 2023 and January 18, 2024 the Company held a special meeting of its shareholders on February 22, 2024 to seek approval for the disposition by Minera y Metalurgia Paika, S.A. de C.V.’s, a subsidiary of Ranchero, interests in four mineral licenses covering the Company’s Santa Daniela property (the “Disposition”). A total of 41,653,711 common shares, representing 63.36% of the Company’s outstanding shares were represented at the special meeting. The resolution put to shareholders related to the Disposition passed, with 99.99% of the shareholders represented at the meeting voting in favor.

The Disposition remains subject to final TSX Venture Exchange approval. Furthermore, the remaining US$1,892,000 near-term cash payment will only be paid when the licenses have been officially transferred to Minas de Oro Nacional, S.A. de C.V., a wholly-owned subsidiary of Alamos Gold Inc.

Separately, further to the press release dated November 21, 2023 related to the option agreement entered into between the Company and Rechange Resources Ltd., pursuant to which the Company has an option to acquire a 100% interest in the Pinchi Lake property (the “Acquisition”), the Company has received confirmation from the TSX Venture Exchange of conditional approval for the Acquisition. The Acquisition is subject to the final approval of the TSX Venture Exchange, which includes the preparation and submission of a geological report and title opinion, both of which are in preparation.

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 Disposition and Acquisition.

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 third-party approvals, inability to obtain shareholder approval, risks related to financial markets and mining companies generally, and risks related to changes in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization 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 anticipate 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.