Vancouver, British Columbia, July 21, 2022 – Ranchero Gold Corp. (“Ranchero” or the “Company”) (TSX.V: RNCH) announces that it has filed a preliminary short form prospectus (the “Prospectus”) with the securities regulatory authorities in each of the Provinces of Alberta, British Columbia, Manitoba, Nova Scotia and Ontario (the “Canadian Jurisdictions”), in connection with a proposed marketed public offering (the “Offering”) of units of the Company (the “Units”) at a price of $0.12 per Unit (the “Offering Price”) for aggregate gross proceeds to the Company of up to $5 million, subject to an over-allotment option as described below.

Each Unit will consist of one common share of the Company (each, a “Common Share”) and one common share purchase warrant of the Company (each, a “Warrant”). Each Warrant will entitle the holder to purchase one common share of the Company (each, a “Warrant Share”) at an exercise price of $0.17 per Warrant Share for a period of36 months after the closing date of the Offering.

The Offering will be led by M Partners Inc. (the “Lead Agent”), on behalf of a syndicate of agents including Research Capital Corporation, Canaccord Genuity Corp., and Laurentian Bank Securities Inc.(together with the Lead Agent, the “Agents”). The Company has granted to the Agents an over-allotment option (the “Over-Allotment Option”) to offer for sale up to an additional number of Units equal to 15% of the number of Units sold under the Offering, at the Offering Price, to cover over-allotments, if any, and for market-stabilization purposes. The Over-Allotment Option will be exercisable, in whole or in part, in the sole discretion of the Agents, on or after the closing date of the Offering and for a period of 30 days thereafter, for additional Units and/or Warrants (or any combination thereof).

The Offering is being conducted on a “commercially reasonable efforts” agency basis and is subject to customary closing conditions, including, but not limited to, the entering into of an agency agreement with the Agents, and the approval of the securities regulatory authorities and the TSX Venture Exchange.

The Company intends to use the net proceeds of the Offering to fund capital expenditures and continued exploration of the Company’s Santa Daniela project, as well as for working capital and general corporate purposes, all as described in more detail in the Prospectus.

The Offering will be completed (i) by way of a short form prospectus filed in the Canadian Jurisdictions, (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (iii) outside Canada and the United States on a basis that does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.

The Prospectus, containing important information relating to these securities described herein, has been filed with securities commissions or similar authorities in the Canadian Jurisdictions. The Prospectus is still subject to completion or amendment. A copy of the Prospectus is available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. “United States” and “U.S. persons” shall have the meanings assigned to them in Regulation S under the U.S. Securities Act.