RAIN to Acquire up to 100% Interest in Direct Lithium Extraction (Dle) Company and Appoints CEO, Board and Executive Positions
RAIN CITY RESOURCES INC.
NEWS RELEASE
RAIN TO ACQUIRE UP TO 100% INTEREST IN DIRECT LITHIUM EXTRACTION (DLE)
COMPANY AND APPOINTS CEO, BOARD AND EXECUTIVE POSITIONS
Thursday June 13, 2024 – Vancouver, BC – Rain City Resources Inc. (RAIN:CSE) (the
“Company”) reports that it has entered into a Binding Agreement to acquire up to 100% interest in
Avonlea Lithium Corporation (“Avonlea”). Avonlea is a Canadian company based in Calgary, Alberta ,
that has developed a new, proprietary and innovative approach to Direct Lithium Extraction (“DLE”) that
has the potential to materially alter both the economics and the environmental footprint of lithium
extraction from desert salars and deep brines.
Highlights:
• Avonlea’s “Advanced Chemical & Cavitation Extraction of Lithium” (“ACCELi”) process is a
new and innovative (patent pending) approach to DLE
• Capital costs are a fraction of other DLE methods with comparable operating costs
• Unlike other DLE processes, the ACCELi process requires little or no outside fresh water
• The developer has four years’ commercial operations with its proprietary technology,
processing over 20 million barrels of water from oil field formations.
About Brine-Hosted Lithium Extraction
Lithium mining companies have been grappling with the twin challenges of both lithium demand and
environmental stewardship. On one hand, a world transformed by the “electric revolution” has created
an ever-increasing need for lithium-based battery storage. Whilst on the other hand, the lessons learned
in the hyper -speed rush to market beginning in 2019, highlight the need for responsible water
management and support for local communities. At the centre of this challenge is brine -hosted lithium
- the single largest mineable resource of lithium on the planet – and the electric revolution depends on
it.
Until recently the only brine-sourced lithium in commercial production relied on evaporation ponds. This
process requires the injection of water into salt deposits through deep boreholes, and pumping lithium-
rich salt water (brine) into vast multi square-kilometre evaporation ponds, leaving a high concentration
of lithium-rich brine for further processing. While this method has proven relatively simple and effective,
it requires vast amounts of water which is lost to the atmosphere. The biggest lithium -bearing brines
are found in the “Lithium Triangle” of South America, occupying parts of Chile, Bolivia, and Argentina.
Given these projects are often located in desert regions already starved of water, the evaporation
process was disastrous for local ecosystems and communities.
The mining industry has responded with a suite of technologies sharing the umbrella term Direct Lithium
Extraction. They rely on a variety of methodologies and cost -benefits, some proven, some novel, but
they all share a fundamental aspiration – a closed loop solution. In short, brine is collected, stripped of
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its contained lithium, and returned to the water reservoir from which it came. DLE can shrink land use
by 95%. It can also boost lithium recovery from ~ 65% to 95%, reduce water use; in some cases
completely, and cut production time to hours or days from t he months or years required under the
evaporation process.
DLE technology not only promises a solution for the significant challenges of Latin America’s desert
salars, it also opens up new potential sources of lithium in other jurisdictions. More recently there is an
increasing interest in extracting lithium from deep brines, such as those in oil field formations in North
America. Large companies, including ExxonMobil, Albemarle, and LANXESS, in partnership with third-
party operators, are actively exploring for lithium or developing DLE processes to extract lithium.
These technologies are still operating at pre -commercial or limited commercial levels, and outside
capital (both private sector and governmental) has funded developers on a path to commercial
operation. Since 2020 DLE developers have received more than US$900m in funding and the four most
advanced proprietary DLE-focused public companies have market capitalizations ranging from $150m
to over $500m.
About ACCELi
Avonlea’s process (ACCELi) puts energy into brine through a process known as cavitation, creating
chemical reactions that target lithium ions, bringing them out of solution into a high purity, powdered
product. This proprietary process has been successfully and commercially deployed by the operator in
the water purification sector, treating over 20m barrels of fluid over a four -year period. Products
generated through the ACCELi process are magnesium hydroxide, calcium carbonate and lithium
phosphate, which can be easily converted to lithium carbonate. All products are highly marketable with
the treated brine cycled back into the reservoir.
Competitive feature set of ACCELi compared to other technologies:
• Produces a better than 97% pure Li3PO4 (lithium phosphate) solid product without additional
steps;
• Does not require fresh water and can generate fresh water in some applications;
• Does not require input heat, it generates heat via the process;
• In addition to lithium removal, the ACCELi process also generates additional saleable
products; (eg: Mg(OH)2 (magnesium hydroxide) and CaCO3 (calcium carbonate)
• Operating costs at or below DLE comparables
• Very low Capex relative to comparables and easily scalable
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Terms of Acquisition
Option Earn-In Payments
Rain to invest USD$800,000 to earn a 7.5% interest in ALC ("Payment 1") on or before 60 days
from the date of the earn-in agreement.
On or before the earlier of (i) the 12 -month anniversary of Payment 1 and (ii) the date 60 days
after a successful field pilot test program, Rain to invest an additional USD$1,200,000 to earn an
additional 11.25% interest in ALC ("Payment 2").
On or before the 12-month anniversary of Payment 2, Rain to invest an additional USD$6,000,000
to earn an additional 24.5% interest in ALC ("Payment 3").
On or before the 12-month anniversary of Payment 3, Rain to invest an additional USD$2,000,000
to earn an additional 8.25% interest in ALC for an aggregate 51.5% interest ("Payment 4").
(Payments 1 to 4 together “Option 1”)
Additional rights are granted to Rain to purchase the remaining 48.5% interest in ALC after
completing Option 1.
Appointment of CEO and Director
Benjamin Hill
The Company is very pleased to announce the appointment of Benjamin Hill (Ben) as Chief Executive
Officer and Director. Ben joins the Company with global resource experience across multiple
commodities including nickel, lithium, copper, coal, gold and copper. As a considered investor, Ben has
sat on boards of a number of companies in a variety of jurisdictions in both executive and non-executive
positions. With experience in originating, structuring, funding, managing, and exiting investments across
various sectors and locations, Ben brings great perspicacity and insight to the Company as it embarks
on an exciting phase of growth and development. Ben is skilled in equity, convertible and debt financing
with demonstrable experience in fund management having previously worked for a number of family
offices and RAB Capital. He brings extensive private equity and capital markets expertise from his 25-
year career, predominantly in the resources sector starting at RAB Capital's flagship Special Situations
Fund (the "Fund") where he was part of the senior investment management team that grew the Fund's
AUM from $300M to over $2.7B. A qualified Barrister, Ben used his legal, structuring and investment
expertise to grow and manage the unlisted side of the Fund's portfolio under Philip Richards.
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Appointment of Ian Hutcheon to Board of Directors
Dr. Ian Hutcheon
The Company also welcomes Dr. Ian Hutcheon to the Board of Directors. Dr. Hutcheon is Professor
Emeritus of Geochemistry in the Department of Earth, Energy, and Environment at the University of
Calgary. He has worked extensively with industry and government in Canada and worldwide. His
research and industrial career spans more than 50 years focusing on the chemical reactions between
rocks and waters, with particular emphasis on brines in deep formations as well as surf ace and
groundwater. Since 2010 he has been engaged in lithium exploration and development projects in Chile
and Nevada and, most recently, in examining various DLE technologies.
Appointment of Advisory Board
The Company is very pleased to announce the following initial appointments to its newly created
Advisory Board:
Doug Brett
Mr. Brett is a Professional Engineer. Prior to joining Avonlea, Doug has been involved in the upstream
oil and gas industry in various locations throughout the world. He brings considerable experience in
building companies from the ground up along with bot h a business and technical background to
Avonlea. From 2002 to 2009, Mr. Brett built and managed an international team of 140 exploration
professionals headquartered in California for a company that developed drilling projects in over 8
countries. In 2018, Mr. Brett joined Avonlea as president and has been involved in all aspects of the
technology development, business direction and its growth.
Ron Lincz
Mr. Lincz is a Professional Engineer and the Chief Operating Officer for Avonlea with over 35 years'
experience in Water Treatment and Industrial Waste Management in the Oilfield and other Industries.
He was President of Newpark Environmental Services (NYSE:NR) for 6 years, managing over 260 staff
until 2006 when he moved overseas for 8 years working in waste management, in Eastern Europe,
MENA and Brazil. He has been COO at Avonlea since 2018 and jointly developed the Cavitek
technology and related processes.
From the Chairman
The Company’s Chairman, David Shaw, noted, “From my time as a Director of Talison Minerals,
commencing in 2010, which became the world’s largest lithium producer, I have reviewed many of the
DLE technologies and strongly believe Avonlea’s approach has considerable commercial advantages
over adsorption and other competing technologies, with the potential for it to have global significance.
I believe that the team we’ve assembled has the ability to take us there. Dr. Hutcheon is uniquely
positioned to provide technical expertise as we develop commercial operations. Ben Hill’s leadership
and network will be key to both maintaining Avonlea’s development momentum as well as sharing the
ACCELi advantages to investors worldwide. I am especially pleased to welcome Mr. Brett and Mr. Lincz
from Avonlea to the Advisory Board, and I look forward with great anticipation to our first field tests.”
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Appointment of Head of Corporate Development
Jason Cubitt
The Company welcomes Mr. Cubitt to the executive team. He has worked for the past fifteen years with
mining exploration companies and held executive and non-executive board positions with both private
and publicly traded companies on Canadian, US and Austr alian exchanges. Most recently he served
for seven years as president and CEO of Solis Minerals Ltd., a mining exploration company with copper
projects in Peru and lithium projects in Brazil. He was formerly focussed on venture capital primarily
serving the natural resource sector. He co-founded Ascenta Asset Management and Vertus Investment
Advisory, offshore investment advisory firms for which he was responsible for precious metals and
special situations mining funds. Prior to this, in 2005 he co -founded Ascenta Finance Corp. where he
served as managing director and dealer for nine years.
Executive and Board Resignations
The Company has accepted the resignation of Mr. Chris Reynolds as acting Interim Chief Executive
Officer and thanks him for his contributions. Mr. Reynolds will remain on the Board of Directors.
The Company has accepted the resignations of Justin Corinella and Nicholas Rodway from the Board
of Directors and thanks them for their contributions.
Financing
The Company announces a non-brokered private placement financing of up to 25,000,000 shares of
the Company at a price of $0.075 per share for aggregate gross proceeds of up to $1,875,000. The
proceeds of the financing will be used to fund initial earn-in commitments to Avonlea and for general
working capital purposes.
Stock Options
The Company announces that it has granted 4-million incentive stock options to certain directors,
officers, and consultants. Each Option entitles the holder to purchase one common share of the
Company at an exercise price of $0.075 for a period of 3-years from the date of grant.
FOR FURTHER INFORMATION CONTACT:
Christopher Reynolds
Director
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in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy of accuracy
of this news release.