Rainy Mountain Announces Non-Brokered Private Placement
RAINY MOUNTAIN ROYALTY CORP.
(TSXV: RMO) (Frankfurt: EK7N-FF)
FOR IMMEDIATE RELEASE October 24, 2022
RAINY MOUNTAIN ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia (October 24, 2022) – Rainy Mountain Royalty Corp. (TSXV: RMO) (Frankfurt: EK7N-FF) (“Rainy Mountain” or the “Company”) is pleased to announce a non-brokered private placement financing of up to 14,000,000 units of the Company (the “Units”) at a price of C$0.035 per Unit for gross proceeds of up to C$490,000 (the “Financing”).
Each Unit is comprised of one common share of the Company and one common share purchase warrant (“Warrant”) of the Company. Each Warrant will entitle the holder to purchase one common share of the Company at an exercise price of C$0.05 for a period of 60 months following the closing date of the Financing. A portion of this Financing, yet to be determined, will be done as flow-through.
In connection with the Financing, the Company may pay finder’s fees up to 6% cash and up to 6% in finder’s warrants to eligible finders. Closing of the Financing is subject to receipt of all necessary approvals, including that of the Board of Directors and the TSX Venture Exchange. All securities issued in connection with the Financing will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.
Insiders may participate in the Financing and will be considered a related party transaction subject to Multilateral Instrument 61-101. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the private placement by insiders will not exceed 25% of the fair market value of the Company's market capitalization.
The proceeds will be used by the Company to finance an upcoming exploration on its 100% owned Powell project, participate in upcoming work on the Marshall Lake VMS project, and for general working capital.
On behalf of the Board of Directors,
Sean Charland
604 681-1568
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Forwardlooking statements in this news release include, but are not limited to, the effective date of the Consolidation. Any number of factors could cause actual results to differ materially fiom these forward- looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise. 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.