Rain City Resources Inc. (CSE: RAIN) Closes Final Tranche of Private Placement
142 – 757 West Hastings St. Vancouver, BC V6C 1A1
Rain City Resources Inc. (CSE: RAIN) Closes Final Tranche of Private Placement
Terminates October 2016 Option Agreement with respect to Northern Champion Property
Friday, October 18, 2024 – Vancouver, BC – Rain City Resources Inc. (RAIN:CSE) (the “Company” or “RAIN”) Further to RAIN’s news release of June 13, 2024, announcing an equity raise of up to $1,875,000 by way of issuance of 25 million common shares, RAIN (or the “Company”) announces that it has today closed the final tranche of its financing (the “Financing”) and issued an additional 4,824,566 shares of common stock to subscribers for gross proceeds of $361,842.46.
Insiders participated in this tranche of the Offering for $256,500. The issuance of shares to insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.
In total the Company has raised gross proceeds of $1,829,619.61 and issued 24,394,928 shares to subscribers. Insiders participated in the Offering for a cumulative $575,250.
The Company issued 78,750 shares of common stock and 78,750 share purchase warrants for exercise for two (2) years at $0.15 per share to an introducing broker in respect of total proceeds received from all three tranches of the Financing.
All shares issued are subject to a four-month hold period expiring between December 23, 2024 and February 19, 2025.
The Company will use proceeds from the final tranche of the Financing to fund the building of a containerized pilot plant for field testing in accordance with an option agreement between the Company and Avonlea Environmental Technologies Corp. (“Avonlea”) whereunder the Company recently concluded its phase 1 earn in of 7.5% of Avonlea Lithium Corporation (“ALC”), a company owned by Avonlea. ALC has adapted its patent-pending hydrodynamic cavitation, reactor, proven in industrial water treatment for the extraction of lithium from brine water. Potential testing sites are now being assessed. RAIN and Avonlea will work together to select a suitable location and continue discussions with a number of parties in this regard. RAIN will contribute the first US$200,000 to fund any operational expense associated with shipping and mobilization of the pilot plant.
Benjamin Hill, RAIN’s CEO commented:
“We’re pleased to conclude our Financing and have the available resources to continue to move forward with the pilot plant for field testing of the hydrodynamic cavitation reactor. We look forward to providing additional updates in due course.”
The Company intends to focus ongoing efforts on its integrated lithium technology and project development strategy. In keeping with this plan, RAIN has terminated an option agreement originally signed on October 25, 2016, with Rich River Exploration Ltd. (“Rich River”). As consideration for the acceptance of the notice of termination, RAIN and Rich River have agreed as follows:
-Rain shall transfer to Rich River a total of 200,000 shares of the common stock of Mineral Road Discovery Inc.
-Rain shall issue to Rich River a total of 200,000 shares of its common stock.
-Rain shall pay $7,000 currently included in the Company’s accounts payable to Rich River.
Upon issuance and transfer of the consideration, RAIN shall have no further rights or interest in the Northern Champion Property and Rich River Exploration Ltd. shall have no further payments due from Rain City Resources Inc. Shares issued to Rich River Shares issued will be subject to a four-month hold period expiring February 19, 2025.
Correction:
In the Company’s press release issued October 7, 2024, the Company advised Mr. Benjamin Hill had elected to waive a sign on bonus of $225,000 in return for the issuance of 3,000,000 shares in the Company. The Company wishes to clarify that Mr. Benjamin Hill elected to receive his sign on bonus of $225,000 and use such proceeds to subscribe for 3,000,000 shares under the Company’s Financing at $0.075 per share.
About Us:
Rain City is an integrated lithium technology and project development company committed to solving the environmental, social, and economic issues associated with extracting lithium from brine. Adapting our core technology, ACCELi, proven in the oil fields on over 20 million barrels of water treatment, to DLE, represents a step-change in the cost of lithium production, with an industry leading foot print and little to no water use.
FOR FURTHER INFORMATION CONTACT:
Benjamin Hill David Shaw Chief Executive Officer Chairperson
RAINCITY RESOURCES INC.
Website: www.raincityresources.com Email: [email protected] Telephone: 778-819-3792
Neither the Canadian Securities Exchange nor its Regulation Service Provider (as the term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy of accuracy of this news release.