Application FOR Management Cease Trade Order Submitted to Alberta Securities Commission Under Review
145 – 251 Midpark Blvd S.E., Calgary Alberta T2X 1S3
APPLICATION FOR MANAGEMENT CEASE TRADE ORDER SUBMITTED TO
ALBERTA SECURITIES COMMISSION UNDER REVIEW
Calgary, AB – January 27, 2026 – Rain City Resources Inc. (“RAIN” or “the Company”) (CSE:RAIN) has
applied for a Management Cease Trade Order (the “MCTO ”) in connection with the delay in filing its
audited annual financial statements, the related management’s discussion and analysis and CEO and CFO
certifications for the financial year ended September 30, 2025 (collectively, the "Required Filings"). RAIN
was obligated to file the Required Filings on or before January 28, 2026 (the “ Filing Deadline ”) in
accordance with applicable securities laws.
The Company has been unable to meet the Filing Deadline due to a delay in timely receipt of third- party
information required to conclude its audit and a working capital shortfall, both of which have delayed the
completion of the audit process necessary for the Required Filings (“Default”).
The Company is working expeditiously to remedy the reasons for the Default and has consequently made an
application to the Alberta Securities Commission (ASC) under National Policy 12-203 Management Cease
Trade Orders. The submitted application has not yet been approved and remains under review by the ASC.
The Company hopes to receive a Management Cease Trade Order (the “MCTO”) in respect of the late filing.
The Company is actively pursuing the collection of additional third-party audit support requested to conclude
its audit, as well as additional financing (the “Financing”) and anticipates securing the funds within the next
thirty (30) days. Proceeds from the Financing are expected to be used for general working capital purposes,
including payment of audit-related fees. The Company expects to be able to submit both its audited annual
financial statements, the related management’s discussion and analysis and CEO and CFO certifications for
the financial year ended September 30, 2025 as well as its interim financial statements, the related
management’s discussion and analys is and CEO and CFO certifications for the three- months ended
December 31, 2025 no later than March 30, 2026.
Should the MCTO be granted, during the term the MCTO is in effect, the general investing public will
continue to be able to trade freely in the Company's listed common shares. However, the Company's Chief
Executive Officer, Chief Financial Officer and such other directors, officers and persons as de termined by
the applicable regulatory authorities, will not be able to trade the Company's securities. The Company intends
to comply with the provisions of the alternative information guidelines as set out in National Policy 12-203
for as long as it remains in default, including the issuance of bi-weekly default status reports, each of which
will be issued in the form of a news release.
The Company also confirms that, at the date hereof, there are no insolvency proceedings against it and no
other material information concerning the affairs of the Company that has not been generally disclosed as of
the date of this press release.
About Rain City Resources Inc.:
Rain is an integrated critical mineral technology and project development company committed to addressing
the environmental, social, and economic challenges of lithium and critical mineral extraction from brine. By
2
advancing scalable, water-conscious DLE solutions, Rain is helping drive the transition to a clean energy
future.
FOR FURTHER INFORMATION CONTACT:
Benjamin Hill David Shaw
Chief Executive Officer Chairperson
RAIN CITY RESOURCES INC.
Website: www.raincityresources.com
Email: [email protected]
Telephone: 403-693-8004
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning
of applicable Canadian securities laws. Forward -looking statements relate to future events or future performance and reflect
the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements
and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations
of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur".
This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as
of the date of this news release and include without limitation, statements regarding: the Company’s proposed financing plans
and management expectations that it will miss the filing deadline for the Required Filings and the Company’s ability to file
the Required Filings within the time period described herein; discussions of future plans, estimates and forecasts and statements
as to management's expectations and intentions.
These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from
results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company
being unable to execute its business plans as intended; the Company being unable to file the Required Filings in the proposed
timeframe; the Company being unable to secure adequate financing; recent market volatility; and the state of the financial
markets for the Company’s securities.
Although management of the Company has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking statements or forward-looking information, there may be other factors that
cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly,
readers shou ld not place undue reliance on forward-looking statements and forward-looking information. Readers are
cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to
update any forward-looking state ment, forward-looking information or financial out -look that are incorporated by reference
herein, except in accordance with applicable securities laws.
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.