Rain City Resources Inc. (CSE: RAIN) Closes Second Tranche of Private Placement and satisfies phase 1 earn in into Avonlea Lithium Corporation (“ALC”)
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Rain City Resources Inc.
142 – 757 West Hastings Street
Vancouver, BC V6C 1A1
Canada
Rain City Resources Inc. (CSE: RAIN) Closes Second Tranche of Private Placement and
satisfies phase 1 earn in into Avonlea Lithium Corporation (“ALC”)
Third and final tranche of Private Placement expected to close by October 15, 2024
Monday October 7, 2024 – Vancouver, BC – Rain City Resources Inc. (RAIN:CSE) (the “Company”
or “R AIN”) 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 a second tranche of its financing (the “Financing”) and issued 1,411,000 shares of common
stock to subscribers for gross proceeds of $105,825. The Company issued a further 37,500 shares of
common stock and 37,500 share purchase warrants for exercise for two (2) years at $0.15 per share to an
introducing broker in respect of the closing of the Second tranche. All shares issued are subject to a four -
month hold period expiring February 8, 2025.A third and final tranche of the Financing is expected to close
on or before October 15, 2024.
The Company has also successfully concluded phase 1 of its’ earn in with respect to the option agreement,
as amended, (the “Agreement”) entered into with Avonlea Environmental Technologies Corp. (“Avonlea”)
on June 12, 2024. Under the original terms of the Agreement, RAIN agreed to pay to Avonlea the sum of
US$800,000 to satisfy the initial earn- in of 7.5% in ALC (“Payment 1”). As a result of subsequent
amendments to the original Agreement, including a third amendment dated September 30, 2024, Avonlea
and RAIN have agreed that cash payments previously advanced in the amount of US$600,000 and the
issuance of 3 million shares of RAIN common stock from treasury (the “Share Consideration”) shall satisfy
in full Payment 1 and upon such issuance of the Share Consi deration, RAIN shall immediately earn 7.5%
of ALC. The Company will issue the Share Consideration in accordance with CSE policy. Shares issued
will be subject to a four-month hold period expiring February 17, 2025.
The Company is using the proceeds from its Financing to fund the building of a containerized pilot plant
for field testing. Potential testing sites are now being assessed. RAIN and Avonlea will work together to
select a suitable location and are currently in discussions with a number of parties in this regard. As part
of the terms of the Agreement, 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 this first earn -in milestone and in the coming months we look forward to
advancing on both the deployment of a field pilot test in North America, and agreement on additional
strategic ground and alliances in Latin America. Over t he course of the last several months RAIN has
worked incredibly closely with Avonlea, and its partners and affiliates, to develop and refine a go-to-market
strategy. On the basis of this work, and in discussion with global leaders in the lithium market, we’re more
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confident than ever in the potential and promise this technology represents both for RAIN and for the
extractive lithium industry at large.”
To date the Company has raised a total of $1,467,777.15 through its non-brokered private placement at 7.5
cents per share.
Option Issuance to Non-Executive Directors and Advisory Board Members
Following the Company’s Annual General Meeting held September 10, 2024, the Company has granted the
following stock options to members of the Board of Directors and its Advisory Board at $0.08 per share ,
exercisable for a term of three (3) years from October 7, 2024. Options granted vest as to ¼ on grant date
and ¼ each six months thereafter.
Non-Executive Directors
Bernadette D’Silva 400,000 stock options
Murray Tevlin 400,000 stock options
Advisory Board Members
Sebastian Quiñones 200,000 stock options
Ronald Lincz 200,000 stock options
Douglas Brett 200,000 stock options
The Company has previously granted 4 million stock options to officers, directors and consultants at $0.075
exercisable until June 13, 2027 and vesting as to ¼ on grant date and ¼ each six months thereafter.
In addition, the Company has today appointed a fourth Advisory Board Member, Mr. Andrew Judson. Mr.
Judson is currently the Chairman of the Board of Crown LNG and a Senior Advisor to Fort Capital
Securities Ltd. Previously, Andrew has spent twenty -four years in Capital Markets and Private Equity,
focused on all aspects of the energy industry – upstream E&P, oilfield services and midstream processing.
Andrew covered financial institutions across Canada, the US and Europe and energy companies operating
domestically and around the world. More recently, Andrew was a Managing Director at Camcor Partners,
a Calgary based boutique Private Equity firm investing in upstream companies active in the Western
Canadian Sedimentary Basin on behalf of Institutional and pri vate LPs. Andrew graduated from the
University of Calgary with a BA in History (Distinction)(1991) and an MBA in Finance
(Distinction)(1995).
Equity issuance to Benjamin Hill as CEO
Under the terms of his compensation package, Benjamin Hill has 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 will issue the shares
in accordance with CSE policy. Shares issued will be subject to a four-month hold period expiring February
17, 2025.
Mr. David Shaw, RAIN’s Chairman of the Board commented:
“We are grateful to Ben for electing to take part of his agreed remuneration package in equity. This further
aligns him to the success of the Company and shows our intention of incentivising our executive team as
we continue to grow RAIN into a worldclass Direct Lithium Extraction company. Compensation to
members of the board, officers, consultants and advisory board members in the form of long-term options
provides ongoing incentive for our growing team to deliver future results for RAIN and its shareholders.”
About:
Rain City is a vertically integrated renewable energy technology company focussed on developing the
technologies that serve the world’s growing energy storage needs. The primary focus is lithium production
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sourced from brines using proprietary Direct Lithium Extraction (DLE) processes. RAIN has an option to
acquire up to a 100% interest in an innovative and patented DLE technology (ACCELi).
FOR FURTHER INFORMATION CONTACT:
Benjamin Hill David Shaw
Chief Executive Officer Chairperson
RAIN CITY RESOURCES INC.
Website: www.raincityresources.com
Email: [email protected]
Telephone: 778-819-3792
Cautionary Statement Regarding Forward-Looking Information
Forward-Looking Statements This news release includes certain "forward -looking statements" under
applicable Canadian securities legislation. Forward -looking statements include, but are not limited to,
statements with respect to: deployment and operation of pilot plant and field testing facilities and
operational potential of an ownership interest in Direct Lithium Extraction processes and technology; the
business and operations of the Company after closing acquisition transactions and associated operational
forecasts. Forward looking statements are based upon a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may
cause the actual results and future events to differ mat erially from those expressed or implied by such
forward-looking statements. Such factors include, but are not limited to: general business, economic,
competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory
approvals; uncertainties surrounding renewable energy and the lithium production industry. 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 should not place undue reliance
on forward-looking statements. The Company disclaims any intention or obligation to update or revise any
forward- looking statements, whether as a result of new information, future events or otherwise, except as
required by law. There can be no assurance that proposed operations will be successful or t hat the
anticipated financial, economic or strategic benefits will be realized.
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.