Rainy Mountain Announces Expiry of Fully Subscribed Rights Offering Gross Proceeds $1,354,705
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Trading symbols: TSX-V: RMO
Frankfurt: EK7N-FF
News Release No. 17-04
Rainy Mountain Announces Expiry of Fully Subscribed Rights Offering
Gross Proceeds $1,354,705
West Vancouver, British Columbia - February 27, 2017 - Rainy Mountain Royalty Corp. (the
“Company” or “RMO”) announces the expiry of its previously announced rights offering . All
unexercised rights expired at 2:00 pm (Vancouver time) on February 24, 2017 (the “Expiry Time”)
and are void and of no value. Details of the rights offering are set out in the amended and restated
rights offering notice dated January 25, 2017 and amended and restated rights offering circular
dated January 25, 2017, which are avai lable on the Company’s profile at www.sedar.com. The
rights offering was over -subscribed and the Company will be closing on a total offering amount
of $1,354,705 which was the maximum amount offered by the Company pursuant to the rights
offering.
Details of the Rights Offering
15,949,964 rights were exercised prior to the Expiry Time under the basic subscription privilege
entitling the holders thereof to acquire an aggregate of 7,974,982 units (the “ Units”) of the
Company at $0.10 per Unit for gross proceeds of $797,498 and an additional 8,921,029 Units were
subscribed for by rights holders under the additional subscription privilege. As the total number
of Units that can be issued under the rights offering was 13,547,056 Units only, 5,572,074
additional Units will be issued pursuant to the additional subscription privilege for gross proceeds
of $557,207. Each Unit is comprised of one common share of the Company and one -half of one
common share purchase warrant (each, a “Warrant”) of the Company, with each whole Warrant
exercisable into one common share of the Company for a period of 24 months a price of $0.15 for
a period expiring on the 12 month anniversary of the closing date and at an exercise price of $0.25
thereafter. Closing of the right s offering is expected to occur at 10:00 am (Vancouver time) on
March 1, 2017.
In addition, pursuant to a soliciting dealer agreement with stand -by guarantee between the
Company and Mackie Research Capital Corporation (“MRCC”), RMO will pay MRCC $9,187.50
plus taxes and disbursements as payment for t he balance of its corporate financing fee and a
soliciting dealer’s fee of 8% of the aggregate gross proceeds raised under the rights offering ,
excluding proceeds raised as a result of the exercise of rights by insiders of RMO. MRCC will also
be issued an option entitling it to acquire that number of common shares of the Company as is
equal to 25% of the number of Units distributed pursuant to the rights offering for proceeds of up
to $500,000 and 10% of the remaining number of Units, excluding any Units issued to insiders of
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RMO, at an exercise price of $0.135 per common share for a period of 24 months following the
closing date (the “MRCC Option”).
After the issue of Units under the rights offering, the Comp any will have approximately
40,979,931 common shares issued and outstanding, excluding any common shares which may be
issued to MRCC pursuant the MRCC Option.
For further information, contact Mr. Clive Shallow, Shareholder Communications, at 604-
922-2030, or visit the Company’s website at www.rmroyalty.com.
RAINY MOUNTAIN ROYALTY CORP.
“Douglas L. Mason”
_________________________________
Douglas L. Mason, Chief Executive Officer
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.
This news release includes certain statements that may be deemed “forward-looking statements” within the meaning of applicable
securities legislation. All statements, other than statements of historical facts, that address such matters, including the issuance of
the MRCC Option and the number of common shares of the Company that will be issued and outstanding after the issuance of
Units, are forward-looking statements and, as such, are subject to risks, uncertainties and other factors which are beyond the
reasonable control of the Company. Such statements are not guarantees of future performance and actual results or developments
may differ materially from those expressed in, or implied by, this forward -looking information. Factors that could cause actual
results to differ materially from those in forward-looking statements include such matters as the closing of the rights offering and
other risks related to the business of the Company and rights offering . Any forward-looking statements are expressly qualified in
their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change
after that date and the Company does not undertake any obligati on to update publicly or to revise any of the forward -looking
statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities
laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United
States. The securities described herein have not been and will not be registered under the United States Securities Act of 19 33, as
amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption
from the registration requirements of such Act.