Rainy Mountain Announces Loans, Consolidation and Board Changes
2489 Bellevue Avenue, West Vancouver, BC V7V 1E1 Tel 604 922 2030 Fax 604 922 2037
Trading symbol: TSX-V: RMO
Frankfurt: EK7N-FF
News Release No. 19-01
Rainy Mountain Announces Loans, Consolidation and Board Changes
West Vancouver, British Columbia – August 16, 2019 – Rainy Mountain Royalty Corp. (th e
“Company” or “Rainy Mou ntain”) is pleased to announce the Company has entered into two
arms‐length loan agreements dated August 14, 2019 (the “Loan Agreements”).
Pursuant to the Loan Agreements, t he lenders have agreed to provide the Company an
aggregate credit facility of $ 200,000 (the “Facility”), for a period of 12 months from the l ast
advance made thereunder at an interest rate of ten percent (10%), subject to the approval of the
TSX Vent ure Exchange ( “TSXV”). The Facility may, in whole or in part, be prepaid without
bonus or penalty. Interest is payable quarterly in arrears commencing on September 30, 2019.
As consideration for providing the Facility, the lenders will receive, an aggregate of 3,555,555
pre-consolidation common shares (each a “Bonus Share”). The Bonus Shares will be subject to
a hold period of four months and one day from the date of issuance . The Bonus Shares are
subject to TSXV and regulatory approval and the completion of the C onsolidation (as defined
below). The funds available from the Facility will be used for accounts payable.
In order to better finance the Company and as a condition of the Loan Agreements, the Board of
Directors have approved and authorized a consolidation of the Company’s issued and
outstanding common shares on a ten old shares for one new share ( 10:1) basis (the
“Consolidation”), consolidating its 54,445,963 currently outstanding shares to 5,444,596 shares.
The Company will not be issuing fractional shares as a result of the Consolidation. Instead, all
fractional shares equal or greater to one ‐half will be r ounded to the nex t whole share. The
Company’s outstanding stock opt ions and share purchase warrants will be adjusted upon
completion of the Consolidation.
The Company does not intend to change its name or seek a new stock trading symbol from the
Exchange in connection wi th the consolidation . The Company’s shares will continue to trade
under the symbol “ RMO”. The post-Consolidation common shares of the Company will have a
new CUSIP and ISIN number. The consolidation rem ains subject to final acceptance by t he
TSXV.
A letter of transmittal wi ll be sent to the regis tered shareholders providing instructions to
surrender the share certificates evidencing their pre ‐consolidated common shares for
replacement certificates representing the number of post‐consolidated common shares they are
entitled to as a result of the Consolidation. Until surrendered, each certificate representing the
pre‐consolidated common shares will be deemed to represent the number of post‐consolidated
common shares of the Company that the h older thereof is entitled to as a res ult of the
Consolidation.
The Company also announces t he resignations of Andrzej Kowalski and Mehrun Payravi as
directors of the Company and the appointment of Shawn Smith and David Speck in their ste ad.
The Company thanks Messrs. Kowalski and Payravi for their years of service to the Company.
Shawn Smith serves on the board of GK Resources Ltd. (TSXV .NIKL) and Boss Mi nerals Inc.
Mr. Smith completed his Bachelor of Commerce (Finance) at Dalhousie University in Halifax,
Nova Scotia in May 2003. After completing several commercial real estate developments, he
went on to receive a Real Estate Salesperson and Sub -mortgage Broker title at University of
British Columbia. He is currently a principal for Stonecroft Ventures Inc. , a development
company as well as a realtor for HomeLife Benchmark Corp.
David Speck is currently President of 3D Imaging Partners, a medical software company based
in Toronto. Mr. Speck has numerous years of experience in senior management roles, including
his role as Director and Vice -President of Polar Star Mi ning. He has extensive experience in
investor relations and corporate development including senior positions as Vice President at
O'Donnell Investment Management, Complex Sales Manager at Merrill Lynch Canada, and
Executive Vice Pre sident, National Sales M anager at Research Capital Corporation. He has
served as an independent investor relations officer for several publicly traded companies listed
on both the TSX and TSX Venture Exchanges and is cur rently a director of Sego R esources
Inc. Mr. Speck is a graduate of the University of Guelph and completed his Chartered Financial
Analyst (CFA) degree in 1994.
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
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.
Forward-looking statements in this news release include, but are not limited to, the Company’s proposed use
of the proceeds of the loan and the completion of the transactions contemplated by the Loan Agreements, as
well as the Consolidation. Any number of factors could cause actual results to differ materially from 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.