Rainy Mountain Announces Non-Brokered Private Placement
RAINY MOUNTAIN ROYALTY CORP.
(TSXV: RMO) (Frankfurt: EK7N-FF)
FOR IMMEDIATE RELEASE October 24, 2022
RAINY MOUNTAIN ANNOUNCES NON-BROKERED PRIVATE
PLACEMENT
Vancouver, British Columbia (October 24, 2022) – Rainy Mountain Royalty Corp. (TSXV: RMO)
(Frankfurt: EK7N-FF) (“Rainy Mountain” or the “Company”) is pleased to announce a non-brokered
private placement financing of up to 14,000,000 units of the Company (the “Units”) at a price of C$0.035
per Unit for gross proceeds of up to C$490,000 (the “Financing”).
Each Unit is comprised of one common share of the Company and one common share purchase warrant
(“Warrant”) of the Company. Each Warrant will entitle the holder to purchase one common share of the
Company at an exercise price of C$0.05 for a period of 60 months following the closing date of the
Financing. A portion of this Financing, yet to be determined, will be done as flow-through.
In connection with the Financing, the Company may pay finder’s fees up to 6% cash and up to 6% in
finder’s warrants to eligible finders. Closing of the Financing is subject to receipt of all necessary
approvals, including that of the Board of Directors and the TSX Venture Exchange. All securities issued in
connection with the Financing will be subject to a statutory hold period of four months plus a day from
the date of issuance in accordance with applicable securities legislation in Canada.
Insiders may participate in the Financing and will be considered a related party transaction subject to
Multilateral Instrument 61-101. The Company intends to rely on exemptions from the formal valuation
and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral
Instrument 61-101 on the basis that participation in the private placement by insiders will not exceed 25%
of the fair market value of the Company's market capitalization.
The proceeds will be used by the Company to finance an upcoming exploration on its 100% owned Powell
project, participate in upcoming work on the Marshall Lake VMS project, and for general working capital.
On behalf of the Board of Directors,
Sean Charland
604 681-1568
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
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 effective date of the Consolidation.
Any number of factors could cause actual results to differ materially fiom 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.