Rainmaker Resources Ltd.
TSX VENTURE : RIR

Rainmaker Resources Ltd.

April 27, 2017 22:19 ET

Rainmaker Closes Private Placement; Repays Convertible Debentures; Issues Options

TORONTO, ONTARIO--(Marketwired - April 27, 2017) - Rainmaker Resources Inc. (TSX VENTURE:RIR), (the "Company" or "Rainmaker") is pleased to announce the closing of its non-brokered private placement (the "Financing" or "Offering"), as previously announced on March 8, 2017, consisting of 5,200,000 common shares of Rainmaker ("Shares") at a price of $0.05 per Share for aggregate gross proceeds of $260,000. No finder's fees were paid in connection with the Offering. Directors Mr. Chris Healey and Mr. Isaac Maresky, as well as the Chief Financial Officer of the Company, Mr. Daniel Vinegar, have participated in the Financing, as further outlined below. The Shares issued in connection with the Offering are subject to a regulatory hold period of four months and a day in accordance with the rules and policies of the TSX Venture Exchange ("TSXV") and applicable Canadian securities laws, and such further restrictions as may apply under foreign securities laws. Completion of the Offering is subject to final approval of the TSXV.

Repayment of Convertible Debenture

The Company has utilized a portion of the proceeds from this Financing to repay all outstanding convertible debentures of the Company issued and announced as at September 22, 2016, in the amount of $72,770.

Insider Participation

In connection with the Offering: (a) Mr. Chris Healey, the President, Chief Executive Officer and Director of the Company, indirectly, through Healex Consulting Ltd. subscribed for 308,600 Shares; (b) Mr. Isaac B. Maresky, Director of the Company, subscribed for 720,000 Shares; and (c) Mr. Daniel Vinegar, the Chief Financial Officer of the Company, subscribed for 100,000 Shares. Such subscriptions constitute as "Related Party Transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSXV. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101 as neither the fair market value of any securities issued to or the consideration paid by such persons exceeds 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

Options Issuance

Rainmaker also announces the issuance of 1.151 million options to various executives, directors, and consultants, in accordance with the Company's approved option plan. Each option is exercisable into one Share at $0.07 per Share for a period of 5 years.

About Rainmaker Resources Inc.

Rainmaker is a TSXV-listed company focused on creating shareholder value through the exploration and advancement of projects at the intersection of mining and technology. Rainmaker controls the option to acquire the Sarcobatus Flats lithium project in Nevada, along a highway near the only producing Lithium mine in the United States. The recently completed National Instrument 43-101-compliant technical report noted "The geologic setting of the Project is similar to that of producing Lithium brine deposits in the Clayton Valley approximately 45 air miles north of the Project." Lithium is a major component of electric vehicle batteries, and Rainmaker's project sits 345km away from Tesla's Gigafactory.

Additionally, Rainmaker currently owns a 12.5% joint venture interest in Dufferin Lake - a uranium asset in the Athabasca Basin of Saskatchewan. Dufferin Lake is operated by NexGen Energy - a public company with a large asset portfolio and a market capitalization exceeding $800 million. Uranium is used for efficient electricity generation.

Chris Healey, P.Geo., President and CEO of Rainmaker, is the Qualified Person, under National Instrument 43-101, who is responsible for all other technical content of this release, and consents to its release.

Disclaimer: 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. Certain of the information contained in this news release may contain "forward-looking information". Forward-looking information and statements may include, among others, statements regarding the future plans, costs, objectives or performance of the Company or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking statements and information are based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. The Company does not intend, nor does the Company undertake any obligation, to update or revise any forward-looking information or statements contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

Contact Information

  • Rainmaker Resources Ltd.
    Chris Healey, P.Geo,
    President & CEO
    (778) 996-1810