Rainy Mountain Closes Non-Brokered Private Placement
West Vancouver, British Columbia – September 28, 2017 – Rainy Mountain Royalty Corp. (the “Company” or “Rainy Mountain”) is pleased to announce that, further to its news releases dated July 24, 2017 and September 6, 2017, Rainy Mountain has closed its non-brokered private placement (the “Private Placement”). The Company has raised gross proceeds of $151,000 by the issuance of 1,510,000 flow through shares (the “FT Shares”) at a price of $0.10 per FT Share. All of the securities issued pursuant to this Private Placement are subject to a hold period expiring on January 29, 2018. In connection with the closing of the Private Placement, the Company has paid a finder’s fee of $800 to PI Financial Corp. (“PI”), being 10% of the gross proceeds raised by the Company from an investor introduced to the Company by PI.
Certain insiders of the Company have subscribed for FT Shares pursuant to the private placement. The issuance of the FT Shares to the insiders pursuant to the private placement (the “Insider Participation”) will be considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of any Insider Participation.
The Company intends to use the proceeds from this Private Placement for furthering exploration on Rainy Mountain’s optioned Brunswick Property in Ontario.
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 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 use of proceeds of the private placement, are forward-looking statements. Forward-looking statements are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “suspects”, “intends”, “estimates”, “projects”, ”targets”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results 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 market prices for the Company’s anticipated products, regulatory approvals required for the Company’s business plans, continued availability of capital and financing, and general economic, market or business conditions. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date such statements were made and are subject to change after that date and the Company does not undertake any obligation to update publicly or revise any 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 1933, 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.