Rainy Mountain Closes First Tranche of Non-Brokered Private Placements
West Vancouver, British Columbia – December 15, 2017 – Rainy Mountain Royalty Corp. (the “Company” or “Rainy Mountain”) is pleased to announce that, further to its news releases dated November 7 and December 6, 2017, Rainy Mountain has closed the first tranche of its non-brokered flow through and non-flow through private placements (the “Private Placements”). Under the first tranche, the Company has raised $100,000 by the issuance of 2,000,000 flow through units (the “FT Units”) at a price of $0.05 per FT Unit. Each FT Unit consists of one flow through common share and one non-flow through share purchase warrant, with each warrant entitling the holder to purchase an additional non-flow through common share for a period of two years at an exercise price of $0.10. All of the securities issued pursuant to the first tranche of the Private Placements are subject to a hold period expiring on April 16, 2018. The Company anticipates receiving additional subscriptions for its Private Placements, and following receipt of the same, a further closing will be completed and announced.
Certain insiders of the Company have subscribed for FT Units pursuant to the Private Placements. The issuance of the FT Units 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 its optioned gold exploration 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.