Rainy Mountain Announces Loans, Consolidation and Board Changes
West Vancouver, British Columbia – August 16, 2019 – Rainy Mountain Royalty Corp. (the “Company” or “Rainy Mountain”) 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, the lenders have agreed to provide the Company an aggregate credit facility of $200,000 (the “Facility”), for a period of 12 months from the last advance made thereunder at an interest rate of ten percent (10%), subject to the approval of the TSX Venture 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 Consolidation (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 rounded to the next whole share. The Company’s outstanding stock options 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 with 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 remains subject to final acceptance by the TSXV.
A letter of transmittal will be sent to the registered 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 holder thereof is entitled to as a result of the Consolidation.
The Company also announces the resignations of Andrzej Kowalski and Mehrun Payravi as directors of the Company and the appointment of Shawn Smith and David Speck in their stead. 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 Minerals 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 Mining. 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 President, National Sales Manager 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 currently a director of Sego Resources 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.