West Vancouver, British Columbia – February 27, 2017 – Rainy Mountain Royalty Corp. (the “Company” or “RMO”) announces the expiry of its previously announced rights offering. All unexercised rights expired at 2:00 pm (Vancouver time) on February 24, 2017 (the “Expiry Time”) and are void and of no value. Details of the rights offering are set out in the amended and restated rights offering notice dated January 25, 2017 and amended and restated rights offering circular dated January 25, 2017, which are available on the Company’s profile at www.sedar.com. The rights offering was over-subscribed and the Company will be closing on a total offering amount of $1,354,705 which was the maximum amount offered by the Company pursuant to the rights offering.
Details of the Rights Offering
15,949,964 rights were exercised prior to the Expiry Time under the basic subscription privilege entitling the holders thereof to acquire an aggregate of 7,974,982 units (the “Units”) of the Company at $0.10 per Unit for gross proceeds of $797,498 and an additional 8,921,029 Units were subscribed for by rights holders under the additional subscription privilege. As the total number of Units that can be issued under the rights offering was 13,547,056 Units only, 5,572,074 additional Units will be issued pursuant to the additional subscription privilege for gross proceeds of $557,207. Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant (each, a “Warrant”) of the Company, with each whole Warrant exercisable into one common share of the Company for a period of 24 months a price of $0.15 for a period expiring on the 12 month anniversary of the closing date and at an exercise price of $0.25 thereafter. Closing of the rights offering is expected to occur at 10:00 am (Vancouver time) on March 1, 2017.
In addition, pursuant to a soliciting dealer agreement with stand-by guarantee between the Company and Mackie Research Capital Corporation (“MRCC”), RMO will pay MRCC $9,187.50 plus taxes and disbursements as payment for the balance of its corporate financing fee and a soliciting dealer’s fee of 8% of the aggregate gross proceeds raised under the rights offering, excluding proceeds raised as a result of the exercise of rights by insiders of RMO. MRCC will also be issued an option entitling it to acquire that number of common shares of the Company as is equal to 25% of the number of Units distributed pursuant to the rights offering for proceeds of up to $500,000 and 10% of the remaining number of Units, excluding any Units issued to insiders of RMO, at an exercise price of $0.135 per common share for a period of 24 months following the closing date (the “MRCC Option”).
After the issue of Units under the rights offering, the Company will have approximately 40,979,931 common shares issued and outstanding, excluding any common shares which may be issued to MRCC pursuant the MRCC Option.
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”
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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 news 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 as future exploration, drilling, exploration activities, potential mineralization and resources and events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties and other factors of which are beyond the reasonable control of the Company. Such statements are not guarantees of future performance and actual results or developments 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, exploitation and exploration results, 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. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the 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.