Early Warning Press Release Regarding Investment in Rain City Resources Inc

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Vancouver, British Columbia–(Newsfile Corp. – June 6, 2022) – 1300214 B.C. Ltd. (the “Acquiror”) acquired 10,000,000 shares (the “Shares”) of Rain City Resources Inc. (the “Reporting Issuer” or “Company”) on May 24, 2022. The Acquiror previously held 3,333,333 Shares, or 20.92% of the issued and outstanding common shares of the Company, and 3,333,333 warrants. Assuming exercise of the 3,333,333 warrants, 6,666,666 Shares of the Reporting Issuer will be held by the Acquiror representing 25.61% of the Reporting Issuer’s Shares.

The Shares were acquired pursuant to a property purchase and sale agreement dated April 21, 2021 (the “Agreement”) for the issuance of cash or shares to the value of $500,000. 10,000,000 Shares of the Reporting Issuer were issued at a price of $0.05 CAD.

Although the Acquiror is not acting jointly or in concert with any other person. Emma Fairhurst is a control person of the Acquiror. 1185313 B.C. Ltd., a company beneficially held by Ms. Fairhurst also held 666,666 Shares and 900,000 warrants of the Reporting Issuer. Prior to the transaction, both parties together controlled 3,999,999 Shares representing 25.11% on an undiluted basis and 40.83% on a partially diluted basis. Following the completion of the transaction, both parties together controlled 13,999,000 Shares representing 53.78% on an undiluted basis and 60.25% on a partially diluted basis.

The Shares were acquired for investment purposes. Ms. Fairhurst has a long-term view of the Company and may acquire additional securities of the Company either on the open market or through private acquisitions or sell the Shares on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the Acquiror’s early warning report may be obtained on the Issuer’s SEDAR profile www.sedar.com.

1300214 B.C. Ltd:
Emma Fairhurst

For further information, please contact Rain City Resources Inc.:
[email protected]
604-681-3170

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/126623