Rain Resources Corp. Announces Name Change and Consolidation

May 05, 2020 5:53 PM EDT | Source: 1308402 B.C Ltd.

Vancouver, British Columbia--(Newsfile Corp. - May 5, 2020) - Rain Resources Corp. ("Rain" or the "Company") announces that it has changed its name to "CloudBreak Discovery Corp." (the "Name Change") and has completed a consolidation of its Class A common shares (each, a "Share") on the basis of one (1) post-consolidation Share for every two (2) pre-consolidation Shares (the "Consolidation"). The Name Change and Consolidation have been completed in conjunction with and in contemplation of the Company's previously announced merger transaction with Ridge Royalty Corp. ("Ridge") pursuant to which Rain and Ridge will complete a "three-cornered amalgamation", with Ridge amalgamating with Rain's wholly-owned subsidiary (see the Company's news release dated February 12, 2020 respecting the transaction).

Prior to the Consolidation, there were 10,397,549 Shares issued and outstanding, and following the Consolidation there are 5,198,778 Shares issued and outstanding. No fractional Shares were issued under the Consolidation; instead where the Consolidation would have otherwise resulted in a shareholder being entitled to a fractional Share, the number of Shares issued to such holder was rounded up or down to the nearest whole number. The new CUSIP and ISIN for the Shares are 189121106 and CA1891211064, respectively.

A letter of transmittal with respect to the Consolidation will be mailed to registered shareholders of the Company. All registered shareholders with physical certificates will be required to send their respective certificates representing pre-consolidated Shares along with a completed letter of transmittal to the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), in accordance with the instructions provided in the letter of transmittal. Additional copies of the letter of transmittal can be obtained through Computershare. All shareholders who submit a duly completed letter of transmittal along with their respective pre-consolidated Share certificate(s) to Computershare, will receive a post-consolidation Share certificate. Shareholders who hold their Shares through a broker or other intermediary and do not have Shares registered in their name will not need to complete a letter of transmittal.

On Behalf of the Board of Directors

Robert Meister
Chief Executive Officer
(604) 351-6647

Forward-Looking Information

Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/55424

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