Vancouver, British Columbia--(Newsfile Corp. - February 12, 2021) - Raindrop Ventures Inc. (CSE: RAYN) (FSE: RV0) ("Raindrop" or the "Company") has closed a non-brokered private placement of 12,500,000 units (the "Units") of the Company at a price of $0.16 per Unit for gross proceeds of $2,000,000 (the "Offering"). Each Unit consists of one share in the capital of the Company (a "Common Share") and one half of one non-transferable Common Share purchase warrant (each whole Common Share purchase warrant, a ("Warrant"). Each Warrant entitles the holder to acquire one Common Share (a "Warrant Share") at a price of $0.27 per Warrant Share for a period of thirty-six months from the date of issue.
Proceeds from the sale of Units will be used for general corporate purposes. All securities issued under the Offering are subject to a four month and one day hold period expiring June 13, 2021. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States absent registration or an exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
Insiders of the Company subscribed for an aggregate of 425,000 Units under the Offering. The issuances of Units to insiders pursuant to the Offering are considered related party transactions within the meaning and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the insider participation as, at the time the transactions were agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transactions, insofar as it involves the insider participation, exceeded 25% of the Company's market capitalization. The Company will file a material change report in respect of the Offering. However, the material change report will be filed less than 21 days prior to the closing of the Offering, which is consistent with market practice and the Company deems reasonable in the circumstances.
Update on Acquisition of Liberty Gold's Nevada Exploration Portfolio
Raindrop continues to progress towards closing of the acquisition of Liberty Gold Corp.'s exploration portfolio consisting of three 100%-owned properties (Anchor, Stateline, and Sandy) and three 49%-owned properties (Brik, Easter, and Viper). The closing of the Offering was a condition to closing the acquisition. The acquisition price consists of US$50,000 in cash, 9.9% of Raindrop's issued and outstanding share capital after completion of the Offering and a 1.5% net smelter return royalty on certain of the properties.
The six properties are located within the Great Basin but in Nevada:
- Anchor - Carlin type gold property, with undrilled gold targets;
- Stateline - low sulphidation gold /silver property with highlight gold values from 1.46 to 4.55 grams per tonne ("g/t") gold from 1.5 metres ("m") drill intersections along a 305 m long vein (true widths unknown);
- Sandy - sediment hosted gold property with a 2,740 by 735 m jasperoid zone;
- Brik - low sulphidation gold property with highlight drill intersections of 2.41 g/t gold over 16.7 m, including 14.95 g/t gold over 1.5 m, and 0.99 g/t gold over 18.3 m, from surface in hole PB-24;
- Easter - low sulphidation epithermal vein-breccia-stockwork gold-silver deposit with a 2010 historic resource;
- Viper - low sulphidation epithermal gold property with highlight drill intersections of 1.09 g/t gold over 33.5 m (true width unknown).
For more information on the six new properties, see our news release dated November 18, 2020.
G. Peter Parsley, P.Geo. Idaho, is the "Qualified Person" under National Instrument 43-101 - Standards of Disclosure for Mineral Projects who has reviewed and approved the technical content of this news release.
About Clover Mtn
Clover Mtn is located on BLM land 60 miles southeast of Boise, Idaho and consists of 43 unpatented claims totaling 350 hectares. The Company believes Clover Mtn lies within the "Jarbidge Trend" which includes projects such as Integra Resources' Delamar, Florida Mountain and War Eagle gold-silver properties in Idaho and the Jerritt Canyon Gold, LLC's gold mine in Nevada, where over 8 million ounces of gold were produced since 1981. Clover Mtn has previously returned highlight rock chip samples of 1.99 g/t gold, 19.95 g/t silver, 1.25% copper and 1.54% zinc and soils gold values ranging from 0.02 g/t to 0.78 g/t and silver values ranging from 0.02 g/t to 1.19 g/t.
Anchor is a Carlin-type, sedimentary rock-hosted gold target associated with the Devil's Gate - Chainman/Diamond Peak formation contact at intersection points with west-northwest striking fault zones. The property consists of 54 unpatented federal lode claims at the southern end of the Battle Mountain - Eureka gold trend, 11 kilometres northwest of the 4-million-ounce Ruby Hill gold deposit and is centered on a 600 by 500 m gold-arsenic-antimony rock and soil geochemical anomaly in in Upper Plate Ordovician Vinini Formation siliclastic sedimentary rocks. Historic exploration returned highlight gold grab samples of 1.83 g/t along with 11,000 ppm arsenic and 1,030 ppm antimony. Historic drilling generally averaged less than 0.01 gpt with several narrow zones with values from 0.5 to nearly 1.0 gpt.
About Raindrop Ventures Inc.
Raindrop is a newly formed company that began trading on the CSE on February 3, 2020 and is led by a noted leader in mining and mineral exploration with the express purpose of acquiring and exploring mineral properties in the new resource commodity cycle. Raindrop acquired and is exploring the Clover Mountain Property and has entered into an agreement to acquire a package of 6 properties from Liberty Gold that will allow a focus on the Anchor project.
Raindrop has a well-planned capital structure with 36,487,700 shares issued and outstanding and a significant team and insider ownership. For more information, please visit www.raindropventures.ca.
ON BEHALF OF THE BOARD OF DIRECTORS
President and Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
President, Chief Executive Officer and Director
Raindrop Ventures Inc.
Corporate Secretary and Director
Raindrop Ventures Inc.
Cell phone: 604-834-1365
Forward Looking Information
This news release contains "forward-looking statements" or "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on the assumptions, expectations, estimates and projections as of the date of this news release. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Raindrop disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. Readers should not place undue reliance on forward-looking statements.
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