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To: Goose94 who wrote (2067)8/9/2013 7:04:45 PM
From: Goose94Read Replies (1) | Respond to of 203822
 
Speculators like the latest news release second uptick day in a roll or something in the mist that I don't know.

Rainmaker Mining to acquire up to 75% of Iron Nugget

Aug 7, 2013 - News Release

Rainmaker Mining Corp. has signed a non-binding letter of intent with Trueclaim Exploration Inc. to acquire up to an undivided 75-per-cent interest in the 61 contiguous mining claims, consisting of 494 hectares, that comprise the Iron Nugget project, located in the Gila county mining division, approximately 12.9 kilometres north of Globe, Ariz.

The key terms of the letter of intent contemplate the company acquiring an undivided 60-per-cent interest in the property by incurring exploration expenditures on the property in the total amount of $1-million on or prior to the date that is 24 months from the closing of the transaction. The company may acquire an additional 15-per-cent interest in the property (to hold, upon such acquisition, a total 75-per-cent interest), by paying Trueclaim $500,000 for each additional 5-per-cent interest, up to a total maximum of 15 per cent, on or prior to the date that is 24 months from closing.

Closing is subject to a number of conditions, including without limitation, the parties completing their respective due diligence, the company and Trueclaim entering into a definitive agreement on or before Aug. 31, 2013, and the parties obtaining all necessary consents for closing of the transaction, including without limitation, approval of the TSX Venture Exchange. Pursuant to the terms of the letter of intent, upon execution of a definitive agreement for the transaction, the company will pay a non-refundable deposit of $50,000 to Trueclaim.

The letter of intent may be terminated at any time by mutual written agreement of the company and Trueclaim, and shall terminate without further notice in the event that a definitive agreement is not entered into on or before Aug. 31, 2013, any of the conditions for closing have not been released or waived before the closing date or such earlier date as may have been agreed to by the parties, or if the transaction is rejected by the exchange and all recourse or rights of appeal have been exhausted.

A National Instrument 43-101 technical report with respect to some of the claims comprising the property was filed by Trueclaim on Aug. 1, 2013, and is available under Trueclaim's SEDAR profile. If the parties enter into a definitive agreement and agree to proceed with the transaction, it is expected that Trueclaim will file an updated independent NI 43-101 technical report with respect to all of the claims comprising the property.

The company also wishes to announce that it will undertake a non-brokered private placement to raise up to $1-million by the issue of up to five million units at a price of 20 cents per unit. Each unit will consist of one common share in the capital of the company and one transferrable common share purchase warrant.

Each warrant is exercisable into one additional share at a price of 30 cents per share for a period of two years from the closing date of the offering. The funds raised through the offering will be used to fulfill the company's obligations under the letter of intent and any definitive agreement entered into with respect to the transaction, to advance the exploration and development of the property, and for general working capital purposes. The board of directors of the company may, for sound business reasons, reallocate the proceeds of the offering as it deems appropriate.

All securities distributed pursuant to the offering will be subject to a hold period expiring four months plus one day following the closing of the offering. A finder's fee is expected to be paid to an arm's-length finder in connection with the transaction at the maximum rate allowable by exchange policies.

If the company enters into a definitive agreement with respect to the transaction, it is expected that the transaction will constitute a fundamental acquisition in accordance with the policies of the exchange. Both the transaction and the offering are subject to exchange approval.

We seek Safe Harbor.