Rainmaker Investor FAQs

What does Rainmaker do?

Our mission is to help solve the global water crisis by providing economical, scalable and environmentally sustainable water supply solutions through innovative technology.  Rainmaker is a “Water-as-a-Service” (WaaS) company with proprietary technology that can produce potable water from air or untreated water sources.  We supply water to underserved populations as well as other critical use cases in the military or industry.

 

What is “Water as a Service”?

Water-as-a-Service, or WaaS, enables customers to secure a reliable long-term supply of clean water, at an affordable price, while avoiding the high capital cost of traditional water delivery infrastructure.  Under this model, Rainmaker produces and delivers to the customer clean water for a simple price-per-liter.

 

Why is Rainmaker pursuing a merger with Sphere 3D?

The transaction is part of a strategic transformation that will help us to commercialize our solutions platform with new company leadership and additional capital.  We believe this deal is the next step in positioning Rainmaker to become a global leader in solving the worldwide water crisis.

 

Why is Rainmaker changing its business model from equipment sales to WaaS?

Rainmaker first announced the transition to a WaaS model in 2017.  This deal will accelerate the shift.

 

What is Rainmaker’s history?

Rainmaker Worldwide Inc. was formed in Peterborough, Ontario, Canada in 2014 to finance and commercialize patented technology and to consolidate the assets, intellectual property, and executive management expertise of Dutch Rainmaker BV.  Dutch Rainmaker was originally formed by Piet Oosterling as a technology company focused on delivering decentralized water solutions to water scarce regions in the world. In his lifetime, Mr. Oosterling wrote and commercialized over 400 patents and his wealth of knowledge and expertise has been retained by Rainmaker’s current executive management team and was applied to a full decade of R&D.

Our patented technology was originally developed in 2008, with the first test-units installed in 2012. Units of the first-generation technology are still in the field today and continue to perform well.

Second-generation units have been upgraded to dramatically improve energy efficiency by as much as 100%, significantly reducing the cost of each liter of water produced.  We believe our second generation technology is far more energy efficient than that of our competitors.

We announce a May 21, 2020 investment of 4.7 Million dollar with a new group led by Aris Kekedjian, former Chief Investment Officer of The General Electric Company (GE).   On July 15, 2020, we announced the proposed acquisition by Sphere 3D, an important step toward commercializing our technology.

 

What is Rainmaker’s product line?

Rainmaker’s “product” is water.  We sell fresh, clean water to customers in water-scarce regions in the world.  We will use equipment we have developed over the past decade.  We build two types of energy-efficient, fresh water-producing technologies.  All Rainmaker units are modular and scalable, and can be powered by renewable solar or wind, as well as grid electricity and other traditional power sources.

Air-to-Water (AW) harvests fresh water from atmospheric humidity. AW units are available in three standard sizes, producing 5,000, 10,000 or 20,000 liters of drinking water per day.

Water-to-Water (WW) transforms non-potable water sources (such as waste, salt, polluted, grey, or brackish) into clean, potable distilled water.  WW units are also available in three standard sizes producing 37,500, 75,000 or 180,000 liters per day. Units can be deployed modularly to serve communities from 200 to 3,000 people.

Because water can be stored inexpensively, installations powered by renewable sources can operate efficiently despite the intermittent nature of those sources. Both our AW and WW units are designed to easily be networked to multiple machines to produce more water. The immense scalability of our technology makes it possible to provide viable water solutions to a wide range of applications.

 

What is different about Rainmaker’s technology versus other traditional methods?

For several decades, the water industry has remained stagnant resulting in absent, inadequate or expensive water supply for far too many communities and industries. Traditionally, the need for water has been approached by drilling wells (which is completely dependent on access to a rich water table) and harvesting rainwater (which is rarely sufficient year-round due to substantial dry seasons).

A large percentage of the globe is unable to rely on these two methods. These underserved and neglected communities have had limited, expensive and unsustainable options for a clean water supply. Options include water transport, desalination plants or Reverse Osmosis (RO) technology which are cost prohibitive, damaging to the environment or unavailable in remote locations. Rainmaker’s technology challenges these insufficient responses to the global water crisis and is disrupting the water industry. Our decentralized, cost-effective and sustainable solutions effectively navigate complex regulatory challenges without large capital or infrastructure required by the end consumer.

 

What is Rainmaker’s financial track record?

Rainmaker has generated revenue over the years, but is not yet profitable.  The company initially worked with a limited number of launch customers in order to extensively test its products prior to full scale roll out.  Rainmaker is now shifting into a commercialization phase.  We do not not sell equipment, but will use our technology to sell water in water-scarce regions.  In particular, this WaaS model benefits from recurring revenue, high cash margins, high visibility via long-term contracts, decentralized infrastructure with moderate capital requirements and the availability of project financing.

 

What are the “customary closing conditions” for this deal to close?

The transaction is subject to confirmatory due diligence, and customary regulatory and shareholder approvals. For more details on the terms of the merger agreement please see the Company’s Form 8-K to be filed with the SEC.

 

What happens if I am a shareholder of Sphere 3D?

Rainmaker is merging with Sphere 3D, so there will be no change to Sphere 3D shareholder’s shares.  Under the terms of the transaction, Rainmaker shareholders will receive 1 share in 3D for every 3 shares of Rainmaker. The consolidated entity expects to remain listed on the NASDAQ market, and intends to trade under the symbol RAIN.

 

How can I contact Investor Relations?

For investor-related questions please contact:

The Blueshirt Group

Whitney Kukulka

Managing Director

+1 (415) 489-2188

investors@rainmakerww.com

 

Rainmaker Worldwide Inc.

Michael Skinner

Chief Executive Officer

+1 (705) 201-1020

info@rainmakerww.com

*Accredited investors only. This Offering will be made pursuant to exemptions from registration provided by Section 4(a)(2) of the Act. Specifically, the Company will rely on Rule 506(c) of Regulation D promulgated under the Act, and exemptions available under applicable state securities laws. Persons desiring to invest in the Shares will be required to make certain representations and warranties regarding their financial condition. Such representations include, but are not limited to, certification that such person is an Accredited Investor, as defined in Rule 501 of the Act. The Company will also request that Investors provide documentation supporting their representations regarding Accredited Investor status. Investors must be prepared to provide supporting documentation sufficient for the Company to reasonably believe that the Investor is an Accredited Investor. This may include personal financial information, such as tax returns or pay stubs. The Company reserves the right to reject any subscription in whole or in part at each of our discretion.