Rainmaker Investor FAQs

Where can I see a copy of the agreement that was signed between RAKR and Sphere 3D (ANY)?

 You can read the agreement here.

Who approved this definitive agreement?

A majority of the Rainmaker shareholders as of Jan 3, 2021 authorized the Board of Directors’ representative Michael O’Connor (Executive Chairman) to enter into the agreement.

 

I am a RAKR shareholder. Do I automatically get shares in Sphere 3D? Are my RAKR shares being converted to Sphere 3D shares and at what ratio? 

 

They do not automatically convert. As publicly filed, (link to 6-K) the transaction has not been structured as a merger as originally contemplated. For various reasons, the deal was restructured as a sale of our wholly owned subsidiary Rainmaker Holland B.V. to Sphere 3D for a net total of 8,650,000 shares of common stock of Sphere 3D after the final payment of previous royalty payments.  We have also transferred in excess of $1,500,000 USD of debt to Sphere 3D. RAKR now becomes the largest single shareholder of Sphere 3D and has nominated two members to Sphere 3D’s Board of Directors.  Final closing is expected in the coming days and we will continue to communicate in due course. In the meantime, what matters is that we have transferred the asset at an accretive valuation to shareholders. While we intend to use a portion of the proceeds of the sale of Sphere 3D shares to continue in our restructured business plan, we are also considering distributing a portion of the shares to our shareholders as a dividend when this can be done in the most efficient tax structure.

 

What happens to my RAKR shares?

 

Nothing changes with respect to your current RAKR holdings. They continue to trade. Our largest asset will be our locked-up position in Sphere 3D.  At the same time, as per our press release on January 5th 2021, we will continue to pursue our original vision of deploying environmentally sustainable technology, taking it to market and creating liquidity just like we have done with the previous Rainmaker technology. We will continue to gain a percentage of gross revenue from Sphere 3D’s business development efforts in Jamaica, and continue to expand on this success to ensure greater profitability for RAKR and ANY shareholders.

 

Will RAKR become just a shell? What will RAKR do now? What direction will RAKR go in now?

 

That is absolutely not our vision for RAKR. Our vision is to continue to develop our relationships in the Environmental Sustainability sector in the interest of our shareholders to generate value. The focus of Rainmaker’s co-founders has always been and will continue to be to deploy environmentally sustainable technologies. We now for the first time, have an adequate asset base to pursue our vision.

 

What is left in RAKR?

 

RAKR has a strong balance sheet, continues to gain a percentage of gross revenue from Sphere 3D’s business development efforts in Jamaica, and we have a strong executive team with proven expertise in commercializing technology and bringing it to market.  Both RAKR and ANY have strong established relationships and will continue to work for the mutual benefit of both parties.

 

Can I still buy RAKR shares?

 

Yes.

 

 

Why did the deal change?

 

Deals always change based on market conditions and through negotiations. Nonetheless it is value accretive to RAKR shareholders in a material way. At the end of the day, the Board felt that in its business judgement the deal was in the best interests of the Company and its shareholders.

 

What is the asset value of RAKR?

 

In excess of $15 million USD based on current share prices and debt consolidation.

 

I have e-mailed or called with specific investment questions that have not been made public.  How come no one is responding to me directly?

 

We will continue to release information as it becomes public.  We have given our teams strict instructions not to respond in order to ensure that all shareholders receive the same information collectively.  We will be regularly communicating to all shareholders through our returning CEO, Michael O’Connor, based on advice from our legal professionals and newly constituted board.

 

 

For more information:

Michael O’Connor

Chief Executive Officer

Rainmaker Worldwide Inc.

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.