Ms. Emma Fairhurst reports

EARLY WARNING NEWS RELEASE ISSUED PURSUANT TO NI 62-103 ACQUISITION OF SHARES OF RAIN CITY RESOURCES INC.

On Feb. 5, 2024, 1459988 B.C. Ltd. acquired 10 million common shares of Rain City Resources Inc. at a deemed price of 10 cents for a deemed purchase price of $1-million, representing a settlement of debt in connection with the second anniversary payment for a property purchase agreement entered into between 1300214 B.C. Ltd. and the issuer and subsequently assigned to the acquiror. Emma Fairhurst and Damien Reynolds are joint actors of the acquiror as that term is used in National Instrument 62-103.

This transaction represents an increase of 12.23 per cent in the acquiror's securityholding percentage in the issued and outstanding common shares of the issuer.

Prior to the transaction, the acquiror owned and controlled 14,557,333 common shares of the issuer, representing 55.92 per cent of the then issued and outstanding common shares of the issuer based on a total of 26,031,836 common shares outstanding as of Feb. 4, 2024.

Subsequent to the transaction, the acquiror owned and controlled 24,557,333 common shares of the issuer, representing 68.15 per cent of the then issued and outstanding common shares of the issuer, based on a total of 36,031,836 common shares outstanding as of Feb. 5, 2024.

The acquiror has acquired the common shares for investment purposes and in accordance with applicable securities laws. The acquiror may, from time to time, acquire additional common shares and/or other equity, debt, or other securities or instruments of the issuer in the open market or otherwise, and reserves the right, subject to applicable securities law, to dispose of any or all of its securities in the open market or otherwise at any time and from time to time and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the issuer, and other relevant factors.

A copy of the early warning report dated Feb. 6, 2024, to be filed by the acquiror in connection with the acquisition of the common shares of the issuer will be available on SEDAR+ under the issuer's profile. Copies of such reports will also be available from the acquiror upon written request to Ms. Fairhurst at 151, 1290 Howe St., Vancouver, B.C., or by telephone at 778-819-2709.