File: Attachment 240424 Early Warning News Release - RAIN.pdf

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

Vancouver, B.C. April 24, 2024 This news release is being disseminated by 1459988 BC Ltd. (the "Acquiror") pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the acquisition of certain common shares (the "Common Shares") of Rain City Resources Inc. (the "Issuer"), a British Columbia corporation whose common shares (the "Common Shares") are listed for trading on the Canadian Securities Exchange under the symbol "RAIN".

On April 23, 2024, the Acquiror acquired 10,000,000 Common Shares of the Issuer at a deemed price of $0.10 for a deemed purchase price of $1,000,000 representing settlement of debt in connection with the third anniversary payment for a Property Purchase Agreement entered into between 1300214 BC Ltd. and the Issuer and subsequently assigned to the Acquiror (the "Transaction"). Emma Fairhurst and Damien Reynolds are joint actors of the Acquiror as that term is used in NI 62-103.

This transaction represents an increase of 2.73% 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 24,557,333 Shares of the Issuer representing 68.15% of the then issued and outstanding Shares of the Issuer based on a total of 36,031,863 Shares previous to April 23, 2024 held by the Acquiror.

Subsequent to the transaction, the Acquiror owned and controlled 34,557,333 Shares of the Issuer representing 70.88% of the then issued and outstanding Shares of the Issuer based on a total of 48,755,363 Shares as of April 23, 2024 held by the Acquiror.

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 (collectively, "Securities") 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 April 24, 2024 to be filed by the Acquiror in connection with the acquisition of the Common Shares of the Issuer will be available on SEDAR+ at www.sedarplus.ca under the Issuer's profile. Copies of such reports will also be available from the Acquiror upon written request to Emma Fairhurst at 151-1290 Howe Street Vancouver, BC Tel: 778 819 2709.

For additional information, contact: Emma Fairhurst 151-1290 Howe Street Vancouver, BC V6Z 0C2 778 819 2709