Received by email:

File: RMO-NR0124.pdf

Trading symbols: TSX-V: RMO
            Frankfurt: EK7N-FF

News Release No. 17-02

                             Rainy Mountain Announces Rights Offering

West Vancouver, British Columbia - January 24, 2017 - Rainy Mountain Royalty Corp. (the
"Company" or "RMO") is pleased to announce that it will be offering rights to holders of its
common shares resident in Canada at the close of business on the record date of January 30, 2017,
on the basis of one right for each common share held. Two rights will entitle the holder to
subscribe for one unit of the Company (a "Unit") at a subscription price of $0.10. A total of
26,594,113 rights will be issued. Each Unit will consist of one common share and one-half of one
share purchase warrant, with each whole warrant (a "Warrant") exercisable into one common share
for a period of 24 months from the issuance date of the Units at a price of $0.15 for the first 12
months and at an exercise price of $0.25 thereafter. The rights will trade on the TSX Venture
Exchange under the symbol RMO.RT commencing on January 26, 0217 and will expire at 2:00
p.m. (Vancouver time) on February 24, 2017 (the "Expiry Time"), after which time unexercised
rights will be void and of no value. Shareholders who fully exercise their rights will be entitled to
subscribe for additional Units, if available as a result of unexercised rights prior to the Expiry
Time, subject to certain limitations set out in the Company's rights offering circular.

Details of the Rights Offering

Details of the rights offering will be set out in the rights offering notice and rights offering circular
which will be available under RMO's profile at www.sedar.com. The rights offering notice and
accompanying rights certificate will be mailed to each eligible shareholder of the Company as at
the record date. Registered shareholders who wish to exercise their rights must forward the
completed rights certificate, together with the applicable funds, to the rights agent, TSX Trust
Company, on or before the Expiry Time. Shareholders who own their common shares through an
intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and
instructions from their intermediary. Rights delivered to brokers, dealers or other intermediaries
will not be delivered by those intermediaries to beneficial shareholders who are residents in a
jurisdiction outside of Canada ("Ineligible Jurisdictions").

The Company currently has 26,932,875 common shares outstanding, however, as rights will only
be issued to shareholders resident in Canada a total of 26,594,113 rights will be issued. A minimum
of 5,000,000 Units (the "Minimum Offering") and a maximum of 13,297,056 Units will be issued
under the rights offering. If all the rights issued under the rights offering are validly exercised, the
offering will raise gross proceeds of approximately $1,329,705, the net proceeds of which will be




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                                                                -2-


used for exploration and development of the Company's Brunswick Property, as well as for general
working capital requirement.

Any person who will own or control (beneficially or as nominee) more than 10 percent of the
outstanding common shares of RMO at closing of rights offering must file a Personal Information
Form ("PIF") with the TSX Venture Exchange (the "Exchange") and the rights offering will only
close in escrow until the Exchange has notified the Company that the results of the review of the
relevant PIFs are satisfactory.

Soliciting Dealer and Standby Commitment

In connection with the rights offering, the Company has entered into a soliciting dealer and standby
guarantee agreement (the "Standby Agreement") with Mackie Research Capital Corporation
("MRCC"). Under the Standby Agreement, MRCC will use commercially reasonable efforts to
assist the Company in soliciting the exercise of rights. MRCC has also agreed to a stand-by
commitment whereby it will purchase up to but not exceeding $500,000 worth of Units (the
"Standby Guarantee"). The Company has also granted MRCC the right to purchase (the "Top-up
Right") such number of Units that is equal to the number of Units for which the Company has not
received subscriptions by the Expiry Time (the "Offering Shortfall"). The Top-up Right may be
exercised by MRCC, in its sole discretion in whole, or in part, or not at all.

The Company will pay MRCC a corporate finance fee of $17,500 plus disbursements and
applicable taxes, and a cash commission of 8% of the gross proceeds raised under the rights
offering (the "Commission") excluding any proceeds raised as a result of the Standby Guarantee
or as a result of Mackie's exercising the Top-up Right. The Company will also grant MRCC broker
warrants ("Broker Warrants") entitling MRCC to acquire that number of Units equal to 25% of
the number of Units distributed pursuant to the rights offering for proceeds of up to $500,000 and
10% of the remaining number of common shares distributed pursuant to the rights offering, with
each Broker Warrant exercisable at $0.135 to acquire one common share for a period of 24 months
from the date of the closing of the rights offering.

For further information, contact Mr. Clive Shallow, Shareholder Communications, at 604-
922-2030, or visit the Company's website at www.rmroyalty.com.

                                   RAINY MOUNTAIN ROYALTY CORP.

                                             "Douglas L. Mason"
                                   _________________________________
                                  Douglas L. Mason, Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services provider (as that term is defined in the policies of the 
--->TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain statements that may be deemed "forward-looking statements" within the meaning of ap
--->plicable
securities legislation. All statements, other than statements of historical facts, that address such matters, includin
--->g the future
trading of the rights, the rights offering notice and the rights offering circular and delivery of such documents by i
--->ntermediaries,
attempts by intermediaries to sell rights, the solicitation of exercise of the rights by MCRR and anticipated use of t
--->he Company of
funds raised pursuant to the offering are forward-looking statements and, as such, are subject to risks, uncertainties
---> and other
factors which are beyond he reasonable control of the Company. Such statements are not guarantees of future performanc
--->e and




{4311-002/01456821.DOCX.3}
                                                                  -3-

actual results or developments may differ materially from those expressed in, or implied by, this forward-looking info
--->rmation.
Factors that could cause actual results to differ materially from those in forward-looking statements include such mat
--->ters as the
availability and cost of funds, the closing of the rights offering, uncertainty associated with estimating costs to co
--->mplete the rights
offering and other risks related to the business of the Company, rights offering and the stand-by commitment. Any forw
--->ard-looking
statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is
---> stated as of
the current date and subject to change after that date and the Company does not undertake any obligation to update pub
--->licly or to
revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, exce
--->pt as may be
required by applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described h
--->erein in the United
States. The securities described herein have not been and will not be registered under the United States Securities Ac
--->t of 1933, as
amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an e
--->xemption
from the registration requirements of such Act.




{4311-002/01456821.DOCX.3}
 

File: RMO-NR0124.docx

/

Trading symbols:  TSX-V: RMO
  Frankfurt: EK7N-FF

News Release No. 17-02

Rainy Mountain Announces Rights Offering

West Vancouver, British Columbia - January 24, 2017 - Rainy Mountain Royalty Corp. (the "Company" or "RMO") is pleased
---> to announce that it will be offering rights to holders of its common shares resident in Canada at the close of busine
--->ss on the record date of January 30, 2017, on the basis of one right for each common share held.  Two rights will enti
--->tle the holder to subscribe for one unit of the Company (a "Unit") at a subscription price of $0.10.  A total of 26,59
--->4,113 rights will be issued.  Each Unit will consist of one common share and one-half of one share purchase warrant, w
--->ith each whole warrant (a "Warrant") exercisable into one common share for a period of 24 months from the issuance dat
--->e of the Units at a price of $0.15 for the first 12 months and at an exercise price of $0.25 thereafter. The rights wi
--->ll trade on the TSX Venture Exchange under the symbol RMO.RT commencing on January 26, 0217 and will expire at 2:00 p.
--->m. (Vancouver time) on February 24, 2017 (the "Expiry Time"), after which time unexercised rights will be void and of 
--->no value. Shareholders who fully exercise their rights will be entitled to subscribe for additional Units, if availabl
--->e as a result of unexercised rights prior to the Expiry Time, subject to certain limitations set out in the Company's 
--->rights offering circular.

Details of the Rights Offering

Details of the rights offering will be set out in the rights offering notice and rights offering circular which will b
--->e available under RMO's profile at www.sedar.com. The rights offering notice and accompanying rights certificate will 
--->be mailed to each eligible shareholder of the Company as at the record date. Registered shareholders who wish to exerc
--->ise their rights must forward the completed rights certificate, together with the applicable funds, to the rights agen
--->t, TSX Trust Company, on or before the Expiry Time. Shareholders who own their common shares through an intermediary, 
--->such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their interme
--->diary. Rights delivered to brokers, dealers or other intermediaries will not be delivered by those intermediaries to b
--->eneficial shareholders who are residents in a jurisdiction outside of Canada ("Ineligible Jurisdictions"). 

The Company currently has 26,932,875 common shares outstanding, however, as rights will only be issued to shareholders
---> resident in Canada a total of 26,594,113 rights will be issued. A minimum of 5,000,000 Units (the "Minimum Offering")
---> and a maximum of 13,297,056 Units will be issued under the rights offering. If all the rights issued under the rights
---> offering are validly exercised, the offering will raise gross proceeds of approximately $1,329,705, the net proceeds 
--->of which will be used for exploration and development of the Company's Brunswick Property, as well as for general work
--->ing capital requirement.

Any person who will own or control (beneficially or as nominee) more than 10 percent of the outstanding common shares 
--->of RMO at closing of rights offering must file a Personal Information Form ("PIF") with the TSX Venture Exchange (the 
--->"Exchange") and the rights offering will only close in escrow until the Exchange has notified the Company that the res
--->ults of the review of the relevant PIFs are satisfactory.

Soliciting Dealer and Standby Commitment
In connection with the rights offering, the Company has entered into a soliciting dealer and standby guarantee agreeme
--->nt (the "Standby Agreement") with Mackie Research Capital Corporation ("MRCC"). Under the Standby Agreement, MRCC will
---> use commercially reasonable efforts to assist the Company in soliciting the exercise of rights. MRCC has also agreed 
--->to a stand-by commitment whereby it will purchase up to but not exceeding $500,000 worth of Units (the "Standby Guaran
--->tee").  The Company has also granted MRCC the right to purchase (the "Top-up Right") such number of Units that is equa
--->l to the number of Units for which the Company has not received subscriptions by the Expiry Time (the "Offering Shortf
--->all").  The Top-up Right may be exercised by MRCC, in its sole discretion in whole, or in part, or not at all. 

The Company will pay MRCC a corporate finance fee of $17,500 plus disbursements and applicable taxes, and a cash commi
--->ssion of 8% of the gross proceeds raised under the rights offering (the "Commission") excluding any proceeds raised as
---> a result of the Standby Guarantee or as a result of Mackie's exercising the Top-up Right. The Company will also grant
---> MRCC broker warrants ("Broker Warrants") entitling MRCC to acquire that number of Units equal to 25% of the number of
---> Units distributed pursuant to the rights offering for proceeds of up to $500,000 and 10% of the remaining number of c
--->ommon shares distributed pursuant to the rights offering, with each Broker Warrant exercisable at $0.135 to acquire on
--->e common share for a period of 24 months from the date of the closing of the rights offering.

For further information, contact Mr. Clive Shallow, Shareholder Communications, at 604-922-2030, or visit the Company'
--->s website at www.rmroyalty.com. 

RAINY MOUNTAIN ROYALTY CORP.

"Douglas L. Mason"
_________________________________
Douglas L. Mason, Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services provider (as that term is defined in the policies of the 
--->TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain statements that may be deemed "forward-looking statements" within the meaning of ap
--->plicable securities legislation.  All statements, other than statements of historical facts, that address such matters
--->, including the future trading of the rights, the rights offering notice and the rights offering circular and delivery
---> of such documents by intermediaries, attempts by intermediaries to sell rights, the solicitation of exercise of the r
--->ights by MCRR and anticipated use of the Company of funds raised pursuant to the offering are forward-looking statemen
--->ts and, as such, are subject to risks, uncertainties and other factors which are beyond he reasonable control of the C
--->ompany. Such statements are not guarantees of future performance and actual results or developments may differ materia
--->lly from those expressed in, or implied by, this forward-looking information. Factors that could cause actual results 
--->to differ materially from those in forward-looking statements include such matters as the availability and cost of fun
--->ds, the closing of the rights offering, uncertainty associated with estimating costs to complete the rights offering a
--->nd other risks related to the business of the Company, rights offering and the stand-by commitment. Any forward-lookin
--->g statements are expressly qualified in their entirety by this cautionary statement. The information contained herein 
--->is stated as of the current date and subject to change after that date and the Company does not undertake any obligati
--->on to update publicly or to revise any of the forward-looking statements, whether as a result of new information, futu
--->re events or otherwise, except as may be required by applicable securities laws.  

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described h
--->erein in the United States. The securities described herein have not been and will not be registered under the United 
--->States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or be
--->nefit of a U.S. person absent an exemption from the registration requirements of such Act.