Rainmaker Worldwide : Regulation FD Disclosure - Form 8-K

Item 7.01. Regulation FD Disclosure.

On December 19^th, 2023, Rainmaker Worldwide Inc. Ontario, (the "Company") and Rainmaker Worldwide Inc. (Nevada) ("RAKR") entered into an extension to the binding Share Purchase Agreement ("SPA") and Shareholder's Agreement ("SHA") to acquire 100% of the share capital of Miranda Environmental and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc. ("Miranda"). The SPA finalizes the strategy to integrate the two firms at both strategic and operating levels. The extension allows the parties to coordinate logistics to travel to Turkey for the January 22, 2024 final closing. Turkey requires in person signatures for the execution of a share transfer.

The terms of the agreement are as follows: The Company will acquire Miranda for the aggregate consideration of $5 million structured through three Closings. The Initial Closing, a payment of $1 million and $2 million through the issuance of 40,000,000 RAKR shares with a deemed value of $0.05 per share. As part of the Amendment, RAKR is now releasing the shares prior to the first closing. The Second Closing, representing a payment of $1 million, shall be paid by the 18^th month following the Initial Closing. The Third and Final Closing, representing a $1 million payment shall be made by the 24^th month following the Initial Closing. Both the Second and Third deferred payments will accrue interest at an annual rate of 12% and the Company, at its sole discretion, can prepay these amounts either partially or in full prior to the respective closing dates.