Rain City Resources Inc. reported that it has entered into a Binding Agreement to acquire up to 100% interest in Avonlea Lithium Corporation. Avonlea is a Canadian company based in Calgary, Alberta, that has developed a new, proprietary and innovative approach to Direct Lithium Extraction ("DLE") that has the potential to materially alter both the economics and the environmental footprint of lithium extraction from desert salars and deep brines. Highlights: · Avonlea's "Advanced Chemical & Cavitation Extraction of Lithium" process is a new and innovative (patent pending) approach to DLE · Capital costs are a fraction of other DLE methods with comparable operating costs · Unlike other DLE processes, the ACCELi process requires little or no outside fresh water · The developer has four years' commercial operations with its proprietary technology, processing over 20 million barrels of water from oil field formations.

Lithium mining companies have been grappling with the twin challenges of both lithium demand and environmental stewardship. On one hand, a world transformed by the "electric revolution" has created an ever-increasing need for lithium-based battery storage. Whilst on the other hand, the lessons learned in the hyper-speed rush to market beginning in 2019, highlight the need for responsible water management and support for local communities.

At the centre of this challenge is brine-hosted lithium - the single largest mineable resource of lithium on the planet ­ and the electric revolution depends on it. Until recently the only brine-sourced lithium in commercial production relied on evaporation ponds. This process requires the injection of water into salt deposits through deep boreholes, and pumping lithium- rich salt water (brine) into vast multi square-kilometre evaporation ponds, leaving a high concentration of lithium-rich brine for further processing.

While this method has proven relatively simple and effective, it requires vast amounts of water which is lost to the atmosphere. The biggest lithium-bearing brines are found in the "Lithium Triangle" of South America, occupying parts of Chile, Bolivia, and Argentina. Given these projects are often located in desert regions already starved of water, the evaporation process was disastrous for local ecosystems and communities.

The mining industry has responded with a suite of technologies sharing the umbrella term Direct Lithium Extraction. They rely on a variety of methodologies and cost-benefits, some proven, some novel, but they all share a fundamental aspiration ­ a closed loop solution. In short, brine is collected, stripped of its contained lithium, and returned to the water reservoir from which it came.

DLE can shrink land use by 95%. It can also boost lithium recovery from approximately 65% to 95%, reduce water use; in some cases completely, and cut production time to hours or days from the months or years required under the evaporation process. DLE technology not only promises a solution for the significant challenges of Latin America's desert salars, it also opens up new potential sources of lithium in other jurisdictions.

Avonlea's process (ACCELi) puts energy into brine through a process known as cavitation, creating chemical reactions that target lithium ions, bringing them out of solution into a high purity, powdered product. This proprietary process has been successfully and commercially deployed by the operator in the water purification sector, treating over 20m barrels of fluid over a four-year period. Products generated through the ACCELi process are magnesium hydroxide, calcium carbonate and lithium phosphate, which can be easily converted to lithium carbonate.

All products are highly marketable with the treated brine cycled back into the reservoir. Competitive feature set of ACCELi compared to other technologies: · Produces a better than 97% pure Li3PO4 (lithium phosphate) solid product without additional steps; · Does not require fresh water and can generate fresh water in some applications; · Does not require input heat, it generates heat via the process; · In addition to lithium removal, the ACCELi process also generates additional saleable products; (eg: Mg(OH)2 (magnesium hydroxide) and CaCO3 (calcium carbonate) · Operating costs at or below DLE comparables · Very low Capex relative to comparables and easily scalable. Rain to invest USD 800,000 to earn a 7.5% interest in ALC ("Payment 1") on or before 60 days from the date of the earn-in agreement.

On or before the earlier of (i) the 12-month anniversary of Payment 1 and (ii) the date 60 days after a successful field pilot test program, Rain to invest an additional USD 1,200,000 to earn an additional 11.25% interest in ALC ("Payment 2"). On or before the 12-month anniversary of Payment 2, Rain to invest an additional USD 6,000,000 to earn an additional 24.5% interest in ALC ("Payment 3"). On or before the 12-month anniversary of Payment 3, Rain to invest an additional USD 2,000,000 to earn an additional 8.25% interest in ALC for an aggregate 51.5% interest ("Payment 4").

(Payments 1 to 4 together "Option 1") Additional rights are granted to Rain to purchase the remaining 48.5% interest in ALC after completing Option 1.