Restructuring Advances Rainmaker’s Strategy to Up-List to the OTCQB

Rainmaker Worldwide
Removes 5.5 Million USD of Debt and Liabilities 

Peterborough, Ontario – (NewMediaWire) – April 06, 2021 – Rainmaker
Worldwide Inc. (OTC: RAKR) (“Company” or “RAKR”) announced today
the completion of an Equity Exchange Agreement (“Agreement”) with its Dutch
Shareholders that transferred 5.5 million USD in debt and liabilities from RAKR
to its Dutch Shareholders who have taken an increased equity position in
Rainmaker Holland B.V. (“RHBV”).  These same shareholders returned 20
million RAKR shares as part of the Equity Exchange Agreement and the equity
expansion of RHBV has reduced RAKR’s ownership to 12%.  RAKR has been
pursuing a strategic restructuring since late 2020 with three main objectives —
rejuvenate RAKR’s balance sheet, expand corporate finance options and explore a
wider spectrum of clean water solutions as part of its development of global
Water-as-a-Service (“WaaS”) projects.

This Agreement and the 5.5
million USD debt and liability reduction (62% reduction) includes obligations
under previous royalty agreements of 1.97 million USD. The original Dutch
shareholders retain a 16.9% stake in RAKR while RAKR retains a 12% ownership
and one of two seats on RHBV’s supervisory board. This transaction
unequivocally transforms RAKR’s balance sheet while significantly improving
access to capital for both parties.

This latest restructuring
includes 775,000 USD in outstanding promissory notes, loans and debt that were
converted into restricted shares previously announced on March 11, 2021. These restructuring actions will substantially
improve RAKR’s ability to access capital and position the Company to increase
water security and decrease poverty on a global scale. At the same time, RHBV’s
access to capital for research and development, manufacturing and product
development will be enhanced as it becomes a privately held Dutch entity with
far greater access to European grant programs as a result of this Agreement.
These outcomes allow RAKR to expand its global WaaS offering with the highest
level of technological standards.

RAKR CEO Michael O’Connor
stated, “WaaS facilitates significant economic opportunity for regions
suffering from severe water stress, which will affect nearly half of the global
population by 2030. Estimates show that every US dollar invested in clean water
generates five dollars in societal and economic value, and RAKR is dedicated to
exploring new ways to deliver higher qualities of life for more communities

RAKR will maintain its
operating name as ‘Rainmaker Worldwide Inc.’ with related trademarks, and will
retain all WaaS contracts including in Sri Lanka, The Bahamas, Jamaica and
Turks and Caicos Islands. In addition, it retains the exclusive rights to use
Rainmaker’s (RHBV) Air-to-Water and Water-to-Water technologies for WaaS
projects globally. RAKR will purchase products from RHBV using a cost plus 15%
formula and in perpetuity on a Most-Favored-Nation basis.

“This further restructuring
presents huge growth opportunities for RAKR and RHBV,” stated Mr. O’Connor.
“Concurrently, Rainmaker’s exclusivity in the WaaS market with no increase in
product costs means that shareholder value is secured for the future as we
advance to the OTCQB®.”

About Rainmaker Worldwide

Rainmaker Worldwide Inc. (OTC:
RAKR) is a leader in affordable water solutions through a Water-as-a-Service
business model. RAKR is headquartered in Peterborough, Canada. RHBV will be
headquartered in Rotterdam, Netherlands. The Company provides economical
drinking water at scale wherever it’s needed. Rainmaker was recognized as the
Best Community Impact Water Solutions Global 2020 by Capital Finance International. 
For latest product information and FAQ’s please visit

Forward-looking Statements:

Certain matters discussed in
this announcement contain statements, estimates and projections about the
growth of Rainmaker’s business, potential distribution partnerships and/or
clients, and related business strategy. Such statements estimates and
projections may constitute forward-looking statements within the meaning of the
federal securities laws. Factors or events that could cause our actual results
to differ may emerge from time-to-time. Rainmaker’s undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. The recipient of this
information is cautioned not to place undue reliance on forward-looking

Investor Contact

Rainmaker Worldwide Inc.

Michael O’Connor

Executive Chairman and Chief Executive Officer

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