Rainmaker Worldwide : Regulation FD Disclosure - Form 8-K

Item 7.01. Regulation FD Disclosure.

On September 27^th, 2023, Rainmaker Worldwide Inc. Ontario, (the "Company") and Rainmaker Worldwide Inc. (Nevada) ("RAKR") entered into a 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"). This finalizes the strategy to integrate the two firms at both strategic and operating levels. This is a final agreement.

The terms of this 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, is due upon signing. 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.