• Canadian Critical Minerals Inc.

Rainbow Resources Announces Non-Brokered Private Placement of up to $500,000

May 21, 2014

Toronto, Ontario - Rainbow Resources Inc. (TSXV: RBW) (OTC: RIINF) ("Rainbow" or the "Company") announces that, subject to TSX Venture Exchange (TSX-V) approval, it is conducting a non-brokered private placement of up to 16,666,667 Units at $0.03 per Unit for gross proceeds of up to $500,000.

Each Unit consists of one (1) common share and one (1) non transferable common share purchase warrant, with each warrant exercisable into one (1) common share of the Company at an exercise price of $0.10, exercisable for a period of 18 months from the date of issuance.

The proceeds of private placement will be used to maintain and preserve Rainbow's existing operations, activities and assets as follows:

  •  Reduce accounts payable$75,000 
  •  Operating overheads for 12 months$75,000 
  •  Bulk sampling program at BC property$300,000 
  •  Commission and other financing costs$50,000 

Included in the 12 month operating amount above are payments totalling $30,000 ($2,500 per month), which will be paid to the President of the Company, as well as any additional out-of-pocket expenses.

In addition to any other exemption available to the Company, participation in the financing is also open to existing shareholders who are not accredited investors under the "existing shareholder" exemption of National Instrument 45-106 as promulgated in Multilateral CSA notice 45-313 in participating jurisdictions. The Company's objective is to close the private placement as soon as possible, so to the extent it is oversubscribed, subscriptions will be accepted on a first received basis.

Finder fees may be payable on a portion of the financing according to the policies of the TSX-V.

About Rainbow Resources:

Rainbow is a Canadian based junior exploration company focused on building shareholder value through aggressive exploration in two favorable and proven mining jurisdictions - the West Kootenays in southeast British Columbia (silver, gold and flake graphite), and Nevada where Rainbow's Jewel Ridge gold-silver project is in the heart of a major producing district. Rainbow's shares are listed on the TSX Venture Exchange under the symbol TSXV: RBW and on the OTC under the symbol RIINF.


Rainbow Resources Inc.
David W. Johnston
(403) 701-2781

Website: www.RainbowResourcesRBW.com
Rainbow on Video: http://www.rainbowresourcesrbw.com/video/

Caution Regarding Forward-Looking Information

This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about strategic plans, future work programs and objectives and expected results from such work programs. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, (more) uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information and the risks identified in the Company's continuous disclosure record. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this news release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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 of this news release.