OTC: RAKR

Although
the equity value of this investment has been impaired, the Company continues to benefit from all of the original distribution rights,
in particular for Mexico and the United States. The Company and RWI continue will work together to maximize the value of these distribution
rights. Both companies understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely
permitting for projects that require water treatment.

On
October 9, 2024, RWI restructured its 12% ownership of Rainmaker Holland B.V. (“RHBV”) by rolling it into Rainmaker Holding
B.V., reducing its stake to 5%. Despite this reduction, the Company continues to benefit from access to RHBV’s technology on a
cost-plus pricing basis.

Rainmaker’s
corporate journey has included significant restructuring efforts. Originally formed as Gold and Silver Mining of Nevada, Inc., the Company
underwent a merger with RWI in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity. In
2021, Rainmaker and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V. (“DRM”), and Wind en Water Technologie
Holding B.V. (“WWT”) to settle financial obligations through an exchange of debt, contractual obligations, and common stock.
These actions were aimed at optimizing business operations and expanding access to capital markets.

Today,
RAKR remains committed to delivering advanced water production and purification solutions, leveraging its innovative technologies and
expanded product range, particularly through its distribution agreements for Miranda products. The Company is focused on business development
across North, South, and Central America, as well as the Caribbean, positioning itself as a leader in sustainable water solutions.

The
Company has generated limited revenue to present. Operations have been typically focused on business development, market research, technology
research and development activities. The Company had total assets of $30,725, as of December 31, 2023. As of December 31, 2024, net assets
were $50,116.

At present, the Company executes consulting
agreements with experienced executive personnel and senior advisors. Future sales are expected to be heavily driven by independent
distributors and project developers. The Company had $143,725 in revenue for the year ending December 31, 2024, and $78,912 in
revenue for the year ending December 31, 2023 and had net losses of $1,056,242 and $1,229,753 for the years ended December 31, 2024
and 2023, respectively. The losses in 2024 have been reduced by 14% compared to 2023. The 2024 losses are driven by operating
expenses and other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses
while the largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method
investment and impairment expense.

The costs associated with maintaining the Company’s listing and current filing status with the SEC as expected
are significant. The Company has suffered recurring losses from operations, negative cash flows from operating activities and has
limited resources or revenues to cover its operating costs. The Company’s auditor’s report for 2024 stated that there
was substantial doubt about the Company’s ability to continue as a going concern.

3

Products and Services

Overview

Fresh water is unevenly distributed throughout the
world. Many regions are desperately under-served, including North Africa, the Middle East, India, Mexico, large portions of South America,
and various island geographies.

Fundamentally, the solutions Rainmaker provides are
based on deploying technology with the following attributes to ensure low-cost delivery and Company profitability:

●
Versatile

●
Scalable & Cost-effective

●
Environmentally & Socially Sustainable

●
Applying Proprietary Technology through partners and affiliates

Air-to-Water (AW) – Harvests fresh water from
airborne humidity by using advanced heating and cooling technologies. Water-to-Water (WW) technologies – Transforms contaminated
water (saltwater, sewage, polluted) into safe, clean water by using an environmentally sustainable process. Through the acquisition of
Miranda as well as RAKR’s own technologies, the Company has multiple options to purify wastewater to potable water standards.

The operating efficiency of these technologies allows
us to provide customers with clean water at a price that is highly competitive relative to traditional alternatives. We substantially
out-perform peer competitors because we can deploy remotely where the water is consumed and using up to 50% less power than those same
competitors. The compact and scalable systems for AW enables decentralized deployment, in which water is distributed directly to the consumption
site with no expensive piping or truck transport. AW is both a cost-effective technology solution and can be powered by solar, wind, or
grid electricity, or a combination of power sources. It can produce roughly 5,000 liters of water per unit, per day, depending on the
local climatic conditions and the type of unit deployed.

The acquisition of Miranda provides the Company with
a full suite of water production and purifications systems that are distributed and available to communities who need them the most.

Cost Information

Currently in remote locations, the principal source
of potable water supply is bottled water. Accordingly, our solutions are optimally profitable when we compete head-to-head with bottled
water that is transported or bulk water that is transported by truck to local communities. In most remote communities where this water
is imported, the minimum cost per liter is US$0.30 reaching as high as US$2.00, according to our market research. The Company’s
fully amortized cost of water per liter including bottling, operating and maintenance, distribution and other costs allows us to compete
profitably to generate corporate value beneficial to our shareholders.

Regulatory Information

The global nature of our approach means that regulatory
conditions vary by jurisdiction. We believe that the ultimate test of profitability in this complex, cross-jurisdictional environment
will be the quality of the water that is bottled and tested. The Company seeks to adhere to World Health Organization standards for clean
water using the technologies that are authorized in a particular sovereign jurisdiction.

Business Model

The RAKR business model typically begins with the
identification of a trusted local technology partner and distributor. The Rainmaker delivery systems will be installed by contracted local
third-party experts that are typically Heating, Ventilation and Air Conditioning (“HVAC”) experts. We work with the end clients
and their general contractors to build the supporting infrastructure required for our systems (i.e. holding tanks, platforms etc.).

In addition, over the course of the past year, we
have been developing partnerships with highly experienced developers of complementary technology. That gives RAKR the ability to have
a more comprehensive product set when proposing solutions to communities, developers and commercial entities. The most significant advance
to date is the acquisition of Miranda. On January 22, 2024, RWI finalized the acquisition of Miranda. Miranda has been delivering systems
for more than ten years across 40 countries globally. As a result, their global experience is invaluable to Rainmaker and Rainmaker shareholders.

4

Potential Improvements

Potential improvements and related applications that
we are pursuing or plan to pursue include seeking more strategic and technology-based partnerships with complementary technology and business
development companies to expand our global reach and service offering.

Market Opportunity

In the past twenty years, there has been a growing
awareness of the shortage of fresh water—and the associated economic and social effects the problem magnifies in impoverished and
underdeveloped communities. Entities ranging from Water.Org to the United Nations (access to safe drinking water represents #6 of the
17 Sustainable Development Goals articulated by the United Nations) are at the forefront of driving international policy momentum and
prospects for multilateral cooperation in the realms of global governance and public-private co-regulation. Common to these efforts is
the search for scalable and practical solutions that possess applications uniquely suited to the problem of shortage.

The metrics that underpin the international need for
ingenuity and action are the same as those that animate and sustain the market opportunity for our Company:

(1)
Less than 3% of the world’s water is fresh – the rest is seawater and undrinkable in its current state.

(2)
Of this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

(3)
People and animals rely on 0.5% of the world’s water. (Source: Unwater.org - Facts and Trends: Water)

Moreover, at any moment, the atmosphere contains approximately
37.5 million billion gallons of water. This potential is not currently harvested by the means of private organizations or government institutions
and thus presents a significant opportunity for AW technology to satisfy worldwide demand for water.

The World Health Organization estimates that 50 liters
of water per day is required per individual to meet basic needs. It is estimated by the OECD that by 2030 nearly half of humanity will
be living in a condition of severe water stress. Currently, according to UNICEF, 2.2 billion people around the globe lack safe drinking
water. While high-income countries only treat 70% of wastewater, low-income countries treat 8%. With the world’s population expected
to reach 9 billion by 2038, the global need is indisputably high. Much of the population expansion is or will be in the very areas that
are already suffering from the problem of water scarcity.

The above analysis points to a global market for water
that is extraordinarily immense. Today, the annual global water market for all purposes and uses is $880
billion in 2023 and is expected to expand to $1.2 trillion by 2031 (Source: Verified Market Research: www.verifiedmarketresearch.com).
Applying RAKR’s approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70% of that global
level of demand.

Suppliers

As stated previously, our principal suppliers for
the core technologies to be deployed are Miranda and RHBV. Should RHBV not supply the appropriate scale of technology required by a project,
RAKR has identified multiple technologies of different sizes and types. With the acquisition of Miranda, we now have complementary technology
to diversify the Rainmaker business model.

Competition

The Rainmaker business model that will deliver potable
water at the source of demand is uniquely positioned to address alternative competitive models. We believe that competitive models, while
relevant and plausible alternatives, will not ultimately fully support the global level of demand for water at a reasonable price per
liter. By virtue of our current affiliations, we believe we have a cost per liter competitive advantage. Accordingly, on a global basis,
we do not believe competitive conditions will thwart our ability to produce long-term, corporate value or significantly diminish our financial
results in the near term. However, other companies with sufficiently greater resources may develop competing products and have an advantage
over us based on the relative size.

5

Government Subsidies and Incentives

While RAKR is not currently pursuing subsidies and
incentives, we believe that over time such programs will be applicable to the Company, and we will pursue them in due course. Over time,
RAKR will seek subsidies and incentives through its deployment of technology in underserved countries and particular communities within
countries.

Intellectual Property

We have indirect access to intellectual property assets
as a consequence of our indirect ownership of and partnerships with RHBV and Miranda. We believe that this allows us to maintain an edge
in the competitive process from a technological and economic cost perspective.

Company Executive and Consulting Resources

The direct Executives of RAKR are represented by Michael
O’Connor, Director, Executive Chairman and CEO and Kelly White, VP of Finance. These resources are sourced through consulting agreements.

We have an extended sales force through our distribution
partners. Currently we have distribution partners with global reach.

Legal services have been provided by the Law Offices
of Clifford J. Hunt, P.A. since February 2024.

M&K CPAS PLLC has served as the Company’s
auditor since 2020.