Rainmaker Worldwide Inc.

Rainmaker Worldwide Inc.

Overview

• Nevada corporation focused on decentralized potable water production, purification, and wastewater treatment.
• Business model centers on supplying and coordinating atmospheric water generation (AWG) systems and water purification/wastewater treatment technologies through partnerships, including Rainmaker Worldwide Inc. (Ontario) operating as Miranda Water Technologies (RWI) and other technology partners.
• Strategy is to deploy modular, scalable water solutions in regions with limited or unreliable water infrastructure. Systems operate on grid power, renewable energy, or hybrid power.

Key activities and offerings

• Atmospheric Water Generation (AWG)
  • Produces potable water from ambient humidity using energy-efficient cooling and condensation.
  • Capable of producing up to approximately 5,000 liters of potable water per day per unit under optimal climate conditions.
  • Deployment options include grid power, renewable energy, or hybrid configurations.
• Water purification and wastewater treatment
  • Systems supplied through RWI (Miranda Water Technologies) and Miranda operations in Turkey, plus additional technology partners.

Structure, ownership, and partnerships

• Corporate history
  • Reversed merged with RWI in 2017; RWI became a wholly owned subsidiary and the company began operating under the Rainmaker name.
• Distribution and partner relationships
  • RWI (Ontario) and its Miranda operations are primary technology and distribution partners.
  • Master Distributor Agreement dated April 30, 2026 (effective after 2025) grants Rainmaker exclusive direct-sales rights in the United States subject to limits that allow other Miranda distributors in the same territory. Rainmaker may request approval to pursue opportunities outside the United States (excluding Mexico) on a client-by-client basis. (Agreement filed as Exhibit 10.8.)

Mexico (RMEX)

• June 23, 2025: Rainmaker, RWI, and a local partner established RMEX to pursue opportunities in Mexico.
• Ownership in RMEX: Rainmaker 18.5% direct, RWI 25.5%, local partner 56.0%.
• The local partner manages day-to-day operations; Rainmaker has no board representation and does not control RMEX.

Miranda investments and stake

• January 16, 2024: Rainmaker invested $400,000 in RWI.
• December 31, 2024: Remaining RWI investment balance reduced via settlement and converted into additional RWI common shares.
• As of December 31, 2024: Rainmaker held 14.4% of RWI.
• By December 31, 2025: ownership diluted to 11.67%.
• Rainmaker fully impaired its investment in RWI in 2024; the investment is shown as zero on the books at December 31, 2025.
• Rainmaker holds contractual distribution and commercialization rights for Miranda technologies but does not have decision-making rights in RWI.

Customers, employees, revenue, and income

• Customer approach
  • Business model emphasizes partnerships with local distributors, engineering firms, project developers, and contractors who install, operate, and maintain deployed systems.
• Employees
  • Rainmaker operates with a limited internal workforce and relies on consulting arrangements and external service providers.
• Financial results
  • The company reports recurring operating losses and negative cash flows and states there is substantial doubt about its ability to continue as a going concern.

Products and suppliers

• Rainmaker does not manufacture core equipment; technologies are sourced through RWI (Miranda Water Technologies), Miranda Turkey operations, and other technology partners.
• Intellectual property
  • Rainmaker’s minority ownership in RWI does not convey ownership of patents or IP; Rainmaker’s rights are contractual distribution and commercialization rights for Miranda technologies and other partners’ technologies.

Geography and market opportunity

• Primary focus areas include the United States and Mexico, with the ability to expand outside the United States on a project-specific basis.
• Target markets are regions with limited or unreliable water infrastructure and applications where decentralized water solutions are appropriate.

Regulatory, legal, and financial health

• Regulation
  • Technologies and deployments comply with applicable local regulations and, where relevant, World Health Organization water-quality guidelines through technology partners and distributors.
• Legal matters
  • There is a judgment from 2016 for $4,423,910 (upheld on appeal in 2018), with a liability of $6,502,542 as of December 31, 2025 (including 5% per annum interest).
• Financial health
  • The company reports ongoing operating losses and negative cash flows and has recorded a full impairment of its RWI investment.

Cybersecurity and governance

• Cybersecurity measures include two-factor authentication, encrypted VPN, and secure document handling; remote access is managed by RWI.
• Board oversight covers cybersecurity risk. Management is led by Michael Skinner (President and CEO), who has more than 30 years of IT experience.
• Governance and operations
  • Corporate address: 2510 East Sunset Road, Suite 5 #925, Las Vegas, NV 89120.
  • The company maintains no physical office space; operations are conducted remotely from home offices and supported by external legal, accounting, and advisory services.

Summary

Rainmaker Worldwide operates as a downstream partner in a distributed water technology ecosystem, focusing on atmospheric water generation and decentralized purification/wastewater treatment via partnerships with RWI/Miranda and other technology providers. The company maintains a limited internal workforce, depends on partners for deployment and site work, and has reported ongoing operating losses, negative cash flows, and a full impairment of its RWI investment. Recent strategic actions include a 2026 master distributor agreement targeting the U.S. market and the formation of RMEX to pursue opportunities in Mexico, where Rainmaker does not control operations.