Rainmaker Worldwide Inc. Restructures Management; Consulting Agreements End

What Happened
Rainmaker Worldwide Inc. announced on Form 8-K that it mutually terminated two long‑standing consulting agreements effective April 30, 2026 (11:59 p.m.) as part of a management restructuring. The agreements with Larchwood Management Partners Inc. and 2752128 Ontario Ltd. covered executive, management, finance and corporate administration services. Outstanding amounts earned through April 30, 2026 remain Company obligations and will accrue interest at 10% per year beginning May 1, 2026. Separately, the Company implemented interim leadership arrangements effective May 1, 2026: Michael O’Connor (via Larchwood) will serve as Interim CEO while continuing as Interim CFO, and Kelly White (via 2752128) will serve as Interim Vice President, Finance. James Ross’s earlier resignation (effective April 22, 2026) resulted in forfeiture/surrender of related stock option awards.

Key Details

• Terminations effective April 30, 2026; interest at 10% p.a. accrues on unpaid balances starting May 1, 2026.
• Larchwood obligations as of April 30, 2026: C$26,181.93 and US$248,921.61 (includes unpaid fees, expenses, convertible notes, accrued interest).
• 2752128 obligations as of April 30, 2026: C$7,033.18 and US$259,905.92 (similar composition).
• Stock option treatment: unvested portions forfeited and vested portions voluntarily surrendered without payment (and six‑month exercise rights waived): James Ross — option for 1,924,192 shares at $0.0209; Larchwood — 3,330,332 shares at $0.0209; 2752128 — 3,330,332 shares at $0.0209. Forfeited shares returned to the 2026 Equity Incentive Plan pool.
• Interim compensation: Interim CEO (Michael O’Connor) — US$2,500/month; Interim VP Finance (Kelly White) — US$1,000/month; both agreements reimburse reasonable business expenses and are terminable by notice.

Why It Matters
This filing signals a management and cost-structure change: Rainmaker ended two external service relationships and put interim internal arrangements in place to cover CEO/CFO and finance roles. Investors should note the specific remaining liabilities (in CAD and USD) that continue to be Company obligations and that they will accrue 10% interest until paid—this affects near‑term liabilities. The forfeiture and surrender of option awards reduces outstanding option claims (and returns shares to the equity plan), which may affect potential dilution calculations.