Cavan Consulting Limited

May 30, 2013 18:06 ET

Cavan Consulting Limited Announces Acquisition of Common Shares of Rainmaker Entertainment Inc.

TORONTO, ONTARIO--(Marketwired - May 30, 2013) - Cavan Consulting Limited ("Cavan") has filed an early warning report (the "Report") announcing that, on May 29, 2013, it acquired ownership and control over 1,775,614 common shares (the "Acquired Shares") of Rainmaker Entertainment Inc. (TSX:RNK) (the "Corporation"), being approximately 10.15% of the currently issued and outstanding common shares ("Shares") of the Corporation. The Acquired Shares were acquired pursuant to a share purchase agreement dated May 29, 2013 between Cavan and The McElvaine Investment Trust. Craig Graham, the Chairman and Chief Executive Officer of the Corporation, is a director, officer and shareholder of Cavan.

Immediately following the Acquisition, Cavan and Mr. Graham together own (i) 1,775,614 Shares, representing 10.15% of the currently issued and outstanding Shares (on a non-diluted basis), and (ii) $400,000 principal amount of unsecured convertible debentures (the "Debentures") (of which $275,000 are held directly by Mr. Graham and $125,000 are held directly by Cavan). Such Debentures mature on March 31, 2016 (the "Maturity Date") and are convertible at any time prior to the Maturity Date into an aggregate 2,000,000 Shares at a price of $0.20 per Share. Assuming full conversion of the Debentures, Cavan and Mr. Graham would directly or indirectly exercise direction and control over an aggregate of 3,775,614 Shares, representing 19.38% of the then issued and outstanding Shares (on a partially diluted basis).

The Acquired Shares were acquired for investment purposes. Cavan and Mr. Graham have a long-term view of the investment and, other than as set out below, they do not intend at this time to acquire additional Shares, but may acquire additional Shares either on the open market or through private acquisitions or sell the Shares either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

On May 14, 2013, the shareholders of the Corporation approved the subscription by the Mr. Graham, on a private placement basis, for 2,000,000 Shares at a price of $0.20 per Share (the "Private Placement"). The Private Placement remains subject to Toronto Stock Exchange approval and is expected to be completed as soon as practicable. For further details relating to the Private Placement, please see the management information circular of the Corporation dated April 12, 2013, a copy of which is available on the System for Electronic Document Analysis and Retrieval (SEDAR).

For further details relating to the Acquisition, please see the Report, a copy of which is available on SEDAR. A copy of the Report may also be obtained by contacting Mr. Graham at 604.714.2600.

Contact Information

  • Cavan Consulting Limited
    Craig Graham
    604-714-2600