Rainmaker Entertainment Inc.
TSX VENTURE : RNK

Rainmaker Entertainment Inc.

February 04, 2015 16:05 ET

Cavan Consulting Limited Announces Filing of Early Warning Report Related to Acquisition of Common Shares of Rainmaker Entertainment Inc.

TORONTO, ONTARIO--(Marketwired - Feb. 4, 2015) - Cavan Consulting Limited ("Cavan") has filed an early warning report (the "Report") announcing that, on February 3, 2015, Craig Graham and Karen Graham each acquired (the "Acquisition") ownership and control over 300,000 common shares (the "Acquired Shares") of Rainmaker Entertainment Inc. (TSX VENTURE:RNK) (the "Corporation") representing approximately 3.08% of the currently issued and outstanding common shares ("Shares") of the Corporation. The Acquired Shares were acquired pursuant to a private trade at a price per share of $0.25. Craig Graham and Karen Graham each are a director, officer and shareholder of Cavan. Mr. Graham is also the Chairman and Chief Executive Officer of the Corporation.

Immediately following the Acquisition, Cavan and the Grahams together own (i) 2,825,614 Shares (of which 2,225,614 are held directly by Cavan, 300,000 are held directly by Mr. Graham and 300,000 are held directly by Mrs. Graham) representing approximately 14.5% of the currently issued and outstanding Shares (on a non-diluted basis), (ii) options to acquire 25,000 Shares (the "Options") (all of which are held directly by Mr. Graham) and (iii) $550,000 principal amount of Debentures (of which $275,000 are held directly by Mr. Graham and $275,000 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 2,750,000 Shares at a price of $0.20 per Share. Assuming full conversion of the Debentures and exercise of the Options, Cavan and the Grahams would directly or indirectly own and exercise direction and control over an aggregate of 5,600,614 Shares, representing approximately 25.19% of the then issued and outstanding Shares (on a partially diluted basis).

The Acquired Shares were acquired for investment purposes. Cavan and the Grahams have a long-term view of the investment and 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.

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

  • Mr. Graham
    604.714.2600