TORONTO, ONTARIO--(Marketwired - Dec. 19, 2016) -
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Michael Hirsh (the "Acquiror") issues this press release pursuant to Part 3 - Early Warning Requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues with respect to Wow Unlimited Media Inc. (formerly, Rainmaker Entertainment Inc.) (the "Corporation"), 200 - 2025 West Broadway, Vancouver, British Columbia, V6J 1Z6. Wow trades on the TSX Venture Exchange under the symbols "RNK.A" and "RNK.B". A copy of the Acquiror's related early warning report has been filed with the applicable securities commissions and further information may be obtained by contacting the Corporation at (604) 714-2600.
On December 15, 2016, Michael Hirsh, through 2033162 Ontario Inc., acquired 1,300,000 common voting shares of the Corporation (the "Common Voting Shares") pursuant to a share purchase agreement among the Corporation, Ezrin Hirsh Entertainment Inc. ("Ezrin Hirsh") and 2033162 Ontario Inc., Robert Ezrin, Indranil Neil Chakravarti and Christian Davin Production Sarl, being all of the shareholders of Ezrin Hirsh (the "SPA") pursuant to which the Corporation acquired all of the issued and outstanding shares of Ezrin Hirsh (the "Acquisition").
In addition, on December 15, 2016, 7,501,000 subscription receipts of the Corporation (the "Subscription Receipts") acquired by Michael Hirsh, personally and through 2029769 Ontario Inc. automatically converted into 750,100 Common Voting Shares.
Further, pursuant to a voting trust agreement dated October 25, 2016 entered into among Michael Hirsh, as trustee, and 2033162 Ontario Inc., Robert Ezrin, Indranil Neil Chakravarti and Christian Davin (the "Voting Trust Agreement"), a voting trust was established for shares of the Corporation held by such persons and Michael Hirsh was appointed as the initial trustee. Pursuant to the Voting Trust Agreement, Michael Hirsh was granted complete discretion in exercising the voting rights relating to an additional 520,000 Common Voting Shares and 780,000 variable voting shares of the Corporation.
Each of the 1,300,000 Common Voting Shares issued to 2033162 Ontario Inc. pursuant to the SPA in exchange for 2033162 Ontario Inc.'s shares in Ezrin Hirsh was issued at a deemed price of $2.00 per share for aggregate deemed consideration of $2,600,000. Each of the 750,100 Common Voting Shares acquired upon the conversion of the Subscription Receipts was acquired at a price of $1.80 per share for an aggregate purchase price of $1,350,180.
After giving effect to the Acquisition and the conversion of the Subscription Receipts, Michael Hirsh, directly and indirectly, owns an aggregate of 2,050,100 Common Voting Shares representing 12.99% of the issued and outstanding Common Voting Shares.
In addition, pursuant to the Voting Trust Agreement, upon completion of the Acquisition and the conversion of the Subscription Receipts, Michael Hirsh acquired voting control over an additional 520,000 Common Voting Shares and 780,000 Variable Voting Shares, representing, 3.2% of the issued and outstanding Common Voting Shares and 11.78% of the Variable Voting Shares, respectively.