Rainmaker Entertainment Inc.

Rainmaker Entertainment Inc.

November 13, 2008 20:03 ET

Rainmaker Announces Closing of Net Asset Sale of EP Canada LP and Canada Film Capital LP

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 13, 2008) - Rainmaker Entertainment Inc.("Rainmaker") (TSX:RNK) is pleased to announce that further to its news release of August 13, 2008 it has completed the sale of net assets of EP Canada LP and Canada Film Capital LP (collectively "EPC") to EP Canada Film Services Inc. and Canada Film Capital Corporation (collectively "Purchaser"). The parent company of the Purchaser is a newly formed entity which includes minority interests by senior management of EPC and former directors of Rainmaker.

The transaction terms varied somewhat from those in the previously announced letter of intent. The consideration received or payable to Rainmaker in connection with the transaction is as follows:

- $11.2 million cash paid at closing;

- $0.5 million subordinated debenture with a five year maximum term; and

- $2.75 million earn-out based on revenue targets.

In addition Rainmaker has retained a 30% equity interest in the parent company of the Purchaser. The estimated gain on sale from the transaction is approximately $5.0 million, which will be fully offset for tax purposes by loss carry-forwards.

Warren Franklin, CEO of Rainmaker commented,

"We are very pleased to complete the sale of EP Canada and Canada Film Capital in such a difficult economic environment. We will continue to focus our efforts on our animation business, while retaining a future interest in the value of the EPC business."


Additional information relating to the sale and other publicly filed documents relating to the Company, including the annual audited consolidated financial statements and related management discussion and analysis plus the Annual Information Form are available through the internet on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval ("SEDAR"), which can be accessed at www.sedar.com.

This press release and any related attachments may contain forward-looking statements that involve a number of risks and uncertainty. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are market and general economic conditions and the risk factors detailed from time to time in the periodic reports and documents filed by the Company with The Toronto Stock Exchange and other regulatory authorities. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and the Company undertakes no obligation to update the forward-looking statements should there be a change in conditions, or in management's estimates or opinions.

The contents of this press release have neither been approved nor disapproved by any regulatory authority.

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