Rainmaker Entertainment Inc.
TSX VENTURE : RNK

Rainmaker Entertainment Inc.

November 16, 2016 16:27 ET

Rainmaker Announces Closing of $11 Million Underwritten Private Placement Offering

Provides Update on Previously Announced Business Combination with Frederator Networks and Ezrin Hirsh Entertainment

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 16, 2016) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES

Rainmaker Entertainment Inc. ("Rainmaker" or the "Company") (TSX VENTURE:RNK) announces that today it closed its previously announced underwritten private placement offering (the "Offering") of subscription receipts (the "Subscription Receipts") through a syndicate of underwriters led by Cormark Securities Inc. (the "Lead Underwriter") and including Canaccord Genuity Corp. (collectively, the "Underwriters"). The Offering was completed in connection with the previously announced business combination (the "Transaction") with Broadway Frederator Networks, Inc., Frederator Allied Media, Inc. and Ezrin Hirsh Entertainment Inc.

Pursuant to the Offering, the Company issued 61,112,000 Subscription Receipts at a price of $0.18 per Subscription Receipt for aggregate gross proceeds of $11,000,160. The gross proceeds from the sale of the Subscription Receipts less a portion of the Underwriters' cash commission (the "Escrowed Proceeds") have been deposited with Computershare Trust Company of Canada, in its capacity as escrow agent, pending satisfaction of all escrow release conditions, which include the satisfaction or waiver of all conditions precedent to completing the Transaction (the "Release Conditions"). The Offering remains subject to final approval of the TSX Venture Exchange.

Each Subscription Receipt will entitle the holder thereof to receive, for no additional consideration and without further action, one common share of the Company (a "Common Share") (prior to completing the Consolidation (defined below)) upon satisfaction of the Release Conditions. If (i) the Release Conditions are not satisfied on or prior to 5:00 p.m. (Vancouver Time) on February 16, 2017 (the "Release Deadline"), or (ii) the Company advises the Underwriters and the subscription receipt agent, or announces to the public by way of a news release, that it does not intend to proceed with the Transaction, holders of Subscription Receipts will be entitled to receive the gross amount of the purchase price of their Subscription Receipts.

The Company intends to use the net proceeds of the Offering for growth initiatives including future acquisitions as well as general working capital purposes.

The Underwriters are entitled to a commission equal to 6.0% of the gross proceeds, which may be partially satisfied by the issue of Subscription Receipts, and are entitled to compensation options equal to 6.0% of the number of securities issued pursuant to the Offering at the issue price. A reduced commission of 3.0% and compensation options of 3.0% will be payable to the Underwriters with respect to any securities issued and sold to persons identified on the Company's President's List.

Transaction Update

As previously announced, in conjunction with completion of the Transaction, the Company intends to change its name to WOW! Unlimited Media Inc., reconstitute its board of directors, implement a 10:1 share consolidation (the "Consolidation"), reorganize its capital structure to meet Broadcasting Act (Canada) requirements regarding Canadian control and restructure its outstanding convertible debentures. The Company has scheduled its annual general and special meeting of shareholders (the "AGM") for December 12, 2016 to approve, among other things, the matters associated with the Transaction.

In addition, the Company has also scheduled a meeting for December 12, 2016 of the holders of its 8% convertible subordinated debentures to vote on certain amendments to the convertible debentures that are conditions precedent to completion of the Transaction. It is proposed that the convertible debentures will be amended (i) to provide that they will mature on the business day immediately preceding the closing date of the Transaction and (ii) the principal amount and all accrued interest owing pursuant to each outstanding convertible debenture shall be repaid by the Company immediately prior to the closing of the Transaction through the payment to each holder thereof of a cash payment equal to not more than twenty percent (20%) of the principal amount of the convertible debentures held by such holder and the conversion of the remainder of the principal amount and accrued interest owing to such holder into pre-Consolidation Common Shares at a conversion price of $0.18 per share. Such cash redemptions will be funded with existing cash and excess working capital.

In respect of the foregoing approvals being sought by the Company, a management information circular has been mailed to the Company's shareholders and the holders of the convertible debentures.

Each of the directors and executive officers of the Corporation together with certain other securityholders have entered into binding agreements to vote approximately sixty-three percent (63%) of the outstanding Common Shares FOR each of the matters to be approved by shareholders and to vote approximately eighty percent (80%) of the principal amount of the outstanding convertible debentures FOR the proposed amendments to the convertible debenture.

Board Nominations

The Company has nominated six individuals to be elected to the board of directors at the AGM. In addition to the previously announced nominees, being Michael Hirsh, Bob Ezrin, Craig Graham and Fred Siebert, the Company has also nominated Marc Bertrand and Kirstine Stewart, two individuals with broad entertainment industry experience.

Marc Bertrand - Mr. Bertrand previously served as President and CEO of MEGA Brands, a worldwide industry leader in construction toys and arts and craft brands. MEGA Brands was recognized worldwide for its organizational innovation complemented by strategic licenses with many iconic entertainment franchises, including Disney, Nickelodeon and Marvel. In 2014, with sales in 100 international markets and a presence in 15 countries, MEGA Brands was sold to Mattel for over $500 million.

Kirstine Stewart - Ms. Stewart joined Diply, a lifestyle and entertainment media company launched in 2013, in September 2016 as the Chief Strategy Officer. Previously, as VP Media for Twitter North America, Ms. Stewart oversaw the social network's media activities across the United States and Canada and its partnerships in television, sports, gaming, talent, music, fashion, news and government. Prior to that role, Ms. Stewart held a senior role within the Canadian television industry, serving as an Executive Vice President with the CBC. Ms. Stewart was also a member of the 2016 NBA All Star Game Steering Committee and an Ambassador for the 2015 Women's World Cup. In addition, Ms. Stewart serves as a board member for The DMZ Ryerson University and a board member for theScore Inc., listed on the TSX Venture.

About Rainmaker

Based in Vancouver, British Columbia, Rainmaker Entertainment Inc. is a multifaceted animation studio and one of Canada's largest producers of CG animation. Rainmaker's first feature film, Escape From Planet Earth (distributed by The Weinstein Company), opened on 3,200 screens across North America. Originally established as Mainframe Entertainment, the company produced the first ever CG animation series, ReBoot, and over the course of its 15+ years of innovative history, Rainmaker has continued to break new ground in animation, telling engaging stories and creating compelling characters for all media. In addition to projects Rainmaker has produced with partners and clients including Mattel, The Weinstein Company, Hasbro, Lionsgate and Sony, Rainmaker also develops proprietary projects. In Fall 2013, the company announced its plans to develop a new version of its iconic CG-animated ReBoot series and in April 2014, the company began production for HIT Entertainment of 104 10-minute episodes of the new CG-animated Bob the Builder series.

About Frederator Networks

Frederator operates Frederator Studios and Frederator Networks. Frederator Studios makes cartoons for television, movies and the internet and was founded by serial media entrepreneur and former Hanna-Barbera president Fred Seibert in 1998 as a unique incubator for big animation ideas by producing original cartoons. More than 250 short films have resulted in 16 hit series, including Butch Hartman's The Fairly OddParents on Nickelodeon and Pendleton Ward's Adventure Time on Cartoon Network. Frederator Networks manages the Channel Frederator Network, the world's largest animation-only multi-channel network on YouTube; has a joint venture (with Ánima Estudios, Mexico) in Átomo Networks, the world's first Hispanic animation multi-channel network; and programs online channels such as Channel Frederator and Cartoon Hangover. The channels feature the hit series Bravest Warriors created by Pendleton Ward, Natasha Allegri's Bee and PuppyCat, (second most funded animation on Kickstarter), the factual series 107 Facts, as well as many new shorts from the world's future animation superstars. Frederator has offices in Burbank, CA and New York, NY.

About Ezrin Hirsh Entertainment

Ezrin Hirsh Entertainment is a developer of global entertainment and media properties. The company was founded by Michael Hirsh and Bob Ezrin, internationally renowned and award-winning producers and entrepreneurs. Subsequent partners include seasoned media executives Neil Chakravarti and Christian Davin. The Ezrin Hirsh Entertainment team are united by a common vision to develop the next-generation global kids and youth entertainment company based out of Canada.

U.S. Securities Laws Disclosures

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein come should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933 as amended (the "Securities Act") and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the Securities Act and there is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States.

Forward-Looking Statements

Certain information set forth in this press release contains "forward-looking statements", and "forward-looking information" under applicable securities laws. These statements relate to future events or future performance and include, but are not limited to, (i) statements regarding the anticipated closing of the Transaction, and (ii) the proposed use of proceeds from the Offering. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", and similar expressions are often used to identify forward-looking statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties, both general and specific. In evaluating these statements, readers should specifically consider risks which may cause actual results to differ materially from any forward-looking statement. These risks include, but are not limited to, risks relating to the possibility that the Transaction may not be completed. The forward-looking statements contained herein are based upon certain assumptions considered reasonable at the time they were prepared. Such assumptions include, but are not limited to, assumptions regarding: (i) general economic conditions, (ii) Rainmaker's future business prospects and opportunities, (iii) Rainmaker's ability to complete any or all of its proposed production work, and (iv) the completion of the Transaction. Should one or more of the risks or uncertainties identified herein materialize, or should the assumptions underlying the forward-looking statements prove to be incorrect, then actual results may vary materially from those described herein. In respect of Rainmaker's business generally, readers should also refer to Forward-looking Statements in the Management Discussion & Analysis for the second quarter of 2015. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable securities laws, Rainmaker does not assume any obligation to update the forward-looking statements contained herein.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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