Rainmaker Entertainment Inc.

TSX VENTURE : RNK


Rainmaker Entertainment Inc.

March 17, 2014 16:05 ET

Rainmaker Announces Closing of Private Placement for Aggregate Gross Proceeds of $7.5 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 17, 2014) -

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Rainmaker Entertainment Inc. ("Rainmaker" or the "Company") (TSX VENTURE:RNK) today announced that it has completed a non-brokered private placement of unsecured subordinated convertible debentures in the aggregate principal amount of $7,500,000 (the "Offering"). The convertible debentures enjoy the same attributes as the debentures issued by the Company in April 2013. Including the debentures issued in this Offering, Rainmaker has outstanding $13,486,000 principal amount of convertible debentures (collectively, the "Debentures"). The Debentures bear interest at a rate of 8% per annum, payable quarterly in arrears. Each $1,000 principal amount of the Debentures is convertible at the option of the holder into common shares of the Company (the "Common Shares") at a conversion price of $0.20 per Common Share, such that approximately 5,000 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. The Debentures are also redeemable by the Company starting October 15, 2014. The Debentures mature on March 31, 2016. Debentures issued under the current Offering are subject to a four month hold period ending on July 18, 2014.

Rainmaker has received conditional approval to list the Debentures on the TSX Venture Exchange, which listing remains subject to final acceptance by the TSX Venture Exchange. Listing of the Debentures is currently anticipated to occur prior to the end of the current fiscal quarter.

The Company intends to use the net proceeds from the Offering for investment into various film and television intellectual properties as well as additional working capital.

President Michael Hefferon stated, "We are delighted to complete this second Offering of Debentures. Completion of this financing is a key step in the Company's strategic objective of investing and exploiting a broad range of family oriented intellectual properties. We are pleased with the support we received from our investors, and believe Rainmaker is now well positioned to take advantage of opportunities in the branded family entertainment market."

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

MI 61-101 Disclosure

Certain of the Debentures under the Offering are being purchased by insiders of Rainmaker (collectively, the "Related Parties") and constitutes a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Rainmaker relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(b) of MI 61-101 in respect of the Related Party transactions.

About Rainmaker

Based in Vancouver, British Columbia, Rainmaker is a multifaceted animation studio and one of Canada's largest producers of CG animation. On February 15, 2013, Rainmaker's first feature film, Escape From Planet Earth (distributed by The Weinstein Company), opened on 3,200 screens across North America. Currently the studio is working on its second feature, Ratchet and Clank. Based on the popular Sony PlayStation game, this film is slated for release in 2015.

Cautionary Note Regarding Forward-Looking Statements

Certain information set forth in this press release contains "forward-looking statements", and "forward-looking information" under applicable securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated use of the net proceeds of the Offering, are forward-looking statements. Forward-looking statements are typically identified by words such as "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", and similar expressions are often used to identify forward-looking statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to: (i) general economic conditions, (ii) Rainmaker's future business prospects and opportunities, and (iii) Rainmaker's ability to complete any or all of its proposed production work. Should one or more of the risks or uncertainties identified herein or in the Company's continuous disclosure documents filed on the System for Electronic Document Analysis and Retrieval (SEDAR) materialize, or should the assumptions underlying the forward-looking statements prove to be incorrect, then actual results may vary materially from those described herein. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable laws.

Neither 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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