Rainmaker Entertainment Inc.

Rainmaker Entertainment Inc.

June 28, 2012 08:00 ET

Rainmaker Entertainment Announces Agreement to Sell Animation Studio to Xing Xing Digital Corporation

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 28, 2012) - Rainmaker Entertainment Inc. ("Rainmaker") (TSX:RNK) announced today that it has entered into an asset purchase agreement dated June 27, 2012 pursuant to which Rainmaker Studios Inc. ("RSI"), a wholly-owned subsidiary of Xing Xing Digital Corporation, has agreed to acquire certain assets comprising substantially all of Rainmaker's animation studio assets (the "Transaction"). The assets are being acquired in consideration for the assumption of existing Rainmaker book liabilities in an approximate amount of $7 million and the assumption of all real property leases. The Transaction is conditional upon, among other things, the approval of Rainmaker's shareholders and the receipt of the required regulatory approvals, including any approvals required under the Investment Canada Act.

In connection with the Transaction, Rainmaker has agreed to provide a loan to RSI in the aggregate principal amount of $5 million. The loan has a term of four years and will bear interest at a rate of prime plus 2%. The loan may be prepaid at any time without penalty. Additionally, Rainmaker shall be granted an option, exercisable during the fourth year of the loan, to convert the principal and accrued interest in respect of the loan into common shares of RSI. Based on the starting principal amount of the loan, Rainmaker would be entitled to acquire 30% of the outstanding common shares of RSI at the time of conversion. Also, during the term of the loan, Rainmaker shall be entitled to nominate one of five directors to the board of RSI.

The board of directors of Rainmaker has unanimously approved entering into the asset purchase agreement and recommends that Rainmaker shareholders approve the Transaction. Full details of the Transaction will be included in a management information circular and related proxy materials to be mailed to Rainmaker shareholders in accordance with applicable securities laws in advance of the shareholders meeting, which is currently scheduled to occur on July 31, 2012.

Tim McElvaine, Chairman of the Board, stated, "Following completion of the Transaction, Rainmaker's assets will include working capital in excess of $2 million, proceeds of the RSI loan, the potential to participate in any adjusted gross revenues payable to the producer of Escape from Planet Earth and substantial non-capital tax losses. The board remains committed to maximizing the value of these assets for Rainmaker's shareholders."

About Rainmaker Entertainment

Rainmaker Entertainment Inc. is one of Canada's largest producers of computer generated animation for all media. The studio is currently in production on its first feature film Escape from Planet Earth which will be distributed by The Weinstein Company in February 2013. It is also producing several DVD films for Mattel and developing its own properties. Rainmaker is currently represented by Hollywood management firm, Circle of Confusion. For more information, go to www.rainmaker.com.

About Xing Xing

Xing Xing is a digital animation company located in Beijing. Having been experienced in the production of many overseas large scale animation series over a few years, Xing Xing has built a studio with more than 300 high-end CG artists that have received directions from several Hollywood and international industrial masters. Animated TV series produced by Xing Xing include Fireman Sam, Wild Animal Baby Explorers, Secret Millionaire's Club, etc. Additionally, Xing Xing has also worked on post-production and VFX work for many motion pictures including Twilight, Changeling, Angels & Demons, Tropic Thunder and Red Cliff, among others.

Certain portions of this press release as well as other public statements by Rainmaker contain forward-looking statements. Such forward-looking statements include but are not limited to statements concerning the proposed Transaction, Rainmaker's business and the industry in which it operates. These statements are based on current expectations that are subject to risks, uncertainties and assumptions and Rainmaker can give no assurance that these expectations are correct. Rainmaker's actual results could differ materially from those anticipated by forward-looking statements for various reasons generally beyond our control, including but not limited to: (i) failure to complete the Transaction on the terms described herein or at all, (ii) changes in market conditions; (iii) general economic, market, financing, regulatory and industry developments conditions; (iv) the risks relating to Rainmaker's business; and (iv) other risk factors set forth in Rainmaker's Quarterly Reports or Annual Information Form. Rainmaker disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise except as required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.

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