Rainmaker Entertainment Inc.

Rainmaker Entertainment Inc.

May 29, 2013 08:00 ET

Rainmaker Entertainment Announces Closing of Private Placement of Convertible Debentures

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 29, 2013) -

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

Rainmaker Entertainment Inc. (TSX:RNK) announces that it has completed a second tranche private placement of unsecured convertible debentures ("Debentures") for gross proceeds of $835,000. As announced in the company's press release dated April 15, 2013, Rainmaker previously completed a rights offering and concurrent private placement of Debentures for aggregate gross proceeds of $5,151,000.

The Debentures accrue interest at a rate of 8% per annum payable quarterly in arrears and are convertible into common shares of Rainmaker at a price of $0.20 per share. The Debentures will mature on March 31, 2016 and are governed by the terms of an indenture between Rainmaker and Computershare Trust Company of Canada. The Debentures are subject to applicable statutory hold periods of four months and one day.

U.S. Sales

This news release is not an offer of securities for sale in the United States. The rights and the Debentures will not be registered under the U.S. Securities Act of 1933, or the securities laws of any state, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person or person in the United States without registration unless an exemption from registration is available.

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. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", and similar expressions are often used to identify forward-looking statements. By their very nature, forward-looking statements 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. 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 general economic conditions and Rainmaker's future business prospects and opportunities. 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 year ended December 31, 2012. 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.

About Rainmaker Entertainment

Rainmaker Entertainment Inc., a multifaceted animation studio, is one of Canada's largest producers of CG animation. Rainmaker's first feature film Escape from Planet Earth, distributed by The Weinstein Company, enjoyed its theatrical release on February 15, 2013. For more information, go to www.rainmaker.com.

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