Rainmaker Entertainment Announces Approval of Extension of Convertible Debentures

VANCOUVER, BC–(Marketwired – March 31, 2016) – Rainmaker Entertainment Inc. (TSX VENTURE: RNK) (“Rainmaker” or the “Company“) announces that it has finalized the extension and certain other amendments to its Series 1 and Series 2 8% convertible unsecured subordinated debentures (the “Debentures“) with an aggregate principal outstanding balance of $13,476,000. The amendments, which are discussed below, have been accepted by the TSX Venture Exchange after having received the approval of holders of the Debentures owning more than 85% of the principal amount of the Debentures.

The primary amendment to the Debentures extends the maturity date of the Debentures by one year to March 31, 2017. 

In addition to the extension of the maturity date, the Company has agreed to establish an escrow account for the benefit of the holders of Debentures into which Rainmaker will deposit all net revenues in excess of $2.5 million received by the Company from any sale or distribution of the feature film Ratchet & Clank, up to a maximum amount of $17.5 million. At maturity, the escrowed funds will be used to pay all amounts necessary to satisfy outstanding principal of premium (if any) and interest accrued on the Debentures. To the extent any shortfall exists at maturity, the Company will be responsible for repaying such amount. The escrow account will be administered by Computershare Trust Company of Canada as escrow agent.

Craig Graham, Chief Executive Officer of Rainmaker, commented, “We are pleased to have finalized the extension of our existing Debentures under acceptable terms to our holders. With the upcoming worldwide theatrical release of Rainmaker’s next feature film Ratchet & Clank, on April 29, 2016, the extension provides the Company with needed financial flexibility to collect on its investment in the film. With limited favorable theatrical release windows in 2015, this extension was critical in achieving a successful release of the film in 2016.

We continue to fill out our production slate for 2016 with the primary goal to return the Company to profitability in 2016. I thank our debentureholders for their continued support of the Company.”

Other administrative amendments, including technical provisions relating to the establishment of the escrow account, were also made to the indentures that govern the terms and conditions of the Debentures. An executed copy of the second supplemental convertible debenture indenture will be available under Rainmaker’s issuer’s profile at www.sedar.com.

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, statements regarding our future profitability and our ability to pay any shortfall in the escrow account at maturity of the Debentures. 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 Rainmaker’s ability to generate certain production work and to realize revenues thereon. 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 Rainmakers business generally, readers should also refer to Forward-looking Statements in the Management Discussion & Analysis for year ended December 31, 2014. 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

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 CGI 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. Since announcing its return to television development and production in 2013 under the Mainframe Entertainment banner, two animated series are currently in the pipeline: 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. For more information, visit www.rainmaker.com.

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

For more information please contact:
Bryant Pike, CFO
Rainmaker Entertainment Inc.
investor@rainmaker.com
604.714.2600