TORONTO, ONTARIO--(Marketwired - March 19, 2014) - Cavan Consulting Limited ("Cavan") has filed an early warning report (the "Report") announcing that, on March 17, 2014, it acquired ownership and control over $150,000 principal amount (the "Acquired Securities") of unsecured convertible debentures (the "Debentures") of Rainmaker Entertainment Inc. (TSX VENTURE:RNK) (the "Corporation") that, if converted, would represent approximately 3.7% of the currently issued and outstanding common shares ("Shares") of the Corporation on a partially diluted basis. The Acquired Securities were acquired pursuant to a subscription agreement dated March 17, 2014 between Cavan and the Corporation. Craig Graham, the Chairman and Chief Executive Officer of the Corporation, is a director, officer and shareholder of Cavan.
Immediately following the Acquisition, Cavan and Mr. Graham together own (i) 2,225,614 Shares, representing approximately 11.42% of the currently issued and outstanding Shares (on a non-diluted basis), and (ii) $550,000 principal amount of Debentures (of which $275,000 are held directly by Mr. Graham and $275,000 are held directly by Cavan). Such Debentures mature on March 31, 2016 (the "Maturity Date") and are convertible at any time prior to the Maturity Date into an aggregate 2,750,000 Shares at a price of $0.20 per Share. Assuming full conversion of the Debentures, Cavan and Mr. Graham would directly or indirectly exercise direction and control over an aggregate of 4,975,614 Shares, representing approximately 22.4% of the then issued and outstanding Shares (on a partially diluted basis).
The Acquired Shares were acquired for investment purposes. Cavan and Mr. Graham have a long-term view of the investment and they do not intend at this time to acquire additional Shares, but may acquire additional Shares either on the open market or through private acquisitions or sell the Shares either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
For further details relating to the Acquisition, please see the Report, a copy of which is available on SEDAR. A copy of the Report may also be obtained by contacting Mr. Graham at 604.714.2600.