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Rainmaker closes net asset sale of EP Canada LP and Canada Film Capital LP for US$11.2 million

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Rainmaker Entertainment

On November 13, 2008, Rainmaker Entertainment Inc. (TSX:RNK) announced that it had completed the sale of net assets of EP Canada LP and Canada Film Capital LP (collectively "EPC") to EP Canada Film Services Inc. and Canada Film Capital Corporation (collectively "Purchaser"). The parent company of the Purchaser is a newly formed entity which includes minority interests by senior management of EPC and former directors of Rainmaker. The consideration received or payable to Rainmaker in connection with the transaction includes: $11.2 million cash paid at closing; $0.5 million subordinated debenture with a five year maximum term; and $2.75 million earn-out based on revenue targets. In addition Rainmaker has retained a 30% equity interest in the parent company of the Purchaser. The estimated gain on sale from the transaction is approximately $5.0 million, which will be fully offset for tax purposes by loss carry-forwards. Rainmaker was advised in this transaction by a team from Fasken Martineau led by Iain Mant and that included, among others, Lindy Bremner and Amanda MacAdams.



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