Franklin Resources, Inc. Announces Filing of Early Warning Report Related to Acquisition of Debentures of Rainmaker Entertainment Inc. on Behalf of Underlying Funds and Accounts

TORONTO, April 6, 2016 /CNW/ - Franklin Resources, Inc., through one or more affiliated investment managers in their capacity as discretionary investment manager (collectively, "Franklin Templeton") to underlying funds and managed accounts (collectively, the "Accounts") and reporting on transactions made by one or more affiliated investment managers, has filed an early warning report announcing that it, Franklin Templeton acquired: (i) $560,000 principal amount of unsecured convertible debentures (the "Debentures") due March 31, 2017 (the "Maturity Date") that are convertible at any time prior to the Maturity Date at a conversion price of $0.20 per common share (each, a "Share") pursuant to a rights issuance on April 8, 2013 (the "Rights Issuance") by Rainmaker Entertainment Inc. ("Rainmaker") which, assuming their conversion, would result in the issuance of 2,800,000 Shares of Rainmaker representing approximately 13.80% of the issued and outstanding Shares of Rainmaker at that time, and (ii) $700,000 principal amount of Debentures pursuant to a private placement completed by Rainmaker on July 18, 2014 (the "Private Placement") which, assuming their conversion, would result in the issuance of 3,500,000 Shares of Rainmaker representing approximately 15.23% of the issued and outstanding Shares of Rainmaker at that time. The Debentures were acquired from Rainmaker pursuant to the Rights Offering and Private Placement and not pursuant to market purchases. Franklin Templeton acquired the Debentures under the Rights Offering at face value and the Debentures under the Private Placement at 123% of face value.  The principal terms of the Rights Issuances and Private Placements are described in Rainmaker's public disclosure documents.

After completion of the Rights Issuance, Franklin Templeton held: (i) 1,679,400 Shares which represented approximately 9.60% of the issued and outstanding Shares of Rainmaker at that time; and (ii) $560,000 principal amount of Debentures which, assuming their conversion, would result in the issuance of up to 2,800,000 Shares which, together with the Shares held by Franklin Templeton on its own behalf and on behalf of the Accounts, would represent approximately 22.08% of the issued and outstanding Shares at that time.

After completion of the Private Placement, Franklin Templeton held: (i) 1,679,400 Shares which represented approximately 8.62% of the issued and outstanding Shares of Rainmaker at that time; and (ii) $1,260,000 principal amount of Debentures which, assuming their conversion, would result in the issuance of up to 6,300,000 Shares which, together with the Shares held by Franklin Templeton on its own behalf and on behalf of the Accounts, would represent approximately 30.95% of the issued and outstanding Shares at that time.

The transactions were done in the ordinary course of business, for investment purposes only and not for the purpose of exercising control or direction over Rainmaker. The Accounts may from time to time acquire additional Shares or Debentures, dispose of some or all of the existing or additional Shares or Debentures or may continue to hold the Shares or Debentures.

SOURCE Franklin Templeton Investments Corp.

or to obtain a copy of the early warning report, please contact: Franklin Resources, Inc., One Franklin Parkway, San Mateo, CA 94403-1906, USA; Media Contact: Amie Lauder, Corporate Communications - Canada, Franklin Templeton Investments, [phone], [email protected]