Exchange Bulletin

RAINMAKER ENTERTAINMENT INC. ("RNK") ("RNK.DB")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s, New
Listing-Convertible Debenture(s)
BULLETIN DATE: March 28, 2014
TSX Venture Tier 1 Company

Private Placement

TSX Venture Exchange has accepted for filing documentation with respect to a
Non-Brokered Private Placement announced March 18, 2014:

Convertible Debenture $7,500,000

Conversion Price: Convertible into common shares at $0.20 per share until March
31, 2016

Maturity date: March 31, 2016

Interest rate: 8% per annum

Number of Placees: 19 placees

Insider / Pro Group Participation:

Insider=Y /
Name ProGroup=P Amount
Cavan Consulting Limited Y $150,000
Bryant Pike RRSP Y $50,000
Michael Hefferon Y $50,000
Kimberley E. Dent-Wilder Y $40,000
The McElvaine Investment Trust Y $300,000

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.

New Listing-Convertible Debenture(s)

Effective at the opening, Monday, March 31, 2014, the Debentures of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Film Production' company.

Corporate Jurisdiction: British Columbia

Capitalization: $13,486,000 Debentures with no par value of which are
$13,486,000 issued and outstanding

Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: RNK.DB
CUSIP Number: 75087XAA3

Details of the Debenture(s):

Maturity Date: March 31, 2016

Redemption: The Debentures may be redeemed at any time up until Maturity Date at the option of the holder. The Debentures are also redeemable by the Company commencing October 15, 2014.

Interest: The Debentures will bear interest on a quarterly basis at the rate of 8% per annum, March 30, June 29, September 29, and December 30. The first interest payment occurs July 30, 2014 in respect of the period March 31, 2014 to June 29, 2014.

Subordination: The payment of principal and interest on the Debentures is subordinated in right of payment to the extent set forth in the trust indenture governing the Debentures to the prior payment in full of all existing and future senior indebtedness of the company.

Conversion: Each Debenture is convertible into common shares of the company at $0.20 at any time prior to the Maturity Date, such that approximately 5,000 common shares will be issued for each $1,000 principal amount of Debentures converted.

Interest Start Date: March 31, 2014
First Interest Payment: July 30, 2014 (for interest accrued March 31, 2014 to June 29, 2014)

Clearing and Settlement: The Debentures will clear and settle through CDS.

Board Lot: The Debentures are in denomination of $1,000 and will trade in a board lot size of $1,000 face value.