Rainmaker to Acquire Mainframe Entertainment, a World Leader in CG Animation; Acquisition Will Create Canada's Largest Animation and Visual Effects Company

VANCOUVER, British Columbia--()--July 20, 2006--Rainmaker Income Fund (TSX:RNK-un) announced today that its subsidiary RNK Capital Limited Partnership (collectively "Rainmaker") has entered into an agreement to purchase from IDT Entertainment Inc. and its affiliates ("IDT") 62% of the outstanding shares (the "IDT Block") of Mainframe Entertainment Inc. ("Mainframe") (TSX:MFE), a leading CG animation company with $19 million in revenues in fiscal year ended March 31, 2006. The acquisition is expected to close on July 31, 2006.

Following the closing of the acquisition from IDT, Rainmaker intends to acquire the balance of the shares of Mainframe. If Rainmaker acquires all the remaining shares of Mainframe at the intended price the aggregate acquisition purchase price to Rainmaker for all shares of Mainframe will be approximately $13.8 million.

The Trustees of the Rainmaker also announced that Warren Franklin, current President of Rainmaker Animation & Visual Effects, has been appointed CEO and a Trustee of Rainmaker effective immediately. Barry Chambers, President of Rainmaker Limited Partnership will continue in that position overseeing Rainmaker's lab and post production services.

Upon completion of the purchase transactions, Rainmaker proposes to combine the businesses of Mainframe and Rainmaker Animation & Visual Effects. Warren Franklin and Rick Mischel, the current CEO of Mainframe, will lead the new entity. The combined entity would become the largest animation and visual effects studio in Canada, employing over 300 artists and technicians and would have significant global reach due to Rainmaker's facility in the London, England and Mainframe's Los Angeles office.

"At Rainmaker, we've long admired the work and track record of Mainframe," states Franklin. "Both entities have been making significant strides into each other's areas of expertise and the time is right to harness our joint skills and talent pools. We're eagerly looking forward to combining our ranks and continuing our growth momentum."

Mischel concurs, "The blending of our two businesses will be good for both our clients and our staff. We will continue to each serve our core clients while also expanding that base with our pooled creative services. Mainframe's animators will provide Rainmaker with additional creative talent and at the same time, will benefit greatly from access to Rainmaker's pipeline, state-of-the-art film lab, and proprietary technology. We'll also be more nimble in our plans for developing intellectual properties, especially with our return to Canadian ownership."

Barry Chambers adds, "Combining with Mainframe in 3D animation is a natural next step for Rainmaker given our post group's experience in HD technology. Our established pipeline will allow for shorter post production timelines for features and direct-to-video projects in HD."

Franklin, a veteran entertainment and visual effects executive, has previously held positions at Lucasfilm Ltd, Colossal Pictures, Cinesite/Kodak and Pinnacle Studios. A key member of George Lucas' creative and management team for more than a decade, Franklin created the Lucasfilm Entertainment Group and served as Group Vice President overseeing its six divisions, including Industrial Light & Magic ("ILM"), LucasArts Entertainment, and Skywalker Sound.

Prior to his position as Mainframe CEO, Mischel served as President and COO of The Harvey Entertainment Company, where he managed the production and licensing of successful entertainment intellectual properties like "Casper the Friendly Ghost," while leading the company to increased earnings through sales and mergers prior to the company's sale of its Harvey assets to Classic Media. Mischel began his career as an entertainment attorney with O'Melveny & Myers, then went on to executive positions at Electric Pictures and Live Entertainment and was an independent producer developing and/or producing projects for Nickelodeon, Fox Television Studios, the WB Network and Canal Plus.

Founded in 1993, Mainframe is a world leader of quality CG family animation having produced highly successful productions for television, direct-to-DVD, games and the internet. Known for its high quality work-for-hire services, including productions for the Mattel Barbie franchise and direct-to-video releases of Casper, Popeye and Hot Wheels, Mainframe has most recently produced a proprietary animated direct-to-DVD feature featuring Tony Hawk, the legendary skateboarder, due for release this fall.

Rainmaker, an award-winning visual effects, 3D animation and post production company has a twenty-seven year history of technical excellence and outstanding service in feature films, television, games and commercials. Rainmaker's gain of Mainframe's animation prowess, combined with their own depth of technology and high-end theatrical expertise in visual effects will create a production infrastructure for overall growth. Access to Rainmaker's proven film and high definition pipeline will allow the animation sector to move more quickly into feature films and will provide the visual effects sector access to character animation talent, a highly sought after and lucrative creative service.

Franklin summarizes, "The proposed combination would enable both studios to maintain a competitive infrastructure at a lower combined cost, while building long-term shareholder value through proprietary development and ownership. Combining these infrastructures will lead to greater efficiencies, time management benefits, and creative solutions."

"The client base for long form animation and visual effects are primarily the same," Mischel adds. "Combining our terrific teams and their ability to model, animate, light and create, along with each company's strong reputation in the industry, will give us a competitive edge once these skill sets are managed as a whole. This will be a destination studio for customers seeking a wide-range of effects and animation work."

Rainmaker through its ownership in RNK Capital Limited Partnership also owns EP Canada LP, which provides payroll services to the entertainment industry, and Canada Film Capital LP, which provides tax credit financing and administration services to the film and television industries. Cheryl Nex and David Carter will continue in their roles of President of EP Canada and Canada Film Capital respectively. At this transition, Mark Prior has stepped down as CEO and a Trustee of Rainmaker to pursue other interests, however, he will continue his association with Rainmaker as a consultant through the closing of the Mainframe transactions.

About Rainmaker LP

Rainmaker LP, headquartered in Vancouver, Canada, is an award-winning visual effects, 3D animation and post production company with a 27 year history of technical excellence and outstanding service in feature films, television, games and commercials. Rainmaker LP is one of North America's pre-eminent post-production service providers. Rainmaker LP recently opened a new facility in London -- Rainmaker Animation and Visual Effects UK Ltd. ("Rainmaker UK") -- which offers cutting edge visual effects and 3D animation in that market. Rainmaker's Vancouver facility continues to provide a wide array of post production services ranging from traditional film developing to the very latest in digital image processing, visual effects and computer generated animation. For more information, visit www.rainmaker.com.

About Mainframe

Mainframe Entertainment Inc. is the industry leader in computer generated (CG) animation for television and direct-to-video DVD family entertainment. Mainframe has produced over 269 half hours of CG animated television as well as 16 CG animated direct-to-video/DVD feature films and three CG animated television specials. Mainframe's CG animation expertise is also being used in the production of theatrical feature films, interactive games and commercials. Established in 1993, Mainframe continues to grow its library of proprietary productions, and has received many prestigious awards for its work on such international brands as Barbie (winner of the VSDA Award for Children's Title of the Year), Hot Wheels, Spider-Man, Casper and Popeye. The company is recognized as a CG animation pioneer having developed the groundbreaking internationally distributed television series ReBoot. Mainframe clients include Sony, Mattel, Lions Gate Home Entertainment, Electronic Arts (Canada) and MTV. For more information, visit www.mainframe.ca.

About Rainmaker Income Fund

Rainmaker is an unincorporated open-ended limited purpose trust located in Vancouver, British Columbia. Rainmaker indirectly owns three operating limited partnerships. Rainmaker LP is one of North America's leading film and video post production organizations, providing superior service, using innovative technology and world-class talent to design, build and shape content for film, television and new media productions. EP Canada Limited Partnership is a leading provider of payroll services for the film and television industry across Canada. Canada Film Capital Limited Partnership provides tax credit administration services and financing of tax credits through factoring for film and television productions across Canada. For more information, visit www.rnkincomefund.com.

This press release and any related attachments may contain forward-looking statements that involve a number of risks and uncertainty. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are market and general economic conditions and the risk factors detailed from time to time in the periodic reports and documents filed by the Fund with The Toronto Stock Exchange and other regulatory authorities. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and the Fund undertakes no obligation to update the forward-looking statements should there be a change in conditions, or in management's estimates or opinions.

The contents of this press release have neither been approved nor disapproved by any regulatory authority.

Further information available at: Website: www.rainmaker.com

Contacts

Rainmaker
Rita Cahill or Ellen Pasternack, 604-874-8700
pr@rainmaker.com
or
Mainframe
Kristi Blicharski, 310-371-8795
Kristi@alinemedia.com
Warren Franklin, CEO, Rainmaker (Photo: Business Wire)

Warren Franklin, CEO, Rainmaker (Photo: Business Wire)

???news_view.multimedia.download???

???pagination.previous??? ???pagination.next???

Sharing

Contacts

Rainmaker
Rita Cahill or Ellen Pasternack, 604-874-8700
pr@rainmaker.com
or
Mainframe
Kristi Blicharski, 310-371-8795
Kristi@alinemedia.com