Rainmaker Income Fund

Rainmaker Income Fund

August 01, 2008 12:36 ET

Rainmaker Announces Completion of Conversion to Growth Oriented Company

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 1, 2008) - Rainmaker Income Fund (the "Fund") (TSX:RNK.UN) and Rainmaker Entertainment Inc. ("Rainmaker") today announced the closing of the previously announced plan of arrangement under which the Fund converted from an income trust into a growth-oriented corporation (the "Arrangement"). Securityholders of the Fund who voted at the Special Meeting on July 24, 2008 voted in excess of 99% in favour of the Arrangement.

Under the Arrangement the holders of trust units of the Fund and Class B LP limited partnership units of RNK Capital Limited Partnership are entitled to receive one common share of Rainmaker for each unit. After giving effect to the Arrangement, Rainmaker has 17,480,175 common shares issued and outstanding. Letters of Transmittal were mailed to unitholders with the Information Circular for the special meeting to be used in order for unitholders to exchange their units of the Fund for common shares of Rainmaker.

Rainmaker is also pleased to announce the appointment of Stephen G. Arnold and Gordon Radley to the Board of Directors. Mr. Arnold is a partner at and co-founded Polaris Venture Partners, following 10 years in executive positions in software companies and the digital media industry. Mr. Radley has 35 years experience in the entertainment industry and recently retired from Lucasfilm Ltd., where he had been President since 1992.

Approximately three business days after the Toronto Stock Exchange confirms receipt of all necessary documents in connection with the closing of the Arrangement, the trust units of the Fund will be delisted from the TSX. Concurrent with the delisting of the trust units, the common shares of Rainmaker will be listed on the TSX under the symbol "RNK", which listing is anticipated to commence between August 7 and 12, 2008.

Business of Rainmaker

Rainmaker is an award-winning company producing computer generated animated feature films, television, direct to DVD films, games and commercials. Rainmaker owns 100% of EP Canada Limited Partnership ("EP") and Canada Film Capital Limited Partnership ("CFC"). REI EP is a leading provider of payroll services for the film and television industry across Canada. CFC provides tax credit administration services and financing of tax credits through factoring for film and television productions across Canada.

Additional information and other publicly filed documents relating to Rainmaker is or will be available through the internet on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval ("SEDAR"), which can be accessed at www.sedar.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 Rainmaker 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 Rainmaker undertakes no obligation to update the forward-looking statements should there be a change in conditions, or in management's estimates or opinions.

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