Rainmaker Income Fund

Rainmaker Income Fund

October 31, 2006 21:29 ET

Rainmaker Income Fund Acquires Balance of Mainframe Entertainment

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Oct. 31, 2006) - Rainmaker Income Fund ("Rainmaker") (TSX:RNK.UN) announced today that, through its subsidiary RNK Capital Limited Partnership ("RNK Capital LP"), it has completed the acquisition of the 38.2% of the outstanding common shares of Mainframe Entertainment, Inc. ("Mainframe") which were not already owned by RNK Capital LP. The acquisition was completed through a plan of arrangement whereby Mainframe and a special purpose subsidiary of RNK Capital LP were amalgamated to form a new entity called Rainmaker Entertainment Inc. ("Rainmaker Entertainment"). Upon the amalgamation becoming effective each holder of common shares of Mainframe, other than RNK Capital LP, received preferred shares of Rainmaker Entertainment in exchange for their common shares of Mainframe. The common shares of Mainframe have ceased from trading on the Toronto Stock Exchange. RNK Capital LP exercised its call right and purchased the preferred shares of Rainmaker Entertainment for cash consideration of $6.5 million or $0.24 per share.

"We now look forward to integrating the operations of Rainmaker Entertainment and Rainmaker Limited Partnership, the principal operating subsidiary of Rainmaker and creating a dynamic digital entertainment company," said Warren Franklin, CEO of Rainmaker.

About Rainmaker

Rainmaker is an unincorporated open-ended limited purpose trust located in Vancouver, British Columbia. Rainmaker indirectly owns:

- Rainmaker Limited Partnership, an award-winning visual effects, computer generated animation and post production entity with a 27 year history of technical excellence and outstanding service in feature films, television, games and commercials. For more information, visit www.rainmaker.com.

- EP Canada Limited Partnership, a leading provider of payroll services for the film and television industry across Canada. For more information visit, www.epcanada.com.

- Canada Film Capital Limited Partnership which provides tax credit administration services and financing of tax credits through factoring for film and television productions across Canada. For more information, visit www.canadafilmcapital.com.

- Rainmaker Entertainment Inc is an industry leader and award winning company specializing in computer generated animation for family entertainment. For more information, visit www.mainframe.ca.

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.

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