Rainmaker Income Fund

Rainmaker Income Fund

August 05, 2005 09:15 ET

Rainmaker Income Fund Completes the Acquisition of EP Canada and Canada Film Capital

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 5, 2005) - Rainmaker Income Fund (TSX:RNK.UN) (the "Fund") is pleased to announce that further to its press release of July 5, 2005 it has completed the acquisition of the businesses of EP Canada Inc. ("EP Canada") and Comweb Film Capital Corporation ("CFCC") from Comweb Group Inc. for $18.2 million in cash. Immediately prior to the completion of the acquisitions the business assets of each of EP Canada and CFCC were transferred to newly formed limited partnerships, EP Canada Limited Partnership ("EP Canada LP") and Canada Film Capital Limited Partnership ("CFC LP").

Mark Prior, CEO of EP Canada and CFCC has been appointed CEO of the Fund.

The acquisitions of EP Canada LP and CFC LP were financed by the issue, by way of private placement, of 5,846,155 trust units of the Fund at $3.25 per trust unit for total proceeds of $19 million. The private placement was approved by the unitholders of the Fund at a special meeting held August 3, 2005.

The Fund now owns three operating limited partnerships which service the film and television industry:

- Rainmaker Limited Partnership ("Rainmaker LP"), a leading provider of post-production and visual effects services;

- EP Canada LP, which carries on the business formerly carried on by EP Canada and is a leading provider of payroll services; and

- CFC LP, which carries on the business formerly carried on by CFCC providing film tax credit administration and financing services.

The Fund Chairman Hugh McKinnon, stated: "This is the transaction we have been waiting for. It strengthens our operations and provides geographic and service diversity to all the clients of Rainmaker LP." "There is an excellent cultural fit between Rainmaker LP's employees and management team of EP Canada and CFCC," adds Mark Prior. The new acquisitions tie into the larger vision of growing the Fund through the incorporation of ancillary services as well as expanding the talent and technology already offered by Rainmaker LP. This commitment was also seen in the hiring of Warren Franklin as the President of Animation and Visual Effects of rainmaker LP in June of this year. "The ability to help its customers access the British Columbia Digital Animation and Visual Effects tax credits (DAVE) through the services of CFC LP, offers a compelling benefit and should bring even more work to our facility," concludes Warren Franklin.

EP Canada, in business over twenty years, is the leading provider of payroll services to the film and television production industry in Canada and provides services across Canada from offices in Toronto and Vancouver.

CFCC provides film tax credit administration services and financing through factoring tax credits. In operation since 1997 when tax credits for film and television productions were first introduced, it provides these services in all provinces offering tax credits from its office in Toronto.

Rainmaker LP is a post production and visual effects company with a twenty-five year history of technical excellence and outstanding service. From its origins in the pioneering west coast post house Gastown Productions, Rainmaker LP has grown into one of North America's pre-eminent post production service providers. Rainmaker LP's facility in Vancouver provides producers with an array of post production services ranging from traditional film developing to the very latest digital image processing techniques.

Mark Prior has also been appointed as a Trustee of the Fund and will relocate to Vancouver and Hugh McKinnon will remain in place as Chairman of the Trustees of the Fund. Mark Prior was co-founder of the predecessor company to EP Canada and has also been President of CFCC since its inception in 1997. EP Canada and CFCC serve the same customers as Rainmaker LP and he is well known to the Los Angeles-based studios and producers who comprise the vast majority of the clients of Rainmaker LP.

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.

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

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