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Rainmaker to Acquire Mainframe From IDT

Rainmaker has agreed to purchase 62% worth of outstanding shares of Mainframe Ent. Inc. from IDT Ent. Inc. and its affiliates. The acquisition is expected to close on July 31.

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 Ltd. Partnership, will continue in that position overseeing Rainmakers lab and post-production services. During 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.

Upon completion of the purchase transactions, Rainmaker proposes to combine the businesses of Mainframe and Rainmaker Animation & Visual Effects. 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 more than 300 artists and technicians and would have significant global reach due to Rainmakers facility in London and Mainframe's Los Angeles office.

At Rainmaker, we've long admired the work and track record of Mainframe, stated 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 concurred: 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.

Chambers added: Combining with Mainframe in 3D animation is a natural next step for Rainmaker given our post groups 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 Ent. Group and served as group vp overseeing its six divisions, including Industrial Light & Magic, LucasArts Ent. and Skywalker Sound.

Prior to his position as Mainframe ceo, Mischel served as president/coo of The Harvey Ent. Co., where he managed the production and licensing of successful entertainment intellectual properties such as 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 Ent. and was an independent producer developing and/or producing projects for Nickelodeon, Fox Television Studios, the WB Network and Canal Plus.

Rainmaker through its ownership in RNK Capital Ltd. 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.

Rainmaker is an unincorporated open-ended limited purpose trust located in Vancouver, British Columbia. Rainmaker indirectly owns three operating limited partnerships. Rainmaker LP (www.rainmaker.com), 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 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.

EP Canada Ltd. Partnership is a leading provider of payroll services for the film and television industry across Canada. Canada Film Capital Ltd. 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.

Mainframe Ent. Inc. (www.mainframe.ca) is the industry leader in computer-generated animation for television and direct-to-video DVD family entertainment. Mainframe has produced more than 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 Ent., Electronic Arts (Canada) and MTV.