Mainframe Entertainment Announces Mailing of Information Circular for October 26, 2006 Shareholder Meeting

Market Wire, September, 2006

Mainframe Entertainment, Inc. ("Mainframe") (TSX: MFE), Canada's leading computer generated (CG) animation production company, today announced that it has mailed an Information Circular to its shareholders with respect to a special meeting of shareholders to be held on Thursday, October 26, 2006 at 10:00 a.m. at Mainframe's offices in Vancouver, British Columbia. At the special meeting, shareholders will be asked to approve, by special resolution, the amalgamation of Mainframe and a newly formed subsidiary of RNK Capital Limited Partnership ("RNK"), which in turn, is a subsidiary of Rainmaker Income Fund ("Rainmaker") (TSX: RNK-un).

The amalgamation is to occur pursuant to a plan of arrangement under the Canada Business Corporations Act. The proposed amalgamation follows the previously announced acquisition by RNK of a 62% interest in Mainframe on July 31, 2006. The net effect of the plan of arrangement is that each common share of Mainframe (other than common shares held by the Rainmaker Group) will be acquired by RNK at a price of $0.24 per share (less any tax required to be deducted and withheld by RNK in respect of shareholders not resident in Canada).

The amalgamation must be approved by a two-thirds majority of shareholders voting at the special meeting and a simple majority of shareholders other than RNK or its affiliates.

The Information Circular contains disclosure regarding the current business activities of the Company for review by Shareholders, including the intended "greenlighting" of a feature length film to be produced by Mainframe.

A copy of the information circular will be available on SEDAR at www.sedar.com and on the Company's website at www.mainframe.ca .

About Mainframe

Mainframe Entertainment Inc. is the industry leader in computer generated 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 VSDA Award for Children's title of the Year), "Hot Wheels", "Spider-Man", "Casper" and "Popeye". Mainframe 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.

About Rainmaker

Rainmaker is an unincorporated open-ended limited purpose trust located in Vancouver, British Columbia. Rainmaker indirectly owns three operating limited partnerships. Rainmaker Limited Partnership 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.

Contacts: Genoa Management Limited Ali Mahdavi (416) 962-3300 ext.225 Email: amahdavi@genoa.ca


 

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