Rain Commodities Updates on Acquisition of GLC Carbon USA Inc by Rain Commodities (USA) Inc (WOS)

With reference to the earlier announcement dated February 05, 2007 regarding Rain Commodities (USA) Inc, a wholly owned subsidiary of the Company (WOS) has entered into a definitive agreement with Great Lakes Carbon Income Fund, Toronto, Canada ("the Fund"), inter-alia to acquire all the assets of the Fund, consisting of 73.56% ownership interest in GLC Carbon USA Inc. ("GLC Carbon USA") and certain Unsecured Subordinated Notes of Huron Carbon ULC, a wholly owned subsidiary of GLC Carbon USA at a price of C$ 11.60 per Unit.

In this connection, Rain Commodities Ltd has announced that, Rain Commodities (USA) Inc. ("Rain USA") has amended the terms of their previously announced agreement under which Rain USA agreed to acquire all of the assets of the Fund (the "Proposed Rain Transaction") by increasing the effective cash price per unit ("Unit") to be paid from C$ 11.60 to C$ 13.25.

The Fund had received a proposal on March 07, 2007 from Oxbow Carbon & Minerals Holdings, Inc. ("Oxbow") to acquire all of the assets of the Fund at an effective price of C$ 13.00 per Unit in cash, which the Board of Trustees has reviewed with its legal and financial advisors. As a result of Rain USA's increased offer price, the Board of Trustees continues to believe that the Proposed Rain Transaction is in the best interests of the Fund and continues to unanimously recommend that Unitholders vote in favour of the special resolution to approve the Proposed Rain Transaction and the winding-up of the Fund.

Under the amended agreement with Rain USA, the termination fee payable to a subsidiary of Rain USA by the Fund under certain circumstances has been increased from C$ 14.5 million to C$ 17 million.

The anticipated closing of the Proposed Rain Transaction continues to be on or about March 29, 2007, and the redemption date for the Units will be announced following the closing. The meeting date for a special meeting of Unitholders to approve the terms of the proposed transaction and the wind up of the Fund continues to be March 22, 2007.

About the Fund

The Fund is a trust established to hold indirectly the securities of GLC Carbon USA Inc. ("GLC"). The Fund currently holds an indirect 73.56% interest in GLC. GLC is the world’s largest producer of both anode and industrial grade calcined petroleum coke ("CPC"). Anode grade CPC is used in the production of aluminum. Industrial grade CPC is used in the production of other industrial materials including titanium dioxide. GLC produces CPC at its facilities located in Port Arthur, Texas; Enid, Oklahoma; Baton Rouge, Louisiana; and La Plata, Argentina.

Source : Equity Bulls

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