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

With reference to the earlier announcement dated February 05, 2007 and March 12, 2007, wherein the Company had informed that 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 and the Company also informed that Rain Commodities (USA) Inc. ("Rain USA") has amended the terms of theft 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, Rain Commodities Ltd has announced that the Company's Wholly owned subsidiaries namely Rain Commodities (USA) Inc ("Rain USA"), Rain Commodities (Canada) Inc.("Rain Canada") and Rain / GLC Holdings, LLC (collectively, ("Rain") have commenced legal proceedings against the Fund, Carbon Canada Inc. and GLC Carbon USA Inc("GLC"). On March 12, 2007, the Fund received a proposal (the "Oxbow Proposal") from Oxbow Carbon Minerals Holdings, Inc. ("Oxbow") to acquire all of the assets of the Fund at an effective price of C$13.50 per unit of the Fund in cash. The Board of Trustees of the Fund determined that the Oxbow Proposal constitutes a superior proposal under the Fund's existing agreement with Rain USA and Rain Canada (the "Rain Agreement"), and has given Rain Canada a right until March 20, 2007 to match the Oxbow Proposal. Rain is seeking judicial determination that the contemplated financing under the Oxbow Proposal cannot be completed because Oxbow is not able to commit certain subsidiaries of the Fund to provide the security required to complete Oxbow's financing. As a result, Rain believes that the Oxbow Proposal cannot constitute a superior proposal for the purposes of the Rain Agreement. Rain's position relates to the potential impact of Oxbow's proposed financing on Rain USA's 20.23% ownership interest in GLC, a subsidiary of the Fund. A hearing is scheduled on March 19, 2007 at the Superior Court of Justice in Toronto.

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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