Rain Commodities subsidiary Rain Commodities (USA) Inc (WOS) terminates Offer for Acquisition of GLC Carbon USA Inc

With reference to the earlier announcement dated February 05, 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 an effective cash price of C$ 11.60 per Fund unit ("Unit").

On March 12, 2007, the Company informed that Rain Commodities (USA) Inc. ("Rain USA") has amended the terms of their previously announced agreement under which a subsidiary of Rain USA agreed to acquire all of the assets of the Fund by increasing the effective cash price per unit ("Unit") to be paid from C$ 11.60 to C$ 13.25 per Unit.

On March 21, 2007, the Company informed that the Company's wholly owned subsidiaries Rain USA had further amended the terms of its agreement with the Fund under which Rain USA's wholly-owned subsidiary Rain Commodities (Canada) Inc. ("Rain Canada") agreed to acquire all of the assets of the Fund by increasing the effective cash price per Unit to be paid from C $13.25 to C $ 13.50 per Unit.

Further the Company has informed on March 20, 2007 that the Fund received a revised proposal (the "Oxbow Proposal") from Oxbow Carbon & Minerals Holdings, Inc. ("Oxbow") to acquire all of the assets of the Fund at an effective cash price of C$ 14.00 per Unit in cash. Rain USA will have time till March 27, 2007 to match the Oxbow proposal under the terms of its existing agreement with the Fund to acquire all of the assets of the Fund, following which time the Fund may enter into an agreement with Oxbow subject to certain terms and condition.

Considering that the latest Oxbow proposal of C$ 14.00 per Unit is 20% higher than the effective per Unit price of C$ 11.60 set forth in the agreement with the Fund notified on February 05, 2007, and keeping in the view of the impact on the Shareholder value, Rain Commodities Ltd has announced that the Company's wholly owned subsidiaries Rain USA and Rain Canada have opted not to exercise their right to match the Oxbow Proposal of C $ 14.00 per Unit in cash and have notified the Fund to that effect.

Further the Company has informed that Rain USA has the option to sell its indirect 20.22% stake in GLC Carbon USA Inc, acquired in March, 2006, as the Fund is required to ensure that Oxbow makes an offer to each stockholder of GLC Carbon USA Inc. to buy such equity interests, all in connection with the Oxbow Proposal.

Also Rain Canada shall be receiving a Termination Fee of C $ 17.00 million in cash from the Fund prior to the Fund entering into an agreement with Oxbow with respect to the Oxbow Proposal of C $ 14.00 per Unit, all as required under the terms of the agreement with the Fund notified on February 05, 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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