Universal Infrastructure Corp.
TSX VENTURE : UIC.P

Global Alternative Investments Inc.
TSX VENTURE : GLI.P

June 22, 2009 14:27 ET

Universal Infrastructure Corp. (TSX-V: UIC.P) and Global Alternative Investments Inc. (TSX-V: GLI.P) Announce Updated Details of Qualifying Transaction and Financing of Ra Resources Ltd.

TORONTO, ONTARIO--(Marketwire - June 22, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Universal Infrastructure Corp. ("Universal")(TSX VENTURE:UIC.P) and Global Alternative Investments Inc. ("Global")(TSX VENTURE:GLI.P) (collectively, the "CPCs") announce an amendment to the letter of intent dated June 10, 2009 with Ra Resources Ltd. ("Ra"), pursuant to which Universal and Global will acquire all of the issued and outstanding securities of Ra (the "Acquisition"), as previously announced in the CPCs' joint press release dated June 11, 2009 (the "June 11 Press Release").

The parties, in consultation with their advisors, have agreed to change the terms of the Ra Financing (as described in the June 11 Press Release). The new terms of the Ra Financing as agreed to in a revised letter of intent between the CPCs and Ra dated June 22, 2009 are as follows:

Concurrent with the completion of the Acquisition, Ra intends to use its commercially reasonable best efforts to obtain subscriptions for (i) the issuance of a minimum of 1,600,000 and a maximum of 4,800,000 subscription receipts which will be convertible for units of Ra (the "Ra Units") at a price of not less than $0.25 per subscription receipt for gross proceeds of $400,000 to $1,200,000 and (ii) the issuance of up to 1,428,571 subscription receipts to be issued on a "flow-through" basis under the Income Tax Act (Canada) which will be convertible for units of Ra (the "Ra Flow-Through Units") at a price of not less than $0.28 per subscription receipt for gross proceeds of up to $400,000.

Each Ra Unit will be comprised of one Common Share of Ra and one-half of one Common Share purchase warrant of Ra, with each full Common Share purchase warrant entitling the holder to purchase one Common Share of Ra at a price of $0.35 for a period of twenty four months. Each Ra Flow-Through Unit will be comprised of one Common Share of Ra and one-half of one Common Share purchase warrant, with each full Common Share purchase warrant entitling the holder to purchase one Common Share of Ra at an exercise price of $0.38 for a period of twenty four months. The subscription receipts issued under the Ra Financing will be automatically converted into the underlying securities of Ra in connection with the completion of the Acquisition (as described in the June 11 Press Release), and the underlying securities of Ra issued thereunder will be subject to the same Exchange Ratio applicable to all other outstanding securities of Ra under the terms of the Acquisition (as described in the June 11 Press Release).

In conjunction with the proposed financing, Ra Resources Ltd. has engaged Euroglobal Capital Partners Inc. to act as the Agent.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. The Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circulars of Global, Universal and Ra to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Global and Universal should be considered highly speculative.

Information in this press release concerning Ra has been furnished to Global and Universal by Ra and is not known directly to Global and/or Universal.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release.

This press release contains forward-looking information which is not comprised of historical facts, including those identified by the expressions "expect," "believe," "intend," "will" and similar expressions. The forward-looking information reflects Global's, Universal's and Ra's current expectations regarding future results or events. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this press release includes, but is not limited to, the Ra Financing, the proposed structure and terms of the Ra Financing, including the intended use of the net proceeds of the Ra Financing. Factors that could cause actual results or events to differ materially from those described in such forward-looking information include, but are not limited to, the various parties' respective and/or collective ability to satisfy all applicable regulatory requirements, including the parties' ability to obtain the requisite approval of the Acquisition from their respective shareholders, the ability of Ra and/or its agents to raise funds in the current market environment, adverse general market conditions, adverse changes in commodity prices, particularly with respect to the prices of gold and base metals, and those other risks set out in the respective public documents of each of the CPCs and Ra which are filed on SEDAR. Although the CPCs believe that the assumptions and factors used in preparing the forward-looking information are reasonable, readers are cautioned not to place undue reliance on such forward-looking information, which only applies as of the date of this press release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Each of the CPS disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Ra Resources Ltd.
    Suzanne Abate
    Secretary of Ra
    416.272.4860
    or
    Global Alternative Investments Inc. and
    Universal Infrastructure Corp.
    Paolo De Luca, Chief Financial Officer
    416.214.5985