Universal Infrastructure Corp.

Global Alternative Investments Inc.

October 28, 2009 18:27 ET

Universal Infrastructure Corp. (TSX-V: UIC.P) and Global Alternative Investments Inc. (TSX-V:GLI.P) Announce Amendments to Financing and Timing for Qualifying Transaction With Ra Resources Ltd.

TORONTO, ONTARIO--(Marketwire - Oct. 28, 2009) -


Universal Infrastructure Corp. ("Universal") (TSX VENTURE:UIC.P) and Global Alternative Investments Inc. ("Global") (TSX VENTURE:GLI.P) (collectively, the "CPCs") announce that they have entered into an amended and restated letter of intent (the "LOI") with Ra Resources Ltd. ("Ra") with respect to the CPCs proposed acquisition of all of the issued and outstanding securities of Ra (the "Acquisition") as previously announced in the CPCs' joint press releases dated June 11, June 22, and July 31, 2009.

Amendments to Financing Terms

The parties, in consultation with their advisors, have agreed to amend the terms of the Ra Financing (as described in the June 11 and June 22, 2009 press releases). The new terms of the Ra Financing as agreed to in the LOI are as follows:

Concurrent with the completion of the Acquisition, Ra intends to use its commercially reasonable best efforts to raise aggregate gross proceeds of at least $1.2 million and up to a maximum of $2.5 million, in any combination of (a) up to 10,000,000 subscription receipts (each, a "Subscription Receipt") at a price of not less than $0.25 per Subscription Receipt each of which will be convertible into one unit of Ra and (b) up to 2,857,142 "flow through" Subscription Receipts (each a "Flow Through Subscription Receipt") at a price of not less than $0.28 per Flow-Through Subscription Receipt, each of which will be convertible into one "flow-through" unit of Ra; provided that the aggregate gross proceeds from the offering shall not exceed $2,500,000 and at least $800,000 of the gross proceeds raised shall be derived from the sale of Subscription Receipts.

Extension of Deadline

The LOI also extends the deadline for completing the Acquisition to December 4, 2009 and accordingly updates the deadlines for the completion of other events related to the Acquisition. Other terms of the Acquisition remain substantially unchanged.

Conditional Approval

The TSX Venture Exchange (the "Exchange") has conditionally approved the Acquisition. There can be no assurance that the required conditions will be met.

Deadline for Completion

The Exchange has extended the deadline for the CPCs to complete the Acquisition until December 4, 2009, subject to the satisfaction of certain conditions, including the cancellation of certain "Seed Shares" held by insiders in accordance with the policies of the Exchange.

CPC Advance to Ra

In connection with the Acquisition and in accordance with the policies of the Exchange each of the CPCs advanced $12,500 to Ra on October 20, 2009, which advances are repayable if the Acquisition is not completed.

Meeting Dates

The CPCs have each set their annual and special meetings for November 27, 2009 at which shareholders of record on October 29, 2009 will consider, among other matters, the amalgamation of the CPCs in furtherance of the Acquisition (the "CPC Combination"). Ra has set a meeting of its shareholders for November 30, 2009, to consider, among other matters, the Acquisition.

The CPCs currently intend to mail their joint information circular and related meeting materials on or about November 3, 2009.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance and majority of the minority shareholder approval of the CPC Combination. 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.

This press release contains forward-looking information which is not comprised of historical facts, including those identified by the expressions "anticipate," "will", "intend" and similar expressions. The forward-looking information reflects Global and Universal'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 CPCs' expectations respecting the completion and timing of the CPC Combination and the Acquisition, the ability of the CPCs to satisfy the conditions of the Exchange and the timing for certain events. 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 parties to the Acquisition's respective and/or collective ability to satisfy all applicable regulatory requirements, including the parties' ability to obtain the requisite approval of the CPC Combination and the Acquisition from their respective shareholders and from the Exchange, the results of any of the parties due diligence being unsatisfactory to such party, and those other risks set out in the respective public documents of each of the CPCs and Ra Resources Ltd. 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. Neither of the CPCs undertakes any obligation to update forward-looking information if circumstances of their respective management's expectations of options should change, except as required by applicable securities laws.

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.

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
    Universal Infrastructure Corp.
    Global Alternative Investments Inc.
    Paolo De Luca, Chief Financial Officer