Universal Infrastructure Corp.
TSX VENTURE : UIC.P

Global Alternative Investments Inc.
TSX VENTURE : GLI.P

November 03, 2009 18:17 ET

Universal Infrastructure Corp. (TSX VENTURE:UIC.P) and Global Alternative Investments Inc. (TSX VENTURE:GLI.P) Announce Execution of Acquisition Agreement and Mailing of Information Circular

TORONTO, ONTARIO--(Marketwire - Nov. 3, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Universal Infrastructure Corp. (TSX VENTURE:UIC.P)("Universal") and Global Alternative Investments Inc. (TSX VENTURE:GLI.P)("Global") (collectively, the "CPCs") announce that they have entered into a definitive acquisition agreement (the "Acquisition Agreement") with 2221754 Ontario Limited (Universal's wholly-owned subsidiary) and 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. The Acquisition will constitute a "Qualifying Transaction" under the policies of the TSX Venture Exchange (the "Exchange") for each of Universal and Global. The resulting issuer following the completion of the Acquisition will (through its wholly-owned subsidiary) carry on the business currently carried on by Ra.

Acquisition Agreement

Pursuant to the Acquisition Agreement, the CPCs will amalgamate (the "Amalgamation") with each other pursuant to the provisions of the Business Corporations Act (Alberta) to form one entity (the "Combined CPC"). The Combined CPC will thereafter acquire Ra by way of a three-cornered amalgamation pursuant to which Ra will amalgamate with 2221754 Ontario Limited, with the resulting amalgamated corporation becoming a wholly-owned subsidiary of the Combined CPC which will carry on the current mineral exploration business of Ra. At the effective time of the Amalgamation, each common share of Global and Universal will be exchanged for one common share of the Combined CPC and each outstanding option of Global and Universal will entitle the holder thereof to purchase one common share of the Combined CPC in accordance with its original terms. At the effective time of the Acquisition, holders of common shares of Ra will receive 1.25 common shares of the Combined CPC in respect of each Ra common share so held (the "Exchange Ratio"). In addition, outstanding options and common share purchase warrants of Ra will be exchanged on a similar basis for securities of the Combined CPC and will be exercisable for common shares of the Combined CPC adjusted in number and exercise price on the basis of the Exchange Ratio. It is currently expected that the name of the Combined CPC will be "Ra Resources Ltd.". Pursuant to the terms of the Acquisition Agreement and based on the number of Ra common shares and convertible securities currently outstanding and assuming the completion of the Minimum Financing (as defined and described below, assuming that 4,800,000 Subscription Receipts (defined below) are issued in connection therewith), it is anticipated that:

(a) approximately 13,406,250 Combined CPC shares will be issued to the shareholders of Ra in exchange for 10,725,000 Ra common shares, being all of the Ra common shares which are expected to be issued and outstanding immediately prior to the Acquisition after giving effect to the Minimum Financing on the basis described above;

(b) 250,000 Combined CPC shares will be issuable to the holders of Ra options
upon exercise of 200,000 Ra options to purchase 200,000 Ra common shares, being all of the Ra options which are expected to be issued and outstanding immediately prior to the Acquisition; and

(c) approximately 3,000,000 Combined CPC shares will be issuable to holders of Ra warrants upon exercise of the 2,400,000 Ra warrants to purchase Ra common shares, being all of the Ra warrants which are expected to be issued and outstanding immediately prior to the Acquisition after giving effect to the Minimum Financing on the basis described above.

In connection with the completion of the Acquisition, the board of directors of the Combined CPC will reconstitute itself such that William Koble (the Chief Executive Officer of Ra) will be appointed as a director, in addition to the incumbent directors of the Combined CPC. In addition, and immediately following such appointment, each of John F. Driscoll and Bernie J. Bradley will resign as a director of the Combined CPC and Hans Rasmussen (a current director of Ra) and Ann Carpenter (who is considered independent of Ra) shall be appointed to the board of directors of the Combined CPC to fill such vacancies.

Subsequent to the completion of the Acquisition, certain Combined CPC common shares held by "Principals" (as defined in the Corporate Finance Manual of the Exchange) will be subject to escrow restrictions pursuant to Exchange Policy 5.4.

For additional details respecting the Acquisition Agreement, reference should be made to the text of the Acquisition Agreement, a complete copy of which is included in the CPCs joint information circular being mailed as described below and will be available on SEDAR (www.sedar.com) under the CPC's respective profiles on or about November 3, 2009.

Meeting Date

Universal and Global 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 in furtherance of the Acquisition. Meeting materials are being mailed and will be available on SEDAR (www.sedar.com) under the CPC's respective profiles on or about November 3, 2009.

Ra Financing

In order to satisfy the minimum listing requirements of the Exchange and to raise additional operating capital for the entity resulting from the Acquisition, Ra has engaged Euroglobal Capital Partners Inc. ("Euroglobal") as agent to use its best efforts to raise aggregate gross proceeds of at least $1.2 million (the "Minimum Financing") 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 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. Upon satisfaction of certain conditions: (a) each Subscription Receipt will be automatically converted and each holder thereof will receive one unit of Ra, each such unit to be comprised of one common share of Ra and one-half of one common share purchase warrant; and (b) each Flow-Through Subscription Receipt will be automatically converted and each holder thereof will receive one unit of Ra, each such unit to be comprised of one common share of Ra to be issued on a "flow-through" basis under the Income Tax Act (Canada) and one-half of one common share purchase warrant. It is a condition of the financing that at least $800,000 of the gross proceeds raised shall be derived from the sale of Subscription Receipts.

Under the terms of Euroglobal's engagement, the Ra financing must be completed on or before November 27, 2009.

Closing Date

The closing of the Acquisition is expected to occur on or about December 4, 2009 and is subject to a number of conditions, including, but not limited to, the completion of the Minimum Financing (as described above), shareholder and regulatory approvals and other conditions customary for a transaction of this nature.

Additional Information

Completion of the Acquisition is subject to a number of conditions, including but not limited to, completion of the Minimum Financing, Exchange acceptance and majority of the minority shareholder approval of the Amalgamation. 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.

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," "will" 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 Amalgamation and the Acquisition, the completion of the Ra financing on the terms set out herein or at all, the change in the Combined CPC's name to "Ra Resources Ltd.", the expected outstanding securities of the Combined CPC following the Acquisition, 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 Amalgamation and the Acquisition from their respective shareholders and from the Exchange, the inability to complete the Minimum Financing, 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. 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.

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

  • Suzanne Abate
    Secretary of Ra Resources Ltd.
    416.272.4860
    or
    Paolo De Luca
    Chief Financial Officer of Global and Universal
    416.214.5985