Universal Infrastructure Corp.
TSX VENTURE : UIC.P

Global Alternative Investments Inc.
TSX VENTURE : GLI.P

June 11, 2009 13:17 ET

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

TORONTO, ONTARIO--(Marketwire - June 11, 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 that they have entered into a binding letter of intent dated June 10, 2009 (the "Letter of Intent") with Ra Resources Ltd. ("Ra"), pursuant to which Global and Universal will acquire all of the issued and outstanding securities of Ra (the "Acquisition"). Ra is a company that was formed under the laws of Ontario, and is focused on exploring gold and base metal projects in the Shining Tree region of northeastern Ontario.

It is proposed, subject to legal and tax analysis, that the Acquisition will involve the following transactions: (1) Universal and Global will amalgamate under the laws of Alberta (the "CPC Combination") to form a combined entity (the "Resulting Issuer"); and (2) Ra will amalgamate under the laws of Ontario with a wholly-owned subsidiary of the Resulting Issuer to be established immediately following the completion of the CPC Combination (the "Amalgamation"). Upon completion of the Amalgamation, the entity resulting from the Amalgamation ("Amalco") will be a wholly-owned subsidiary of the Resulting Issuer. The Resulting Issuer will be known as "Ra Resources Ltd." The Acquisition will constitute a "Qualifying Transaction" for each of Universal and Global in accordance with the policies of the TSX Venture Exchange Inc. (the "Exchange").

About Universal and Global

Universal and Global are publicly-traded capital pool companies as defined by the Exchange. Following the Acquisition, the Resulting Issuer will, through Amalco, carry on the business of Ra, as described below.

About Ra Resources Ltd.

Ra Properties

Ra was founded for the purpose of acquiring gold and base metal projects in the Shining Tree region of northeastern Ontario. Ra has assembled a management and technical team which will remain with the Resulting Issuer. Ra currently has acquired through various option contracts a 100% interest in six mineral properties (comprised of two gold and four base metal properties) known as Churchill, Browning, MacMurchy, Nursey, Asquith and Amyot. These are known collectively as the "Ra Properties."

Ra's principal focus is the development of the Churchill Township gold prospect, located three kilometres north of Shining Tree village. The Churchill Township property package consists of six mineral claims, divided into 16 contiguous units, covering an area of 256 hectares. During the summer of 2007, Ra began an extensive program of surface work on the Churchill Township property including mapping, stripping, trenching and a three hole diamond drilling program totalling 901 metres. In 2008, an additional twelve hole diamond drilling program totalling 1,032 metres was completed. Work to date has indicated three gold-bearing zones, namely Main Zone, Hi-Grade Zone and 10E Zone.

A National Instrument 43-101 ("NI 43-101") Technical Report entitled "Technical Report on Churchill Township Property, Churchill Township, Shining Tree Area, Larder Lake Mining Division, Ontario for Ra dated May 25, 2009 is available under Ra's issuer profile on SEDAR at www.sedar.com. The technical report was prepared by Fred J. Sharpley P. Geo. (ON), a "qualified person" within the meaning of NI 43-101, who is independent to Ra and is independent to the CPCs. A 2009 drilling program to test the Main Zone laterally and at depth is planned for August. Ra's goal is to outline the resource in the near term. In addition, Ra intends to further develop its other properties of interest through programs of mapping, airborne surveys and diamond drilling later in 2009.

Financial Information

For the six-month financial period ending January 31, 2009, Ra's unaudited financial statements indicate that Ra had a working capital deficiency of $312,496. In addition, as at January 31, 2009, Ra had current assets of $17,435, other assets of $571,148, long-term liabilities of $nil and current liabilities of $329,931.

Corporate History and Structure

Ra was incorporated under the laws of Ontario on December 20, 2006. The registered head office of Ra is located at 174 Spadina Ave, Suite 304, Toronto, Ontario, M5T 2C2.

Ra has issued and outstanding 5,925,000 common shares (the "Ra Common Shares") and 200,000 options. Each such option entitles the holder to acquire one Ra Common Share at a price of $0.10 until October 6, 2010.

Further information concerning Ra can be found in its prospectus dated August 18, 2008 available under its issuer profile on SEDAR at www.sedar.com.

About the Proposed Qualifying Transaction

In order to facilitate the Acquisition, Universal and Global will complete the CPC Combination. The CPC Combination constitutes a "business combination" for the purposes of applicable securities laws and will be subject to shareholder approval, as described below. Pursuant to the terms of the CPC Combination, each common share of Universal (a "Universal Common Share") and each common share of Global (a "Global Common Share") will be exchanged for one Resulting Issuer Share at a deemed value of $0.20. Immediately following the completion of the CPC Combination, the Resulting Issuer will incorporate a wholly-owned subsidiary under the laws of Ontario for the sole purpose of completing the Amalgamation and thereby acquiring all of the issued and outstanding securities and assets of Ra. All of the outstanding Ra Common Shares will be exchanged for common shares of the Resulting Issuer ("Resulting Issuer Shares") at a ratio of 1.25 Resulting Issuer Shares for each Ra Common Share (the "Exchange Ratio"). All of the outstanding convertible securities of Ra will be exchanged for convertible securities of the Resulting Issuer to be issued on similar terms and conditions and exercisable to acquire the number of Resulting Issuer Shares equal to the number of Ra Common Shares subject to such convertible securities, adjusted in accordance with the Exchange Ratio. The Amalgamation will be subject to shareholder approval, as described below.

Concurrent with the completion of the Amalgamation, Ra intends to use its commercially reasonable best efforts to obtain subscriptions for (i) the issuance of a minimum of 2,000,000 and a maximum of 6,000,000 subscription receipts which will be convertible for Ra Common Shares (or securities convertible into Ra Common Shares) at a price of not less than $0.20 per subscription receipt for gross proceeds of $400,000 to $1,200,000, and (ii) the issuance of up to 2,000,000 subscription receipts to be issued on a "flow-through" basis under the Income Tax Act (Canada) which will be convertible for Ra Common Shares (or securities convertible into Ra Common Shares) at a price of not less than $0.20 per subscription receipt for gross proceeds of up to $400,000 (collectively, the "Ra Financing"). The subscription receipts issued under the Ra Financing will be automatically converted into securities of Ra in connection with the completion of the Acquisition. Ra may engage registered dealers to act as agents (the "Agents") of Ra in connection with the Ra Financing, and in connection therewith may pay a cash commission and/or other compensation to the Agents, subject to regulatory approval. The Resulting Issuer intends to use the net proceeds of the Ra Financing for exploration, property payments, and general corporate purposes.

The parties have agreed to the issuance of (i) 125,000 Resulting Issuer Shares with a deemed value of $0.20 per share, and a cash fee of $25,000 to Euroglobal Capital Partners Inc. and (ii) a cash fee of $4,000 to Taylor MacDonald, subject to regulatory approval and compliance with applicable law. These payments are proposed to be made as compensation for services rendered in connection with the proposed Qualifying Transaction.

Proposed Management and Directors after the Amalgamation

In connection with the completion of the Acquisition, the Board of Directors of the Resulting Issuer will be reconstituted to consist of five directors, which shall include two nominees of Ra, one nominee of Universal, one nominee of Global, and one independent director to be mutually agreed upon, subject to Exchange approval and other applicable laws. The officers of the Resulting Issuer following completion of the Acquisition are expected to include William Koble (Chief Executive Officer) and Jack Tindale (Vice President, Exploration), Suzanne Abate (Secretary) and John Dyer (Chief Financial Officer).

In addition to the directors of the Resulting Issuer, the following individuals and entities will constitute Insiders (as defined in the Exchange's Corporate Finance Manual) of the Resulting Issuer following the completion of the Acquisition:

William Koble, the proposed Chief Executive Officer of the Resulting Issuer, is a corporate development and capital finance professional with over 20 years' experience in sales, marketing, and management. He previously worked for the Canadian Miner newspaper and sat on the board for several exploration companies including Lakota Resources and International PBX Ventures. William currently plays an integral part in Ra's development and communication strategies.

Jack Tindale, the proposed VP of Exploration of the Resulting Issuer, is a Canadian exploration geologist and professional engineer with over 50 years' experience in Canada, the United States, Europe, Africa, and the Middle East. He is skilled in the development of exploration projects from grass roots through to feasibility, and production in base and precious metals, and in the oil and gas industry. Jack currently manages the Ra exploration program in northeastern Ontario.

Suzanne Abate, the proposed Secretary of the Resulting Issuer, brings over 15 years' experience in service, administrative and management roles to Ra. She is accomplished in many aspects of business development, including marketing and communications, and is the co-founder of Toronto-based corporate development consulting firm, Lighthouse Media & Communications Ltd.

John Dyer, the proposed Chief Financial Officer of the Resulting Issuer, is a Certified Management Accountant with over 20 years experience in finance, management and consulting roles. Mr. Dyer has extensive experience in aiding listed companies prepare and comply with their financial and other continuous disclosure obligations, as well as their internal control policies. Mr. Dyer has also assisted US-listed entities institute their Sarbanes Oxley compliance regimes. In addition to his financial expertise, John currently supports various aspects of Ra's administrative operations.

DCT Investment Corp. ("DCT"), an entity owned and controlled by John F. Driscoll, will beneficially own or control more than 10% of the outstanding voting rights of the Resulting Issuer. John F. Driscoll is the Chief Executive Officer, a Director and the Chairman of C.A. Bancorp Inc. and Sentry Select Capital Inc. Mr. Driscoll received his Bachelor of Science degree from the Boston College Business School and attended the New York Institute of Finance for advanced business studies. He has more than 35 years of diversified business experience. Mr. Driscoll is a member of the CFA Institute and also attained the professional manager designation with the Canadian Institute of Management. He has founded numerous public partnerships as well as public and private energy and investment companies.

C.A. Bancorp Inc. ("CAB") is a publicly traded Canadian merchant bank and alternative asset manager that provides investors with access to a range of private equity and other alternative asset class investment opportunities. CAB is focused on investments in small- and middle-capitalization public and private companies, with emphasis on the industrials, real estate, infrastructure and financial services sectors.

The securities which may be issued and/or issuable in connection with the Ra Financing have been excluded for the purposes of determining the anticipated Insiders of the Resulting Issuer immediately following the completion of the Acquisition.

Interested Parties in the Proposed Transactions

The Acquisition does not constitute a "Non-Arm's Length Qualifying Transaction" pursuant to Policy 2.4 of the Exchange's Corporate Finance Manual. However, the CPC Combination is considered a non-arm's length transaction and a "business combination" within the meaning of the rules of the Exchange and applicable securities laws, respectively, due to DCT and CAB being control persons of each of the CPCs.

As at the date hereof, CAB, with a head office in Toronto, owns 950,000 shares (approximately 27.1% equity interest) of each of Universal and Global. As at the date hereof, DCT with a head office in Toronto which is wholly owned by John F. Driscoll of Toronto, owns 950,000 shares (approximately 27.1% equity interest) of each of Universal and Global. Upon completion of the Acquisition, CAB and DCT will each own approximately a 13.2% equity interest in the Resulting Issuer.

The securities which may be issued and/or issuable in connection with the Ra Financing have been excluded for the purposes of determining each of CAB's and DCT's anticipated ownership interest in the Resulting Issuer following the completion of the Acquisition.

Multilateral Instrument 61-101 (the "Rule 61-101") provides that an issuer involved in a "business combination" must obtain a formal valuation (subject to certain exceptions), unless an exemption from this valuation requirement can be relied upon, and must obtain minority shareholder approval for the transaction, unless an exemption from this minority approval requirement can be relied upon. In respect of the CPC Combination, Universal and Global are relying upon the exemption set out in section 4.4(a) of Rule 61-101 in order to exempt the CPC Combination from the valuation requirements.

Shareholder Meetings

As the CPC Combination constitutes a "business combination" under applicable securities laws, a special meeting of shareholders of Universal and Global will be required to approve the CPC Combination. The Acquisition will be considered an arm's length transaction, however, shareholder approval will still be required to approve the Amalgamation under applicable corporate law.

Conditions of Completion

The completion of the Acquisition is also subject to a number of conditions precedent, including Exchange approval, approval by the shareholders of each of the CPCs and Ra, the completion of the Ra Financing, satisfactory due diligence reviews by Global, Universal and Ra, board of director approval, the entering into of formal agreements, the entering into of employment and non-competition agreements with certain senior officers of Ra, and certain other customary conditions for a transaction of this type.

Trading of the Universal Common Shares and the Global Common Shares have been halted and will not resume until the Exchange has reviewed the NI 43-101 report prepared regarding the Churchill Township Properties and until all other documents required by the Exchange have been filed. A further news release will be issued when the Exchange has received the necessary documentation and trading of such securities is to commence.

Sponsorship Exemption

A general policy of the Exchange requires that a sponsor be retained to prepare a report in compliance with Policy 2.2 of the Exchange's Corporate Finance Manual. Universal and Global will apply for an exemption from sponsorship requirements based on the extensive reporting issuer experience of the current board of directors of each of Universal and Global. However, there is no assurance that Universal and/or Global will obtain this exemption. Trading in the shares of Universal and Global will remain halted until receipt by the Exchange of satisfactory documentation.

As indicated above, 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, and the intended use of the net proceeds of the Ra Financing, the expected directors and other Insiders of the Resulting Issuer, the proposed structure of the Acquisition, the expected timing for the completion of the Acquisition and related matters and transactions, expectations respecting the Resulting Issuer's future business plans or goals and principal focus, including Ra's planned drilling program for 2009 and other exploration activities respecting the Ra Properties intended to be undertaken during 2009, and the CPCs' expectations with respect to the resumption of trading of its respective securities on the Exchange. 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 the 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 CPCs 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
    416.272.4860
    or
    Global Alternative Investments Inc.
    and Universal Infrastructure Corp.
    Paolo De Luca
    Chief Financial Officer
    416.214.5985