Rain Commodities To Acquire The Business Of Great Lakes Carbon Income Fund

Toronto, New York and Hyderabad, India. February 6, 2007 — Great Lakes Carbon Income Fund (the “Fund”) (TSX: GLC.UN) and Rain Commodities (USA) Inc. (“Rain”), announced that they have entered into a definitive agreement (the “Agreement”) to acquire all of the assets of the Fund. Under the Agreement, Rain, through a wholly-owned subsidiary, has agreed to acquire the Fund’s wholly-owned Canadian subsidiary, Carbon Canada Inc., which holds a 73.56% interest in GLC Carbon USA Inc. (“GLC”) and all of the outstanding 16% unsecured subordinated notes issued to the Fund by Huron Carbon ULC.  Rain currently holds a 20.23% ownership interest in GLC. The balance of the 6.21% nonpublic equity interest in GLC is owned by certain members of GLC management and a third party holder.

The aggregate purchase price for the Fund is approximately C$437 million in cash. The proceeds of the sale equate to C$11.60 per outstanding unit of the Fund (“Unit”), which is expected to be distributed to Unitholders following completion of the transaction. On a fully-diluted basis, including Rain’s interest in GLC and the assumption of GLC’s third party debt, the enterprise value of the transaction is approximately C$767 million. The proposed transaction, which is subject to approval by 66 2/3rd of the votes represented at a Unitholders meeting, regulatory approvals and other customary closing conditions, is expected to close at the end of the first quarter of 2007. A termination fee of $14.5 million is payable to Rain by the Fund under certain circumstances. The Fund has set February 19, 2007 as the record date for a special meeting of Unitholders to approve the terms of the proposed transaction and the wind up of the Fund. The special meeting of Unitholders is expected to be held by the end of March, 2007.  The Fund’s financial advisor, BMO Capital Markets, has provided an opinion to the Board of Trustees of the Fund (the “Board of Trustees”) that the consideration to be received by the Unitholders under the Agreement is fair from a financial point of view to the Unitholders. The Board of Trustees has unanimously determined that the Agreement and the proposed transaction are fair to and in the best interests of the Fund’s Unitholders. Accordingly, the Board of Trustees has unanimously recommended that the Unitholders vote in favour of the special resolution to approve the proposed sale and the winding-up of the Fund. The sale of the Fund’s assets is the outcome of a review by the Board of Trustees of alternatives for maximizing unitholder value. The Fund’s business is located entirely outside of Canada. 

The proposed transaction also constitutes a related party transaction for the purposes of applicable securities laws. The Fund and Rain have applied, or will apply, for a discretionary exemption from the applicable securities regulatory authorities from the requirement to prepare a formal valuation. After submission of the requisite notices and applications, it is intended that the Units will be de-listed from the Toronto Stock Exchange as soon as practicable following the closing of the proposed transaction. Following the redemption of the Units, the Fund will cease to be a reporting issuer and will be wound up.

Adam S. Karasik (Corporate Associate), Ernest S. Wechsler (Corporate Partner), Kenneth Chin (Banking & Finance Partner), Abbe L. Dienstag (Corporate Partner), Barry Herzog (Tax Partner), Avram Cahn (Employee Benefits Associate), Carol Archer (Corporate Associate) and Brooke Pollak (Corporate Associate) of Kramer Levin Naftalis & Frankel LLP are acting as legal counsel to Rain Commodities Limited.  Stikeman Elliott LLP is acting as Canadian legal counsel to Rain Commodities Limited.  BMO Capital Markets is acting as financial advisor to the Fund. Torys LLP is acting as legal counsel to the Fund and Osler, Hoskin & Harcourt is acting as legal counsel to the Board of Trustees. Citigroup Corporate and Investment Banking is acting as financial advisor to Rain Commodities Limited.