Rain Calcining to acquire CII Carbon, LLC, USA

Rain Calcining Ltd has announced that that Rain/CII Holdings, Inc., a subsidiary of the Company, has entered into a definitive Securities Purchase Agreement, dated as of June 01, 2007, to acquire all of the outstanding equity of CII Carbon, L.L.C. ("CII") for a cash purchase price of US $595 million. Consummation of the transaction is subject to customary closing conditions, including receipt of U.S. antitrust and other required regulatory approvals. The Company anticipates the transaction will be consummated in June 2007.

Further the Company has informed that, Rain Commodities (USA) Inc. ("RCUSA"), a subsidiary of Rain Commodities Ltd ("RCOL"), expects to invest US $92 million in convertible non-voting preferred stock in Rain/CII Holdings, Inc. in connection with the financing of the aforesaid acquisition.

CII is the world's second largest producer of Calcined Petroleum Coke ("CPC"), a raw material used in the production of aluminum and titanium dioxide, producing approximately 1.84 million metric tons ("MT") of CPC annually. CII has production facilities in Illinois, Louisiana, Mississippi and West Virginia. The Company operates two kilns in the port city of Visakhapatnam, India, and is the largest CPC producer in Asia. The combined Companies will constitute the world's largest producer of CPC, with just over 2.4 million MT per annum of CPC production and annual sales of US $550 Million.

CII has a rich history which has shown strong growth and very accretive cogeneration integration. CII is expected to eventually assume the supply and marketing responsibilities of the Company, which historically have been outsourced. The acquisition will enable the Company to capture the many synergies and growth opportunities from this first of its kind global calcining Company.

The combination of the Company and CII will create a Company with assets strategically located worldwide to efficiently supply the aluminum and titanium dioxide industries. The main focus will be to reduce raw material and finished product distribution costs, while adding value through new cogeneration projects. The Company anticipates continuing with its organic growth strategy by adding two new kilns in India which will provide approximately 480,000 MT of additional capacity, with start-up currently expected during 2009.

The acquisition financing is being ranged by Citi and ICICI.

CII is the second largest calciner in the world, and is privately held. Long-term customer and supplier relationships and energy sales are the key strengths of CII. CII has a diversified customer base spread throughout the western world.