GTO Resources Inc.
NEX BOARD : GTR.H

Western GeoPower Corp.
TSX VENTURE : WGP

Western GeoPower Corp.
Polaris Geothermal Inc.
TSX : GEO

Polaris Geothermal Inc.

August 20, 2009 09:31 ET

CORRECTION: GTO Resources Inc. Completes Equity Financing of $179.4 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 20, 2009) - GTO Resources Inc. (NEX BOARD:GTR.H) and Western GeoPower Corp. (TSX VENTURE:WGP) and Polaris Geothermal Inc. (TSX:GEO) -

In the release issued at 9:06 am ET on August 20, 2009, the incorrect ticker symbol was inserted. It should have read: GTO Resources Inc. (NEX BOARD:GTR.H). The correct and completed version follows:

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS

GTO Resources Inc. ("GTO") (NEX BOARD:GTR.H) is pleased to announce that it has successfully completed its previously announced equity financing (the "Financing") of subscription receipts ("Subscription Receipts") with a syndicate of agents led by Cormark Securities Inc. and including Raymond James Ltd., Ambrian Partners Limited, Canaccord Capital Corporation, Dundee Securities Corporation and Wellington West Capital Markets Inc. (collectively, the "Agents"). Pursuant to the Financing, an aggregate of 59,800,000 Subscription Receipts were issued (including 7,800,000 Subscription Receipts issued pursuant to the exercise in full by the Agents of an over-allotment option) at a price of $3.00 per Subscription Receipt for aggregate gross proceeds of $179,400,000.

The proceeds of the Financing, less the Agents' expenses, will be held in escrow pending the completion of the business combination involving GTO, Polaris Geothermal Inc., Western GeoPower Corp. and Ram Power, Inc. (the "Business Combination"), as disclosed in the press releases of GTO dated June 30, 2009 and July 15, 2009. Each Subscription Receipt purchased under the Financing will entitle the holder to receive, for no additional consideration, one common share in the combined entity following completion of the Business Combination.

The proceeds of the Financing will be used to develop key projects of the combined businesses upon completion of the Business Combination, debt repayment of the combined entity and for working capital and general corporate purposes.

The gross proceeds of the Financing will be returned to holders of the Subscription Receipts if the Business Combination has not been completed by November 3, 2009.

In connection with the Offering, the Agents received a 6% cash commission, which amount shall remain in escrow pending the completion of the Business Combination. Additionally, the Corporation issued an aggregate of 3,588,000 broker warrants (the "Broker Warrants") to the Agents, whereby each Broker Warrant entitles the holder thereof to purchase one common share of the Corporation at an exercise price of $3.00 per common share. The Broker Warrants are exercisable for a period of two years commencing upon the completion of certain conditions, including the completion of the Business Combination. In the event that the Business Combination has not been completed by November 3, 2009 the Broker Warrants shall terminate pursuant to their terms.

The Subscription Receipts and the Broker Warrants issued pursuant to the Financing are subject to a hold period under applicable securities laws expiring on December 21, 2009.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

All references to "$" or "dollars" are to Canadian dollars.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Business Combination, including statements regarding the terms and conditions of the Business Combination. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Business Combination, that the ultimate terms of the Business Combination will differ from those that currently are contemplated, and that the Business Combination will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. GTO undertakes no obligation to update forward looking information, other than as required by law, or comment on analyses, expectations or statements made by third-parties in respect of GTO or its financial or operating results or (as applicable), their securities.

Neither the TSX Venture Exchange, Inc., the Toronto Stock Exchange nor the Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction or the equity financing and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Contact Information

  • GTO Resources Inc.
    A. Murray Sinclair
    President and Director
    (604) 689-1428
    (604) 681-4692 (FAX)