GTO Resources Inc.
NEX BOARD : GTR.H

Polaris Geothermal Inc.
TSX : GEO

Polaris Geothermal Inc.
Western GeoPower Corp.
TSX VENTURE : WGP

Western GeoPower Corp.

September 23, 2009 16:05 ET

GTO Resources Inc., Polaris Geothermal Inc. and Western GeoPower Corp. Announce Mailing of Joint Information Circular

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 23, 2009) -

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), Polaris Geothermal Inc. ("Polaris") (TSX:GEO) and Western GeoPower Corp. ("Western") (TSX VENTURE:WGP) are pleased to announce that they have mailed to their respective securityholders their joint management information circular dated September 18, 2009 (the "Information Circular"), with respect to the plan of arrangement involving GTO, Polaris and Western under the Business Corporations Act (British Columbia) (the "Arrangement"). Meetings of the securityholders of each of GTO, Polaris and Western (collectively, the "Corporations") to approve the Arrangement are scheduled for October 15, 2009 (collectively, the "Meetings"). The Information Circular contains detailed information regarding the Arrangement and the acquisition by GTO of issued and outstanding securities of Ram Power, Inc. (the "Ram Acquisition"). For further details regarding the Arrangement and the Ram Acquisition, please refer to the Information Circular, a copy of which will be available under the corporate profiles of each of the Corporations on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

The Arrangement requires approval by the Supreme Court of British Columbia. On September 17, 2009, the Corporations obtained the interim order, which provides for the calling and holding of the Meetings and other procedural matters. The hearing in respect of the final order to approve the Arrangement (the "Final Order") is currently scheduled to take place on October 19, 2009 at 9:45 a.m. (Vancouver time). If the Final Order is obtained on October 19, 2009, and all other conditions to completion of the Arrangement are satisfied or waived, it is expected that the Arrangement and the Ram Acquisition will be completed on October 19, 2009.

In addition, GTO is pleased to announce that certain securityholders of Polaris and Western (the "Supporting Securityholders") have entered into support agreements (the "Support Agreements"). Pursuant to the Support Agreements, the Supporting Securityholders have agreed to vote in favour of the Arrangement. The Support Agreements represent 57.5% of the Polaris Class A voting common shares, 80.8% of the Polaris redeemable, convertible, voting preferred shares, 69.2% of the Polaris warrants subject to the Arrangement, 97.8% of Polaris debentures in the aggregate principal amount of $27,000,000, 45.0% of the Western common shares and 100% of the Western warrants subject to the Arrangement.

Further to their press release dated September 9, 2009, the Corporations wish to clarify that all other outstanding Polaris share purchase warrants and Western share purchase warrants not otherwise subject to the Arrangement will receive common shares of GTO (on a post-consolidated basis) in accordance with the adjustment provisions of such warrants upon the due exercise by the holders thereof, as more particularly described in the Information Circular.

About Ram

Ram is a renewable energy development company with several geothermal projects under development in California and Nevada. Ram's management team brings world class expertise and decades of experience in developing and financing geothermal energy projects.

About Polaris

Polaris is a Canadian company (amalgamated under the laws of Yukon), focused on the generation of renewable energy projects in Latin America and other parts of the world. Polaris has a 10 MW geothermal power plant operating at San Jacinto Tizate with further expansion of that project currently under development.

About Western

Western is a Canadian renewable energy company (incorporated under the laws of British Columbia) dedicated to the development of geothermal energy projects for the delivery of clean, sustainable, baseload electricity generation. Western is developing the Western GeoPower Unit 1 geothermal power plant at the Geysers Geothermal Field in Sonoma County, California and has geothermal projects in California and British Columbia.

All references to "$" or "dollars" in this press release are to Canadian dollars.

Cautionary Statements

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.

This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the Arrangement and the Ram Acquisition, including information regarding the anticipated date of the Meetings, the anticipated date for the Final Order and the anticipated closing date of the Arrangement and the Ram Acquisition. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by this information depending on, among other things, the risks that the parties will not proceed with the Arrangement and the Ram Acquisition, that the ultimate terms of the Arrangement and the Ram Acquisition will differ from those that currently are contemplated and that the Arrangement and the Ram Acquisition 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, Polaris and Western undertake 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, Polaris or Western or their respective 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 transaction which is the subject of this press release and none 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)
    or
    Ram Power, Inc.
    Daniel N. Schochet
    Executive Vice President
    (775) 398-3703
    or
    Polaris Geothermal Inc.
    Tony Mitchell
    Chairman
    (561) 373-2475
    or
    Western GeoPower Corp.
    Daryl Clark
    Chairman, President and Chief Executive Officer
    (954) 533-2996