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 09, 2009 09:15 ET

GTO Resources Inc., Polaris Geothermal Inc., Western Geopower Corp. and Ram Power, Inc. Announce Entering into of Arrangement Agreement and Share Purchase Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 9, 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), Western GeoPower Corp. ("Western") (TSX VENTURE:WGP) and Ram Power, Inc. ("Ram"), are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreement"), whereby GTO has agreed to acquire all of the issued and outstanding securities of Polaris and Western by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"), as previously announced on July 15, 2009. In addition, GTO and Ram are pleased to announce that they have entered into a share purchase agreement (the "Share Purchase Agreement") pursuant to which GTO will acquire all of the issued and outstanding securities of Ram (the "Ram Acquisition"), as previously announced on June 30, 2009.

Upon completion of the Arrangement and the Ram Acquisition (collectively, the "Business Combination"), each of Polaris, Western and Ram will be subsidiaries of GTO. In connection with the Business Combination, it is intended that GTO will change its name to "Ram Power Corp." ("New GTO"). If the Business Combination is completed as contemplated, New GTO will be engaged in the business of acquiring, exploring, developing and operating geothermal properties through its subsidiaries and will have an interest in geothermal projects in British Columbia, California, Nevada and Nicaragua.

Pursuant to the Arrangement, the issued and outstanding common shares of GTO (the "GTO Pre-Consolidation Shares") shall be consolidated on a 10:1 ratio so that for every ten (10) GTO Pre-Consolidation Shares held, the holder thereof shall receive one (1) GTO common share on a consolidated basis ("GTO Share"). Under the terms of the Arrangement Agreement, GTO will acquire the securities of Polaris and Western on the following basis:

(i) holders of outstanding Class A voting common shares of Polaris ("Polaris Shares") shall receive 0.2467 GTO Shares for each Polaris Share held (the "Polaris Exchange Ratio");

(ii) holders of outstanding redeemable, convertible preferred shares of Polaris ("Polaris Preferred Shares") shall receive 0.2467 GTO Shares for each Polaris Preferred Share held;

(iii) holders of outstanding common shares of Western ("Western Shares") shall receive 0.0622 GTO Shares for each Western Share held (the "Western Exchange Ratio");

(iv) outstanding warrants to purchase Polaris Shares shall be exchanged for GTO Shares on the following basis: (i) each Tranche 1 warrant (expiry date March 23, 2011) shall be exchanged for 0.0751 of a GTO Share; (ii) each Tranche 2 warrant (expiry date April 24, 2011) shall be exchanged for 0.0758 of a GTO Share; and (iii) each Tranche 3 warrant (expiry date May 1, 2011) shall be exchanged for 0.0760 of a GTO Share;

(v) all outstanding options to purchase Polaris Shares shall be exchanged for options to purchase GTO Shares ("GTO Options") in accordance with the Polaris Exchange Ratio;

(vi) outstanding warrants to purchase Western Shares shall be exchanged for GTO Shares on the following basis: (i) each Tranche 1 warrant (expiry date November 24, 2010) shall be exchanged for 0.0113 of a GTO Share; and (ii) each Tranche 2 warrant (expiry date January 29, 2011) shall be exchanged for 0.0175 of a GTO Share;

(vii) all outstanding options to purchase Western Shares shall be exchanged for GTO Options in accordance with the Western Exchange Ratio; and

(viii) debentures of Polaris in the aggregate principal amount of $27 million shall be exchanged for GTO Shares at a price of $3.00 per GTO Share.

All other outstanding Polaris share purchase warrants and Western share purchase warrants not otherwise subject to the Arrangement will be exchanged for warrants to purchase GTO Shares based on the respective exchange ratios provided for the Polaris Shares and the Western Shares.

Meetings of the securityholders of each of GTO, Polaris and Western to approve the Arrangement are currently scheduled for October 15, 2009 (collectively, the "Meetings"). In connection with the Meetings, a joint management information circular of GTO, Polaris and Western (the "Joint Circular") which contains detailed information regarding the Arrangement and the Ram Acquisition, will be mailed to the securityholders prior to the Meetings. The record date for the determination of the securityholders entitled to receive notice of and to vote at the Meetings is September 15, 2009.

Pursuant to the Share Purchase Agreement, each holder of common shares of Ram ("Ram Shares") will receive 0.900154 GTO Shares for each Ram Share held and each holder of preferred shares of Ram ("Ram Preferred Shares") will receive 0.9002 GTO Shares for each Ram Preferred Share held.

In connection with the Business Combination, GTO completed an equity financing (the "Financing") of subscription receipts ("Subscription Receipts"), as previously announced on August 20, 2009. Pursuant to the Financing, an aggregate of 59,800,000 Subscription Receipts were issued at a price of $3.00 per Subscription Receipt for aggregate gross proceeds of $179,400,000. The proceeds of the Financing, less the expenses of the agents, are being held in escrow pending the completion of the Business Combination. Each Subscription Receipt purchased under the Financing entitles the holder to receive, for no additional consideration, one GTO Share following completion of the Business Combination. The proceeds of the Financing are intended to be used to develop key projects of the combined businesses upon completion of the Business Combination, debt repayment of New GTO and for working capital and general corporate purposes.

Upon completion of the Business Combination, it is anticipated that the current shareholders of GTO will hold approximately 1% of the issued and outstanding GTO Shares of New GTO, the former securityholders of Polaris will hold approximately 36% of the issued and outstanding GTO Shares of New GTO, the former securityholders of Western will hold approximately 13% of the issued and outstanding GTO Shares of New GTO and the former shareholders of Ram will hold approximately 7% of the issued and outstanding GTO Shares of New GTO.

The Business Combination is subject to securityholder, court and regulatory approval, including the approval of applicable stock exchanges in Canada. Closing of the Business Combination is subject to a number of conditions and approvals which include, but are not limited to: approval of securityholders of GTO, Polaris and Western at the Meetings; approval of the Arrangement by the Supreme Court of British Columbia; and the approval of all relevant regulatory authorities and third parties. There can be no assurance that the Business Combination will be completed as proposed or at all. The Arrangement Agreement and the Share Purchase Agreement provide for termination rights, including in the event the Business Combination is not completed by November 4, 2009.

The common shares of GTO are currently halted from trading and will remain halted until further notice.

Investors are cautioned that except as disclosed in the Joint Circular, any information released or received in connection with the Business Combination may not be accurate or complete and should not be relied upon.

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 statements" within the meaning of applicable securities laws relating to the Business Combination and Financing, including statements regarding the terms and conditions of the Business Combination and the use of proceeds of the Financing. 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, Polaris, Western and Ram 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, Western or Ram 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 the Business Combination 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)
    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