Ram Power, Corp.
TSX : RPG

Ram Power, Corp.
Polaris Geothermal Inc.

Polaris Geothermal Inc.
Western GeoPower Corp.

Western GeoPower Corp.

October 20, 2009 09:19 ET

Ram Power, Corp. Completes Business Combination With Polaris Geothermal Inc. and Western GeoPower Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 20, 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

Ram Power, Corp. (TSX:RPG) (formerly GTO Resources Inc.) ("Ram"), Polaris Geothermal Inc. ("Polaris") and Western GeoPower Corp. ("Western") are pleased to announce that they have completed the previously announced arrangement involving Ram, Polaris and Western under the Business Corporations Act (British Columbia) (the "Arrangement"). Pursuant to the Arrangement, Ram acquired all of the issued and outstanding securities of Polaris and Western. Concurrent with the closing of the Arrangement, Ram completed the acquisition of issued and outstanding shares of Ram Power, Inc. ("Private Ram"), a private Delaware corporation (the "Ram Acquisition"). The Arrangement was approved at meetings of the securityholders of each of Ram, Polaris and Western held on October 15, 2009 and received the final approval of the Supreme Court of British Columbia on October 19, 2009. As a result of the Arrangement and the Ram Acquisition (collectively, the "Business Combination") each of Polaris, Western and Private Ram are now subsidiaries of Ram.

Concurrent with the completion of the Business Combination, the board of directors and management of Ram were reconstituted. The board of directors of Ram is currently comprised of Yeheskel (Hezy) Ram, A. Murray Sinclair, Daryl S. Clark, Christopher Thompson and Walter (Mike) Higgins. The current officers of Ram are Yeheskel (Hezy) Ram (President and Chief Executive Officer), Paul Zavesov (Vice President and Chief Financial Officer), Daniel N. Schochet (Executive Vice President), C. Thomas Ogryzlo (Senior Vice President, Latin American Operations), Stuart D. Johnson (Vice President, Geothermal Resources), Christall L. Morris (Vice President, Land and Permitting), Oded (Eddie) Sadan (Vice President, Business Development) and Eduard (Edi) Koren (Vice President, Sales and Marketing).

In addition, in connection with the completion of the Business Combination, the subscription receipts issued pursuant to the subscription receipt financing (the "Financing") completed by Ram on August 20, 2009, were automatically exercised today into 59,800,000 common shares of Ram. The gross proceeds of the Financing in the amount of $179,400,000, less the agents' fee and expenses of the Financing, were released from escrow to Ram. Ram will use the proceeds of the Financing to develop its key projects and for working capital and general corporate purposes.

The common shares of Ram will commence trading today on the Toronto Stock Exchange under the stock symbol "RPG".

For further details regarding the Business Combination, including information regarding the directors and management of Ram, please refer to the joint management information circular of Ram, Polaris and Western dated September 18, 2009, a copy of which is available under the corporate profiles of each of the corporations on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

About Ram

Ram is a renewable energy company based in Reno, Nevada and is engaged in the business of acquiring, exploring, developing and operating geothermal properties and has an interest in geothermal projects primarily in California, Nicaragua and Nevada. Ram's business strategy is to acquire, explore, develop and operate geothermal projects in the United States, Canada and internationally to enable it to profit from the growing demand for green energy around the world and to become a leading global renewable power project developer, owner and operator.

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 Ram, including information regarding the business of Ram and the use of proceeds from the Financing. 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 risk that Ram does not realize the anticipated benefits of the Business Combination. The statements in this press release are made as of the date of this release. Ram, 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 Ram, 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

  • Ram Power, Corp.
    Daniel N. Schochet
    Executive Vice President
    (775) 398-3703
    or
    Polaris Geothermal Inc.
    Tony Mitchell
    (561) 373-2475
    or
    Western GeoPower Corp.
    Daryl Clark
    (954) 533-2996