GTO Resources Inc.
NEX BOARD : GTR.H

Polaris Geothermal Inc.
TSX : GEO

Polaris Geothermal Inc.
Western GeoPower Corp.
TSX VENTURE : WGP
FRANKFURT : WE6

Western GeoPower Corp.

October 15, 2009 20:22 ET

Securityholders Approve Plan of Arrangement Between GTO Resources Inc., Polaris Geothermal Inc. and Western GeoPower Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 15, 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) (FRANKFURT:WE6) are pleased to announce that their respective securityholders have approved the previously announced plan of arrangement involving GTO, Polaris and Western under the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement received strong support from the securityholders of each of GTO, Polaris and Western. At GTO's meeting, the Arrangement was approved by approximately 99.9% of the shareholders of GTO. At Polaris' meeting, the Arrangement was approved by approximately 99.9% of the common shareholders, preferred shareholders and optionholders of Polaris, voting together as a single class; approximately 99.9% of the preferred shareholders, common shareholders, warrantholders and debentureholders, each voting as a separate class; and approximately 99.9% of the common shareholders, voting as a single class (after excluding votes held by "interested parties" in accordance with Multilateral Instrument 61-101). At Western's meeting, the Arrangement was approved by approximately 99.8% of Western shareholders and optionholders voting together as a single class, 99.8% of Western shareholders voting alone (99.8% after excluding votes held by "interested parties" in accordance with Multilateral Instrument 61-101) and 100% of Western's warrantholders eligible to vote.

Pursuant to the Arrangement, GTO will acquire all of the issued and outstanding securities of Polaris and Western and will change its name to "Ram Power, Corp." ("New GTO"). Concurrent with the closing of the Arrangement, GTO will acquire (the "Ram Acquisition") issued and outstanding shares of Ram Power, Inc. ("Ram"). Upon completion of the Arrangement and the Ram Acquisition, 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 primarily in California, Nicaragua and Nevada.

The Arrangement requires approval by the Supreme Court of British Columbia. 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 and the Ram Acquisition are satisfied or waived, it is expected that the Arrangement and the Ram Acquisition will be completed on October 20, 2009. In addition, it is expected that the common shares in the capital of New GTO will commence trading on the Toronto Stock Exchange (the "TSX") on October 20, 2009 under the stock symbol "RPG" and the shares of GTO, Western and Polaris will be delisted from NEX, the TSX Venture Exchange and the TSX, respectively.

For further details regarding the Arrangement and the Ram Acquisition, please refer to the joint management information circular of GTO, 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.

Additionally, effective October 9, 2009, holders of the $27,000,000 principal amount of outstanding Polaris debentures agreed to extend the maturity date of the debentures in order to facilitate the proposed Arrangement. Polaris has also issued a total of 675,000 Class A voting common shares pursuant to the exercise of rights previously issued in a private placement of units which was completed on April 11, 2008. Details of the private placement can be found in the Polaris' press release of April 14, 2008.

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 for the Final Order, the anticipated date for the closing of the Arrangement and the Ram Acquisition, the anticipated date the shares of New GTO are expected to commence trading on the TSX and the shares of GTO, Polaris and Western are to be delisted and statements with respect to the business expected to be carried on by New GTO. 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