Sierra Geothermal Power Corp.

Sierra Geothermal Power Corp.

January 19, 2010 09:00 ET

Sierra Geothermal Demands That the Dissident Set the Record Straight

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 19, 2010) - Sierra Geothermal Power Corp. (TSX VENTURE:SRA) has sent a letter to the dissident shareholder to demand a correction of errors, deficiencies and misrepresentations in the dissident's proxy circular and accompanying materials.

Sierra shareholders should not allow themselves to be manipulated by the dissident's materials and claims. Sierra urged shareholders to vote the GREEN Proxy in support of Sierra's board and management, as recommended last week by the independent proxy advisor RiskMetrics Group.

"The dissident's materials are rife with errors, deficiencies and misrepresentations," said Gary Thompson, Sierra's president and Chief Executive Officer. "We believe the dissident has an obligation to set the record straight, correct its circular and disseminate new materials to shareholders."

The problems with the dissident's circular

Sierra believes the dissident's circular and accompanying materials have significant errors, deficiencies and misrepresentations including the following:
 • The circular misrepresents Sierra's position regarding a takeover.
 • The circular misrepresents Sierra's financings.
 • The circular omits required disclosure about the background of three of the nominees put forward by the dissident for election to the board.
 • The dissident's proxy does not conform with securities regulations.

If the dissident does not correct these significant errors and deficiencies, Sierra believes it has legal remedies available and reserves the right to exercise them.

Misrepresenting Sierra's position on a takeover

The dissident's circular incorrectly states that Sierra "refused to consider" the discount price takeover proposal last July from Ram Power, Corp. In fact, Sierra did not refuse to consider the proposal. Rather, Sierra's board acted in the best interests of the company and all shareholders by questioning the discount valuation. Instead of explaining the valuation, Ram Power withdrew the proposal.

The dissident, which styles itself as a "concerned shareholder" makes this further comment: "The Management Information Circular incorrectly implies that the Concerned Shareholder wishes to buy Sierra at a discount." Sierra believes that the dissident is taking out of context a sub-heading from the Management Information Circular. In context, the Management Information Circular as a whole, and all other Sierra communications, clearly state that the dissident wishes to orchestrate a sale of Sierra.

The dissident's errors regarding Sierra's financings

The dissident fails to provide the proper context in describing Sierra's August 2009 financing. In its circular, the dissident claims the financing "was completed at a net price to Sierra of $0.179 per share, a DISCOUNT from the apparent $0.186 valuation implicit in the Ram Power, Corp. proposal." The dissident should have supplied the price per share of the financing, which was $0.20. Further, the dissident should have provided appropriate context, which is that the price per share of a financing would be expected to be less than the price to be paid for all shares of a company in a takeover or merger.

The dissident also misrepresents Sierra's 2009 financings as "an inappropriate and defensive response to a perceived threat of shareholder action." In fact, the financings were to fund the legitimate and necessary business expenses of Sierra and were required after the dissident's principal, or those associated with him, withdrew an offer of financing.

The dissident's omissions regarding nominees and proxy form

Sierra believes the dissident's circular omitted material facts regarding the background of three dissident nominees and the dissident's proxy form has numerous deficiencies. Sierra's letter to the dissident provides particulars with regard to these omissions and deficiencies.

Among the omissions, the dissident's circular failed to disclose that Skyberry Holdings Ltd. is a principal holder of Sierra's shares. More importantly, the dissident's circular failed to disclose the relationship between Skyberry and the dissident nominee Antony Mitchell.

Among the proxy deficiencies, the form does not provide a manner for shareholders to specify for whom among the nominees he/she would like to vote. This omission, which is important for those shareholders who might support some but not all of the dissident nominees, is contrary to BC securities regulations.

"We urge our shareholders to look beyond the dissident's rhetoric and question the real motive for initiating a proxy fight," said Mr. Thompson. "We believe the errors in the dissident's circular may help to conceal the ultimate plan of facilitating a sale of Sierra at a discount. To prevent this from happening Sierra shareholders must vote their GREEN proxies as soon as possible."

How to cast your vote

A special meeting of Sierra shareholders has been scheduled for January 26, 2010. The Management Circular and related proxy materials, including the GREEN proxy, have been mailed to persons who were shareholders of record as of the close of business on December 15, 2009. Investors and security holders may obtain a free copy of these documents on our website at, or the Canadian securities regulator's web site, or by mail.

You can request the materials by contacting Anthony Srdanovic, Sierra Geothermal Power Corp., Suite 500 – 666 Burrard Street, Vancouver, B.C., Canada, V6C 3P6, or by telephone: 604-642-6179, or by email or follow the web link

Sierra and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from Sierra shareholders in connection with the proposed acquisition. Information concerning the interests of Sierra's management who are participating in the solicitation is set forth in the Management Circular. 

If you have any questions or need assistance in completing your GREEN proxy, please call Laurel Hill Advisory Group at toll free 1-888-534-1149 or by email at and they will be happy to help.

About Sierra Geothermal Power Corp.

Sierra Geothermal Power Corp. is a renewable energy company focused on the exploration and development of clean, sustainable geothermal power. It is based in Vancouver, British Columbia and listed on the TSX Venture Exchange under the symbol SRA. Its portfolio of geothermal projects located in Nevada and California exceeds 365 square kilometres (90,000 acres) and has a combined total estimated capacity of greater than 500 MW. Sierra intends to finance development by utilizing a combination of corporate equity, joint venture partnerships and project debt, with the support of US government grants and loan guarantees. To find out more about Sierra Geothermal Power Corp. (TSX VENTURE:SRA) visit our website at

On behalf of the Board of Directors

Gary Thompson, P.Geo, President, Chief Executive Officer and Director


This news release may contain forward-looking statements. All statements, other than statements of historical fact, included or incorporated by reference in this news release are forward-looking statements, including, without limitation, statements regarding activities, events or developments that Sierra expects or anticipates may occur in the future. Forward-looking statements can be identified by the use of forward-looking words such as "may", "would", "could", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words or the negative thereof. Forward-looking statements in this news release include statements that Sierra's project portfolio has combined total estimated capacity of greater than 500 MW and that Sierra intends to finance development by utilizing a combination of corporate equity, joint venture partnerships and project debt, with the support of US government grants and loan guarantees.

There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include general economic and market conditions, changes in the law, actions of competitors, drill results and other changes in circumstance, and Sierra's ability to implement business strategies and pursue its business plan. In addition, all forward-looking statements involve risks and uncertainties, including the risks and uncertainties detailed in Sierra's filings with the applicable Canadian securities commissions, copies of which are available at We urge you to carefully consider these factors.

All of the forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and Sierra undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

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