The Concerned Shareholder of Sierra Geothermal Power Corp.

January 21, 2010 13:33 ET

Sierra Geothermal Power Corp. Management Refuses to Appoint Independent Chair

Board Doesn't Deny Threat to Circumvent Democratic Process

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 21, 2010) - Sierra Geothermal Power Corp. ("Sierra" or the "Company") Concerned Shareholder today expressed its disappointment with Management's refusal to consider a number of basic conventional protocols in advance of the meeting. 

The Concerned Shareholder requested that, in the interests of fairness and transparency of process, Sierra agree to a number of protocols and procedures in advance of the Meeting, including assurance that the Board would not approve any material transactions prior to the Meeting and without shareholder approval, would not attempt to postpone or adjourn the Meeting, would not alter or waive the proxy delivery deadline, would grant the Concerned Shareholder access to the proxy records prior to the Meeting, would agree to conventional meeting procedure and protocols relating to governance of the Meeting, would agree to meet with legal counsel for the Concerned Shareholder and Meeting Scrutineers prior to the Meeting and, most significantly, would agree to the appointment of a mutually acceptable Independent Chairman to preside over the Meeting. In a letter to the Concerned Shareholder's legal counsel yesterday, Sierra Management's legal counsel rejected or declined to accede to any of these requests.

The Concerned Shareholder disputes that the appointed Meeting chairman, Mr. Alfred Sorensen, qualifies as independent in the context of the issues to be considered at the Meeting. Mr. Sorensen has at all relevant times been a member of the incumbent Board that considered the issues in play in July, 2009, he was a part of the Board that approved the Management Circular for the Meeting, and he is, by Sierra's own admission in its news releases, a participant in Management's solicitation of proxies for this Meeting. In the context of the issues before the Meeting, Mr. Sorensen is clearly not independent as he is a sitting Director and has allied himself with management in opposing the agenda put forward by the Concerned Shareholder. Under such circumstances, it is implausible to maintain that he could reasonably be expected to preside fairly and dispassionately over the Meeting.

"Management's refusal to cooperate on the Meeting procedures is consistent with their apparent disdain for good governance. This includes failing to seriously consider and disclose publically a prior bid for the Company, failing to consult shareholders before diluting their holdings in Sierra by in excess of 125% and threatening to circumvent the democratic process to retain power," said the Concerned Shareholder's spokesman, Rick Rule.

Mr. Rule continued, "At this point, it should be clear to all shareholders how desperate this group is to distract you from their track record. In a rambling press release this morning, Management even went so far as to suggest that one of Sierra's largest shareholders wouldn't want to maximize the value of its investment in the Company – a bizarre sentiment that would be laughable if it had come from anyone other than the group tasked with representing shareholder interests. Sierra's willingness to say anything to maintain the status quo is alarming."

The voting deadline is 5 p.m. today (Vancouver time) and any shareholder who hasn't yet voted their YELLOW proxy needs to do so immediately, to strengthen this demonstrably weak Board.

In the absence of an independent Chair of the Meeting, the Concerned Shareholder is gravely concerned that management will proceed with their stated plot to preclude the democratic voting process and instruct Mr. Sorensen to deprive certain shareholders of their voting rights by voiding the YELLOW proxies. 

Proxy Voting Deadline: Today at 5:00 p.m. (Vancouver Time)

With the proxy voting deadline fast approaching this week, shareholders are reminded to vote the YELLOW proxy form as soon as possible so that it can be received by no later than 5:00 p.m. (Vancouver Time) on Thursday, January 21, 2010. Detailed voting instructions are included in the Concerned Shareholder Proxy Circular that is being distributed to Sierra's shareholders.

Further information about voting the YELLOW proxy is available from Kingsdale Shareholder Services at 1-800-775-4067 or by visiting

About the Concerned Shareholder

The Concerned Shareholder is Exploration Capital Partners 2005 Limited Partnership ("Exploration"). Exploration and Rick Rule, President of Resource Capital Investments Corp., General Partner to Exploration, are among the largest and most experienced investors in the small to mid-cap geothermal space. The Concerned Shareholder holds 6,927,019 shares or approximately 5.40% of Sierra's issued and outstanding shares as of the Record Date.

Contact Information

  • Investors
    Kingsdale Shareholder Services Inc.
    Kingsdale Communications Inc.
    Joel Shaffer