GTO Resources Inc.
NEX BOARD : GTR.H

June 30, 2009 17:30 ET

GTO Resources Inc. Announces Letter of Intent to Acquire Ram Power, Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 30, 2009) -

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GTO Resources Inc. (NEX:GTR.H) ("GTO" or the "Corporation") is pleased to announce that it has entered into a letter of intent with geothermal power developer Ram Power, Inc. ("Ram") dated June 30, 2009 (the "Letter of Intent"). The Corporation has agreed to acquire all of the issued and outstanding securities of Ram (the "Proposed Acquisition"), such that Ram will become a wholly-owned subsidiary of the Corporation upon completion of the Proposed Acquisition. The Letter of Intent contemplates that the Proposed Acquisition is one of the steps in a strategic plan to target and attract other industry players in the geothermal power sector (each a "Business Combination").

Ram is a private corporation incorporated under the laws of the State of Delaware with a head office in Reno, Nevada, engaged primarily in the development of geothermal projects in the United States. The Proposed Acquisition was negotiated at arm's length.

The Proposed Acquisition

It is intended that GTO will acquire the securities of Ram from each of the securityholders pursuant to a share purchase agreement. The conditions to the Proposed Acquisition also include among others, the prior or concurrent closing of (i) a Business Combination satisfactory to both parties; and (ii) the Financing (as defined below).

Prior to or concurrent with the Proposed Acquisition a financing of such dollar amount satisfactory to both Ram and GTO and commensurate with the magnitude of a Business Combination (the "Financing") will be completed as a condition to closing the Proposed Acquisition. The use of proceeds of the Financing will be utilized to develop key projects of a Business Combination. The terms and conditions of the Financing will be negotiated by the parties.

Upon closing of the Proposed Acquisition and a Business Combination, the board of directors of GTO shall appoint a new management team that will include the current management of Ram and GTO will change its name to "Ram Power Corporation".

In connection with the Letter of Intent, GTO is pleased to announce that it has retained the services of Cormark Securities Inc. to act as financial advisor to GTO in connection with the Proposed Acquisition and Business Combination(s) and as lead agent in connection with the Financing.

Summary Information Relating to Ram

The following information relating to Ram has been provided to the Corporation by Ram.

Ram is a renewable energy development company with the primary mission of developing geothermal power projects in North America. Ram's management team brings world class expertise and decades of experience in developing and financing renewable energy projects.

Description of Significant Conditions to Closing

Completion of the Proposed Acquisition is subject to the satisfaction of a number of conditions, including, but not limited to, acceptance of the TSX Venture Exchange. Other necessary conditions to the closing of the Proposed Acquisition, include obtaining all other necessary director, shareholder, regulatory and third-party approvals and authorizations, the completion of a definitive agreement setting forth the terms and conditions set out in the Letter of Intent and the completion of due diligence. There can be no assurance that the Proposed Acquisition will be completed as proposed or at all.

If and when a definitive agreement between Ram and GTO is reached, GTO will issue a subsequent press release containing the details of the Proposed Acquisition.

The Common Shares are currently halted from trading and will remain halted until further notice.

New Board Member

The Corporation is also pleased to announce that Stewart Robertson of Vancouver, British Columbia has agreed to join the board of directors. Mr. Robertson is the president of the Crerar Group of Companies, which are a group of private companies primarily involved in the acquisition and development of commercial real estate in Canada and the United States. Mr. Robertson has held board positions with various Canadian public companies and currently sits in an advisory capacity of a Canadian mortgage trust. He has also advised client partners on the acquisition of numerous distressed mortgage portfolios and structured finance products.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Acquisition and associated transactions, including statements regarding the terms and conditions of the Proposed Acquisition and associated transactions. 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 Proposed Acquisition and associated transactions, that the ultimate terms of the Proposed Acquisition and associated transactions will differ from those that currently are contemplated, and that the Proposed Acquisition and associated transactions 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. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Ram or their respective financial or operating results or (as applicable), their securities.

Neither the TSX Venture Exchange, Inc. nor its 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 Proposed Acquisition and associated transactions 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
    Director
    (604) 689-1428
    (604) 681-4692 (FAX)
    or
    Ram Power, Inc.
    Daniel N. Schochet
    Executive Vice President
    (775) 398-3700