SOURCE: Ram Power, Corp.

Ram Power, Corp.

July 08, 2010 09:00 ET

Ram Power and Sierra Geothermal Power Enter Into a Definitive Agreement

Ram Power to Acquire Sierra Geothermal

RENO, NV--(Marketwire - July 8, 2010) -  Ram Power, Corp. (TSX: RPG) ("Ram Power") and Sierra Geothermal Power Corp. (TSX-V: SRA) ("Sierra") are pleased to announce that, in accordance with the letter of intent previously announced on June 1, 2010, they have entered into a definitive arrangement agreement whereby Ram Power will acquire all the issued and outstanding common shares of Sierra.

Under the terms of the transaction, which is structured as a plan of arrangement pursuant to the Business Corporations Act (British Columbia), each common share of Sierra will be exchanged for 0.0833333 of a common share of Ram Power, and all options and warrants of Sierra will become exercisable for options and warrants of Ram Power on a basis equivalent to the exchange ratio. Upon closing of the transaction, Ram Power is expected to issue approximately 11.13 million common shares to the current shareholders of Sierra. The transaction is expected to close during the third quarter of 2010 and is subject to there being at least $2.9 million of working capital of Sierra at closing, receipt of TSX and TSXV approval, the approval of the common shareholders of Sierra at a shareholders meeting to be scheduled on or before August 31, 2010, and court approval.

Ram Power has also received voting agreements from Skyberry Holdings Ltd. and Exploration Capital Partners 2005 Limited Partnership in which each of those shareholders have agreed to vote their shares of Sierra in favour of the transaction at the upcoming special meeting of Sierra shareholders which will be called to approve the transaction. In the aggregate, those shareholders hold approximately 23.7 million common shares of Sierra representing approximately 17.8% of the issued and outstanding shares of Sierra.

Gary Thompson, Sierra's President, Chief Executive Officer and Executive Director, stated, "We are pleased to have formalized an arrangement agreement between Ram Power and Sierra. We believe that Sierra shareholders will benefit from this transaction by owning shares of a well capitalized company, a solid pipeline of properties, excellent growth potential and increased liquidity. We also see this deal as a positive for the geothermal sector in general. This deal has full support of the Sierra's Board of Directors, Special Committee and Management. The next business item for us is to provide shareholders with an information circular."

"Raymond James Ltd. has rendered a fairness opinion to the Board of Directors of Sierra dated July 6, 2010 that the consideration to be received by shareholders of Sierra pursuant to the transaction is fair, from a financial point of view, to such shareholders."

Hezy Ram, Ram Power's Chief Executive Officer, stated, "The arrangement agreement represents an important milestone in the growth of Ram Power as well as the consolidation of the geothermal power industry. From the beginning, Ram Power set out to be the market leader in geothermal power, and the Sierra acquisition is expected to contribute to the synergistic advantages we are seeking in our portfolio of properties."

The definitive agreement includes a commitment by Sierra not to solicit alternative transactions. Each company has agreed to pay a termination fee of $1.5 million to the other party under certain circumstances. In addition, Ram Power has the right to match any unsolicited competing offer which may be made. A full copy of the definitive agreement will be filed by each of Ram Power and Sierra with the Canadian securities regulatory authorities and will be available at www.sedar.com. In addition, a detailed description of the agreement will be included in the management information circular which will be mailed to Sierra shareholders later this month.

ABOUT RAM POWER, CORP.

Ram Power is a renewable energy company based in Reno, Nevada, engaged in the business of acquiring, exploring, developing, and operating geothermal properties and has interest in geothermal projects in the United States, Canada, and Latin America. 

ABOUT SIERRA GEOTHERMAL POWER CORP.

Sierra is a Vancouver-based geothermal energy company focused on the exploration and development of clean, sustainable power in Western North America. Sierra has 100% control over its 120,000 acre portfolio of geothermal properties in Nevada, California and British Columbia. Sierra's projects have a combined total estimated capacity of almost 400MW.

Cautionary Statements

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or plans and objectives for future operations. In some cases you can identify forward-looking statements by the use of terminology such as "may", "should", "anticipates", "believes", "expects", "intends", "forecasts", "plans", "future", "strategy", or words of similar meaning. Forward-looking statements in this press release include statements about the proposed transaction, the expected date of a shareholder meeting, the expectation of receiving the required approvals and the benefits the transaction might bring to Ram Power, Sierra and their respective shareholders. While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect the current judgment of management at both Ram Power and Sierra, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other forward-looking information suggested in this press release. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks that the companies are unable to negotiate a mutually acceptable agreement, the risk that they cannot obtain the consents that may be required in order to consummate the transaction, the risk of adverse changes to either company or the industry in which they operate, as well as the general business risks described in the periodic disclosure documents filed by Ram Power and Sierra on SEDAR, copies of which are available at www.sedar.com. Any of these risks could cause actual results or achievements to be materially different from those that are expressed or implied by the forward-looking statements contained in this press release. Except as required by applicable law, neither of Ram Power or Sierra intends to update any of the forward-looking statements to conform these statements to actual results.

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