Ram Power, Corp.

Ram Power, Corp.

November 18, 2013 18:21 ET

Ram Power Announces Rights Offering

RENO, NEVADA--(Marketwired - Nov. 18, 2013) -


Ram Power, Corp. (TSX:RPG) ("Ram Power" or the "Company") is pleased to announce today that it will be offering rights (the "Rights Offering") to holders of its common shares ("Common Shares") of record at the close of business on November 26, 2013 (the "Record Date"). Pursuant to the Rights Offering, each holder of Common Shares will receive one transferable right (a "Right") for each Common Share held. Every 4.5 Rights will entitle a holder to purchase one Common Share at a price of $0.08.

A Rights Offering circular (the "Circular"), together with rights certificate, will be mailed to registered holders of the Company's Common Shares as of the Record Date. To subscribe for Common Shares, a completed rights certificate, together with payment in full of the subscription price for each Common Shares subscribed for, must be received by the subscription agent for the Rights Offering, CST Trust Company (the "Subscription Agent") prior to the expiry of the rights at 5:00 p.m. (Toronto time) on December 23, 2013 (the "Expiry Date"). The Rights and the Common Shares issuable upon exercise of the Rights will be listed on the TSX. The Rights will be listed for trading on the TSX beginning on November 22, 2013.

The Rights Offering will include an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe pro rata for additional Common Shares, if available, that were not otherwise subscribed for in the Rights Offering. The subscription price is equal to approximately 85% of the volume weighted average trading price of the common shares on the TSX for the 5 day period ending on November 14, 2013. A maximum of 67,084,960 Common Shares will be issued pursuant to the Rights Offering, representing approximately 22.2% of the currently issued and outstanding Common Shares.

In connection with the Rights Offering, the Company has entered into a dealer manager agreement (the "Dealer Manager Agreement") with Dundee Securities Ltd. ("Dundee Securities") pursuant to which Dundee Securities has agreed to act as soliciting dealer for the purposes of soliciting the exercise of Rights.

In addition, Ram Power has entered into standby purchase agreements (each a, "Standby Agreement") with each of Dundee Securities, Newberry Holdings International Ltd. ("Newberry") and Exploration Capital Partners 2000 Limited Partnership ("Explo Cap"). Pursuant to the Standby Agreements, Dundee Securities, Newberry and Explo Cap have agreed, subject to certain conditions, to purchase from Ram Power such number of Common Shares that are available to be purchased, but not otherwise subscribed for under the Rights Offering, that will result in 100% of the Common Shares being issued under the Rights Offering. Affiliates of Sprott Inc., including Explo Cap, own or exercise control over more than 10% of the outstanding Common Shares of the Company.

The Circular in respect of this Rights Offering will be filed in all of the Provinces of Canada. Full details of the Rights Offering, including information regarding the distributions of the Rights and the procedures to be followed, are included in the Circular, which will be filed today on SEDAR at www.sedar.com and will be mailed to eligible shareholders shortly after the Record Date.

The Rights Offering will raise gross proceeds of approximately $5.3 million. The net proceeds from the Rights Offering will be used by Ram Power to fulfill upcoming interest payment obligations to the holders of Ram Power's outstanding debentures in the aggregate amount of approximately $2,180,000 due December 31, 2013 and for general corporate and working capital purposes.

New Director Appointment

Ram Power is also pleased to announce the appointment of Fraser Buchan to the Board of Directors of the Company.

Mr. Buchan serves as the Chief Executive Officer and President at Angus Mining (Namibia) Inc. Mr. Buchan is the Vice President, Corporate Development and a director of Castle Mountain Mining Company, a TSX-V listed gold exploration company. Mr. Buchan was the Vice President Corporate Development at Elgin Mining Inc., a public mining company from February 2009 to June 2012. Prior to that, he was in Institutional Sales with GMP Europe LLP, an investment dealer from October 2007 to February 2009 and with GMP Securities LLP, an investment dealer from May 2006 to October 2007. Mr. Buchan earned a BA in Economics from McGill University in 2006.

Commenting on the appointment, Executive Chairman Anthony Mitchell said: "Mr. Buchan's appointment brings a great deal of capital markets experience to the Board. He has been directly involved in multiple corporate successes which have required strong strategic leadership and resulting in significant value creation".

Exploration of Strategic Alternatives

Ram Power is also pleased to announce that the Company's Board of Directors has formed a Mergers and Acquisitions Committee to explore and evaluate a broad range of strategic alternatives for the Company to enhance shareholder value. Options that may be considered include, without limitation, ways of maximizing operational efficiencies, examining potential strategic transactions and opportunities to raise capital.

The Mergers and Acquisitions Committee of the Board is comprised of Daryl Clark, Erik Friedman, Fraser Buchan and will be chaired by Murray Sinclair.

Dundee Securities is serving as financial advisor to the Company.

There can be no assurance that this strategic review process will result in the completion of any transaction or other alternative. The Company has not set a timetable for completion of the review process, and it does not intend to comment further regarding the review process unless a specific transaction or other alternative is approved by the Board of Directors, the review process is concluded or it is otherwise determined that further disclosure is appropriate or required by law.

No U.S. Registration

The securities offered will not be or have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S of the Securities Act) or person in the United States, unless an exemption from such registration requirements is available. Certain shareholders in the United States will be permitted to participate in the rights offering upon satisfying the Company that such participation is lawful and in compliance with all applicable securities and other laws of the United States. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

About Ram Power, Corp.

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

Forward-Looking Statements

Certain statements contained in this news release that are not current or historic factual statements constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release includes statements with respect to Ram Power's intention to complete the Rights Offering and the timing and procedures related thereto, the listing of the rights on the TSX, the timing thereof, the anticipated participation of each of Dundee Securities, Newberry and Explo Cap pursuant to their respective Standby Agreements, the use of proceeds from the Rights Offering, the timing and outcome of the exploration of strategic alternatives by the Mergers and Acquisitions Committee established by the Board of Directors of the Company, the enhancement of shareholder value, the maximization of operational efficiencies by the Company, whether or not a strategic transaction will be completed and any use of proceeds flowing from a completed strategic transaction. Furthermore, the phrases "expect", "subject to", "estimate", "may", "will", "would", "estimate", "to explore and evaluate", "to enhance shareholder value", "may be considered", "is approved", "is concluded", "is appropriate or required" and similar terms and phrases are intended to identify certain forward-looking statements. These statements are not guarantees of future events and involve assumptions and risks and uncertainties that are difficult to predict. Material assumptions and factors that could cause actual results to differ materially from such forward-looking statements include, without limitation, management's ability to raise the anticipated gross proceeds from the Rights Offering, the failure to obtain final approval for the Rights Offering from the TSX and the securities commissions and the failure to meet the conditions precedent to the participation of Dundee Securities, Newberry and Explo Cap pursuant to their respective Standby Agreements.

Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and Ram Power does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change except as required by applicable securities laws. All of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Ram Power.

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