Sierra Geothermal Power Corp.

Sierra Geothermal Power Corp.

April 08, 2009 12:45 ET

SGP Amends Agreement to Acquire Remaining Shares of Cayley Geothermal Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 8, 2009) - Sierra Geothermal Power Corp. (TSX VENTURE:SRA) is pleased to announce that it has entered into an Amendment to the Securities Exchange Agreement dated April 6, 2009, which, subject to regulatory and shareholder approval, will accelerate its acquisition of Cayley Geothermal Corp. ("Cayley").

Under the original Share Exchange Agreement, dated November 6, 2006, Sierra Geothermal Power Corp. ("Sierra") was to acquire all of the Cayley shares owned by three Cayley shareholders in four stages over a three-year period. Three of these four stages have already been completed and Sierra currently owns 83.43% of the outstanding Cayley shares. In the fourth and final stage, Sierra is to exchange an aggregate of 3,220,548 of its common shares for an aggregate of 373,506 Cayley shares (representing the last 16.57% of the Cayley shares) owned by Gary R. Thompson and Joel A. Ronne. This final stage was originally scheduled to complete on November 21, 2009 but under the terms of the Amendment it will be rescheduled to the first business day following the date the Amendment is approved by Sierra's shareholders. Sierra plans to ask its shareholders to approve the Amendment at its annual general meeting on May 14, 2009.

The parties to the Amendment are all of the parties to the original Securities Exchange Agreement - Sierra, Cayley, Mr. Thompson, Mr. Ronne and 2075606 Ontario Inc. There is no additional consideration being paid by any of these parties for the Amendment, nor are there any additional fees or payments to third parties.

The Amendment is a related party transaction because both Mr. Thompson and Mr. Ronne are shareholders, directors and officers of both Sierra and Cayley. Therefore, although the share exchange transaction was already approved by the TSX Venture Exchange and the Sierra shareholders in 2006, the Amendment must be approved both by the TSX Venture Exchange and the Sierra shareholders, after excluding any votes cast by related parties.

"We are pleased to have this opportunity to accelerate this last stage of our transaction with Cayley. It allows us to clean up our share structure and provides clarity to shareholders and investors regarding ownership, which may make it easier to raise capital for the pursuit of our exploration and development programs," said Gary R. Thompson, President and CEO.

About Sierra Geothermal Power Corp.

Sierra is a Vancouver-based renewable energy company focused on the exploration and development of clean, sustainable geothermal power. Sierra's 17 projects comprise a total of approximately 90,000 acres of geothermal land assets in Nevada and California with an estimated combined output capacity of over 500 MW. Sierra intends to finance the development of its portfolio of projects through a combination of equity and/or joint ventures. To find out more about Sierra, please visit the website at

On behalf of the Board of Directors

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


This press release contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's 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 news release include statements about Sierra's belief that the completion of its acquisition of Cayley may make it easier to raise capital for the pursuit of its exploration and development programs, as well as its intent to finance the development of its portfolio of projects through a combination of equity and/or joint ventures. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks inherent in our industry, the poor capital markets and other risks identified by Sierra's periodic filings on SEDAR (which can be viewed at Any of these risks could cause Sierra's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect current judgment regarding the direction of Sierra's business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this press release. Except as required by applicable law, including the securities laws of Canada, Sierra does not intend to update any of the forward-looking statements to conform these statements to actual results.

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

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