Securityholders Approve Plan of Arrangement Between GTO Resources Inc., Polaris Geothermal Inc. and Western GeoPower Corp.
October 15 2009 - 8:23PM
Marketwired Canada
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UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS
GTO Resources Inc. ("GTO") (NEX BOARD:GTR.H), Polaris Geothermal Inc.
("Polaris") (TSX:GEO) and Western GeoPower Corp. ("Western") (TSX VENTURE:WGP)
(FRANKFURT:WE6) are pleased to announce that their respective securityholders
have approved the previously announced plan of arrangement involving GTO,
Polaris and Western under the Business Corporations Act (British Columbia) (the
"Arrangement"). The Arrangement received strong support from the securityholders
of each of GTO, Polaris and Western. At GTO's meeting, the Arrangement was
approved by approximately 99.9% of the shareholders of GTO. At Polaris' meeting,
the Arrangement was approved by approximately 99.9% of the common shareholders,
preferred shareholders and optionholders of Polaris, voting together as a single
class; approximately 99.9% of the preferred shareholders, common shareholders,
warrantholders and debentureholders, each voting as a separate class; and
approximately 99.9% of the common shareholders, voting as a single class (after
excluding votes held by "interested parties" in accordance with Multilateral
Instrument 61-101). At Western's meeting, the Arrangement was approved by
approximately 99.8% of Western shareholders and optionholders voting together as
a single class, 99.8% of Western shareholders voting alone (99.8% after
excluding votes held by "interested parties" in accordance with Multilateral
Instrument 61-101) and 100% of Western's warrantholders eligible to vote.
Pursuant to the Arrangement, GTO will acquire all of the issued and outstanding
securities of Polaris and Western and will change its name to "Ram Power, Corp."
("New GTO"). Concurrent with the closing of the Arrangement, GTO will acquire
(the "Ram Acquisition") issued and outstanding shares of Ram Power, Inc.
("Ram"). Upon completion of the Arrangement and the Ram Acquisition, New GTO
will be engaged in the business of acquiring, exploring, developing and
operating geothermal properties through its subsidiaries and will have an
interest in geothermal projects primarily in California, Nicaragua and Nevada.
The Arrangement requires approval by the Supreme Court of British Columbia. The
hearing in respect of the final order to approve the Arrangement (the "Final
Order") is currently scheduled to take place on October 19, 2009 at 9:45 a.m.
(Vancouver time). If the Final Order is obtained on October 19, 2009, and all
other conditions to completion of the Arrangement and the Ram Acquisition are
satisfied or waived, it is expected that the Arrangement and the Ram Acquisition
will be completed on October 20, 2009. In addition, it is expected that the
common shares in the capital of New GTO will commence trading on the Toronto
Stock Exchange (the "TSX") on October 20, 2009 under the stock symbol "RPG" and
the shares of GTO, Western and Polaris will be delisted from NEX, the TSX
Venture Exchange and the TSX, respectively.
For further details regarding the Arrangement and the Ram Acquisition, please
refer to the joint management information circular of GTO, Polaris and Western
dated September 18, 2009, a copy of which is available under the corporate
profiles of each of the corporations on the System for Electronic Document
Analysis and Retrieval at www.sedar.com.
Additionally, effective October 9, 2009, holders of the $27,000,000 principal
amount of outstanding Polaris debentures agreed to extend the maturity date of
the debentures in order to facilitate the proposed Arrangement. Polaris has also
issued a total of 675,000 Class A voting common shares pursuant to the exercise
of rights previously issued in a private placement of units which was completed
on April 11, 2008. Details of the private placement can be found in the Polaris'
press release of April 14, 2008.
About Ram
Ram is a renewable energy development company with several geothermal projects
under development in California and Nevada. Ram's management team brings world
class expertise and decades of experience in developing and financing geothermal
energy projects.
About Polaris
Polaris is a Canadian company (amalgamated under the laws of Yukon), focused on
the generation of renewable energy projects in Latin America and other parts of
the world. Polaris has a 10 MW geothermal power plant operating at San Jacinto
Tizate with further expansion of that project currently under development.
About Western
Western is a Canadian renewable energy company (incorporated under the laws of
British Columbia) dedicated to the development of geothermal energy projects for
the delivery of clean, sustainable, baseload electricity generation. Western is
developing the Western GeoPower Unit 1 geothermal power plant at the Geysers
Geothermal Field in Sonoma County, California and has geothermal projects in
California and British Columbia.
All references to "$" or "dollars" in this press release are to Canadian dollars.
Cautionary Statements
This press release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities described herein. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or any state securities laws and may not
be offered or sold within the United States or to United States Persons unless
registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.
This press release contains "forward-looking information" within the meaning of
applicable securities laws relating to the Arrangement and the Ram Acquisition,
including information regarding the anticipated date for the Final Order, the
anticipated date for the closing of the Arrangement and the Ram Acquisition, the
anticipated date the shares of New GTO are expected to commence trading on the
TSX and the shares of GTO, Polaris and Western are to be delisted and statements
with respect to the business expected to be carried on by New GTO. Readers are
cautioned to not place undue reliance on forward-looking information. Actual
results and developments may differ materially from those contemplated by this
information depending on, among other things, the risks that the parties will
not proceed with the Arrangement and the Ram Acquisition, that the ultimate
terms of the Arrangement and the Ram Acquisition will differ from those that
currently are contemplated and that the Arrangement and the Ram Acquisition 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. GTO,
Polaris and Western undertake no obligation to update forward looking
information, other than as required by law, or comment on analyses, expectations
or statements made by third-parties in respect of GTO, Polaris or Western or
their respective financial or operating results or (as applicable), their
securities.
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