Ram Power representing joined entities of GTO Resources, Polaris Geothermal and Western GeoPower
GTO Resources Inc. , Polaris Geothermal Inc. and Western GeoPower Corp. announce that their respective securityholders have approved the previously announced plan of arrangement of merging the entities under the name Ram Power.
In a release issued by the companies, “GTO Resources Inc. (“GTO”), Polaris Geothermal Inc. (“Polaris”) (TSX: GEO) and Western GeoPower Corp. (“Western”) (TSX VENTURE:WGP) 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.”
Source: Company release via Benzinga