GTO Resources, Polaris Geothermal and Western GeoPower send out joint information circular
Alexander Richter
26 Sep 2009
GTO Resources, Polaris Geothermal and Western GeoPower announce the mailing of their joint management information circular containing detailed information regarding the Arrangement and the acquisition by GTO of issued and outstanding securities of Ram Power, Inc.
In the following release, GTO Resources, Polaris Geothermal and Western GeoPower announce the mailing of their joint management information circular.
The companies “announce that they have mailed to their respective securityholders their joint management information circular dated September 18, 2009 (the “Information Circular“), with respect to the plan of arrangement involving GTO, Polaris and Western under the Business Corporations Act (British Columbia) (the “Arrangement“). Meetings of the securityholders of each of GTO, Polaris and Western (collectively, the “Corporations“) to approve the Arrangement are scheduled for October 15, 2009 (collectively, the “Meetings“). The Information Circular contains detailed information regarding the Arrangement and the acquisition by GTO of issued and outstanding securities of Ram Power, Inc. (the “Ram Acquisition“). For further details regarding the Arrangement and the Ram Acquisition, please refer to the Information Circular, a copy of which will be available under the corporate profiles of each of the Corporations on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
The Arrangement requires approval by the Supreme Court of British Columbia. On September 17, 2009, the Corporations obtained the interim order, which provides for the calling and holding of the Meetings and other procedural matters. 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 are satisfied or waived, it is expected that the Arrangement and the Ram Acquisition will be completed on October 19, 2009.
In addition, GTO is pleased to announce that certain securityholders of Polaris and Western (the “Supporting Securityholders“) have entered into support agreements (the “Support Agreements“). Pursuant to the Support Agreements, the Supporting Securityholders have agreed to vote in favour of the Arrangement. The Support Agreements represent 57.5% of the Polaris Class A voting common shares, 80.8% of the Polaris redeemable, convertible, voting preferred shares, 69.2% of the Polaris warrants subject to the Arrangement, 97.8% of Polaris debentures in the aggregate principal amount of $27,000,000, 45.0% of the Western common shares and 100% of the Western warrants subject to the Arrangement.
Further to their press release dated September 9, 2009, the Corporations wish to clarify that all other outstanding Polaris share purchase warrants and Western share purchase warrants not otherwise subject to the Arrangement will receive common shares of GTO (on a post-consolidated basis) in accordance with the adjustment provisions of such warrants upon the due exercise by the holders thereof, as more particularly described in the Information Circular.”
Source: Release by the companies via eMediaWorld
