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WGP Western Geopower Corp Com Npv

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Share Name Share Symbol Market Type
Western Geopower Corp Com Npv TSXV:WGP TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Geothermal Power Companies Announce Intent to Combine Businesses and Concurrently Raise $100 Million Equity Financing

15/07/2009 7:53pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS


GTO Resources Inc. (NEX:GTR.H) ("GTO"), Polaris Geothermal Inc. ("Polaris")
(TSX:GEO), Western GeoPower Corp. ("Western") (TSX VENTURE:WGP) and Ram Power,
Inc., a private Delaware corporation ("Ram") are pleased to announce that they
have entered into a letter of intent dated July 14, 2009 ("LOI") with respect to
a proposed business combination to create a new, publicly-traded geothermal
power company (the "Transaction"). The LOI is in addition to the letter of
intent with Ram announced by GTO on June 30, 2009.


The parties to the LOI believe that the benefits of the Transaction are numerous
and include:


- The formation of a growth-focused geothermal power company with a diversified
project portfolio spanning all development stages from exploration to producing


- Introduction of a premier geothermal development and acquisition team with
experience gained from Ormat Technologies Inc., a global leader in geothermal
power


- Greater market value of combined entity intended to support increased market
liquidity and, accordingly, ability to attract capital


- Synergies in development, operation and administration expenses

In connection with and as a condition within the LOI, GTO intends to raise
approximately $100 million in a private placement offering of subscription
receipts, entitling purchasers to receive common shares in the combined entity
following the business combination. The subscription receipts will be offered at
an anticipated price of $3.00 per GTO share (after giving effect to a 10 for 1
consolidation) and the proceeds will be held in escrow pending the completion of
the Transaction. The use of proceeds of the equity financing will be utilized to
develop key projects of the combined businesses.


The Transaction will be subject to security holder, court and regulatory
approval, including the approval of applicable stock exchanges in Canada.


The relative ownership positions for the respective companies' equity security
holders and the implied common share values based on a $3.00 per GTO (post
consolidation) share offering price are as follows:




-------------------------------------------------------------------
          Pro Forma Number
              of Shares in      % Ownership in
           Combined Entity     Combined Entity  Implied Share Price
         (pre-issue, post-   (pre-issue, post-     at $3.00 per GTO
Party        consolidation)      consolidation)               Share
-------------------------------------------------------------------
Polaris       33.6 million                54.1%               $0.76
-------------------------------------------------------------------
Western       18.1 million                29.2%               $0.20
-------------------------------------------------------------------
Ram            9.6 million                15.4%        N/A (private)
-------------------------------------------------------------------
GTO            0.8 million                 1.3%               $0.30
-------------------------------------------------------------------
TOTAL         62.1 million                 100%
-------------------------------------------------------------------



The financial statements of each of Polaris and Western for the year ended
December 31, 2008 (audited) and for the three months ended March 31, 2009
(unaudited) are available on sedar.com under the profiles of Polaris and
Western, respectively.


The LOI provides that GTO, Polaris and Western will negotiate and enter into a
definitive arrangement agreement and Ram and GTO will enter into a share
purchase and sale agreement. Further details regarding the proposed business
combination shall be detailed in a joint information circular (the "Joint
Circular") which will be mailed to securityholders of GTO, Polaris and Western
in connection with special shareholders' meetings to approve the Transaction.


Cormark Securities Inc. has been retained as financial advisor to GTO in
connection with the Transaction and as lead agent in connection with the equity
financing.


Closing of the Transaction contemplated by the LOI is subject to a number of
conditions and approvals which include completion of a $100 million equity
financing on acceptable terms; the satisfactory completion of due diligence
investigations; the completion of a definitive agreement setting forth the terms
and conditions set out in the LOI; approval of securityholders of GTO, Polaris
and Western at a special meeting of such securityholders; approval of
shareholders of Ram, approval of holders of debentures of Polaris; approval of
certain lenders of Western; court approval; and the approval of all relevant
regulatory authorities and third parties. There can be no assurance that the
Transaction or the equity financing will be completed as proposed or at all. The
LOI provides for termination rights, including in the event the Transaction is
not completed by October 30, 2009.


The common shares of GTO are currently halted from trading and will remain
halted until further notice.


Investors are cautioned that except as disclosed in the Joint Circular, any
information released or received in connection with the Transaction may not be
accurate or complete and should not be relied upon.


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.


ABOUT RAM POWER, INC.

Ram is a renewable energy development company with several geothermal projects
under development in California and Nevada, USA. Ram's management team brings
world class expertise and decades of experience in developing and financing
geothermal energy projects.


ABOUT POLARIS GEOTHERMAL INC.

Polaris Geothermal is a Canadian company (continued 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 Tizata with further expansion of that project currently under
development.


ABOUT WESTERN GEOPOWER CORP.

Western GeoPower Corp. 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, USA and has
geothermal projects under development in California, USA and British Columbia,
Canada.


All references to "$" or "dollars" are to Canadian dollars.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of
applicable securities laws relating to the proposal to complete the Transaction
and the equity financing, including statements regarding the terms and
conditions of the Transaction and the equity financing. Readers are cautioned to
not place undue reliance on forward-looking statements. Actual results and
developments may differ materially from those contemplated by these statements
depending on, among other things, the risks that the parties will not proceed
with the Transaction or the equity financing, that the ultimate terms of the
Transaction and the equity financing will differ from those that currently are
contemplated, and that the Transaction or the equity financing 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, Ram, 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, Ram, Polaris, Western or their respective
financial or operating results or (as applicable), their securities.


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