Sierra Geothermal and Ram Power Enter Into Letter of Intent
Ram Power to Acquire Sierra Geothermal
RENO, NEVADA and VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 05/31/10 -- Sierra Geothermal Power Corp. (TSX VENTURE: SRA) ("Sierra") and Ram Power Corp. (TSX: RPG) ("Ram Power") are pleased to announce that they have entered into a non-binding letter of intent in relation to the potential acquisition by Ram Power of all of the outstanding common shares of Sierra.
The letter of intent contemplates the acquisition by Ram Power of all of Sierra's outstanding common shares by way of a share exchange whereby holders of outstanding Sierra shares would receive 1 common share of Ram Power for every 12 common shares of Sierra. All outstanding options and warrants to purchase Sierra shares will be exchanged under the transaction for options and warrants to purchase common shares of Ram Power in accordance with the exchange ratio. The transaction will result in the issuance of approximately 11.125 million common shares of Ram Power to shareholders of Sierra.
Based on the exchange ratio and Ram Power's May 28, 2010 closing share price of $2.56, the implied offer price of $0.213 per Sierra share represents an 18.5% premium to its May 28, 2010 closing share price of $0.18 and a premium of 19.9% to Sierra's 20-day volume weighted average price of $0.178.
The benefits of the transaction include:
-- Allows shareholders of Sierra to recognize an attractive premium to the existing Sierra share price, while obtaining an interest in Ram Power's broader portfolio of operating, in-construction, and development geothermal assets. -- Shareholders of Sierra will become shareholders of Ram Power, with its experienced management team and strong balance sheet; -- Increases Ram Power's footprint in Nevada, one of the premier regions for geothermal development in the United States; -- Potential for synergistic development of a power cluster in Esmeralda County, Nevada as Ram Power's Clayton Valley land positions are contiguous to Sierra's Paymaster District projects: Alum, Silver Peak and Pearl; -- Acquired projects improve the ability of Ram Power to deliver additional power under its existing power purchase agreement with NV Energy; -- Continuance of the consolidation process underway in the geothermal industry and the enhancement of Ram Power's position as a market leader amongst independent geothermal energy companies.
The parties expect to enter into definitive agreements in relation to the transaction towards the end of June 2010, subject to negotiation of mutually satisfactory terms, completion of confirmatory due diligence and the receipt of lock-up commitments in favour of the transaction from Sierra's largest shareholders. In addition, the closing of any transaction will be conditional upon receipt of any required regulatory and shareholder approvals. Under the letter of intent, Ram Power and Sierra have agreed to negotiate exclusively in order to complete confirmatory due diligence and negotiate definitive agreements.
Gary Thompson, SGP's President, Chief Executive Officer and Executive Director stated, "We are pleased that our formal strategic process led by Jacob Securities Inc. has resulted in a transformative transaction for Sierra shareholders. We believe that Sierra shareholders will benefit from this transaction by merging into a well capitalized geothermal company such as Ram Power. The transaction has the full support of the Sierra Board of Directors, Special Committee, and Management who will be working closely with Ram Power over the coming weeks to finalize and execute definitive agreements."
Hezy Ram, Chief Executive Officer for Ram Power stated, "We are very pleased about the letter of intent with Sierra. This transaction comes as a continuation of our strategy to create a renewable energy company of scale, with the skilled management and capital in place to execute on our projects."
ABOUT RAM POWER CORP.
Ram Power is a renewable energy company based in Reno, Nevada, engaged in the business of acquiring, exploring, developing, and operating geothermal properties and has interest in geothermal projects in the United States, Canada, and Latin America.
ABOUT SIERRA GEOTHERMAL POWER CORP.
Sierra is a Vancouver-based geothermal energy company focused on the exploration and development of clean, sustainable power in Western North America. Sierra has 100% control over its 120,000 acre portfolio of geothermal properties in Nevada, California and British Columbia. Sierra's projects have a combined total estimated capacity of almost 400MW.
On behalf of the Board of Directors
Gary Thompson, P.Geo, President, Chief Executive Officer and Director
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or 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 press release include statements about the proposed transaction, the expected date of entering into definitive agreements and the benefits the transaction might bring to Ram Power, Sierra and their respective shareholders. While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect the current judgment of management at both Ram Power and Sierra, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other forward-looking information suggested in this press release. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks that the companies are unable to negotiate a mutually acceptable agreement, the risk that they cannot obtain the consents that may be required in order to consummate the transaction, the risk of adverse changes to either company or the industry in which they operate, as well as the general business risks described in the periodic disclosure documents filed by Ram Power and Sierra on SEDAR, copies of which are available at www.sedar.com. Any of these risks could cause actual results or achievements to be materially different from those that are expressed or implied by the forward-looking statements contained in this press release. Except as required by applicable law, neither of Ram Power or Sierra intends to update any of the forward-looking statements to conform these statements to actual results.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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