WGP Western Geopower Corp Com Npv

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. ("GTO") (NEX BOARD:GTR.H), Polaris Geothermal Inc.
("Polaris") (TSX:GEO), Western GeoPower Corp. ("Western") (TSX VENTURE:WGP) and
Ram Power, Inc. ("Ram"), are pleased to announce that they have entered into an
arrangement agreement (the "Arrangement Agreement"), whereby GTO has agreed to
acquire all of the issued and outstanding securities of Polaris and Western by
way of a plan of arrangement under the Business Corporations Act (British
Columbia) (the "Arrangement"), as previously announced on July 15, 2009. In
addition, GTO and Ram are pleased to announce that they have entered into a
share purchase agreement (the "Share Purchase Agreement") pursuant to which GTO
will acquire all of the issued and outstanding securities of Ram (the "Ram
Acquisition"), as previously announced on June 30, 2009.


Upon completion of the Arrangement and the Ram Acquisition (collectively, the
"Business Combination"), each of Polaris, Western and Ram will be subsidiaries
of GTO. In connection with the Business Combination, it is intended that GTO
will change its name to "Ram Power Corp." ("New GTO"). If the Business
Combination is completed as contemplated, 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 in
British Columbia, California, Nevada and Nicaragua.


Pursuant to the Arrangement, the issued and outstanding common shares of GTO
(the "GTO Pre-Consolidation Shares") shall be consolidated on a 10:1 ratio so
that for every ten (10) GTO Pre-Consolidation Shares held, the holder thereof
shall receive one (1) GTO common share on a consolidated basis ("GTO Share").
Under the terms of the Arrangement Agreement, GTO will acquire the securities of
Polaris and Western on the following basis:


(i) holders of outstanding Class A voting common shares of Polaris ("Polaris
Shares") shall receive 0.2467 GTO Shares for each Polaris Share held (the
"Polaris Exchange Ratio");


(ii) holders of outstanding redeemable, convertible preferred shares of Polaris
("Polaris Preferred Shares") shall receive 0.2467 GTO Shares for each Polaris
Preferred Share held;


(iii) holders of outstanding common shares of Western ("Western Shares") shall
receive 0.0622 GTO Shares for each Western Share held (the "Western Exchange
Ratio");


(iv) outstanding warrants to purchase Polaris Shares shall be exchanged for GTO
Shares on the following basis: (i) each Tranche 1 warrant (expiry date March 23,
2011) shall be exchanged for 0.0751 of a GTO Share; (ii) each Tranche 2 warrant
(expiry date April 24, 2011) shall be exchanged for 0.0758 of a GTO Share; and
(iii) each Tranche 3 warrant (expiry date May 1, 2011) shall be exchanged for
0.0760 of a GTO Share;


(v) all outstanding options to purchase Polaris Shares shall be exchanged for
options to purchase GTO Shares ("GTO Options") in accordance with the Polaris
Exchange Ratio;


(vi) outstanding warrants to purchase Western Shares shall be exchanged for GTO
Shares on the following basis: (i) each Tranche 1 warrant (expiry date November
24, 2010) shall be exchanged for 0.0113 of a GTO Share; and (ii) each Tranche 2
warrant (expiry date January 29, 2011) shall be exchanged for 0.0175 of a GTO
Share;


(vii) all outstanding options to purchase Western Shares shall be exchanged for
GTO Options in accordance with the Western Exchange Ratio; and


(viii) debentures of Polaris in the aggregate principal amount of $27 million
shall be exchanged for GTO Shares at a price of $3.00 per GTO Share.


All other outstanding Polaris share purchase warrants and Western share purchase
warrants not otherwise subject to the Arrangement will be exchanged for warrants
to purchase GTO Shares based on the respective exchange ratios provided for the
Polaris Shares and the Western Shares.


Meetings of the securityholders of each of GTO, Polaris and Western to approve
the Arrangement are currently scheduled for October 15, 2009 (collectively, the
"Meetings"). In connection with the Meetings, a joint management information
circular of GTO, Polaris and Western (the "Joint Circular") which contains
detailed information regarding the Arrangement and the Ram Acquisition, will be
mailed to the securityholders prior to the Meetings. The record date for the
determination of the securityholders entitled to receive notice of and to vote
at the Meetings is September 15, 2009.


Pursuant to the Share Purchase Agreement, each holder of common shares of Ram
("Ram Shares") will receive 0.900154 GTO Shares for each Ram Share held and each
holder of preferred shares of Ram ("Ram Preferred Shares") will receive 0.9002
GTO Shares for each Ram Preferred Share held.


In connection with the Business Combination, GTO completed an equity financing
(the "Financing") of subscription receipts ("Subscription Receipts"), as
previously announced on August 20, 2009. Pursuant to the Financing, an aggregate
of 59,800,000 Subscription Receipts were issued at a price of $3.00 per
Subscription Receipt for aggregate gross proceeds of $179,400,000. The proceeds
of the Financing, less the expenses of the agents, are being held in escrow
pending the completion of the Business Combination. Each Subscription Receipt
purchased under the Financing entitles the holder to receive, for no additional
consideration, one GTO Share following completion of the Business Combination.
The proceeds of the Financing are intended to be used to develop key projects of
the combined businesses upon completion of the Business Combination, debt
repayment of New GTO and for working capital and general corporate purposes.


Upon completion of the Business Combination, it is anticipated that the current
shareholders of GTO will hold approximately 1% of the issued and outstanding GTO
Shares of New GTO, the former securityholders of Polaris will hold approximately
36% of the issued and outstanding GTO Shares of New GTO, the former
securityholders of Western will hold approximately 13% of the issued and
outstanding GTO Shares of New GTO and the former shareholders of Ram will hold
approximately 7% of the issued and outstanding GTO Shares of New GTO.


The Business Combination is subject to securityholder, court and regulatory
approval, including the approval of applicable stock exchanges in Canada.
Closing of the Business Combination is subject to a number of conditions and
approvals which include, but are not limited to: approval of securityholders of
GTO, Polaris and Western at the Meetings; approval of the Arrangement by the
Supreme Court of British Columbia; and the approval of all relevant regulatory
authorities and third parties. There can be no assurance that the Business
Combination will be completed as proposed or at all. The Arrangement Agreement
and the Share Purchase Agreement provide for termination rights, including in
the event the Business Combination is not completed by November 4, 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 Business Combination may
not be accurate or complete and should not be relied upon.


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 statements" within the meaning of
applicable securities laws relating to the Business Combination and Financing,
including statements regarding the terms and conditions of the Business
Combination and the use of proceeds of the 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 Business Combination, that the ultimate terms of the Business
Combination will differ from those that currently are contemplated and that the
Business Combination 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, Western and Ram 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, Western or Ram or their respective financial or operating results or
(as applicable), their securities.

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