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) and Western GeoPower Corp. ("Western") (TSX VENTURE:WGP)
are pleased to 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.


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 information" within the meaning of
applicable securities laws relating to the Arrangement and the Ram Acquisition,
including information regarding the anticipated date of the Meetings, the
anticipated date for the Final Order and the anticipated closing date of the
Arrangement and the Ram Acquisition. Readers are cautioned to not place undue
reliance on forward-looking information. Actual results and developments may
differ materially from those contemplated by this information depending on,
among other things, the risks that the parties will not proceed with the
Arrangement and the Ram Acquisition, that the ultimate terms of the Arrangement
and the Ram Acquisition will differ from those that currently are contemplated
and that the Arrangement and the Ram Acquisition 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 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, Polaris or Western or their respective financial or operating
results or (as applicable), their securities.

Western Geopower Corp Com Npv (TSXV:WGP)
Historical Stock Chart
From Jun 2024 to Jul 2024

Western Geopower Corp Com Npv (TSXV:WGP)
Historical Stock Chart
From Jul 2023 to Jul 2024