News
Jul 28, 2010Magma Energy Comments on Recent Announcement by the Icelandic Government
VANCOUVER, July 28 /CNW/ - Magma Energy Corp. (TSX: MXY) is responding to comments that have been made by the government of Iceland at a recent press conference. Magma understands that the government has announced its intention to establish a committee respecting foreign investment into Icelandic energy companies. The government has also advised HS Orka that it has not made a decision on Magma's purchase of further shares in HS Orka.
The transaction to acquire Geysir Green Energy's remaining interest in HS Orka is the third in a series of transactions. Each transaction has been reviewed by the Committee on Foreign Investment established by the government of Iceland. The reviews have confirmed that the transactions are permitted by the provisions of the Act on Foreign Investment established by the government of Iceland. Magma is confident that the proposed transaction is in accordance with the laws of Iceland and intends to co-operate fully with the government.
About Magma Energy Corp.
Magma Energy Corp. is a global geothermal power company which operates, develops, explores and acquires geothermal energy projects. We have an extensive portfolio of properties throughout the western United States, Iceland and Latin America, including one operating power plant in Nevada and a significant interest in two in Iceland.
For further information: Alison Thompson, Vice President, Corporate Relations, Magma Energy Corp., Phone: 604.646.1882, Email: .(JavaScript must be enabled to view this email address)
Jul 27, 2010
Magma Announces Closing of Public Offering of Common Shares & Exercise of Over-Allotment Option
Vancouver, B.C., Canada, July 27, 2010 - Magma Energy Corp. (TSX: MXY) (the "Company") has closed its previously announced public offering of common shares (the "Offering"). Pursuant to the Offering, the Company today issued 40,334,628 common shares at a price of $1.12 per common share, including 4,620,342 common shares issued upon partial exercise of the underwriters' over-allotment option, for aggregate gross proceeds of $45,174,783 and total proceeds, net of underwriting fees, of $43,305,629.
The Company expects to use the net proceeds from the Offering in connection with its previously announced acquisition of common shares of HS Orka hf, with the remainder (if any) to be used for working capital requirements and other general corporate purposes.
Raymond James Ltd. acted as the lead underwriter for the offering. The other members of the syndicate are National Bank Financial Inc., Cormark Securities Inc., Dundee Securities Corporation, Jacob Securities Inc., Mackie Research Capital Corporation, Salman Partners Inc., Wellington West Capital Markets Inc. and Canaccord Genuity Corp.
About Magma Energy Corp.
Magma Energy Corp. is a global geothermal power company which operates, develops, explores and acquires geothermal energy projects. We have an extensive portfolio of properties throughout the western United States, Iceland and Latin America, including one operating power plant in Nevada and a significant interest in two in Iceland.
For further information please contact:
Alison Thompson, Vice President, Corporate Relations
Magma Energy Corp.
Phone: 604.646.1882
Email: .(JavaScript must be enabled to view this email address)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This news release contains certain "forward-looking information" within the meaning of Canadian securities laws, which may include, but is not limited to, statements with respect to future events or the closing of the prospectus offering. Such forward-looking information reflects management's current beliefs and is based on information currently available to management.
A number of known and unknown risks, uncertainties and other factors, may cause our actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. The forward-looking information is based upon what management believes to be reasonable assumptions, including, but not limited to, assumptions about general economic conditions. Forward-looking information and statements are also based upon the assumption that none of the identified risk factors that could cause actual results to differ materially from the forward-looking information and statements will occur.
There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information. Other than as required by applicable securities laws, we assume no obligation to update or revise such forward-looking information to reflect new events or circumstances.
The Shares offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Jul 22, 2010
Magma Energy Files Final Prospectus For Offering
Vancouver, B.C., Canada, July 21, 2010 -- Magma Energy Corp. (TSX: MXY) announced today that in connection with its previously announced offering, it has filed a final prospectus with the securities regulatory authorities in each of the provinces of Canada, other than Quebec with respect to the issuance of 35,714,286 common shares of Magma at a price of $1.12 per share, for gross proceeds of $40,000,000. Closing is scheduled to take place on or about July 27, 2010.
In addition, Magma has granted to the underwriters an option to purchase up to an additional 5,257,142 common shares on the same terms as set out above to cover over-allotments, if any.
Raymond James Ltd. is the lead underwriter for the offering. The other members of the syndicate are National Bank Financial Inc., Cormark Securities Inc., Dundee Securities Corporation, Jacob Securities Inc., Mackie Research Capital Corporation, Salman Partners Inc., Wellington West Capital Markets Inc. and Canaccord Genuity Corp.
About Magma Energy Corp.
Magma Energy Corp. is a global geothermal power company which operates, develops, explores and acquires geothermal energy projects. We have an extensive portfolio of properties throughout the western United States, Iceland and Latin America, including one operating power plant in Nevada and a significant interest in two in Iceland.
For further information please contact:
Alison Thompson, Vice President, Corporate Relations
Magma Energy Corp.
Phone: 604.646.1882
Email: .(JavaScript must be enabled to view this email address)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This news release contains certain "forward-looking information" within the meaning of Canadian securities laws, which may include, but is not limited to, statements with respect to future events or the closing of the prospectus offering. Such forward-looking information reflects management's current beliefs and is based on information currently available to management.
A number of known and unknown risks, uncertainties and other factors, may cause our actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. The forward-looking information is based upon what management believes to be reasonable assumptions, including, but not limited to, assumptions about general economic conditions. Forward-looking information and statements are also based upon the assumption that none of the identified risk factors that could cause actual results to differ materially from the forward-looking information and statements will occur.
There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information. Other than as required by applicable securities laws, we assume no obligation to update or revise such forward-looking information to reflect new events or circumstances.
The Shares offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Jul 21, 2010
Sierra Geothermal Power Obtains Interim Order for Plan of Arrangement
Vancouver, British Columbia- Sierra Geothermal Power Corp. [TSX-V: SRA] (“Sierra”) and Ram Power, Corp. [TSX: RPG] ("Ram Power") are pleased to announce that the Supreme Court of British Columbia has issued an interim order authorizing Sierra to, among other things, call a special meeting of its shareholders to consider and, if deemed advisable, pass a special resolution approving the proposed plan of arrangement previously announced by press release on July 8, 2010. The proposed plan of arrangement, set out as an exhibit to the Arrangement Agreement dated July 7, 2010 between Sierra and Ram Power, contemplates that Ram Power will acquire all of Sierra’s outstanding shares in exchange for common shares of Ram Power effective upon closing of the arrangement, which will be scheduled to occur after shareholder approval is received. The terms of the proposed transaction have been previously announced in a press release dated July 8, 2010.
Sierra proposes to hold the special meeting of shareholders at 10:00 a.m. (Vancouver time) on August 31, 2010, at the offices of its counsel, Clark Wilson LLP, at 800-885 West Georgia Street, Vancouver, B.C. The record date for determining the holders of common shares of Sierra that will be entitled to receive notice of and to vote at the special meeting is July 27, 2010. The special resolution approving the proposed plan of arrangement must be approved by at least 66 2/3% of the votes cast by shareholders represented in person or by proxy at the special meeting.
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
FOR FURTHER INFORMATION PLEASE CONTACT:
Ram Power, Corp.
Steven Scott
Director of Investor Relations
Phone +775-398-3711
Email: .(JavaScript must be enabled to view this email address)
www.ram-power.com
Sierra Geothermal Power, Corp.
Anthony Srdanovic
Investor Relations
(604) 683-0332 x 115
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http://www.sierrageopower.com
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.
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 the statement about Sierra holding a special meeting of its shareholders at 10:00 a.m. (Vancouver time) on August 31, 2010. While this forward-looking statement 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 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.
Jul 19, 2010
U.S. GEOTHERMAL INITIATES $30 MILLION VENDOR FINANCED CONSTRUCTION AGREEMENT FOR SAN EMIDIO
TRADING SYMBOLS:
In the United States: NYSE Amex: HTM and in Canada: TSX:GTH
Boise,Idaho- July 19, 2010 (NYSE Amex: HTM, TSX: GTH)U.S. Geothermal Inc., a renewable energy company focused on the development, production and sale of electricity from geothermal energy, announced today that it has entered into an agreement for the engineering procurement and construction of a new 8.6 net megawatt ("MW") modular binary cycle power plant at its San Emidio project.
TAS Energy Inc. of Houston, Texas through a FORTUNE 500® engineering, procurement and construction company ("EPC Contractor") will manufacture the plant. The agreement calls for the EPC Contractor to provide a non-recourse project loan for the $30 million construction capital together with an Engineering, Procurement and Construction services contract for Phase 1 of the San Emidio project in northern Nevada. The construction loan is expected to be repaid with long term financing from available sources such as the Section 1705 loan guarantee program from the U.S. Department of Energy ("DOE") which we expect to apply for in the near future. Under the terms of the agreement, the parties have established an exclusivity period during which final terms and conditions of certain definitive agreements will be negotiated.
"This is a fully financed, turnkey engineering, procurement and construction arrangement," said Daniel Kunz, President and CEO of U.S. Geothermal Inc. "We are excited to get construction started this year, which will insure that our 35 net MW San Emidio development project qualifies for the special 30% Investment Tax Credit cash grant."
The project will construct a new water-cooled binary cycle power plant with an estimated output of 8.6 net MW of renewable baseload electricity. No well drilling is required for Phase 1 since production and injection wells are currently in use by the existing San Emidio power plant which will be replaced with the new plant. The anticipated Phase 1 commercial operations date is 4th quarter of 2011.
The $200 million San Emidio project is a planned two-phase development. The $30 million Phase 1 is planned at 8.6 MWs net and the $170 million Phase 2 is planned at 26.4 MWs net. Phase 2 is expected to be completed in late 2013, subject to satisfactory completion of new well drilling, a transmission upgrade and obtaining the required permits. Phase 2 reservoir resource expansion efforts are already underway using funding assistance from a $3.77 million DOE Innovative Exploration Grant awarded to U.S. Geothermal in 2009. Approximately 3 MWs of the Phase 1's output is sold through 2017 under the terms of an existing power purchase agreement ("PPA") with Sierra Pacific, a subsidiary of NV Energy. U.S. Geothermal Inc. is currently negotiating with a number of interested parties for a new 35 MW PPA for the project.
About U.S. Geothermal Inc.:
U.S. Geothermal Inc. is a renewable energy development company that is operating geothermal power projects at Raft River, Idaho and San Emidio, Nevada. USG Oregon has an approved power purchase agreement with Idaho Power Company and has received a conditional commitment for a $102.2 million loan through the Department of Energy Section 1703 loan guarantee program for the development and construction of the Neal Hot Springs project.
FOR ADDITIONAL INFORMATION PLEASE CONTACT:
Please visit our Website at: www.usgeothermal.com
Saf Dhillon - Investor Relations
U.S. Geothermal Inc.
Tel: 866-687-7059
Fax: 208-424-1030
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The information provided in this news release may contain forward-looking statements within the definition of the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated development of San Emidio, including financing, megawatt output and schedule. These statements are based on U.S. Geothermal Inc.'s current expectations and beliefs and are subject to a number of risks and uncertainties that can cause actual results to differ materially from those described, including but not limited to, completion of the definitive agreements with vendors, application for and approval of long-term financing from the DOE. Readers are cautioned to review the risk factors identified by the company in its filings with Canadian and US securities agencies. Forward-looking statements are based on management's expectations, beliefs and opinions on the date the statements are made. U.S. Geothermal Inc. assumes no obligation to update forward-looking statements if management's expectations, beliefs, or opinions, or other factors, should change.
The NYSE Amex and the Toronto Stock Exchange do not accept responsibility for the adequacy of this release.
Jul 15, 2010
Magma Energy Enters Into Underwriting Agreement and Files Amended Preliminary Prospectus
All amounts in Canadian dollars. Not for distribution to United States news wire services or dissemination in the United States.)
Vancouver, B.C., Canada, July 14, 2010 -- Magma Energy Corp. (TSX: MXY) announced today that in connection with its previously announced public offering, it has entered into an underwriting agreement and has filed an amended and restated preliminary prospectus with the securities regulatory authorities in each of the provinces of Canada, other than Quebec with respect to the issuance of 35,714,286 common shares of Magma at a price of $1.12 per share, for gross proceeds of $40,000,000. Closing is scheduled to take place on July 27, 2010.
In addition, Magma has granted to the underwriters an option to purchase up to an additional 5,257,142 common shares on the same terms as set out above to cover over-allotments, if any.
Raymond James Ltd. is the lead underwriter for the offering. The other members of the syndicate are National Bank Financial Inc., Cormark Securities Inc., Dundee Securities Corporation, Jacob Securities Inc., Mackie Research Capital Corporation, Salman Partners Inc., Wellington West Capital Markets Inc. and Canaccord Genuity Corp.
About Magma Energy Corp.
Magma Energy Corp. is a global geothermal power company which operates, develops, explores and acquires geothermal energy projects. We have an extensive portfolio of properties throughout the western United States, Iceland and Latin America, including one operating power plant in Nevada and a significant interest in two in Iceland.
For further information please contact:
Alison Thompson, Vice President, Corporate Relations
Magma Energy Corp.
Phone: 604.646.1882
Email: .(JavaScript must be enabled to view this email address)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This news release contains certain "forward-looking information" within the meaning of Canadian securities laws, which may include, but is not limited to, statements with respect to future events or the closing of the previously announced prospectus offering. Such forward-looking information reflects management's current beliefs and is based on information currently available to management.
A number of known and unknown risks, uncertainties and other factors, may cause our actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. The forward-looking information is based upon what management believes to be reasonable assumptions, including, but not limited to, assumptions about general economic conditions. Forward-looking information and statements are also based upon the assumption that none of the identified risk factors that could cause actual results to differ materially from the forward-looking information and statements will occur.
There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information. Other than as required by applicable securities laws, we assume no obligation to update or revise such forward-looking information to reflect new events or circumstances
Jul 14, 2010
RASER TECHNOLOGIES ANNOUNCES AGREEMENT AND SUBSTANTIAL PAYMENT OF THERMO NO. 1 DEBT OBLIGATIONS
Provo, UT, July 13, 2010– Raser Technologies, Inc. (NYSE: RZ), an energy technology company, announced today that it has entered into an agreement with the senior secured lender that provided the debt financing for the Thermo No. 1 geothermal power plant to repay a substantial portion of the debt.
Under the arrangement, the lender will receive an immediate payment of $27 million out of project escrow accounts and will waive compliance with applicable debt-related covenants and obligations for the next year. In addition, Raser will make an additional payment of up to $6 million before June 29, 2011. Over the next 12 months, Raser will follow its plan to sell certain assets which will help establish the value of the Company’s portfolio. As part of this process, Raser will satisfy the remaining obligation to the Thermo lender from the sale proceeds of a part or all of its interest in Thermo No. 1 or another asset. Alternatively, Raser can satisfy this obligation using cash from other sources. After providing for the initial payment to the lender, approximately $3 million of currently escrowed funds will remain in a project escrow account to provide for the operation of the plant and other related expenses.
The Thermo No. 1 plant is currently producing a little over six megawatts of electricity that is available for sale. While this is below the original anticipated output level, several unaffiliated, geothermal equipment manufacturers have indicated to Raser that, in their judgment, significant improvement in the electrical output of Thermo No. 1 is possible. They have represented to Raser that the addition of larger, more efficient generators at the Thermo No. 1 project would enable the generation of between 9-11 megawatts of electricity, based on current geothermal flow and temperature conditions.
Nick Goodman, Raser’s CEO, commented, “Raser would need additional capital to install larger generating units at our Thermo No. 1 project. Therefore, instead of upgrading the units ourselves, we are considering the sale of equity interests in the Thermo No. 1 project while maintaining ownership in the remaining Thermo field - a resource that GeothermEx reports has the potential to produce an additional 150-200 megawatts of geothermal power. If we are able to sell our interests in Thermo No. 1 to a third party with the capital to upgrade the generators at the Thermo No. 1 project, we believe it will further validate the larger Thermo area, demonstrating the viability of the Thermo area resource for additional power plants.”
About Raser Technologies
Raser (NYSE: RZ) is an environmental energy technology company focused on geothermal power development and technology licensing. Raser’s Power Systems segment develops clean, renewable geothermal electric power plants with one operating plant in southern Utah and eight active and early stage projects in four western United States: Utah, New Mexico, Nevada and Oregon, as well as a concession for 100,000 acres in Indonesia. Raser’s Transportation and Industrial segment focuses on extended-range plug-in-hybrid vehicle solutions and using Raser’s award-winning Symetron™ technology to improve the torque density and efficiency of the electric motors and drive systems used in electric and hybrid-electric vehicle powertrains and industrial applications. Further information on Raser may be found at: www.rasertech.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding; our beliefs about our ability to sell all or a portion of our interests in Thermo No. 1; our beliefs about our ability to make the remaining $6 million payment to the lender that provided the debt financing for the Thermo No. 1 plant; our beliefs about the anticipated improvement in output level if larger generators are used at the Thermo No. 1 plant; our beliefs regarding the strength and enforceability of our agreements; our belief about our ability to develop future geothermal projects and the geothermal industry in general. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ, including, without limitation, the competitive environment and our ability to compete in the industry; our ability to attract, train and retain key personnel; and such other risks as identified in our quarterly report on Form 10-Q for the quarter ended March 31, 2010, as filed with the Securities and Exchange Commission, and all subsequent filings.
All forward-looking statements in this press release are based on information available to us as of the date hereof, and we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
###
Raser Technologies, Inc.
Issa Arnita
Investor Relations
(801) 765-1200
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Hayden IR
Cameron Donahue
(651) 653-1854
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Jul 12, 2010
Magma Energy Corp. Announces Prospectus Offering
All amounts in CDN dollars. Not for distribution to UNITED STATES news wire services or dissemination in the United States.)
Vancouver, B.C., Canada, July 12, 2010 - Magma Energy Corp. ("Magma" or the "Company") (TSX: MXY) is pleased to announce that it has filed a preliminary short-form prospectus in connection with a proposed marketed offering ("Offering") of approximately $40 million of common shares ("Shares") at a price of $1.12 per share. In addition, Magma has also granted the underwriters an option, exercisable in whole or in part, up to 30 days following the closing of the Offering to increase the Offering by up to an additional 15% of the number of Shares sold pursuant to the Offering to cover over-allotments and for market stabilization purposes. The Offering will be managed by a syndicate of underwriters led by Raymond James Ltd.
The net proceeds from the Offering are intended to be used for Magma's acquisition of 52.35% of the outstanding shares of HS Orka hf from Geysir Green Energy, as well as for working capital and general corporate purposes. Closing of the Offering is expected to occur on or about July 27, 2010.
The Offering is being made in all provinces of Canada, excluding Quebec, and is subject to the approval of applicable securities regulatory authorities. The Shares offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Magma Energy Corp.
Magma Energy Corp. is a global geothermal power company which operates, develops, explores and acquires geothermal energy projects. We have an extensive portfolio of properties throughout the western United States, Iceland and Latin America, including one operating power plant in Nevada and a significant interest in two in Iceland.
For further information please contact:
Alison Thompson, Vice President, Corporate Relations
Magma Energy Corp.
Phone: 604.646.1882
Email: .(JavaScript must be enabled to view this email address)
Jul 09, 2010
Magma Energy Announces Credit Agreement
(All amounts in CDN dollars and all MW according to the Geothermal Reporting Code)
VANCOUVER, July 9 /CNW/ - Magma Energy Corp. (TSX: MXY) announces that on July 5, 2010, the Company entered into a credit agreement (the "Credit Agreement") with Mr. Ross Beaty, the Company's Chairman and Chief Executive Officer, pursuant to which the Company is able to borrow up to $10,000,000 to pay amounts coming due by the Company to Geysir Green Energy ehf respecting the acquisition of shares of HS Orka hf, and to fund general working capital requirements of the Company. Any advances under the Credit Agreement are repayable on the earlier of twelve months from the date of the initial advance, a change of control of the Company or on a default by the Company. Interest at the rate of 8% per annum, compounded daily, is payable monthly commencing on July 30, 2010. In addition, a standby fee in the amount of 1% of the credit facility and a drawdown fee in the amount of 1.5% of the amount advanced is payable in cash. As of the date of this news release, the principal amount of the Credit Facility has been advanced to the Company to be used in connection with the acquisition of shares of HS Orka hf.
About Magma Energy Corp.
Magma Energy Corp. is a global geothermal power company which operates, develops, explores and acquires geothermal energy projects. We have an extensive portfolio of properties throughout the western United States, Iceland and Latin America, including one operating power plant in Nevada and a significant interest in two in Iceland.
About HS Orka
HS Orka is the largest privately owned energy company in Iceland producing 9% of the country's power needs. Installed geothermal power capacity is 175 MW from the Svartsengi and Reykjanes power plants. In addition, HS Orka generates 150 MW of thermal energy for district heating. Expansions are planned that will increase HS Orka's geothermal power production to 405 MW by 2016. HS Orka's 75 MW Svartsengi plant began production in 1977 and its 100 MW Reykjanes plant began production in 2006. Much of the power is sold under US dollar contracts to a large aluminum smelter that is one of the world's lowest cost aluminum producers.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This news release contains certain "forward-looking information" within the meaning of Canadian securities laws, which may include, but is not limited to, statements with respect to future events or future performance, prospects for closing our acquisition of a further interest in HS Orka, plans to expand our and HS Orka's geothermal power production, management's expectations regarding our growth,, business prospects and opportunities and geothermal energy generation capacities. Such forward-looking information reflects management's current beliefs and is based on information currently available to management.
A number of known and unknown risks, uncertainties and other factors, may cause our actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. The forward-looking information is based upon what management believes to be reasonable assumptions, including, but not limited to, assumptions about: conditions to closing our acquisition of a further interest in HS Orka being met, the success and timely completion of planned exploration and expansion programs, the growth rate in net electricity consumption; support and demand for non-hydroelectric renewables; government initiatives to support the development of renewable energy generation; the accuracy of reserve estimation methodology and analysis used to estimate the quantity of potentially recoverable thermal energy; geological, geophysical, geochemical and other conditions at our properties; the reliability of technical data, including extrapolated temperature gradient, geophysical and geochemical surveys and geothermometer calculations; capital expenditure estimates; availability of capital to fund development and expansion programs; and general economic conditions. Forward-looking information and statements are also based upon the assumption that none of the identified risk factors that could cause actual results to differ materially from the forward-looking information and statements will occur.
There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information. Other than as required by applicable securities laws, we assume no obligation to update or revise such forward-looking information to reflect new events or circumstances.
For further information: Alison Thompson, Vice President, Corporate Relations, Magma Energy Corp., Phone: 604.646.1882, Email: .(JavaScript must be enabled to view this email address)
Jul 08, 2010
RAM POWER AND SIERRA GEOTHERMAL POWER ENTER INTO A DEFINITIVE AGREEMENT
Ram Power to Acquire Sierra Geothermal
RENO, NEVADA- July 8, 2010 – Ram Power, Corp. (TSX: RPG) ("Ram Power") and Sierra Geothermal Power Corp. (TSXV:SRA) (“Sierra”) are pleased to announce that, in accordance with the letter of intent previously announced on June 1, 2010, they have entered into a definitive arrangement agreement whereby Ram Power will acquire all the issued and outstanding common shares of Sierra.
Under the terms of the transaction, which is structured as a plan of arrangement pursuant to the Business Corporations Act (British Columbia), each common share of Sierra will be exchanged for 0.0833333 of a common share of Ram Power, and all options and warrants of Sierra will become exercisable for options and warrants of Ram Power on a basis equivalent to the exchange ratio. Upon closing of the transaction, Ram Power is expected to issue approximately 11.13 million common shares to the current shareholders of Sierra. The transaction is expected to close during the third quarter of 2010 and is subject to there being at least $2.9 million of
working capital of Sierra at closing, receipt of TSX and TSXV approval, the approval of the common shareholders of Sierra at a shareholders meeting to be scheduled on or before August 31, 2010, and court approval.
Ram Power has also received voting agreements from Skyberry Holdings Ltd. and Exploration Capital Partners 2005 Limited Partnership in which each of those shareholders have agreed to vote their shares of Sierra in favour of the transaction at the upcoming special meeting of Sierra shareholders which will be called to approve the transaction. In the aggregate, those shareholders hold approximately 23.7 million common shares of Sierra representing approximately 17.8% of the issued and outstanding shares of Sierra.
Gary Thompson, Sierra’s President, Chief Executive Officer and Executive Director, stated, “We are pleased to have formalized an arrangement agreement between Ram Power and Sierra. We believe that Sierra shareholders will benefit from this transaction by owning shares of a well capitalized company, a solid pipeline of properties, excellent growth potential and increased liquidity. We also see this deal as a positive for the geothermal sector in general. This deal has full support of the Sierra’s Board of Directors, Special Committee and Management. The next business item for us is to provide shareholders with an information circular.”
"Raymond James Ltd. has rendered a fairness opinion to the Board of Directors of Sierra dated July 6, 2010 that the consideration to be received by shareholders of Sierra pursuant to the transaction is fair, from a financial point of view, to such shareholders." Hezy Ram, Ram Power’s Chief Executive Officer, stated, “The arrangement agreement represents an important milestone in the growth of Ram Power as well as the consolidation of the geothermal power industry. From the beginning, Ram Power set out to be the market leader in geothermal power, and the Sierra acquisition is expected to contribute to the synergistic advantages we are seeking in our portfolio of properties.”
The definitive agreement includes a commitment by Sierra not to solicit alternative transactions. Each company has agreed to pay a termination fee of $1.5 million to the other party under certain circumstances. In addition, Ram Power has the right to match any unsolicited competing offer which may be made. A full copy of the definitive agreement will be filed by each of Ram Power and Sierra with the Canadian securities regulatory authorities and will be available at www.sedar.com. In addition, a detailed description of the agreement will be included in the management information circular which will be mailed to Sierra shareholders later this month.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Ram Power, Corp.
Steven Scott
Director of Investor Relations
Phone (775) 398-3711
Email: .(JavaScript must be enabled to view this email address)
Sierra Geothermal Power Corp.
Anthony Srdanovic
Investor Relations
(604) 683-0332 x 115
.(JavaScript must be enabled to view this email address)
Cautionary Statements
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.
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 a shareholder meeting, the expectation of receiving the required approvals 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.
