On October 20, 2009, Ram Power, Corp. (formerly GTO Resources Inc.) completed the acquisitions of Polaris Geothermal Inc., Western GeoPower Corp. and Ram Power, Inc. Ram Power is engaged, through its subsidiaries, in the business of acquiring, exploring, developing and operating geothermal properties and has an interest in geothermal projects primarily in California, Nicaragua and Nevada.
Pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), Ram Power acquired all of the issued and outstanding securities of Polaris Geothermal and Western GeoPower. Concurrent with the closing of the arrangement, Ram Power completed the acquisition of issued and outstanding shares of Ram Power, Inc. In connection with the acquisitions, Ram Power completed a subscription receipt financing with a syndicate of agents led by Cormark Securities Inc. and including Raymond James Ltd., Ambrian Partners Limited, Canaccord Capital Corporation, Dundee Securities Corporation and Wellington West Capital Markets Inc. Pursuant to the financing, an aggregate of 59,800,000 subscription receipts were issued for gross proceeds of $179,400,000.
Ram Power was represented by Borden Ladner Gervais LLP with a team that included Melinda Park, Daniel Kolibar, Philippe Tardif, Robyn Bourgeois, Melissa Smith, Joel Jones and Graeme Martindale (corporate and securities); Lindsay Holmes (tax) and Stephen Antle (litigation). In addition, Daniel Miller (corporate and securities) and John Hollinrake (tax) of Dorsey & Whitney LLP provided advice with respect to certain legal matters in the United States.
Polaris Geothermal was represented by Fogler, Rubinoff LLP with a team that included Michael Hobart, Rick Moscone and Aaron Sonshine (corporate and securities) and Ian MacInnis (tax). In addition, Paul Lackowicz (corporate) of Lackowicz, Shier & Hoffman provided advice with respect to certain legal matters in the Yukon and Timothy Rampe (securities) of Davis Graham & Stubbs LLP provided advice with respect to certain legal matters in the United States.
Western GeoPower was represented by Farris, Vaughan, Wills & Murphy LLP with a team that included Trevor Scott, David Selley, Denise Nawata, Peter Roth and Jamie Matthews (corporate and securities); Mark Chu (tax) and Scott Dawson (litigation). In addition, Stuart Morrow and Ruby Chan of Davis LLP provided advice to the Special Committee of Western GeoPower.
Ram Power, Inc. was represented by Stikeman Elliott LLP with a team that included Brian Pukier, Rhoda Aylward and Jillian Kovensky (corporate and securities).
The agents were represented by Cassels Brock & Blackwell LLP with a team that included Cameron Mingay, André Boivin, Jason MacIntosh and Christine Gallo (securities) and Ken Snider (tax).