Ram Power Acquires Three Geothermal Power Companies

Advised the Special Committee of Western GeoPower

Matter Value: CAD 179,400,000

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.

Stuart Morrow and Ruby Chan of Davis LLP provided advice to the Special Committee of Western GeoPower.

This deal was featured in the March 2010 issue of Lexpert, under "Biggest Deals".

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