May 20, 2011 (Canada NewsWire Group) --
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
RENO, NEVADA, May 20, 2011 /CNW/ - Ram Power, Corp. (TSX:RPG) (the "Company" or "Ram Power"), a renewable energy company focused on the development, production and sale of electricity from geothermal energy, is pleased to announce that it has completed its previously announced offering (the "Offering") of 127,272,727 units (the "Units"). The Offering was made pursuant to an underwriting agreement (the "Underwriting Agreement") between the Company and a syndicate of underwriters led by Cormark Securities Inc., and including Raymond James Ltd., Jacob Securities Inc., National Bank Financial Inc. and Wellington West Capital Markets Inc. (collectively, the "Underwriters"). The Units were offered at a price of $0.55 per Unit. Each Unit is comprised of one common share of the Company (each a "Common Share") and one common share purchase warrant (each a "Warrant"). Each Warrant will be exercisable for one Common Share for a period of 36 months from the completion of the Offering at the price of $0.72 per Warrant, subject to earlier termination in the event that the 20 trading day volume weighted average trading price of the Common Shares is equal to or greater than $1.08. Pursuant to the Underwriting Agreement, Ram Power has also granted to the Underwriters an option, exercisable for a period of 30 days following the closing of the Offering, to purchase up to an additional 9.8 million Units for the purposes of satisfying over-allotments, if any, and for market stabilization purposes. Concurrently with the closing of the Offering, the Underwriters partially exercised this over-allotment option for an additional 1,145,373 Units. As a result, the gross proceeds raised today by the Company was $70,629,955.
The net proceeds from the Offering will be primarily used to fund the remaining equity requirements for the construction of the Company's San Jacinto-Tizate project site near Leon, Nicaragua and for working capital purposes. Of these net proceeds, US$10 million was used today to repay an additional bridge loan that the Company borrowed earlier this week from Newberry International Holdings Inc., Exploration Capital Partners 2000 Limited Partnership and Helmsdale Bank Corp. This additional bridge loan was put into place by the Company in order for it to pay for critical path items associated with the construction of the Phase I expansion at the Company's San Jacinto-Tizate project and to continue resource development at San Jacinto-Tizate for the Phase II expansion.
The Warrants will trade on the Toronto Stock Exchange under the symbol "RPG.WT".
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this press release in the United States. The securities described in this press release 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, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Ram Power, Corp.
Ram Power is a renewable energy company based in Reno, Nevada, focused on the development, production and sale of electricity from geothermal energy in Latin America, the United States and Canada.
Cautionary Statements
This press release contains certain "forward-looking information" which may include, but is not limited to, statements with respect to future events or future performance. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements regarding details of the Offering and related private placements, including the use of proceeds of the Offering.
A number of known and unknown risks, uncertainties and other factors may cause Ram Power's actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. Such factors include, but are not limited to the possibility that we have to allocate proceeds to other uses or reallocate proceeds differently among the anticipated uses due to changes in project parameters or other unforeseen circumstances associated generally with the unpredictability of operations in the geothermal industry. These factors should be considered carefully and prospective investors should not place undue reliance on forward-looking information. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended and the factors listed above are not intended to represent a complete list of the risk factors that could affect Ram Power. For additional information with respect to risks, uncertainties and assumptions, please also refer to the "Risk Factors" section of our most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedar.com, as well as our annual MD&A.
The forward-looking information in this press release is based upon what management believes to be reasonable assumptions, including, but not limited to, assumptions about the details of the Offering and the anticipated use of proceeds. These factors should be considered carefully and readers of this press release should not place undue reliance on forward-looking information.
Although Ram Power has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The statements in this press release are made as of the date of this release and 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. Ram Power undertakes 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 Ram Power, or its financial or operating results or its securities.
Steven Scott, Director of Investor Relations
Ram Power, Corp.
Phone: 775-398-3711
Email: sscott@ram-power.com
www.ram-power.com