/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
RENO, NV, May 13 /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 entered into an underwriting agreement (the "Underwriting Agreement") with 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") in connection with the Company's previously announced offering (the "Offering") of 127,272,727 units (the "Units"). The Units are being 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. The Company has filed and obtained a receipt
for its final prospectus filed in all of the provinces of Canada,
except for Québec.
The Offering is expected to close on or about May 19, 2011 and is
subject to customary closing conditions.
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
The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the Common Shares, the
Warrants and the Common Shares issuable upon the exercise of the
Warrants. Listing of the Common Shares and the Warrants will be subject
to Ram Power fulfilling all of the listing requirements of the TSX.
The Units are being offered by way of a short form prospectus in all of
the provinces of Canada, except Québec, and on a private placement
basis in the U.S. pursuant to Rule 144A and/or Regulation D, as well as
in other jurisdictions as may be determined by the Company and the
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.
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 the Offering will not be completed as
contemplated, or at all, because the necessary regulatory approvals are
not received or other conditions to completion of the Offering are not
satisfied, and 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.
SOURCE Ram Power, Corp.
For further information:
Steven Scott, Director of Investor Relations
Ram Power, Corp.