/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
NASSAU, Bahamas, May 4 /CNW Telbec/ - Treevil Holdings Inc. ("Treevil"),
an affiliate of Skyberry Holdings Ltd. ("Skyberry"), announced today that it,
has acquired 12,736,000 units (the "Units") of Polaris Geothermal Inc. (TSX:
GEO) ("Polaris"), at a price of CDN$0.45 per Unit for an aggregate purchase
price of US$4,800,000. Each Unit consists of one (1) voting, convertible,
redeemable preferred share ("Preferred Shares") and one (1) Class A common
share purchase warrant (a "Unit Warrant"). The investment by Treevil was part
of a US$10,000,000 private placement of Units by Polaris.
Each Preferred Share is convertible into one (1) Class A common share
without payment of any additional consideration, and each Unit Warrant will be
exercisable into one Class A common share at a price of CDN$0.45 within 24
months of closing of the Unit Offering.
The Preferred Shares and Unit Warrants acquired by Treevil represent
approximately 23.4% of the outstanding Class A common shares, assuming the
conversion of such Preferred Shares and exercise of such Unit Warrants, but
excluding any Class A common shares issuable upon conversion or exercise of
all other outstanding convertible securities of Polaris.
After completion of the transactions described above, Treevil and
Skyberry hold a total of 17,641,667 Class A common shares, 12,736,000
Preferred Shares, 42,409,167 warrants to acquire Class A common shares,
487,500 rights entitling it to acquire 487,500 Class A common shares for no
additional consideration and 19,500 $1,000 principal amount of 9.5% secured
Assuming conversion of the 12,736,000 Preferred Shares acquired by
Treevil, full exercise by Treevil and Skyberry of all warrants and rights held
by Treevil and Skyberry, but excluding any Class A common shares issuable upon
conversion or exercise of all other outstanding convertible securities of
Polaris, Treevil and Skyberry will own and control an aggregate of 73,274,334
Class A common shares representing approximately 52.7% of the Class A common
shares that would be outstanding.
Concurrent with the Unit Offering, Polaris also implemented amendments to
the outstanding warrants issued on March 10, 2004, March 2006, July 2007 and
March 2008. Polaris has reduced the respective exercise prices of such
warrants to CDN$0.45 and extended their respective exercise periods to the
date that is 24 months from closing of the Unit Offering. Skyberry holds an
aggregate of 29,673,167 of such warrants.
Polaris has granted to Treevil and Exploration Capital Partners 2000
Limited Partnership, for a period expiring 12 months after the closing date, a
right of first refusal in respect of any proposed equity financing undertaken
by Polaris during such period.
Treevil acquired the Units for investment purposes and Treevil and
Skyberry may, in accordance with applicable securities laws, increase or
decrease their investment in Polaris depending on market conditions and other
For further information:
For further information: Josephine Newton, (242) 362-4039