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 capital purposes.

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 Underwriters.

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 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.
Phone: 775-398-3711
Email: sscott@ram-power.com

Profil de l'entreprise

Ram Power, Corp.

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