/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
RENO, NV and VANCOUVER , May 13, 2015 /CNW/ - Polaris Infrastructure Inc. (formerly Ram Power, Corp.) (RPG.TO) (the "Company" or "Polaris") announced today that, in accordance with the terms of the private placement agreement (the "Transaction Agreement") dated April 20, 2015 between the Company and Goodwood Inc., it has completed the equity financing and recapitalization transaction (the "Transaction") that was previously announced on April 20, 2015 .
"The injection of equity capital, combined with a significant restructuring of its balance sheet, will enable the Company to focus on optimizing the cash flow generation of the San Jacinto project over the long term," said Marc Murnaghan , the Company's newly-appointed Chief Executive Officer.
The first step of the Transaction was completed when the Company closed a private placement offering on April 30, 2015 of 18,598,500,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of Cdn$0.004 ("Subscription Price") for gross proceeds of approximately Cdn$74 million . Each Subscription Receipt entitled the holder to receive, without payment of additional consideration, one pre-Share Consolidation (as defined below) common share in the capital of the Company (each a "Pre-Consolidation Share"), upon the satisfaction of certain release conditions. The Company is pleased to announce that, as of today, the escrow release conditions have been fully satisfied, the Subscription Receipts have been converted into common shares and the proceeds of the private placement have been released to the Company.
As previously announced, the Company's name was changed from "Ram Power, Corp." to "Polaris Infrastructure Inc." and a change of the Company's Toronto Stock Exchange ("TSX") stock symbol from "RPG" to "PIF" is expected to become effective on May 19 , 2015.
As part of the closing of the Transaction, the following steps occurred today:
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(1)
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the Company's outstanding Cdn$53,016,338 aggregate principal amount of 8.5% senior secured debentures, together with approximately Cdn$1,642,054 of accrued and unpaid interest were converted into approximately 10,931,678,292 Pre-Consolidation Shares at a conversion price of Cdn$0.005 per share;
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(2)
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a binding agreement was entered into giving effect to certain amendments to the US$245 million credit facilities of the Company's wholly-owned subsidiary, Polaris Energy Nicaragua, S.A., which owns and operates the operating geothermal energy project located in the northwest of Nicaragua near the city of Leon. The amendments are consistent with those contemplated in the Company's April 20, 2015 news release;
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(3)
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the Company's common shares have been consolidated (the "Share Consolidation") at a ratio of 2,000 Pre-Consolidation Shares for each post-consolidation common share in the capital of the Company (each a "Post-Consolidation Share"). A total of approximately 31,026,418,906 Pre-Consolidation Shares were issued and outstanding immediately prior to the Share Consolidation, which resulted in a total of approximately 15,513,157 Post-Consolidation Shares being currently issued and outstanding following completion of the Share Consolidation. The Company's common shares are expected to begin trading on the TSX on a post-Share Consolidation basis on May 19, 2015.
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the board of directors of the Company has been reconstituted to consist of the following five directors: Marc Murnaghan, Jorge Bernhard and Jaime Guillen (each of whom is a newly appointed director of the Company), and Antony Mitchell and James Lawless (each of whom is an existing director of the Company); and
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(5)
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Marc Murnaghan has been appointed as Chief Executive Officer of the Company.
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Biographical information regarding Messrs. Murnaghan, Bernhard and Guillen was provided in the April 20, 2015 news release announcing the entering into of the Transaction Agreement by the Company.
The completion of the Transaction resulted in certain adjustments being made to the Company's outstanding common share purchase warrants (the "Warrants") in accordance with the terms of the warrant indenture dated March 27, 2013 between the Company and CST Trust Company, as warrant agent (the "Warrant Indenture"). Previously the exercise price of the Warrants was Cdn$0.30 per Pre-Consolidation Share. In accordance with the adjustment terms of the Warrant Indenture, the exercise price is now $600 per Post-Consolidation Share and the exchange ratio of the Warrants has been adjusted to 2,000 Warrants for 1 Post-Consolidation Share. As a result of these adjustments, and due to the insignificant trading volume of the Warrants, the TSX has advised the Company that the Warrants will be delisted from the TSX.
Disclaimer
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 Polaris Infrastructure Inc.
Polaris 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 the anticipated effects of the Transaction, including the use of proceeds of the Transaction.
A number of known and unknown risks, uncertainties and other factors may cause Polaris' 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 benefits of the Transaction will not be realized by the Company in the manner anticipated, 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 Polaris. 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 Transaction 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 Polaris 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. Polaris 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 Polaris, or its financial or operating results or its securities.
SOURCE Polaris Infrastructure Inc.