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RENO, NEVADA and VANCOUVER, BRITISH COLUMBIA, April 30, 2015 /CNW/ - Ram Power, Corp. (RPG.TO) ("Ram Power" or the "Company") announced today that it has closed the private placement offering of subscription receipts (the "Private Placement") previously announced by the Company pursuant to a press release on April 20, 2015 regarding an equity and recapitalization transaction (the "Transaction"). The Private Placement consisted of the issuance by the Company of 18,598,500,000 subscription receipts (each, a "Subscription Receipt") at a price of CDN$0.004 per Subscription Receipt for aggregate proceeds of approximately CDN$74 million. Each Subscription Receipt entitles the holder thereof to receive, without payment of additional consideration, one common share of the Company (a "Common Share") upon the satisfaction of certain release conditions (the "Escrow Release Conditions"), as further described in the April 20, 2015 press release. The aggregate proceeds of the Private Placement are being held in escrow by CST Trust Company pending the satisfaction of the Escrow Release Conditions. As described in the April 20, 2015 press release, as a fee for services related to the Private Placement, the Company was obliged to issue 1,000,040,000 Common Shares (the "Fee Shares") to Goodwood Inc. ("Goodwood") or as it may otherwise direct, which Fee Shares were issued today upon closing of the Private Placement. The number of Fee Shares is equal to 8% of the aggregate proceeds of the Private Placement divided by the issue price of CDN$0.004 per Common Share, other than proceeds arising from purchases of Subscription Receipts by investment funds or accounts managed by Goodwood or by certain other specified investors. The Company also today issued 125,000,000 Common Shares (the "Dundee Shares") to Dundee Securities Europe LLP ("Dundee") as a fee for the financial advisory services provided by Dundee to the Company in connection with the Company's search for a strategic transaction. On April 28, 2015, the Toronto Stock Exchange (the "TSX") gave its conditional approval for the Private Placement to proceed, the Fee Shares and Dundee Shares to be issued, conversion of the Company's debentures to proceed and for the listing of additional Company pre-consolidation shares on the TSX, subject to the private placement and the debenture conversion closing and other standard and customary conditions. For further details regarding the Company's debentures and pre-consolidation shares, please see the April 20, 2015 press release. The Company is working on effecting the Escrow Release Conditions as soon as possible within the next several months at which time the Subscription Receipts will be converted into Common Shares and the proceeds of the Private Placement will be released from escrow. However, as described in the April 20, 2015 press release, there is no certainty that the Escrow Release Conditions will be satisfied and, if they are not, or certain specified triggering events occur prior to the Escrow Release Conditions being satisfied, the proceeds of the Private Placement, together with interest earned thereon, will be returned to the holders of the Subscription Receipts. About Ram Power, Corp. Ram Power is a renewable energy company engaged in the business of acquiring, exploring, developing, and operating geothermal properties, and has interests in geothermal projects in the United States, Canada, and Latin America. 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 Transaction. 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 Transaction will not be completed as contemplated, or at all, because the necessary regulatory approvals are not received or other conditions to completion of the Transaction are not satisfied. 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 assumptions about the details of the Transaction. These factors should be considered carefully and readers of this press release should not place undue reliance on forward-looking information. 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.
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