BOISE, IDAHO--(Marketwired - Oct. 16, 2014) - U.S. Geothermal Inc. (TSX: GTH )(NYSE MKT: HTM ) (the "Company"), a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy, announced today that it has signed an Agreement and Plan of Merger (the "Agreement") to acquire Earth Power Resources ("EPR"). Under the terms of the Agreement, EPR will be merged with and into U.S. Geothermal. EPR shareholders will receive a total of six hundred ninety-two thousand seven hundred sixty-nine (692,769) shares of U.S. Geothermal stock in exchange for all outstanding shares of EPR stock. EPR will have no outstanding debts or unpaid obligations at the time the transaction closes. The transaction is expected to close by the end November 2014 following shareholder approval by EPR Shareholders.
The assets acquired from EPR include geothermal leases covering 26,017 acres in Nevada representing three projects, as well as EPR's complete geothermal resource database of new project opportunities located throughout the western United States. EPR's management evaluated and compiled the database over its nearly 40 years of geothermal exploration experience.
Resource reports prepared for EPR over the past several years by GeothermEx Inc., a consulting geothermal engineering firm, provide estimates that the energy potential contained within the three projects is in the range of 158 to 359 megawatts.
The exploration projects acquired are:
| Property | Acres | Megawatts (90% probability) | Megawatts (Most Likely) | Megawatts (50% probability) | ||||
| Crescent Valley | 21,316 | 71 | 127 | 186 | ||||
| Ruby Valley (lease pending) | 2,141 | 67 | 92 | 132 | ||||
| Lee Hot Springs | 2,560 | 20 | 29 | 41 | ||||
| Total | 26,017 | 158 | 248 | 359 |
The megawatt estimates contained in these independent reports represent the potential energy, or heat-in-place contained within the project boundary, which demonstrates that these prospects are very attractive development targets with identified geothermal resources. The actual, producible power generation may be significantly different than the heat-in-place calculations, and will depend upon the discovery of commercial temperatures and permeability.
In parallel with the closing of the EPR transaction, U.S. Geothermal has acquired an additional 2,960 acres of private geothermal lease rights necessary to fully develop the Crescent Valley resource.
"We are very pleased to add the Earth Power development resources to our development project portfolio," said Dennis Gilles, Chief Executive Officer of U.S. Geothermal Inc. "Earth Power Resources, under the leadership of Ronald Barr, has had tremendous success with the early stage development of numerous projects over the past 4 decades, that went on to be successfully developed geothermal projects in operation today. We are pleased to take over the reins from Ron and advance these excellent opportunities to their final stage of development. We are also pleased to have Ron working with our team over this next year, as we move these projects forward. We had previously announced that our plan for continued growth would come through a combination of the development of internal projects and growth through strategic acquisition - this acquisition continues the execution of that plan."
About U.S. Geothermal Inc.:
U.S. Geothermal Inc. is a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy and is operating geothermal power projects at Neal Hot Springs, Oregon, San Emidio, Nevada and Raft River, Idaho. The company is currently developing a project at the Geysers, California, a second phase project at San Emidio Nevada, as well as El Ceibillo, an advanced stage, geothermal prospect located within a 24,710 acre (100sq km) energy rights concession area located 8.5 miles (14 km) from Guatemala City, the largest city in Central America.
Please visit our Website at: http://www.usgeothermal.com
The information provided in this news release may contain forward-looking statements within the definition of the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995. Readers are cautioned to review the risk factors identified by the company in its filings with US and Canadian securities agencies. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the future operating or financial performance of U.S. Geothermal, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. These forward-looking statements may include statements regarding perceived merit of properties; interpretation of the results of well tests; project development; resource megawatt capacity; capital expenditures; timelines; strategic plans; or other statements that are not statements of fact. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from U.S. Geothermal's expectations include the uncertainties involving the availability of financing in the debt and capital markets; uncertainties involved in the interpretation of results of well tests; the need for cooperation of government agencies in the development and operation of properties; the need to obtain permits and governmental approvals; risks of construction; unexpected cost increases, which could include significant increases in estimated capital and operating costs; and other risks and uncertainties disclosed in U.S. Geothermal's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the United States Securities and Exchange Commission and Canadian securities regulatory authorities and in other U.S. Geothermal reports and documents filed with applicable securities regulatory authorities from time to time. Forward-looking statements are based on management's expectations, beliefs and opinions on the date the statements are made. U.S. Geothermal Inc. assumes no obligation to update forward-looking statements if management's expectations, beliefs, or opinions, or other factors, should change.
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