VANCOUVER, April 28 /PRNewswire-FirstCall/ - Magma Energy Corp. (TSX: MXY) ("Magma") is pleased to announce that its shareholders approved at a special meeting held yesterday all resolutions in connection with its proposed merger with Plutonic Power Corporation ("Plutonic") announced on March 7, 2011 (the "Arrangement").
In particular, Magma's shareholders approved the issuance of up to 156,202,213 common shares of Magma (the "Arrangement Resolution") in connection with the Arrangement which, if completed, will result in Magma acquiring all of the outstanding common shares of Plutonic in exchange for 2.38 common shares of Magma and $0.0001 in cash for each share of Plutonic. In addition, all outstanding stock options to purchase Plutonic shares will be exchanged for options to acquire common shares of Magma in accordance with the same exchange ratio. Magma shareholders also voted to approve the change of Magma's name to "Alterra Power Corp.", to increase the size of the board of directors of Magma to seven, and to elect Donald A. McInnes, Walter T. Segsworth and David S. O'Brien to the Magma board of directors.
The Magma shareholders approved the resolutions by well in excess of the required majorities: (a) 99.91% voted in favour of the arrangement resolution; (b) 99.70% voted in favour of the name change resolution; (c) 99.72% voted in favour of the board composition resolution; and (d) 99.90% voted in favour of electing each of the three new Magma board members.
Completion of the arrangement remains subject to certain conditions, including, the approval of the Plutonic shareholders at a meeting to be held today, and the approval of the British Columbia Supreme Court. An application for court approval is currently scheduled to be heard by the British Columbia Supreme Court on May 3, 2011.
About Magma Energy Corp:
Magma Energy Corp. is a geothermal power company which operates, develops, explores and acquires geothermal energy projects. We have an extensive portfolio of properties throughout the western United States, Iceland, Italy and Latin America, including one operating power plant in Nevada and two in Iceland.
Cautionary Note Regarding Forward-Looking Information
This news release contains certain "forward-looking information" within the meaning of Canadian securities laws, which may include, but is not limited to, statements with respect to future events or future performance, the timing and prospects for Plutonic shareholder approval of the Arrangement, the timing and prospects for court approval of the Arrangement, the timing and prospects for closing or completing the Arrangement, and the implementation of the Arrangement and the Resolutions.
These statements reflect the current views of Magma with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Magma, are inherently subject to significant business, economic, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results to be materially different from the results or expectations that are or may be expressed or implied by such forward-looking statements contained in this press release, and Magma has made assumptions based on or related to many of these factors. Such factors include, without limitation: the risk that the Arrangement will not be approved by Plutonic shareholders or by the court; the risk that all required regulatory and third party approvals to complete the Arrangement will not be obtained; and the risks that may affect the implementation of the Arrangement, or the Resolutions. Forward-looking information and statements are also based upon the assumption that none of the identified risk factors that could cause actual results to differ materially from the forward-looking information and statements will occur.
Although Magma has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. 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. Accordingly, prospective investors should not place undue reliance on forward-looking information.
Other than as required by applicable securities laws, Magma assumes no obligation to update or revise such forward-looking information to reflect new events or circumstances.
SOURCE Magma Energy Corp.