Under the terms of the Agreement, EPR was merged with and into U.S. Geothermal. A total of six hundred ninety-two thousand seven hundred sixty-nine (692,769) shares of U.S. Geothermal stock were issued in exchange for all outstanding shares of EPR stock. In addition to the shares issued, $42,934 in cash was also provided at close to allow EPR to pay outstanding obligations.
The transaction was unanimously approved by EPR Shareholders.
The assets acquired from EPR include geothermal leases covering 26,017 acres in Nevada, representing three projects that have an energy potential estimated in the range of 158 to 359 megawatts.
Also included is EPR’s complete geothermal resource database of new project opportunities located throughout the western United States, which EPR had compiled over its nearly 40 years of geothermal exploration experience.
Under the terms of the agreement, fifty percent (50%) of the new stock issued for the acquisition will be held in reserve by the Company for 6 months to cover any potential undisclosed claims against EPR.
The non-reserved 50% of new stock will be delivered to the EPR shareholders upon surrender of their EPR share certificates, but trading of the new USG shares is restricted under SEC Rule 144 for a period of 6 months.
"We are very pleased to have added the Earth Power project portfolio to our development pipeline and look forward to advancing the development of these excellent opportunities," said Dennis Gilles, Chief Executive Officer of U.S. Geothermal Inc. "We are also pleased to continue our growth through a combination of the development of internal projects and growth through strategic acquisition – this acquisition continues the execution of that plan."
