U.S. Geothermal Inc. Announces 1-for-6 Share Consolidation

U.S. Geothermal (NYSEMKT:HTM), a leading and profitable renewable energy company focused on the development, production, and sale of electricity from geothermal energy, announced today that its Board of Directors has approved a 1-for-6 share consolidation, otherwise referred to as a reverse stock split, of its issued and outstanding shares of common stock. The 1-for-6 share consolidation will be effective upon the filing and effectiveness of a Certificate of Amendment to the Company’s Certificate of Incorporation after market close on November 9, 2016. Shares of the Company’s common stock will begin trading on a split-adjusted basis when the market opens on November 10, 2016.
At the Company’s 2016 annual stockholder meeting, held on September 30, 2016, the Company’s stockholders granted authority to the Board of Directors to effect a share consolidation of the common stock at an exchange ratio of not less than 1-for-2 and not greater than 1-for-6 by filing an amendment to the Certificate of Incorporation, and to implement the share consolidation at any time within one year from the date of the annual stockholder meeting.
The Company’s common stock will continue to trade on the NYSE MKT under the trading symbol “HTM”, but will trade under the following new CUSIP number starting November 10, 2016: 90338S 20 1. As a result of the share consolidation, each six pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the shareholder. The number of outstanding common shares will be reduced from approximately 113.3 million to approximately 18.9 million shares.
The Company’s transfer agent, Computershare, will act as the exchange agent for the share consolidation. No fractional shares will be issued as a result of the share consolidation. Stockholders who would otherwise be entitled to a fractional share will receive, in lieu thereof, a cash payment, which shall represent the pro-rata portion of the net proceeds (after customary brokerage commissions and other expenses are paid) attributable to the post-split sale into the market of all the fractional shares resulting from the share consolidation.
“We believe this proactive measure, approved by our stockholders, will greatly improve the relevance and precision of our financial metrics,” said Dennis Gilles, CEO of U.S. Geothermal. “Additionally, we believe that a higher share price may attract additional brokerage firms and institutional investors, who previously may have been prohibited from investing in shares of the Company.”
Additional information about the share consolidation can be found in the Company’s definitive proxy statement and additional proxy materials on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”), available free of charge at the SEC’s website, www.sec.gov, or at U.S. Geothermal’s website: www.usgeothermal.com.
About U.S. Geothermal Inc.:
U.S. Geothermal Inc. is a leading and profitable renewable energy company focused on the development, production and sale of electricity from geothermal energy. The Company is currently operating geothermal power projects at Neal Hot Springs, Oregon, San Emidio, Nevada and Raft River, Idaho for a total power generation of approximately 45 MWs. The Company is also developing an additional estimated 90 MWs of projects at: the Geysers, California; a second phase project at San Emidio, Nevada; at Crescent Valley, Nevada; and the El Ceibillo project located near Guatemala City, Guatemala. The Company’s growth strategy is to reach 200 MWs of generation by 2021 through a combination of internal development and strategic acquisitions.
For more information, please visit our website at: https://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, development schedules or estimated resources 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, 2015 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.
The NYSE MKT does not accept responsibility for the adequacy of this release.