U.S. Geothermal (HTM) Announces One-for-Six Reverse Stock Split

October 31, 2016 9:02 AM EDT
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U.S. Geothermal Inc. (NYSE: HTM) announced 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.



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