VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 25, 2012) - Oakmont Capital Corp. (TSX VENTURE:OMK.P) ("Oakmont" or the "Company") today announces that it has signed a Share Exchange Agreement dated October 25, 2012 (the "SEA") with 0939181 B.C. Ltd. (the "Target"), a British Columbia company, and all the shareholders of the Target, pursuant to which Oakmont will acquire all the issued and outstanding shares of the Target (the "Transaction"). The Target's wholly-owned subsidiary, Utah Manganese, Inc. ("Utah Manganese"), a Utah company, holds 150 claims on four properties (the "Properties") located near Moab, Utah that are prospective for manganese. The Transaction is subject to the approval of the TSX Venture Exchange (the "Exchange") and is intended to constitute Oakmont's "qualifying transaction" as defined in Exchange Policy 2.4 concerning capital pool companies (the "CPC Policy").
Utah Manganese has staked claims on four properties near Moab, Utah (see attached map: http://media3.marketwire.com/docs/omk.pdf) including:
- Dubinky Well (50 claims)
- Duma Point (70 claims)
- Moab Fault (15 claims)
- Flat Iron (15 claims)
Utah Manganese evaluated numerous properties before staking these claims, which are believed to be the best prospects for manganese in the area. Utah Manganese completed the necessary surveys and submitted an exploration program, which was approved for the construction of travel routes, four drill pads (two each on Dubinky Well and Duma Point), mobilization of the drilling equipment and the reclamation work. Utah Manganese obtained the notice of acceptance for manganese exploration drilling by the U.S. Department of the Interior, which included site visits, surveys, and review of cultural and paleontological resources. Utah Manganese posted a bond and is permitted for exploration activities on Dubinky Well and Duma Point by the State of Utah until November 30, 2013.
A total of 19 holes covering more than 2,000 feet have been drilled on Dubinky Well and Duma Point under this program and Utah Manganese is in the process of submitting samples to an independent lab for testing.
Oakmont has engaged Apex Geoscience Ltd. ("Apex") to provide independent professional geological services for Oakmont. Apex has done a site visit during the time that Utah Manganese was drilling the Dubinky property. Apex has been engaged to prepare a report in accordance with National Instrument 43-101 ("NI 43-101") with respect to the Properties, which report will include a proposed work program and budget for the exploration and development of the Properties. It is anticipated that the Company will be able to cover the costs of this program with its existing resources and the funds obtained through a proposed private placement, as more particularly described below, but, should the actual amounts be greater than anticipated, the Company may need to obtain further financing.
Summary of the Proposed Transaction
Pursuant to the terms of the SEA, as consideration for the purchase of 100% of the issued and outstanding shares of the Target, Oakmont has agreed to issue 3,352,000 common shares of the Company to the shareholders of the Target.
As Oakmont and the Target are non-arm's length parties, the proposed Transaction will be a Non-Arm's Length Qualifying Transaction, as defined in the policies of the Exchange. Accordingly, the Transaction will be subject to approval of the shareholders of the Company. Each of Oakmont's current directors are shareholders of the Target. Fraser Atkinson, a British Columbia resident, is the controlling shareholder and sole director of the Target. Gavin Harrison is the Vice President of Operations and Bill Harrison is the Vice President of Exploration of the Target.
The Transaction will be subject to the provisions of the CPC Policy relating to sponsorship and sponsorship requirements. Oakmont may make an application to the Exchange for a waiver of the sponsorship requirements. There are no assurances that the Exchange will grant such waiver. If a waiver is not received, Oakmont expects to retain Canaccord Genuity Corp. ("Canaccord") to act as sponsor for the Transaction pursuant to Canaccord's right of first refusal under Oakmont's current agency agreement with Canaccord that was entered into in connection with the Company's initial public offering.
An information circular in respect of the proposed Transaction will be prepared and filed on SEDAR in accordance with the CPC Policy. A press release will be issued when the information circular has been filed on SEDAR.
The proposed Transaction is subject to a number of conditions, including, but not limited to, the following: the satisfaction of the initial listing requirements of the Exchange; Exchange approval of the QT; receipt of a report with respect to the Properties completed in accordance with NI 43-101; entry into a sponsorship agreement or obtaining a waiver of sponsorship; and receipt of the approval of the board of directors of Oakmont and the shareholders of the Oakmont.
The Company's Shares will remain halted pending receipt by the Exchange of certain required materials from the Company. The Company will issue a further news release upon finalization and filing of the aforementioned NI 43-101 compliant report.
It is a condition of closing of the Transaction that the Target produce financial statements as it does not currently have any financial statements.
The Concurrent Financing
In connection with the proposed Transaction, Oakmont also plans to complete a concurrent private placement, the exact terms of which will be determined at a later date. The Company intends to use the proceeds of the private placement to fund the costs of the proposed Transaction, to finance the work program as detailed in the NI 43-101 report, and to finance the general working capital expenses of the resulting issuer upon completion of the Transaction. A finder's fee may be paid on the private placement on terms to be determined and in accordance with Exchange policies. Oakmont will issue a subsequent news release once the Company has finalized the terms of the proposed private placement.
The Resulting Issuer
Following completion of the Transaction, the resulting issuer will be classified as a mining issuer under the policies of the Exchange and will proceed to carry on business in the mining exploration sector. At the closing of the Transaction (the "Closing"), and subject to compliance with applicable corporate laws, Fraser Atkinson, Mark Achtemichuk, Malcolm Clay and Theo Sanidas, who are currently members of the Company's board of directors, will continue to serve as directors of the resulting issuer. For a description of the backgrounds of the current officers and directors of Oakmont, see its final prospectus as filed on SEDAR on May 12, 2011, which is available at www.sedar.com. Gavin Harrison is the Target's Vice President of Operations and Bill Harrison is the Target's Vice President of Exploration. Each will remain in such positions with the Target after completion of the Transaction. Gavin Harrison is the President of Harrison Land Services, a company that specializes in the acquisition, exploration and management of data for mineral properties. Bill Harrison is a co-founder of Harrison Land Services and has extensive knowledge and skills related to excavation; including drill site construction & access. Gavin Harrison and Bill Harrison have been actively involved in all aspects of the mining industry for several decades in the Mid-West of the United States including prospecting and exploration for oil and gas, uranium, potash, vanadium, copper, silver and gold. They have assembled a team of geologists and advisors for this project.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Canaccord Genuity Corp. may be retained as a sponsor in connection with the proposed Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or its likely completion.
Proposed transaction with Global Min-Metal Holdings SA
Oakmont Capital Corp. also announces today that it has terminated its previously announced Proposed Transaction with Global Min-Metal Holdings SA.
About the Company
Oakmont was incorporated under the provisions of the Business Corporations Act (British Columbia) on March 30, 2010, and is classified as a "capital pool company" as defined in the TSX Venture Exchange Policy 2.4. The Company was listed on the TSX Venture Exchange on June 21, 2011 and the current directors of the Company are Fraser Atkinson, Mark Achtemichuk, Malcolm Clay and Theo Sanidas. To date, Oakmont has been engaged in the business of identifying a QT.
On behalf of the board of directors of OAKMONT CAPITAL CORP.
Fraser Atkinson, Chief Executive Officer, Chairman and Director
Disclaimer for Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of 0939181 B.C. Ltd., the concurrent private placement; and the anticipated business plan of Oakmont subsequent to completion of the Transaction. Although Oakmont believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Oakmont cautions investors that any forward-looking information provided by Oakmont are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Oakmont's ability to complete the proposed Transaction; the state of the financial markets for Oakmont's equity securities; the state of the market for manganese or other minerals that may be produced generally by the resulting issuer in the event the Transaction is completed; recent market volatility; Oakmont 's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Oakmont is unaware of at this time. The reader is referred to Oakmont 's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through Oakmont's page on SEDAR at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.