Oakmont Capital Corp. Enters Into Letter Of Internt To Acquire Manganese Property As It’s Qualifying Transaction
VANCOUVER, CANADA, October 20, 2011 – Oakmont Capital Corp. (TSX-V:OMK.P) (“Oakmont” or the “Company”) today announces it has signed a letter of intent dated October 14, 2011 (the “LOI”) with Global Min-Metal Holdings SA (“Global”), which is incorporated in the Republic of Panama, to acquire up to 100% of the right, title and interest of Global in the Viento Frio Concession (the “Viento Frio Concession” or the “Property”), a manganese property located in Panama, as more particularly described below (the “Transaction”). Global holds an option to acquire up to a 100% interest in the Property from Bellhaven Copper & Gold Inc. pursuant to an option agreement dated October 21, 2009 (the “Bellhaven Agreement”). Under the Transaction, Oakmont will acquire Global’s interest in the Bellhaven Agreement for the consideration described below, subject to the terms of the Bellhaven Agreement. To date, Global has made property payments of $340,000 and incurred expenditures of $1,700,000 on the Property. The Transaction is subject to the approval of the TSX Venture Exchange (the “Exchange”) and is intended to constitute Oakmont’s “qualifying transaction” (“QT”) as defined in Exchange Policy 2.4 concerning capital pool companies (the “CPC Policy”). The Viento Frio Concession The Viento Frio Concession is located in the Colon Province of Panama and is comprised of one mineral concession covering an area of 10,363 hectares, which is prospective for manganese. Oakmont is in the process of engaging a geological consulting firm to prepare a report in accordance with National Instrument 43-101 (“NI 43-101”) with respect to the Property. That report will include a proposed work program and budget for the exploration and development of the Property. 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 QT Pursuant to the terms of the LOI, as consideration for the assignment of Global’s interest in the Bellhaven Agreement, Oakmont has agreed to pay Global cash payments of $350,000 over eighteen months and issue 7,181,261 common shares of the Company (each, a “Share”) over the twenty four month term of the definitive agreement to be entered into between the Company and Global (the “Definitive Agreement”). Upon the closing of the Transaction, Oakmont will be required to assume Global’s remaining obligations under the Bellhaven Agreement, which are expected to include cash payments of $360,000 over a twelve month period and exploration expenditures totalling $3,250,000 over an eighteen month period. As Oakmont and Global are at arm’s length, the proposed Transaction will not be a Non Arm’s Length Qualifying Transaction, as defined in the policies of the Exchange. Accordingly, it is expected that a valuation will not be required and that the QT will not be subject to approval of the shareholders of the Company. As a result of the Share issuances described above, Global and its major shareholder, Dr. Michael Hirschberger, are expected to be insiders of Oakmont upon completion of the Transaction. The Company has not received financial statements of Global in connection with the Transaction. The QT 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 QT 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. A filing statement in respect of the proposed Transaction will be prepared and filed on SEDAR in accordance with the CPC Policy. Press releases will be issued when the Definitive Agreement has been entered into and once the filing statement has been filed on SEDAR. The proposed Transaction is subject to a number of conditions, including, but not limited to, the following: negotiation and execution of the Definitive Agreement; the satisfaction of the initial listing requirements of the Exchange; Exchange approval of the QT; receipt of a report with respect to the Viento Frio Concession 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 Oakmont, if applicable. 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. 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 acquisition costs of the proposed QT, 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 QT. A finder’s fee may be paid on the private placement on terms to be determined, 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 IssuerFollowing completion of the QT, 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, Dr. Michael Hirschberger will join the board of directors of the resulting issuer. Fraser Atkinson, Mark Achtemichuk, Malcolm Clay and Theo Sanidas, who are currently members of the board, are expected to 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. Dr. Michael Hirschberger, a resident of Panama, founded Global in 2006 after spending several years conducting due diligence and developing Global’s business model based on his exploration work for manganese ore in Panama. He has recruited a broad range of professionals consisting of local Panamanians with significant experience with international mining companies and seasoned international experts in geology and large scale mining of manganese. Dr. Hirschberger spent the first half of his career in Research & Development, Regulatory Affairs, Business Development and Product Management with Roche, Merck, and Wyeth. More recently Dr. Hirschberger has been with White, Weld & Company, Northern Trust, in Chicago, Chicago Corp. in Chicago, Société Générale S.A. in New York and his own firm, Healthcare Capital Group, based in Geneva, Switzerland, where he served as an analyst; a corporate finance service provider for healthcare companies; and a venture capitalist for early stage medical device and specialty pharmaceutical companies, respectively. 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.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.
Chief Executive Officer, Chairman and Director
For further information, please contact:
Telephone: (604) 220-8048
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.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company’s proposed qualifying transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated