Vancouver, British Columbia – April 23, 2014 – Oakmont Minerals Corp. (TSXV: OMK) (“Oakmont”) and GreenPower Motor Company Inc. (“GreenPower”) are pleased to announce that they have entered into a definitive amalgamation agreement dated effective April 14, 2014 (the “Amalgamation Agreement”) whereby Oakmont will acquire all of the outstanding common shares (“GreenPower Shares”) of GreenPower (the “Transaction”).
In connection with the Transaction, 0999314 B.C. Ltd., a wholly-owned subsidiary of Oakmont (“Subco”), will amalgamate with GreenPower, the amalgamated company will become a wholly-owned subsidiary of Oakmont, and Oakmont will issue common shares of Oakmont (each, an “Oakmont Share”) to the former holders of GreenPower Shares (“GreenPower Shareholders”). In connection with the Transaction, Oakmont intends to effect a consolidation of the outstanding Oakmont Shares on or before the closing of the Transaction at a ratio of one (1) post-consolidation Oakmont Share for every two (2) pre-consolidation Oakmont Shares. Presently, Oakmont has 12,252,000 issued and outstanding Oakmont Shares. Accordingly, the total number of Oakmont Shares issued and outstanding after the consolidation is expected to be 6,126,000. The Oakmont Shares issuable to GreenPower Shareholders are expected to be issued on a one for one basis (post-consolidation), such that Oakmont is expected to issue an aggregate of 58,032,149 Oakmont Shares to the GreenPower Shareholders. The Transaction is expected to constitute a Reverse Takeover of Oakmont under the policies of the TSX Venture Exchange (the “Exchange”).
The name of the resulting issuer will be GreenPower Motor Company Inc.
Oakmont intends to complete a concurrent financing (the “Concurrent Financing”) in connection with the Transaction. It is intended that the Concurrent Financing will consist of the issuance of 16,000,000 subscription receipts (each, a “Subscription Receipt”). Each Subscription Receipt will be issued at a price of $0.25 per Subscription Receipt and will, concurrent with the closing of the Transaction, be automatically converted into one Oakmont Share for no additional consideration. In the event that the Transaction has not been closed by a date to be determined by the parties, the proceeds from the sale of the Subscription Receipts will be returned to the subscribers on a pro rata basis. The gross proceeds of an aggregate of $4,000,000 are intended to be used for the operating capital of the resulting issuer.
The Transaction is subject to the satisfaction or waiver of the conditions set out in the Amalgamation Agreement, including the approval of the Exchange and the approval of GreenPower Shareholders and Oakmont Shareholders, which is to be sought at meetings of such shareholders scheduled to be held on May 16, 2014 (the “Meetings”). A detailed description of the Transaction and the Meetings is included in the joint information circular which was mailed to such shareholders on April 22, 2014 and is available on Oakmont’s and GreenPower’s respective profiles on SEDAR at www.sedar.com.
None of the Oakmont securities issued in connection with the Transaction or the Concurrent Financing may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the securities in any state where such offer, solicitation, or sale would be unlawful.
On Behalf of the Board of Directors of Oakmont and GreenPower.
OAKMONT MINERALS CORP.
“Fraser Atkinson”
Fraser Atkinson
Chairman, Chief Executive Officer and Director
Phone: (604) 220-8048
Fax: (604) 681-1867
GREENPOWER MOTOR COMPANY INC.
“Phillip Oldridge”
Phillip Oldridge
President, Chief Executive Officer and Director Phone: (778) 383-3109
Fax: (604) 681-1867
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 Statements
Statements contained in this news release that are not historical facts constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of this release. Forward-looking statements include, without limitation, possible events, statements with respect to the Transaction. The words “is expected” or “estimates” or variations of such words and phrases or statements that certain actions, events or results “may” or “could” occur and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Oakmont and GreenPower as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Transaction and the Concurrent Financing, use of proceeds from the Concurrent Financing and the expected closing of the Transaction. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include failure of Oakmont or GreenPower to obtain the necessary approvals for the Transaction and any other factors that may cause the Transaction not to be completed. Many of these factors could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Oakmont and GreenPower in this release. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. All of the forward-looking statements made in this release are qualified by these cautionary statements. Although Oakmont and GreenPower believe that the expectations in the forward-looking statements are reasonable, actual results may vary, and future results, levels of activity, performance or achievements cannot be guaranteed.
