NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
OAKMONT MINERALS CORP.
(formerly Oakmont Capital Corp.)
ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION AND FINANCING
VANCOUVER, BRITISH COLUMBIA – July 3, 2013 – Oakmont Minerals Corp. (formerly Oakmont Capital Corp.) (TSXV: OMK) (the “Company”) is pleased to announce that it has completed its Qualifying Transaction (as defined in the policies of the TSX Venture Exchange (the “Exchange”)), as previously announced in its press releases of October 25, 2012, March 1, 2013 and May 14, 2013, and as more particularly described in its information circular dated April 12, 2013 (the “Information Circular”), which is available on SEDAR at www.sedar.com. As a result of the completion of the Qualifying Transaction, the Company has ceased to be a Capital Pool Company (as defined in the policies of the Exchange). The Company expects to commence trading as a Tier 2 Mining Issuer on the Exchange at the opening of the market on Monday, July 8, 2013. The new trading symbol of the Company will be “OMK”.
The Company completed the Qualifying Transaction through the closing of a share exchange agreement, dated October 25, 2012 (the “Agreement”), with 0939181 B.C. Ltd. (“PrivateCo”), a private company incorporated under the laws of British Columbia, Canada, and all of the shareholders of PrivateCo (the “PrivateCo Shareholders”). Under the terms of the Agreement, the Company acquired all of the issued and outstanding shares of PrivateCo from the PrivateCo Shareholders in exchange for the issuance of an aggregate of 3,352,000 common shares in the capital of the Company (each, a “Share”). The Qualifying Transaction was approved at the Company’s annual general and special meeting of shareholders held on May 14, 2013 by way of ordinary resolution and a resolution of a majority of the disinterested shareholders of the Company.
PrivateCo holds all of the issued and outstanding shares of Utah Manganese, Inc., a private company incorporated under the laws of Utah, USA, which holds the Duma Point, Dubinky Well, Moab Fault and Flat Iron properties consisting of a total of 150 mineral claims totalling 1,250 hectares located 25 to 50 Kilometers from Moab, in southeast Utah (together, the “Utah Manganese Properties”). The Utah Manganese Properties is the Company’s Qualifying Property.
The Concurrent Financing
In connection with the Qualifying Transaction, the Company completed a non-brokered private placement financing (the “Financing”) of an aggregate of 2,100,000 units (each, a “Unit”) at a price of $0.15 per Unit for total gross proceeds of $315,000. Each Unit is comprised of one Share and one half of one share purchase warrant (each whole warrant, a “Warrant”) with each Warrant exercisable into one Share for a period of three years from the date hereof at an exercise price of $0.20 per Share. The Company did not pay any finder’s fees in connection with the completion of the Financing.
Directors and Officers
In connection with the closing of the Qualifying Transaction, David Terry was appointed as a director and officer of the Company. Other than the addition of Dr. Terry, the current directors and officers of the Company remain and the directors and officers of the Company are as follows:
Fraser Atkinson, Chief Executive Officer, Chairman and Director
Mark Achtemichuk, Chief Financial Officer, Secretary and Director
Matthew Hamilton, Vice-President
Theo Sanidas, Director
Malcolm Clay, Director
David Terry, Director and Technical Advisor
For further biographical information about the foregoing persons, please refer to the Information Circular.
Stock Options
The Company has also granted an aggregate of 500,000 incentive stock options to directors of the Company. Each of these options is exercisable into one Share for a period of five years at a price of $0.20 per Share. The option grants are subject to the approval of the Exchange. For further details of these option grants, please refer to the Information Circular.
Sponsorship
Pursuant to Policy 2.2 of the Exchange, sponsorship is generally required in conjunction with a Qualifying Transaction. However, the Company applied for a waiver of the sponsorship requirement on the basis that: (a) the Company will not be a Foreign Issuer (as defined in Exchange Policy 2.2); (b) the board and management of the Company meet a high standard and collectively possess appropriate experience, qualifications and history that indicate positive results with junior companies; and (c) the Company will be a mining issuer satisfying the initial listing requirements of the Exchange and the technical report with respect to the Utah Manganese Properties is current. The final waiver is subject to the approval of the Exchange, which shall be evidenced upon the issuance of the final bulletin of the Exchange in connection with the Qualifying Transaction.
Escrow Shares
The Information Circular disclosed that 3,352,000 exchange Shares would be deposited into value escrow upon closing of the Qualifying Transaction. Pursuant to the policies of the Exchange, such Shares have been deposited into surplus escrow, which results in less favourable escrow release provisions to the holders of such Shares.
In addition, as a result of certain directors participating in the financing for an aggregate of 1,000,000 Units for total gross proceeds of $150,000, an additional 1,000,000 Shares have been deposited into value escrow upon completion of the Financing and Qualifying Transaction. All or a portion of the 500,000 Shares which may be acquired upon exercise of the Warrants will also be required to be deposited into escrow if the Warrants are exercised during the escrow period.
Hold Periods
The Shares and Warrants issued in connection with the Financing and the Shares that were issued to the PrivateCo Shareholders in connection with the Qualifying Transaction are all subject to our month and one day hold period under applicable Canadian securities laws commencing at the date hereof. None of such securities have been or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
About the Company
As a result of the completion of the Qualifying Transaction, the Company will now be a natural resource company engaged in the acquisition, exploration and development of mineral properties, with its primary focus on the Utah Manganese Properties.
ON BEHALF OF THE BOARD
OAKMONT MINERALS CORP.
Per: “Fraser Atkinson”
Fraser Atkinson
Chief Executive Officer, Chairman and Director
For further information, please contact:
Fraser Atkinson
Phone: 604.220.8048
Oakmont Minerals Corp.
910 – 355 Burrard Street,
Vancouver, B.C.
V6C 2G8
Fax: 604.683.2965
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Disclaimer for Forward-Looking Statements
Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as “expects”, “intends”, “plans”, “may”, “could”, “should”, “anticipates”, “likely”, “believes” and words of similar import also identify forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of factors beyond the Company’s control. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.
