Oakmont Capital (OMK-V) shell
6.8 million o/s
Looking to raise $10 million
Oakmont to acquire numbered B.C. company as QT
News Release - Oct 25, 2012
Oakmont Capital Corp. has signed a share exchange agreement dated Oct. 25, 2012, with 0939181 B.C. Ltd., a B.C. company, and all the shareholders of the target, pursuant to which Oakmont will acquire all the issued and outstanding shares of the target. The target's wholly owned subsidiary, Utah Manganese Inc., a Utah company, holds 150 claims on four properties located near Moab, Utah, that are prospective for manganese. The transaction is subject to the approval of the TSX Venture Exchange and is intended to constitute Oakmont's qualifying transaction as defined in exchange Policy 2.4 concerning capital pool companies.
Utah Manganese
Utah Manganese has staked claims on four properties near Moab, Utah, 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 Utah until Nov. 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.
Technical report
Oakmont has engaged Apex Geoscience Ltd. 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 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 herein, 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 per cent 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 B.C. 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 capital pool company 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. 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 finance 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 and subject to compliance with applicable corporate laws, Mr. 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 SEDAR. Mr. Harrison is the target's vice-president of operations, and Mr. Harrison is the target's vice-president of exploration. Each will remain in such positions with the target after completion of the transaction. Mr. Harrison is the president of Harrison Land Services, a company that specializes in the acquisition, exploration and management of data for mineral properties. Mr. Harrison is a co-founder of Harrison Land Services and has extensive knowledge and skills related to excavation, including drill site construction and access. Mr. Harrison and Mr. Harrison have been actively involved in all aspects of the mining industry for several decades in the Midwest 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 advisers 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.
Canaccord Genuity 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.
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