Oakmont Minerals (OMK-V) and GreenPower Motor Company (GPV-V) Dec 29, '14 announce that they have completed the previously announced amalgamation transaction of Oakmont and GreenPower (the "Amalgamation"), which constitutes a Reverse Takeover of Oakmont, as defined in the policies of the TSX Venture Exchange. In connection with the closing of the Amalgamation, Oakmont also completed the first tranche of a private placement financing for gross proceeds of $3,032,500, a consolidation of its issued and outstanding shares on the basis of two pre-consolidation shares for each post-consolidation share (the "Consolidation"), and a change of its name and stock symbol from "Oakmont Minerals to "GreenPower Motor Company Inc. The common shares of the Company are expected to start trading under the new name and symbol on a post-consolidated basis effective December 30, 2014.
Amalgamation and Reverse Takeover
On December 23, 2014, GreenPower and 0999314 B.C. Ltd. (the "Subsidiary"), a wholly-owned subsidiary of Oakmont, completed the Amalgamation pursuant to the amalgamation agreement dated April 14, 2014 (the "Amalgamation Agreement") among Oakmont, GreenPower and the Subsidiary. The company resulting from the amalgamation of GreenPower and the Subsidiary ("Amalco") became a wholly-owned subsidiary of the Company on closing of the Amalgamation. In accordance with the Amalgamation Agreement, the former shareholders of GreenPower were issued an aggregate of 58,032,149 post-consolidated common shares of Oakmont (collectively, the "Consideration Shares") in exchange for their shares of GreenPower. The Amalgamation and related transactions received approval of the shareholders of both Oakmont and GreenPower at their respective shareholders meetings held on May 16, 2014.
Upon closing of the Amalgamation, 25,634,834 Consideration Shares and 200,000 stock options held by former GreenPower shareholders are subject to an Exchange Tier 2 Surplus Security Escrow Agreement whereby these shares are released over 36 months as follows: 5% on the date of the Exchange bulletin, 5% on the date that is 6 months after the Exchange bulletin, 10% on the date that is 12 months after the Exchange bulletin, 10% on the date that is 18 months after the Exchange bulletin, 15% on the date that is 24 months after the Exchange bulletin, 15% on the date that is 30 months after the Exchange bulletin, and 40% on the date that is 36 months after the Exchange bulletin. Also, 3,348,750 Consideration Shares are subject to an Exchange Tier 2 Value Security Agreement whereby these shares are released over 36 months as follows: 10% on the date of the Exchange bulletin, and 15% every 6 months thereafter. In addition, 1,600,000 Consideration Shares are subject to resale restrictions imposed by the Exchange, with 400,000 of these Consideration Shares being released from escrow over a four month period as to 25% each month, and with 1,000,000 of these Consideration Shares being released from escrow over one year as to 25% every three months. The closing of the Amalgamation has been approved by the Exchange.
With the completion of the amalgamation, Phillip Oldridge has become a director of the Company.
Closing of First Tranche of Financing
The Company has closed the first tranche (the "First Tranche") of its previously announced private placement of post-consolidation shares at $0.25 per share to raise minimum gross proceeds of $2,800,000 and maximum gross proceeds of $5,000,000 (collectively, the "Financing"). The Company has raised gross proceeds of $3,032,500 pursuant to the First Tranche of the Financing, through the issuance of 12,130,000 common shares of Oakmont at $0.25 per share partly on a non-brokered basis and partly on a brokered basis. Under the non-brokered portion of the First Tranche, an aggregate of 6,418,000 shares were issued for gross proceeds of $1,604,500. Under the brokered portion of the First Tranche, an aggregate of 5,712,000 shares were issued for gross proceeds of $1,428,000 pursuant to the agency agreement dated effective September 17, 2014 (the "Agency Agreement") among Oakmont, GreenPower and Wolverton Securities Ltd. (the "Agent"). Three of the Directors of Oakmont and GreenPower participated in this offering consisting of Fraser Atkinson for $100,000, Phillip Oldridge for $100,000 and Malcolm Clay for $30,000.
The shares issued pursuant to the First Tranche of the Financing are subject to a statutory hold period expiring on April 24, 2015. Finder's fees of $17,500 were paid to an arm's length finder in connection with the non-brokered portion of the First Tranche. Also, in connection with the brokered portion of the First Tranche and pursuant to the Agency Agreement, the Agent received $99,960 as agent's commission, 40,000 post-consolidation shares (the "Agent's Shares") and options to acquire 284,620 post-consolidation shares (the "Agent's Options") at a price of $0.25 per share until December 23, 2016, and was paid a corporate finance fee and reimbursed for its expenses in connection with the First Tranche. The shares issued to investors in the First Tranche, the Agent's Shares and Agent's Options are subject to a statutory hold period expiring on April 24, 2015. The closing of the First Tranche has been approved by the Exchange. The Company may raise additional funds under subsequent tranches of the non-brokered portion of the Financing, subject to Exchange approval.
After paying the costs of the Financing the Company intends to use $1,100,000 to manufacture two additional EV350 buses and $1,315,000 for sales and marketing, engineering and technical resources, general and administrative with the balance to be used for general corporate purposes.
For additional information regarding the Amalgamation, Financing and related transactions, please refer to the joint information circular of the Company and GreenPower dated April 12, 2014 and the news releases of the Company dated September 23, 2014, October 27, 2014 and December 16, 2014, all of which are available under the Company's profile on SEDAR ( www.sedar.com).
This news release is not an offer of securities of the Company for sale in the United States. The above described issuances of securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This news release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be any sale of the above-described securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About GreenPower Motor Company Inc.
GreenPower Motor Company Inc., through its wholly-owned subsidiary, GP GreenPower Industries Inc. ("GPI"), develops electric powered vehicles for commercial markets. GPI has developed the EV350 transit bus, which is an electric powered transit bus deploying electric drive and battery technologies with a lightweight chassis and low floor body. Presently, GPI is building the EV350 for the North American market, using global suppliers for parts such as batteries, motors and axles, at a manufacturing facility that GPI intends to use in China. For further information go to www.greenpowerbus.com.
For further information contact:
GREENPOWER MOTOR COMPANY INC.
Fraser Atkinson
Chairman and Director
Phone: (604) 220-8048
Fax: (604) 681-1867 |
