Oakmont Minerals (OMK-V) and GreenPower Motor Company Inc. have entered into a non-binding letter of intent dated Nov. 21, 2013, pursuant to which Oakmont has agreed to acquire all of the issued and outstanding shares of GreenPower. Upon successful closing of the Acquisition, GreenPower will be a wholly-owned subsidiary of Oakmont. The Acquisition will constitute a Reverse Takeover of Oakmont, as defined in the policies of the TSX Venture Exchange (the "TSXV").
GreenPower, through its wholly owned subsidiary, GP GreenPower Industries Inc. ("GPI"), is developing electric powered vehicles for commercial markets. GPI has developed the EV 350 transit bus, which is a "state of the art" electric powered transit bus deploying the latest electric drive and battery technologies with a lightweight chassis and low floor body. Presently, GPI is building a prototype of the EV 350 for the North American market, using global leading suppliers for parts such as batteries, motors and axles, at a manufacturing facility that GPI has secured in China.
The terms of the Acquisition are such that Oakmont will issue one common share for each GreenPower share outstanding after Oakmont has completed a consolidation of its outstanding common shares on a two for one basis. Oakmont presently has 12,252,000 common shares issued and outstanding (6,126,000 common shares after the consolidation). GreenPower presently has 54,598,462 common shares issued and outstanding.
On or before the closing of the Acquisition, GreenPower intends to complete a private placement financing of up to 8,000,000 GreenPower shares at CDN$0.15 per share (US$0.145 per share) to raise gross proceeds of up to CDN$1.2 million. As such, upon completion of the Oakmont consolidation, the GreenPower financing and the Acquisition, it is expected that there will be up to 68,724,462 common shares of Oakmont outstanding.
In connection with the Acquisition, and subject to the approval of the TSXV, Oakmont intends to enter into a secured loan agreement with GreenPower pursuant to which Oakmont will advance CDN$200,000 to GreenPower, which will bear interest at the rate of 10% per annum and have a term of nine months in the event that the Acquisition is not completed (the "Bridge Loan"). GreenPower intends to use the Bridge Loan for the production of the EV 350 prototype. The loan will be secured against all present and after acquired property of GreenPower, including its intellectual property, and a pledge to Oakmont by GreenPower of the shares of GPI.
The LOI is expected to be superseded by a formal definitive agreement which will include terms and conditions customary for a transaction such as the Acquisition, including that the Acquisition be approved by the board of directors and the shareholders (as applicable) of each of Oakmont and GreenPower, and by the TSXV. A copy of the definitive agreement will be filed on SEDAR once executed.
Oakmont intends to apply for an exemption from the sponsorship requirements of the TSXV in connection with the Acquisition, but there is no assurance that such an exemption will be available. If Oakmont determines that such an exemption is not available, it will be required to obtain a sponsor in accordance with TSXV policies, and information with respect to such sponsor will be disclosed at that time. Oakmont will also disclose information with respect to new insiders and control persons of Oakmont upon completion of the Acquisition once such information is available.
In accordance with the policies of the TSXV, trading in common shares of Oakmont has been halted in connection with the announcement of the Acquisition. Trading will remain halted until completion of the Acquisition or until satisfactory documentation with respect to the Acquisition has been filed with the TSXV to allow a resumption of trading.
About GreenPower
GreenPower is a British Columbia corporation that is a reporting issuer in British Columbia and Alberta but is not currently listed on any stock exchange. Its board of directors consists of Phillip Oldridge of Ladysmith, BC, Fraser Atkinson of Vancouver, BC, Theo Sanidas of North Vancouver, BC, and Kay Wong- Alafriz of Vancouver, BC. Mr. Oldridge is a shareholder of GreenPower, directly and indirectly controlling 4,000,000, or 7.3%, of the currently outstanding GreenPower shares, and also serves as its Chief Executive Officer. GreenPower's other principal shareholder is Gerald Conrad of Victoria, BC, who holds 8,140,000, or 14.9%, of the currently outstanding GreenPower shares. Mr. Oldridge and Mr. Conrad are expected to be insiders of Oakmont upon completion of the Acquisition.
As noted above, Fraser Atkinson, the Chief Executive Officer, Chairman and a director of Oakmont, and Theo Sanidas, a director of Oakmont, are also directors of GreenPower. Mr. Atkinson is also the Chairman of GreenPower and holds directly 1,050,00, or 1.9%, of the currently outstanding GreenPower shares. Mr. Sanidas holds directly 750,000, or 1.4%, of the currently outstanding GreenPower shares.
Certain financial and other information with respect to GreenPower and GPI can be found on SEDAR under GreenPower's company profile at www.sedar.com and additional financial information will be disclosed once available. |
