OMK.P Oakmont Minerals Corporation

Oakmont Capital Corp. (TSX VENTURE:OMK.P) ("Oakmont" or the "Company") today
announces that it has signed a Share Exchange Agreement dated October 25, 2012
(the "SEA") with 0939181 B.C. Ltd. (the "Target"), a British Columbia company,
and all the shareholders of the Target, pursuant to which Oakmont will acquire
all the issued and outstanding shares of the Target (the "Transaction"). The
Target's wholly-owned subsidiary, Utah Manganese, Inc. ("Utah Manganese"), a
Utah company, holds 150 claims on four properties (the "Properties") located
near Moab, Utah that are prospective for manganese. The Transaction is subject
to the approval of the TSX Venture Exchange (the "Exchange") and is intended to
constitute Oakmont's "qualifying transaction" as defined in Exchange Policy 2.4
concerning capital pool companies (the "CPC Policy").


Utah Manganese

Utah Manganese has staked claims on four properties near Moab, Utah (see
attached map: http://media3.marketwire.com/docs/omk.pdf) 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 the State of Utah until November 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. ("Apex") 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 ("NI
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 below, 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% 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 British Columbia 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 CPC 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. ("Canaccord") 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
fund 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
(the "Closing"), and subject to compliance with applicable corporate laws,
Fraser 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 www.sedar.com. Gavin Harrison is
the Target's Vice President of Operations and Bill Harrison is the Target's Vice
President of Exploration. Each will remain in such positions with the Target
after completion of the Transaction. Gavin Harrison is the President of Harrison
Land Services, a company that specializes in the acquisition, exploration and
management of data for mineral properties. Bill Harrison is a co-founder of
Harrison Land Services and has extensive knowledge and skills related to
excavation; including drill site construction & access. Gavin Harrison and Bill
Harrison have been actively involved in all aspects of the mining industry for
several decades in the Mid-West 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 advisors 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.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed
Transaction and has neither approved nor disapproved the contents of this press
release.


Canaccord Genuity Corp. 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 SA.


About the Company

Oakmont was incorporated under the provisions of the Business Corporations Act
(British Columbia) on March 30, 2010, and is classified as a "capital pool
company" as defined in the TSX Venture Exchange Policy 2.4. The Company was
listed on the TSX Venture Exchange on June 21, 2011 and the current directors of
the Company are Fraser Atkinson, Mark Achtemichuk, Malcolm Clay and Theo
Sanidas. To date, Oakmont has been engaged in the business of identifying a QT.


On behalf of the board of directors of OAKMONT CAPITAL CORP.

Fraser Atkinson, Chief Executive Officer, Chairman and Director

Disclaimer for Forward-Looking Information

This press release contains forward-looking information within the meaning of
Canadian securities laws. Such information includes, without limitation,
information regarding the completion of the proposed acquisition of 0939181 B.C.
Ltd., the concurrent private placement; and the anticipated business plan of
Oakmont subsequent to completion of the Transaction. Although Oakmont believes
that such information is reasonable, it can give no assurance that such
expectations will prove to be correct.


Forward looking information is typically identified by words such as: believe,
expect, anticipate, intend, estimate, postulate and similar expressions, or are
those, which, by their nature, refer to future events. Oakmont cautions
investors that any forward-looking information provided by Oakmont are not
guarantees of future results or performance, and that actual results may differ
materially from those in forward looking information as a result of various
factors, including, but not limited to: Oakmont's ability to complete the
proposed Transaction; the state of the financial markets for Oakmont's equity
securities; the state of the market for manganese or other minerals that may be
produced generally by the resulting issuer in the event the Transaction is
completed; recent market volatility; Oakmont 's ability to raise the necessary
capital or to be fully able to implement its business strategies; and other
risks and factors that Oakmont is unaware of at this time. The reader is
referred to Oakmont 's most recent annual and interim Management's Discussion
and Analysis for a more complete discussion of such risk factors and their
potential effects, copies of which may be accessed through Oakmont's page on
SEDAR at www.sedar.com.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Oakmont Capital Corp.
Fraser Atkinson
Chief Executive Officer, Chairman and Director
(604) 220-8048

Oakmont Minerals Corporation (TSXV:OMK.P)
Historical Stock Chart
From May 2024 to Jun 2024

Oakmont Minerals Corporation (TSXV:OMK.P)
Historical Stock Chart
From Jun 2023 to Jun 2024