Mr. Fraser Atkinson reports
OAKMONT MINERALS AND GREENPOWER MOTOR COMPANY
ANNOUNCE ENTRY INTO DEFINITIVE AGREEMENT FOR PROPOSED BUSINESS COMBINATION
AND FILING OF MEETING MATERIALS
Oakmont Minerals Corp. and GreenPower Motor Company Inc. have entered into a definitive amalgamation agreement, dated effective April 14, 2014, whereby Oakmont will acquire all of the outstanding
common shares of GreenPower.
In connection with the transaction, 0999314 B.C. Ltd., a wholly owned subsidiary of Oakmont, will amalgamate with GreenPower, the amalgamated company will become a
wholly owned subsidiary of Oakmont and Oakmont will issue common shares of Oakmont to the former holders of GreenPower shares.
In connection with the transaction, Oakmont intends to effect a consolidation
of the outstanding Oakmont shares on or before the closing of the transaction at a ratio of one
postconsolidation Oakmont share for every two preconsolidation Oakmont shares.
Currently, Oakmont has 12,252,000 issued and outstanding Oakmont shares. Accordingly, the
total number of Oakmont shares issued and outstanding after the consolidation is expected to
be 6,126,000. The Oakmont shares issuable to GreenPower shareholders are expected to be
issued on a one-for-one basis (postconsolidation), such that Oakmont is expected to issue an
aggregate of 58,032,149 Oakmont shares to the GreenPower shareholders. The transaction is
expected to constitute a reverse takeover of Oakmont under the policies of the TSX Venture
Exchange.
The name of the resulting issuer will be GreenPower Motor Company Inc.
Oakmont intends to complete a concurrent financing in
connection with the transaction. It is intended that the concurrent financing will consist of the
issuance of 16 million subscription receipts. Each subscription
receipt will be issued at a price of 25 cents per subscription receipt and will, concurrent with the
closing of the transaction, be automatically converted into one Oakmont share for no
additional consideration. In the event that the transaction has not been closed by a date to be
determined by the parties, the proceeds from the sale of the subscription receipts will be
returned to the subscribers on a pro rata basis. The gross proceeds of an aggregate of
$4-million are intended to be used for the operating capital of the resulting issuer.
The transaction is subject to the satisfaction or waiver of the conditions set out in the amalgamation agreement, including the approval of the exchange and the approval of
GreenPower shareholders and Oakmont shareholders, which is to be sought at meetings of
such shareholders scheduled to be held on May 16, 2014. A detailed
description of the transaction and the meetings is included in the joint information circular,
which was mailed to such shareholders on April 22, 2014, and is available on Oakmont's and
GreenPower's respective profiles on SEDAR.
We seek Safe Harbor.
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