VANCOUVER, CANADA October 27, 2014 – Oakmont Minerals Corp. (TSXV: OMK) (“Oakmont” or the “Company”) provides the following update with respect to the proposed amalgamation (the “Transaction”) of the Company with GreenPower Motor Company Inc. (“GreenPower”), which will constitute a Reverse Takeover of Oakmont, as defined in the policies of the TSX Venture Exchange (the “Exchange”) further to its news releases dated January 14, 2014, April 22, 2014, May 21, 2014 and September 23, 2014.
At this time, Oakmont continues to finalize the Transaction, the closing of which is subject to, among other things, the completion of the Offering (as defined below) and the approval of the Exchange.
Since mailing of the joint information circular in April 2014 and the respective meetings of the shareholders of Oakmont and GreenPower, whereby the Transaction was approved, GreenPower has completed a number of milestones so provides the following business update.
Completion and Delivery of EV350 Bus
In July 2014, GreenPower’s first EV350 electric bus, was delivered to the United States and cleared customs.
GreenPower has been taking the bus on various demonstrations with transit agencies in California, Nevada, the state of Washington and the Province of British Columbia and plans on touring across the continent to demonstrate the bus to other transit agencies in Canada and the United States to identify sales prospects.
GreenPower has also presented the bus at the National Clean Energy Summit 7.0 on September 4, 2014 and the APTA Expo in Houston, Texas from October 12, 2014 to October 15, 2014.
U.S. Federal Motor Vehicle Safety Standards Compliance
In August 2014, the EV350 became U.S. Federal Motor Vehicle Safety Standards (“FMVSS”) compliant. FMVSS, developed and enforced by the U.S. National Highway Traffic Safety Administration, are federal regulations specifying design, construction, performance, and durability requirements for motor vehicles and regulated safety-related components, systems and design features.
Canada has a system of analogous rules called the Canada Motor Vehicle Safety Standards (“CMVSS”),
which overlap substantially but not completely in content and structure with the FMVSS. The EV350 has not yet received CMVSS compliance but GreenPower intends on filing an application and receiving CMVSS compliance.
The U.S. Department of Transportation and Federal Transit Administration also have requirements for companies to sell products to transit authorities and other bodies in the U.S. that received government funding that the EV350 has not yet initiated.
Concurrent Financing & Use of Proceeds
As described in Oakmont’s press release dated September 23, 2014, Oakmont is undertaking a concurrent brokered private placement of a minimum of 16,000,000 common shares and a maximum of 20,000,000 common shares, at a price of $0.25 per post consolidation (on a one (1) for two (2) basis) common share, for minimum aggregate proceeds of $4,000,000 and maximum aggregate proceeds of $5,000,000 (the “Offering”), subject to the receipt of approval from the Exchange. Up to $1,000,000 of the Offering, or such other amount as agreed to between the Company and the agent, may be completed on a non-brokered basis.
After taking into account the selling commissions and fees, the estimated Offering costs and the combined working capital deficiency of Oakmont and GreenPower at September 30, 2014, the estimated funds that will be available to the combined companies (the “Resulting Issuer”) from the Offering would be approximately $3,577,000 under the minimum offering and approximately $4,507,000 under the maximum offering. The Resulting Issuer intends on using the available funds as follows:
| Description of Intended Use of Available Funds listed in Order of Priority | Assuming Min Offering | Assuming Max Offering |
|---|---|---|
| Manufacture between three (3) and (6) additional EV 350 buses(1) | $2,200,000(2) | $3,190,000 |
| Sales and marketing; Engineering and technical resources; general and administrative; and unallocated working capital | $2,200,000(2) | $1,317,000 |
| Use of Total Available Funds | $3,577,000 | $4,507,000 |
(1) The Resulting Issuer plans on manufacturing three (3) EV 350 buses upon closing of the Offering and Transaction. The Resulting Issuer plans on manufacturing additional buses only upon receipt of sales orders. This amount does not contemplate additional sources of funding from deposits, milestone payments and final payments on the sale of EV 350 buses.
(2) The Minimum Offering would only allow for the manufacturing of up to four EV 350 buses.
Fengtai
GreenPower’s first EV 350 was manufactured at Xiamen Fengtai Bus & Coach International Co. Pty Ltd (“Fengtai”), which is part of the Fengtai (Xiamen) Group Co., Ltd., a private company based in China. Fengtai produces high-tech new energy hybrid buses, pure electric buses and Euro 5 low emission luxury buses.
The Resulting Issuer intends on entering into a manufacturing agreement with Fengtai for each production run of buses, however, no such agreement is currently in place for the next anticipated production run.
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.
On Behalf of the Board of Directors of Oakmont and GreenPower.
| OAKMONT MINERALS CORP. | GREENPOWER MOTOR COMPANY INC. |
|---|---|
| “Fraser Atkinson” Fraser Atkinson Chairman, Chief Executive Officer and Director Phone: (604) 220-8048 Fax: (604) 681-1867 | “Phillip Oldridge” Phillip Oldridge President, Chief Executive Officer and Director Phone: (778) 383-3109 Fax: (604) 681-1867 |
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.
Disclaimer for Forward-Looking Statements
Statements contained in this news release that are not historical facts constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of this release. Forward-looking statements include, without limitation, possible events, statements with respect to the Transaction. The words “is expected” or “estimates” or variations of such words and phrases or statements that certain actions, events or results “may” or “could” occur and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Oakmont and GreenPower as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. In particular, this release contains forward-looking information relating to: the intention of the parties to complete the Transaction and the concurrent financing; plans on touring across the continent to demonstrate the EV 350 to other transit agencies in Canada and the United States to identify sales prospects; GreenPower’s intention to file an application and receive CMVSS compliance; initiating applicable U.S. Department of Transportation and Federal Transit Administration approvals; the estimated available funds from the Offering; the use of available funds from the Offering; the intention to enter into a manufacturing agreement with Fengtai; and the anticipated production run. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include failure of Oakmont or GreenPower to obtain the necessary approvals and any other factors that may cause the Transaction or the Offering or approvals not to be completed. Many of these factors could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Oakmont and GreenPower in this release. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. All of the forward-looking statements made in this release are qualified by these cautionary statements. Although Oakmont and GreenPower believe that the expectations in the forward-looking statements are reasonable, actual results may vary, and future results, levels of activity, performance or achievements cannot be guaranteed.
