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OMK.P Oakmont Minerals Corporation

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Share Name Share Symbol Market Type
Oakmont Minerals Corporation TSXV:OMK.P TSX Venture Common Stock
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Oakmont Capital Corp. Enters Into Letter of Intent to Acquire Manganese Property as Its Qualifying Transaction

20/10/2011 6:23pm

Marketwired Canada


Oakmont Capital Corp. (TSX VENTURE:OMK.P) ("Oakmont" or the "Company") today
announces it has signed a letter of intent dated October 14, 2011 (the "LOI")
with Global Min-Metal Holdings SA ("Global"), which is incorporated in the
Republic of Panama, to acquire up to 100% of the right, title and interest of
Global in the Viento Frio Concession (the "Viento Frio Concession" or the
"Property"), a manganese property located in Panama, as more particularly
described below (the "Transaction").  Global holds an option to acquire up to a
100% interest in the Property from Bellhaven Copper & Gold Inc. pursuant to an
option agreement dated October 21, 2009 (the "Bellhaven Agreement"). Under the
Transaction, Oakmont will acquire Global's interest in the Bellhaven Agreement
for the consideration described below, subject to the terms of the Bellhaven
Agreement. To date, Global has made property payments of $340,000 and incurred
expenditures of $1,700,000 on the Property. The Transaction is subject to the
approval of the TSX Venture Exchange (the "Exchange") and is intended to
constitute Oakmont's "qualifying transaction" ("QT") as defined in Exchange
Policy 2.4 concerning capital pool companies (the "CPC Policy").


The Viento Frio Concession

The Viento Frio Concession is located in the Colon Province of Panama and is
comprised of one mineral concession covering an area of 10,363 hectares, which
is prospective for manganese.


Oakmont is in the process of engaging a geological consulting firm to prepare a
report in accordance with National Instrument 43-101 ("NI 43-101") with respect
to the Property. That report will include a proposed work program and budget for
the exploration and development of the Property. 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 QT

Pursuant to the terms of the LOI, as consideration for the assignment of
Global's interest in the Bellhaven Agreement, Oakmont has agreed to pay Global
cash payments of $350,000 over eighteen months and issue 7,181,261 common shares
of the Company (each, a "Share") over the twenty four month term of the
definitive agreement to be entered into between the Company and Global (the
"Definitive Agreement"). Upon the closing of the Transaction, Oakmont will be
required to assume Global's remaining obligations under the Bellhaven Agreement,
which are expected to include cash payments of $360,000 over a twelve month
period and exploration expenditures totalling $3,250,000 over an eighteen month
period.


As Oakmont and Global are at arm's length, the proposed Transaction will not be
a Non-Arm's Length Qualifying Transaction, as defined in the policies of the
Exchange. Accordingly, it is expected that a valuation will not be required and
that the QT will not be subject to approval of the shareholders of the Company.
As a result of the Share issuances described above, Global and its major
shareholder, Dr. Michael Hirschberger, are expected to be insiders of Oakmont
upon completion of the Transaction. The Company has not received financial
statements of Global in connection with the Transaction.


The QT 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 QT 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.


A filing statement in respect of the proposed Transaction will be prepared and
filed on SEDAR in accordance with the CPC Policy. Press releases will be issued
when the Definitive Agreement has been entered into and once the filing
statement has been filed on SEDAR.


The proposed Transaction is subject to a number of conditions, including, but
not limited to, the following: negotiation and execution of the Definitive
Agreement; the satisfaction of the initial listing requirements of the Exchange;
Exchange approval of the QT; receipt of a report with respect to the Viento Frio
Concession 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 Oakmont, if
applicable.


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.


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 acquisition costs of the proposed QT, 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 QT. A finder's fee may
be paid on the private placement on terms to be determined, 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 QT, 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, Dr.
Michael Hirschberger will join the board of directors of the resulting issuer.
Fraser Atkinson, Mark Achtemichuk, Malcolm Clay and Theo Sanidas, who are
currently members of the board, are expected to 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.


Dr. Michael Hirschberger, a resident of Panama, founded Global in 2006 after
spending several years conducting due diligence and developing Global's business
model based on his exploration work for manganese ore in Panama. He has
recruited a broad range of professionals consisting of local Panamanians with
significant experience with international mining companies and seasoned
international experts in geology and large scale mining of manganese.


Dr. Hirschberger spent the first half of his career in Research & Development,
Regulatory Affairs, Business Development and Product Management with Roche,
Merck, and Wyeth. More recently Dr. Hirschberger has been with White, Weld &
Company, Northern Trust, in Chicago, Chicago Corp. in Chicago, Societe Generale
S.A. in New York and his own firm, Healthcare Capital Group, based in Geneva,
Switzerland, where he served as an analyst; a corporate finance service provider
for healthcare companies; and a venture capitalist for early stage medical
device and specialty pharmaceutical companies, respectively.


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.


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

Certain statements in this release are forward-looking statements, which reflect
the expectations of management regarding the Company's proposed qualifying
transaction. Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such statements are subject to
risks and uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the statements. No
assurance can be given that any of the events anticipated by the forward-looking
statements will occur or, if they do occur, what benefits the Company will
obtain from them.


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