|By Marketwired .||
|June 23, 2014 10:02 AM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 06/23/14 -- Slyce Inc. ("Slyce"), a private visual search technology company, and Oculus Ventures Corporation ("Oculus") (TSX VENTURE:OVX.H) (a TSX Venture Exchange listed Capital Pool Company and reporting issuer in British Columbia, Alberta and Ontario) are pleased to announce that they have closed the previously announced brokered private placement of 20,000,000 subscription receipts ("Subscription Receipts") of Slyce, which includes the exercise in full of the over-allotment option of 3,333,333 Subscription Receipts, at a price of $0.60 per Subscription Receipt for gross proceeds of $12 million (the "Financing"). The syndicate of agents was led by Canaccord Genuity Corp., and included Salman Partners Inc., Cormark Securities Inc. and Beacon Securities Limited (collectively, the "Agents").
Upon the satisfaction of all conditions to the completion of the amalgamation (the "Amalgamation") between Slyce and a wholly-owned subsidiary of Oculus ("AcquisitionCo") in accordance with the amalgamation agreement dated April 21, 2014 among Slyce, Oculus and AcquisitionCo, including, without limitation, the receipt of all required shareholder and regulatory approvals (the "Escrow Release Conditions"), each Subscription Receipt shall automatically convert, for no additional consideration or action on the part of the holder thereof, into one (1) common share of Oculus ("Oculus Shares") as part of the Amalgamation. The Slyce Common Shares into which the Subscription Receipts will convert will be exchanged for 20,000,000 Oculus Shares as part of the Amalgamation.
The gross proceeds from the sale of the Subscription Receipts were delivered to Olympia Trust Company and will be held in escrow pending the completion the Amalgamation. If the Amalgamation is completed on or before 5:00 p.m. on July 31, 2014, the net escrowed proceeds will be released to Slyce.
If the Escrow Release Conditions are not satisfied on or before 5:00 p.m. on July 31, 2014, or the Amalgamation Agreement is terminated at an earlier time or if Slyce or Oculus has advised the Agents or announced to the public that it does not intend to proceed with the Amalgamation (each a "Termination Event"), holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.
In connection with the Financing, Slyce agreed to pay the Agents a commission equal to 6% of the gross proceeds raised by the Financing (the "Agents' Fee"). Fifty percent of Agents' Fee was paid on closing. The remaining 50% of the Agents' Fee is being held in escrow and will be released to the Agents upon satisfaction of the Escrow Release Conditions being satisfied. In the event a Termination Event occurs, the portion of the Agents' Fee held in escrow will be used to refund the offering price of the Subscription Receipts to the holders of the Subscription Receipts, and the total Agents' Fee to which the Agents are entitled will be limited to the portion already paid. In addition, Slyce has issued to the Agents broker warrants which entitle the Agents to receive, in connection with the Amalgamation, warrants to purchase 1,200,000 Oculus Shares, which warrants will be exercisable up to two years from the date of closing of the Financing at an exercise price of $0.60 per Oculus Share.
Slyce is currently a privately held company incorporated under the Business Corporations Act (Alberta) based in Calgary, Alberta and Toronto, Ontario and is engaged in the business of providing advanced imaging technology visual search software that allows consumers to purchase products at the moment they discover them - in store and on line.
Oculus was incorporated May 8, 2007 and is a Capital Pool Company ("CPC") as defined in TSX-V Policy 2.4. Oculus is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. As a CPC, Oculus's principal business is to identify, evaluate and acquire assets, properties or businesses which would constitute a Qualifying Transaction in accordance with TSX-V Policy 2.4. On July 16, 2010, Oculus's common shares were listed on the NEX Board of the TSX-V under the symbol OVX.H.
The head office, principal address and the registered and records office of Oculus is located at 789 West Pender Street, Suite 800, Vancouver, British Columbia, Canada, V6C 1H2.
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.
The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Completion of the Amalgamation is subject to a number of conditions, including but not limited to, TSX-V acceptance and shareholder approval. There can be no assurance that the Amalgamation 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 Amalgamation, any information released or received with respect to the Amalgamation 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.
Statements in this joint press release contain forward-looking information including, without limitation, timing and completion of the Amalgamation and the satisfaction of the Escrow Release Conditions. The words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Oculus and Slyce.
Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Slyce or Oculus.
Neither Slyce nor Oculus undertakes any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.
None of the information contained on, or connected to, Slyce's website is incorporated by reference herein.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Oculus Ventures Corporation
Public Relations Inquiries: Slyce Inc.
Public Relations Director
Investor Inquiries: Slyce Inc.
Capital Markets Manager
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