News Feed Item

Slyce Inc. and Oculus Ventures Corporation Announce Exercise of Over-Allotment Option and Completion of $12 Million Equity Financing

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.

About Oculus

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.



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
Darren Devine

Public Relations Inquiries: Slyce Inc.
Josh Stanbury
Public Relations Director

Investor Inquiries: Slyce Inc.
Roy Roman
Capital Markets Manager

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Rapid innovation, changing business landscapes, and new IT demands force businesses to make changes quickly. In the eyes of many, containers are at the brink of becoming a pervasive technology in enterprise IT to accelerate application delivery. In this presentation, you'll learn about the: The transformation of IT to a DevOps, microservices, and container-based architecture What are containers and how DevOps practices can operate in a container-based environment A demonstration of how Docke...
The Internet of Things (IoT) promises to simplify and streamline our lives by automating routine tasks that distract us from our goals. This promise is based on the ubiquitous deployment of smart, connected devices that link everything from industrial control systems to automobiles to refrigerators. Unfortunately, comparatively few of the devices currently deployed have been developed with an eye toward security, and as the DDoS attacks of late October 2016 have demonstrated, this oversight can ...
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
President Obama recently announced the launch of a new national awareness campaign to "encourage more Americans to move beyond passwords – adding an extra layer of security like a fingerprint or codes sent to your cellphone." The shift from single passwords to multi-factor authentication couldn’t be timelier or more strategic. This session will focus on why passwords alone are no longer effective, and why the time to act is now. In his session at 19th Cloud Expo, Chris Webber, security strateg...
November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Penta Security is a leading vendor for data security solutions, including its encryption solution, D’Amo. By using FPE technology, D’Amo allows for the implementation of encryption technology to sensitive data fields without modification to schema in the database environment. With businesses having their data become increasingly more complicated in their mission-critical applications (such as ERP, CRM, HRM), continued ...
In the 21st century, security on the Internet has become one of the most important issues. We hear more and more about cyber-attacks on the websites of large corporations, banks and even small businesses. When online we’re concerned not only for our own safety but also our privacy. We have to know that hackers usually start their preparation by investigating the private information of admins – the habits, interests, visited websites and so on. On the other hand, our own security is in danger bec...
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessi...
In his general session at 18th Cloud Expo, Lee Atchison, Principal Cloud Architect and Advocate at New Relic, discussed cloud as a ‘better data center’ and how it adds new capacity (faster) and improves application availability (redundancy). The cloud is a ‘Dynamic Tool for Dynamic Apps’ and resource allocation is an integral part of your application architecture, so use only the resources you need and allocate /de-allocate resources on the fly.
SYS-CON Events announced today that Cloudbric, a leading website security provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Cloudbric is an elite full service website protection solution specifically designed for IT novices, entrepreneurs, and small and medium businesses. First launched in 2015, Cloudbric is based on the enterprise level Web Application Firewall by Penta Security Sys...
SYS-CON Events announced today that Impiger Technologies will exhibit in Booth #109 at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Impiger Technologies is a world-class, enterprise software product engineering company specializing in Mobile Application Development, Cloud Applications, Microsoft Technology Solutions, Web Technology and Telecom Services. Impiger Technologies helps enterprises improve busi...
Virgil consists of an open-source encryption library, which implements Cryptographic Message Syntax (CMS) and Elliptic Curve Integrated Encryption Scheme (ECIES) (including RSA schema), a Key Management API, and a cloud-based Key Management Service (Virgil Keys). The Virgil Keys Service consists of a public key service and a private key escrow service. 

SYS-CON Events announced today that Cemware will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Use MATLAB functions by just visiting website mathfreeon.com. MATLAB compatible, freely usable, online platform services. As of October 2016, 80,000 users from 180 countries are enjoying our platform service.
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Digitization is driving a fundamental change in society that is transforming the way businesses work with their customers, their supply chains and their people. Digital transformation leverages DevOps best practices, such as Agile Parallel Development, Continuous Delivery and Agile Operations to capitalize on opportunities and create competitive differentiation in the application economy. However, information security has been notably absent from the DevOps movement. Speed doesn’t have to negat...
SYS-CON Events announced today that eCube Systems, the leading provider of modern development tools and best practices for Continuous Integration on OpenVMS, will exhibit at SYS-CON's @DevOpsSummit at Cloud Expo New York, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. eCube Systems offers a family of middleware products and development tools that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...