|By Marketwired .||
|June 25, 2014 12:16 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 06/25/14 -- Slyce Inc. ("Slyce") and Oculus Ventures Corporation ("Oculus") (TSX VENTURE:OVX.H) are pleased to announce that, further to the joint press releases of Slyce and Oculus dated April 22, 2014 and June 23, 2014, Slyce and Oculus have each obtained the necessary shareholder approvals required to proceed with their proposed business combination transaction.
At the special meeting of shareholders of Slyce held on June 24, 2014, the shareholders unanimously approved the amalgamation (the "Amalgamation") of Slyce with 1813472 Alberta Ltd., a wholly-owned subsidiary of Oculus, pursuant to the amalgamation agreement among Slyce, Oculus and 1813472 Alberta Ltd. dated April 21, 2014.
At the special meeting of shareholders of Oculus held on June 24, 2014, the shareholders unanimously approved: (i) the Amalgamation; (ii) setting the number of directors of Oculus at seven; (iii) the election of the nominees of Slyce to the board of directors of Oculus; (iv) the appointment of Collins Barrow Toronto LLP as the auditors for Oculus; (v) the amendment of the articles of incorporation of Oculus to consolidate the outstanding shares of Oculus on the basis of one post-consolidation common share of Oculus for each 1.75 pre-consolidation common shares of Oculus; (vi), the continuation of Oculus from the domicile of British Columbia to Alberta; (vii), the change of the name of Oculus to "SLYCE Inc."; and (viii) the stock option plan of Oculus.
The Amalgamation is subject to Slyce and Oculus receiving the final approval of the TSX-V and certain other customary conditions precedent in favour of each of Slyce and Oculus, respectively. Slyce and Oculus intend to make application for final approval shortly following the Amalgamation.
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.
Slyce has developed an advanced visual search platform that integrates with retail brands and digital content providers to give their customers the ability to instantly discover and purchase products that inspire them by simply snapping photographs with their smartphones or 'clicking' images on either their smartphones (mobiles) or desktop web browsers.
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. 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 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.
Statements in this joint press release contain forward-looking information including, without limitation, timing and completion of the Amalgamation, timing and receipt of TSX-V final approval, timing and receipt of other applicable regulatory approvals, the satisfaction or waiver of conditions precedent to the Amalgamation and the timing and completion of the transaction. 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
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