Slyce Inc. and Oculus Ventures Corporation Announce Exercise of
Over-Allotment Option and Completion of $12 Million Equity
Financing
CALGARY, ALBERTA--(Marketwired - Jun 23, 2014) - 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
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.
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.
READER ADVISORY
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 CorporationDarren DevineCFO604-638-8063Public
Relations Inquiries: Slyce Inc.Josh StanburyPublic Relations
Director416-628-7441Investor Inquiries: Slyce Inc.Roy RomanCapital
Markets Manager647-464-6200