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OVX.H

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0.00 (0.00%)
Share Name Share Symbol Market Type
TSXV:OVX.H TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

SLYCE Inc. Announces Closing of Business Combination and Creation of New Visual Search Technology Company

26/06/2014 11:26pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.


SLYCE Inc. (formerly Oculus Ventures Corporation) (the "Corporation") (TSX
VENTURE:OVX.H) is pleased to announce that further to its press releases of
April 22, June 23 and June 25, 2014 it closed its previously announced business
combination transaction with SLYCE Inc., has continued its jurisdiction of
incorporation from British Columbia to Alberta, has consolidated its outstanding
common shares on the basis of 1 post-consolidation common share for each 1.75
pre-consolidation common shares and has changed its name to "SLYCE Inc."


On June 26, Oculus Ventures Corporation ("Oculus") and SLYCE Inc. ("Old Slyce")
completed a business reorganization by way of an amalgamation (the
"Amalgamation") of Old Slyce with 1813472 Alberta Ltd., a wholly-owned
subsidiary of Oculus. The Amalgamation is intended to constitute the Qualifying
Transaction for the Corporation under Policy 2.4 of the TSX Venture Exchange
(the "TSXV") Corporate Finance Manual, subject to the final approval of the
TSXV. Such approval has not yet been granted and will only be granted once all
conditions for approval have been met to the TSXV's satisfaction. There can be
no guarantee that such approval will come in a timely manner or at all.


At shareholder meetings for Oculus and Old Slyce held on June 24, 2014, the
Amalgamation and related matters were unanimously approved by the shareholders
of each of Oculus and Old Slyce present in person or represented by proxy.


In connection with the Amalgamation, former Oculus shareholders approved the
election of a new board of directors of the Corporation consisting of Dale
Johnson, Mark Elfenbein, Erika Racicot, Kevin Taylor, Travis Reid, George
Colwell and Alistair Maxwell. Biographies of each of the new directors can be
found in the joint information circular of Slyce and Oculus dated May 30, 2014
and will be available on the Corporation's website at www.slyce.it.


As part of the Amalgamation, Oculus consolidated its outstanding common shares
on the basis of 1 new common share ("New Slyce Share") for each 1.75 outstanding
common shares in the capital of Oculus. Shareholders of Oculus also voted in
favour of a continuation of Oculus from British Columbia into Alberta and
approved a name change to SLYCE Inc.


As a condition to closing the Amalgamation, Old Slyce completed a brokered
private placement financing (the "Financing") of 20,000,000 subscription
receipts offered at $0.60 per subscription receipt and raised gross proceeds of
$12 million. Upon the satisfaction or waiver of all conditions precedent to the
Amalgamation, each subscription receipt automatically converted into common
shares of Old Slyce, which were exchanged under the Amalgamation into 20,000,000
New Slyce Shares. In connection with the Financing, Old Slyce (i) paid the
agents a cash commission equal to 6% of the gross proceeds of the Financing,
(ii) issued broker warrants equal to 6% of the total number of subscription
receipts issued, which broker warrants were exchanged under the Amalgamation for
post-consolidation share purchase warrants ("Warrants") of the Corporation with
an exercise price of $0.60 per Warrant and a term to expiry of two years from
the date of grant and (iii) issued additional warrants that were exchanged under
the Amalgamation into 165,000 Warrants as a financial advisory fee.


Former Old Slyce shareholders (not including new investors under the Financing)
received approximately 60.1 million New Slyce Shares out of the approximately
95.3 million New Slyce Shares issued and outstanding on a post-consolidated
basis at closing.


As part of the Amalgamation, certain former shareholders of Oculus entered into
agreements to sell and transfer, on closing of the Amalgamation, 8,232,251
pre-consolidation Oculus Shares, at a price of not greater than $0.10 per
pre-consolidation Oculus Share (the "Share Transfers").


Business Instincts Group Inc., a company that provides business services to the
Corporation and which is controlled by Mr. Cameron Chell, the founder of Old
Slyce and a consultant to the Corporation and Ms. Racicot, the Corporation's
Chief Operations Officer, has agreed to acquire Oculus Shares equal to a total
of 2,352,072 New Slyce Shares in connection with the Share Transfers and expects
to own 7,888,438 New Slyce Shares, representing approximately 8.28% of the
outstanding New Slyce Shares, subject to final settlement of the share
transfers.


Mark Elfenbein, President & Interim Chief Executive Officer of the Corporation,
stated that "With the closing of the business combination with Oculus and the
equity financing, the Corporation is well-positioned to execute its product
development programs and business strategies over the next 24 months".


The following Common Shares and stock options and warrants of the Corporation
are subject to voluntary escrow and regulatory resale restrictions:




--  An aggregate of approximately 10.49 million New Slyce Shares
    (representing approximately 11% of the total outstanding common shares
    of the Corporation) and 3.7 million New Slyce Shares underlying stock
    options (representing approximately 71.3% of the total outstanding stock
    options) held by insiders are subject to either a 36-month TSXV value
    escrow agreement or a CPC escrow agreement and will be released as to
    10% on receipt of the TSXV's final bulletin and 15% every six months
    thereafter. 
    
--  Approximately 3.89 million New Slyce Shares (representing approximately
    4.1% of the total outstanding Common Shares) are subject to a 36-month
    TSXV seed share resale restriction and will be released as to 10% on
    receipt of the TSXV's final bulletin and 15% every six months
    thereafter. 
    
--  Approximately 11 million New Slyce Shares (representing approximately
    11.6% of the total outstanding common shares of the Corporation) are
    subject to a 36 month voluntary lock-up and will be released as to 25%
    on receipt of the TSXV's final bulletin, 15% on each dates 6, 12 and 18
    months following receipt of the bulletin and 10% every 6 months
    thereafter. 
    
--  Approximately 12.14 million New Slyce Shares (representing approximately
    12.7% of the total outstanding common shares of the Corporation) are
    subject to a 12-month voluntary lock up and will be released as to 25%
    on receipt of the TSXV's final bulletin and 25% every 4 months
    thereafter. 
    
--  Approximately 5.20 million New Slyce Shares (representing approximately
    5.4% of the total outstanding common shares of the Corporation) are
    subject to a 12-month voluntary lock up and will be released as to 20%
    on receipt of the TSXV's final bulletin, 30% on the date 4 months
    following receipt of the bulletin and 25% every 4 months thereafter. 
    
--  Approximately 15.1 million New Slyce Shares (representing approximately
    15.9% of the total outstanding Common Shares) are subject to a 4-month
    TSXV seed share resale restriction and will be released as to 20% on
    receipt of the TSXV's final bulletin and 20% every month thereafter. 
    
--  Approximately 9.53 million New Slyce Shares (representing approximately
    10% of the total outstanding Common Shares) are subject to a 4-month
    voluntary lock-up and will be released as to 20% on receipt of the
    TSXV's final bulletin and 20% every month thereafter. 
    
--  Approximately 1.11 million New Slyce Shares underlying warrants
    (representing approximately 39.1% of the total outstanding warrants of
    the Corporation) are subject to a 4-month voluntary lock-up and will be
    released as to 20% on receipt of the TSXV's final bulletin and 20% every
    month thereafter. 
    
--  Approximately 1.38 million New Slyce Shares underlying options
    (representing approximately 27.6% of the total outstanding options of
    the Corporation) are subject to a 4-month TSXV seed share resale
    restriction and will be released as to 20% on receipt of the TSXV's
    final bulletin and 20% every month thereafter. 



About SLYCE Inc.

The Corporation is a visual search technology company 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.


The Corporation 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.


Cautionary Statements

Completion of the Qualifying Transaction is subject to TSX-V acceptance. There
can be no assurance that the Qualifying Transaction will be completed as
proposed or at all.


Certain information included in this press release constitutes forward-looking
information under applicable securities legislation. Such forward-looking
information is provided for the purpose of providing information about
management's current expectations and plans relating to the future. Readers are
cautioned that reliance on such information may not be appropriate for other
purposes, such as making investment decisions. Forward-looking information
typically contains statements with words such as "anticipate", "believe",
"expect", "plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook. Forward-looking
information in this press release may include, but is not limited to,
information with respect to: operational decisions and the timing thereof,
suggestions of future outcomes, the future use and development of technology,
future customers and business partners and ongoing corporate strategy.
Forward-looking information is based on a number of factors and assumptions
which have been used to develop such information but which may prove to be
incorrect. Although the Corporation believes that the expectations reflected in
such forward-looking information is reasonable, undue reliance should not be
placed on forward-looking information because the Corporation can give no
assurance that such expectations will prove to be correct. Readers are cautioned
that the foregoing list is not exhaustive of all factors and assumptions which
have been used. The Corporation undertakes no obligation to update
forward-looking statements if circumstances or management's estimates or
opinions should change, unless required by law. 


The reader is cautioned not to place undue reliance on this forward-looking
information.


None of the information contained on, or connected to, the Corporation's website
is incorporated by reference herein.


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 press release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
SLYCE Inc.
Mark Elfenbein
President & Interim CEO
587.897.0993

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