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OVX.H

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

23/06/2014 3:02pm

Marketwired Canada


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Oculus Ventures Corporation
Darren Devine
CFO
604-638-8063


Public Relations Inquiries: Slyce Inc.
Josh Stanbury
Public Relations Director
416-628-7441


Investor Inquiries: Slyce Inc.
Roy Roman
Capital Markets Manager
647-464-6200

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