Oculus Ventures Corporation
TSX VENTURE : OVX.P

Oculus Ventures Corporation

September 02, 2009 15:00 ET

Oculus Ventures Announces Agreement in Principle for Proposed Qualifying Transaction with Powerbase Companies

OTTAWA, ONTARIO--(Marketwire - Sept. 2, 2009) - Oculus Ventures Corporation ("Oculus" or the "Company") (TSX VENTURE:OVX.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange ("the Exchange"), is pleased to announce that it has entered into an agreement dated August 25, 2009, (the "Letter Agreement"), for the arm's length acquisition of 100% of the outstanding voting securities of Balimore Limited, parent company of Powerbase Energy Systems Inc. ("Powerbase"), and 1384694 Ontario Inc., parent company of Sequence Controls Inc. ("Sequence Controls"), and of Sequence Electronics Inc. ("Sequence Electronics"), all of which are privately owned companies incorporated under the laws of Ontario. It is the understanding of Oculus, and acknowledged and confirmed by each of Colleen Morley sole owner and shareholder of 1384694 and of Sequence Electronics, and Robert Morley sole owner and shareholder of Balimore, (collectively, the "Vendors") that Balimore is the sole holder of all the issued and outstanding voting shares of Powerbase, that 1384694 is the sole holder of all the issued and outstanding voting shares of Sequence Controls, and that such ownership will remain unchanged until the closing of the Transaction as contemplated hereunder. Pursuant to the terms of the Letter Agreement and subject to completion of satisfactory due diligence and receipt of all necessary regulatory and the Exchange approvals, the proposed acquisition of the Powerbase Companies are intended to qualify as Oculus' "qualifying transaction" as defined in the Exchange Policy 2.4 (the "Transaction").

Powerbase, Sequence Electronics and Sequence Controls (collectively, the "Powerbase Companies"), located in Carleton Place, Ontario, are closely held businesses with three main product lines including hydroelectric and biogas power generation equipment and fractional horsepower motor controls. The Powerbase Companies have been in operation in excess of eleven years. The Powerbase Companies have invested heavily in R&D in the hydroelectric and biogas renewable energy sectors.

The exact number of Class A Shares ("Oculus Shares") of Oculus to be issued to security holders of Balimore Limited, 1384694 Ontario Inc. and Sequence Electronics Inc. will be determined in accordance with the exchange ratio to be provided for in a definitive merger agreement along with other terms and conditions with respect to the Transaction.

The business of the resulting issuer will be that of the Powerbase Companies with a primary focus on renewable energy power generation equipment sales and projects, and it expects to be classified on the Exchange as an "Industrial Issuer". Following completion of the Transaction, the resulting issuer is expected to change its name to Powerbase Energy Systems.

The Transaction will be an arm's length transaction, as the directors and officers of the Powerbase Companies have no ownership or other interest in Oculus. As a result, completion of the Transaction is not expected to be subject to Oculus shareholder approval under the policies of the Exchange.

A definitive agreement for the Transaction will include conditions that the Transaction will be subject to completion of due diligence by each of Oculus and the Vendors of the Powerbase Companies, there being no material adverse change in the business or financial condition of the Powerbase Companies since the date of its last audited financial statements through to the completion of the Transaction, approval of Transaction by the parties' respective board of directors, and, if required under applicable corporate law, shareholders' approval, Exchange acceptance, and standard representations, warranties and covenants for transactions of this nature.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Company is currently reviewing the requirements for sponsorship and may apply for an exemption from such requirements. There is no assurance that Oculus will ultimately obtain an exemption from sponsorship.

Trading Halt

Trading of the Oculus Shares has been halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to the Exchange Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases.

Completion of the Transaction is be subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements (as such term is defined under the Exchange policies), majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction 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 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

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