Oculus Ventures Corporation
TSX VENTURE : OVX.H

Oculus Ventures Corporation

January 17, 2011 18:00 ET

Oculus Announces Proposed Share Consolidation, Corporate Continuance, Board of Director Changes and Private Placement

OTTAWA, ONTARIO--(Marketwire - Jan. 17, 2011) - Oculus Ventures Corporation (the "Company")(TSX VENTURE:OVX.H) is pleased to announce that the Company is convening a special meeting of its shareholders to consider a consolidation of the Company's issued 5,000,000 class A shares on a ratio of not more than 1 new share for 4 old shares, a corporate continuance of the Company to the Province of British Columbia, a change of name of the Company to a name approved by the board of directors, an increase of the number of directors to six and the election of new directors as described below. These transactions are subject to regulatory approval. Additional matters may arise between the date hereof and the date notice of the special meeting is mailed to shareholders, which matters will be set out in the notice of meeting.

In conjunction with the increase in the number of directors, it is proposed that two current directors, namely Messrs. David Croucher and John Gabriel, will resign as directors and four new directors, namely Messrs. Gunther Roehlig, Dorian Banks, Mark Newman and Darren Devine, will be elected at the special meeting, subject to regulatory approval. In connection with this change in board membership certain current members of the board have conditionally agreed to sell a total of 850,000 class A shares to the incoming directors. Such transferred shares are currently held in escrow pursuant to the policies of the TSX Venture Exchange and will remain in escrow following the transfer. The transfer is subject to regulatory approval and is conditional upon the completion of the other matters discussed herein.

Mr. Roehlig has more than 15 years experience in the financial and investment industry, with a strong background in managing and financing junior companies. He is currently the Director and Officer of a number of public companies listed on the TSX Venture Exchange.

Dorian Banks established AirCelerator Wireless in 2001 and within three years led the company to become the Lower Mainland's largest wireless Internet service provider. In 2004, he merged AirCelerator Wireless with Universco Broadband to form MetroBridge Networks. Prior to starting AirCelerator, Dorian was founder and CEO of MyCash in Zurich, Switzerland, creating a system that enabled global, cross-currency money transfer via mobile phone. He also worked in Germany as head of information and knowledge management for Voith GmbH where he reported directly to the Board leading a global IT overhaul including MS Exchange and Siebel rollout. Dorian is a Director at MetroBridge Networks and Backbone Systems. Dorian is a graduate of the University of Western Ontario and Harvard University.

Mr. Newman is an accountant and the President and CFO of Georgetown Capital Corp. (TSXV: GET.P).

Mr. Devine is the principal of Chelmer Consulting Corp. which provides corporate finance consulting services to companies principally in the international resource and energy sectors. Mr. Devine is a director, officer and advisor to a number of private and public companies including Crazy Horse Resources Inc. (Director and former President) and Centric Energy Corp. (Chairman).

The Company also announces that in connection with and as a condition precedent to the transactions described above it is proposing to complete a private placement of up to 14,000,000 post-consolidation class A shares at a price of $0.05 per share to raise gross proceeds of up to $700,000. Proceeds of the private placement will be used to pay off existing debt, and to provide the Company with working capital that will enable it to seek out a new business. Finder's fee(s) will be paid in compliance with TSX Venture Exchange-NEX policies and regulations. The private placement is subject to regulatory approval. Shares issued pursuant to the private placement will be subject to a 4 month hold period pursuant to applicable securities laws.

NEITHER 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 NEWS RELEASE.

Contact Information

  • Oculus Ventures Corporation
    John Gabriel
    President & CEO
    613-789-8080