Ovid Capital Ventures Inc.
TSX VENTURE : OCA.P

November 13, 2013 16:41 ET

Ovid Capital Ventures Inc. Signs Definitive Agreement for Qualifying Transaction With iTech Medical, Inc.

MONTREAL, QUEBEC--(Marketwired - Nov. 13, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Ovid Capital Ventures Inc. (TSX VENTURE:OCA.P) ("Ovid") is pleased to announce that it has entered into a definitive merger agreement (the "Definitive Agreement") with respect to the proposed transaction with iTech Medical, Inc. ("iTech"). As announced on April 19, 2013, the proposed transaction will result in a reverse take-over of Ovid by the shareholders of iTech (the "Transaction") and is meant to constitute Ovid's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV").

The Transaction is subject to, among other things, (i) regulatory approval, including that of the TSXV, (ii) approval by the shareholders of iTech, and (iii) the closing of a concurrent private placement of securities of Ovid for minimum gross proceeds of $2.3 million. Reference is made to Ovid's press releases dated April 19, 2013 and July 3, 2013 for additional details relating to Ovid, iTech and the Transaction.

Additional Secured Loan

In order to supplement iTech's current working capital needs until the closing of the Transaction, Ovid has provided iTech with an additional secured loan in the principal amount of $100,000. The loan bears interest at a rate of 6% per annum and matures no later than November 2014. The loan is secured by a general security over the assets of iTech and its wholly-owned subsidiary, BIOflex Medical Magnets, Inc. The aggregate amount loaned by Ovid to iTech is now $250,000, the maximum amount permitted by Policy 2.4 of the TSXV.

Concurrent Private Placement

Ovid has engaged Jones, Gable & Company Ltd. (the "Agent") to act as agent, on a best efforts basis, in connection with a brokered private placement (the "Private Placement") of securities of Ovid that will close concurrently with, and as a condition of, the Transaction. Pursuant to the Private Placement, Ovid intends to issue a minimum of 11,500,000 units (the "Units") at a price of $0.20 per Unit for minimum gross proceeds to Ovid of $2,300,000 and a maximum of 15,000,000 Units at the same price for maximum gross proceeds to Ovid of $3,000,000. Each Unit will consist of one common share and one-half of a common share purchase warrant of Ovid. Each whole warrant will entitle the holder to acquire one additional common share of Ovid at an exercise price of $0.30 for a period of two years from the completion of the Transaction.

In connection with the Private Placement, the Agent will receive (i) a cash commission of 10% of the total proceeds of the Private Placement, and (ii) compensation options (the "Agent's Options") to acquire such number of common shares which is equal to 10% of the aggregate number of common shares sold pursuant to the Private Placement. Each Agent's Option shall entitle the Agent to acquire one additional common share of Ovid at an exercise price of $0.20 per share for a period of two years from the completion of the Transaction.

Insiders, Officers and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is expected that the board of directors of the Resulting Issuer shall be comprised of: Wayne D. Cockburn, Michael Newman and Kosta Kostic. In addition, it is expected that the officers of the Resulting Issuer shall be Wayne D. Cockburn as Chief Executive Officer, Bryan Knebel as Chief Financial Officer, and Charlie Zablotsky continuing as President of BIOflex. Mr. Allan MacDougall was not able to continue as Chief Financial Officer due to health concerns. The backgrounds of Messrs. Cockburn, Newman and Zablotsky were previously disclosed in the April 19, 2013 and July 3, 2013 press releases, and Mr. Kostic is an existing director of Ovid.

The following sets outs the background of Mr. Knebel.

Bryan Knebel, Chief Financial Officer

Mr. Knebel joined iTech in September 2013 as the company's Chief Financial Officer. Mr. Knebel, HBA, CIM II has been the Chief Financial Officer of Champion Products Corp. since February 2013 and Quinsam Capital Corp. since October 18, 2013. Prior thereto, Mr. Knebel served as Chief Financial Officer for The SKOR Food Group Inc. (Acquired by Colabor Group Inc. in 2011) from September 2004 until June 2012 and then continued with the Summit Food Service Division of Colabor Group Inc until January 2013. He has extensive knowledge and experience in developing internal and external growth strategies together with arranging debt and equity financing of growth oriented TSXV listed companies. He also served in various capacities with TSX and TSXV listed public companies over a span of 15 years as either CFO or Independent Director for GolfNorth Properties Inc., Lombardi Media Corporation, InterRent Real Estate Investment Trust and GreenStar Agricultural Corporation. Prior to 1998, Mr. Knebel held various positions with the Toronto Dominion Bank, primarily in commercial lending and cash management.

Further Information

All information contained in this news release with respect to Ovid and iTech was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, 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 RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Resulting Issuer to execute and achieve its business objectives. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Ovid and iTech disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information

  • For further information regarding the Transaction:
    Edward Ierfino
    Chief Executive Officer
    Ovid Capital Ventures Inc.
    514-562-1374
    eierfino@gmail.com

    Wayne D. Cockburn
    Chief Executive Officer
    iTech Medical, Inc.
    905-853-2424
    wayne.cockburn@itechmedical.com