Ozcapital Ventures Inc.

August 30, 2011 17:14 ET

Ozcapital Ventures Inc. Receives Conditional Approval for Qualifying Transaction

EDMONTON, ALBERTA--(Marketwire - Aug. 30, 2011) - Ozcapital Ventures Inc. (TSX VENTURE:OZZ.P) ("Ozcapital" or the "Corporation") is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the "Exchange") for its qualifying transaction (the "Qualifying Transaction") with Strata-X, Inc. ("Strata-X") which was previously announced on May 13, 2011. The Corporation has now filed on SEDAR (www.sedar.com) its Filing Statement which sets out the particulars of the Qualifying Transaction.

Due to the recent volatility and uncertainty in global markets, the Corporation has amended certain aspects of the Qualifying Transaction, which changes reflect the difficulty experienced in raising financing in these turbulent markets.


The Corporation has been working on the financing for a minimum of $5 million and has determined that a lower price is more reasonable given the current capital markets. Ozcapital is now proposing to change the amount of the financing to $3.7 million and the price of the units to be offered pursuant to the financing to $0.30 per unit with each unit being made up of one common share and one-half of a common share purchase warrant. One whole warrant will be exercisable at a price of $0.50 to acquire one common share of the Resulting Issuer for a period of 18 months from closing.

This change will result in issuance of 12,333,333 common shares as part of the units and 6,166,667 common shares reserved for issuance on exercise of the warrants associated with this number of units.

The number of finder's warrants remains fixed at 8% of the number of units sold by arm's length finders. A finder's warrant entitles a finder to acquire that number of common shares equal to 8% the number of units sold by the finder. A maximum of 986,667 common shares will be reserved for finder's warrants on the financing.


The original submission to the Exchange contemplated an exchange of one Ozcapital common share for each issued and outstanding common share of Strata-X. A total of 14,985,000 common shares would be issued at a deemed price of $0.20 per share for a deemed valuation of the transaction of $2,997,000.

In consideration of the proposed revised pricing of the financing (see above) it is proposed that Ozcapital will now issue a total of 19,980,000 units, each unit being made up of one common share and one-half of a common share purchase warrant. Each unit will have a deemed price of $0.15 and one whole warrant will be exercisable at a price of $0.50 to acquire one common share of the Resulting Issuer for a period of 18 months from closing of the acquisition. The deemed value of the transaction remains the same at $2,997,000.

The net effect of this change is a total of 4,995,000 additional common shares issued and outstanding at the time of completion of the transaction, and an additional 9,990,000 common shares reserved for issuance on exercise of the warrants associated with the units issued for the acquisition.

Management of the Corporation believes that these changes do not fundamentally alter the transaction but, rather, reflect the reality of raising money in the turbulent markets currently being experienced.


The Corporation believes it is in a position to close the Qualifying Transaction, including the financing, within seven business days of the filing the Filing Statement. Therefore it is anticipated that the Filing Statement will be filed on SEDAR today (August 30, 2011), with closing of the Qualifying Transaction anticipated to occur on or about September 9, 2011. Trading in the shares of the Corporation is anticipated to resume on or about September 1, 2011. Following completion of the Qualifying Transaction and issuance of the Final Exchange Bulletin announcing such completion, it is expected that trading will resume under the new name of the Corporation (Strata-X Ltd.) and a new trading symbol to be announced prior to trading under the new name.

About Strata-X Ltd.

Strata-X Ltd., through its wholly-owned subsidiary Strata-X, Inc., a Colorado corporation, has rights to approximately 212,000 gross acres (182,000 net) in petroleum leases located in North Dakota, California, Colorado and Texas. The Company is targeting both conventional and unconventional oil and natural gas resources. The properties offer a blend of low risk development opportunities as well as higher risk, large potential return, exploration properties.

Completion of this transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange Requirements, 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.

This press release includes certain "forward-looking statements" within the meaning of the Canadian securities laws. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual events and results to differ materially from the Corporation's expectations include risks related to the development stage of the Corporation; market fluctuations in prices for securities of similar companies; and uncertainties about the availability of additional financing.

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 release.

Contact Information

  • Ozcapital Ventures Inc.
    Doug Walker
    President and CEO
    (780) 439-8995