SLYCE Inc.
TSX VENTURE : OVX.H

SLYCE Inc.

June 26, 2014 18:26 ET

SLYCE Inc. Announces Closing of Business Combination and Creation of New Visual Search Technology Company

CALGARY, ALBERTA--(Marketwired - June 26, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

SLYCE Inc. (formerly Oculus Ventures Corporation) (the "Corporation") (TSX VENTURE:OVX.H) is pleased to announce that further to its press releases of April 22, June 23 and June 25, 2014 it closed its previously announced business combination transaction with SLYCE Inc., has continued its jurisdiction of incorporation from British Columbia to Alberta, has consolidated its outstanding common shares on the basis of 1 post-consolidation common share for each 1.75 pre-consolidation common shares and has changed its name to "SLYCE Inc."

On June 26, Oculus Ventures Corporation ("Oculus") and SLYCE Inc. ("Old Slyce") completed a business reorganization by way of an amalgamation (the "Amalgamation") of Old Slyce with 1813472 Alberta Ltd., a wholly-owned subsidiary of Oculus. The Amalgamation is intended to constitute the Qualifying Transaction for the Corporation under Policy 2.4 of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual, subject to the final approval of the TSXV. Such approval has not yet been granted and will only be granted once all conditions for approval have been met to the TSXV's satisfaction. There can be no guarantee that such approval will come in a timely manner or at all.

At shareholder meetings for Oculus and Old Slyce held on June 24, 2014, the Amalgamation and related matters were unanimously approved by the shareholders of each of Oculus and Old Slyce present in person or represented by proxy.

In connection with the Amalgamation, former Oculus shareholders approved the election of a new board of directors of the Corporation consisting of Dale Johnson, Mark Elfenbein, Erika Racicot, Kevin Taylor, Travis Reid, George Colwell and Alistair Maxwell. Biographies of each of the new directors can be found in the joint information circular of Slyce and Oculus dated May 30, 2014 and will be available on the Corporation's website at www.slyce.it.

As part of the Amalgamation, Oculus consolidated its outstanding common shares on the basis of 1 new common share ("New Slyce Share") for each 1.75 outstanding common shares in the capital of Oculus. Shareholders of Oculus also voted in favour of a continuation of Oculus from British Columbia into Alberta and approved a name change to SLYCE Inc.

As a condition to closing the Amalgamation, Old Slyce completed a brokered private placement financing (the "Financing") of 20,000,000 subscription receipts offered at $0.60 per subscription receipt and raised gross proceeds of $12 million. Upon the satisfaction or waiver of all conditions precedent to the Amalgamation, each subscription receipt automatically converted into common shares of Old Slyce, which were exchanged under the Amalgamation into 20,000,000 New Slyce Shares. In connection with the Financing, Old Slyce (i) paid the agents a cash commission equal to 6% of the gross proceeds of the Financing, (ii) issued broker warrants equal to 6% of the total number of subscription receipts issued, which broker warrants were exchanged under the Amalgamation for post-consolidation share purchase warrants ("Warrants") of the Corporation with an exercise price of $0.60 per Warrant and a term to expiry of two years from the date of grant and (iii) issued additional warrants that were exchanged under the Amalgamation into 165,000 Warrants as a financial advisory fee.

Former Old Slyce shareholders (not including new investors under the Financing) received approximately 60.1 million New Slyce Shares out of the approximately 95.3 million New Slyce Shares issued and outstanding on a post-consolidated basis at closing.

As part of the Amalgamation, certain former shareholders of Oculus entered into agreements to sell and transfer, on closing of the Amalgamation, 8,232,251 pre-consolidation Oculus Shares, at a price of not greater than $0.10 per pre-consolidation Oculus Share (the "Share Transfers").

Business Instincts Group Inc., a company that provides business services to the Corporation and which is controlled by Mr. Cameron Chell, the founder of Old Slyce and a consultant to the Corporation and Ms. Racicot, the Corporation's Chief Operations Officer, has agreed to acquire Oculus Shares equal to a total of 2,352,072 New Slyce Shares in connection with the Share Transfers and expects to own 7,888,438 New Slyce Shares, representing approximately 8.28% of the outstanding New Slyce Shares, subject to final settlement of the share transfers.

Mark Elfenbein, President & Interim Chief Executive Officer of the Corporation, stated that "With the closing of the business combination with Oculus and the equity financing, the Corporation is well-positioned to execute its product development programs and business strategies over the next 24 months".

The following Common Shares and stock options and warrants of the Corporation are subject to voluntary escrow and regulatory resale restrictions:

  • An aggregate of approximately 10.49 million New Slyce Shares (representing approximately 11% of the total outstanding common shares of the Corporation) and 3.7 million New Slyce Shares underlying stock options (representing approximately 71.3% of the total outstanding stock options) held by insiders are subject to either a 36-month TSXV value escrow agreement or a CPC escrow agreement and will be released as to 10% on receipt of the TSXV's final bulletin and 15% every six months thereafter.

  • Approximately 3.89 million New Slyce Shares (representing approximately 4.1% of the total outstanding Common Shares) are subject to a 36-month TSXV seed share resale restriction and will be released as to 10% on receipt of the TSXV's final bulletin and 15% every six months thereafter.

  • Approximately 11 million New Slyce Shares (representing approximately 11.6% of the total outstanding common shares of the Corporation) are subject to a 36 month voluntary lock-up and will be released as to 25% on receipt of the TSXV's final bulletin, 15% on each dates 6, 12 and 18 months following receipt of the bulletin and 10% every 6 months thereafter.

  • Approximately 12.14 million New Slyce Shares (representing approximately 12.7% of the total outstanding common shares of the Corporation) are subject to a 12-month voluntary lock up and will be released as to 25% on receipt of the TSXV's final bulletin and 25% every 4 months thereafter.

  • Approximately 5.20 million New Slyce Shares (representing approximately 5.4% of the total outstanding common shares of the Corporation) are subject to a 12-month voluntary lock up and will be released as to 20% on receipt of the TSXV's final bulletin, 30% on the date 4 months following receipt of the bulletin and 25% every 4 months thereafter.

  • Approximately 15.1 million New Slyce Shares (representing approximately 15.9% of the total outstanding Common Shares) are subject to a 4-month TSXV seed share resale restriction and will be released as to 20% on receipt of the TSXV's final bulletin and 20% every month thereafter.

  • Approximately 9.53 million New Slyce Shares (representing approximately 10% of the total outstanding Common Shares) are subject to a 4-month voluntary lock-up and will be released as to 20% on receipt of the TSXV's final bulletin and 20% every month thereafter.

  • Approximately 1.11 million New Slyce Shares underlying warrants (representing approximately 39.1% of the total outstanding warrants of the Corporation) are subject to a 4-month voluntary lock-up and will be released as to 20% on receipt of the TSXV's final bulletin and 20% every month thereafter.

  • Approximately 1.38 million New Slyce Shares underlying options (representing approximately 27.6% of the total outstanding options of the Corporation) are subject to a 4-month TSXV seed share resale restriction and will be released as to 20% on receipt of the TSXV's final bulletin and 20% every month thereafter.

About SLYCE Inc.

The Corporation is a visual search technology company 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.

The Corporation has developed an advanced visual search platform that integrates with retail brands and digital content providers to give their customers the ability to instantly discover and purchase products that inspire them by simply snapping photographs with their smartphones or 'clicking' images on either their smartphones (mobiles) or desktop web browsers.

Cautionary Statements

Completion of the Qualifying Transaction is subject to TSX-V acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, information with respect to: operational decisions and the timing thereof, suggestions of future outcomes, the future use and development of technology, future customers and business partners and ongoing corporate strategy. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although the Corporation believes that the expectations reflected in such forward-looking information is reasonable, undue reliance should not be placed on forward-looking information because the Corporation can give no assurance that such expectations will prove to be correct. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law.

The reader is cautioned not to place undue reliance on this forward-looking information.

None of the information contained on, or connected to, the Corporation's website is incorporated by reference herein.

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.

Contact Information

  • SLYCE Inc.
    Mark Elfenbein
    President & Interim CEO
    587.897.0993