Oculus Ventures Corporation

TSX VENTURE : OVX.H


Oculus Ventures Corporation
Slyce Inc.



Slyce Inc.

April 22, 2014 09:00 ET

Slyce Inc. and Oculus Ventures Corporation Announce Proposed Amalgamation, Equity Offering and Listing of New Visual Search Technology Company

CALGARY, ALBERTA--(Marketwired - April 22, 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. (www.slyce.it) ("Slyce") a private visual search technology company and Oculus Ventures Corporation ("Oculus") (TSX VENTURE:OVX.H) (a TSX Venture Exchange listed Capital Pool Company and reporting issuer in British Columbia, Alberta and Ontario) are pleased to announce that they have entered into a definitive amalgamation agreement (the "Amalgamation Agreement") dated April 21, 2014. The transaction is to be effected by way of a three cornered amalgamation (the "Amalgamation") with Slyce and a wholly-owned subsidiary of Oculus, 1813472 Alberta Ltd., amalgamating to form one company which will be a wholly-owned subsidiary of Oculus and which will continue to operate the business of Slyce as currently conducted.

In connection with the Amalgamation, Oculus will continue its domicile from the Province of British Columbia to the Province of Alberta (the "Continuance") and change its name (the "Name Change") to "Slyce Inc." ("New Slyce"). Immediately prior to the Amalgamation, Oculus will consolidate its 26,650,002 currently issued and outstanding common shares (the "Oculus Shares") at a consolidation ratio of 1 post-consolidation Oculus Share for each 1.75 pre-consolidation Oculus Shares such that it will have not more than 15,250,000 Oculus Shares outstanding (the "Consolidation").

The acquisition by Oculus of all of the issued and outstanding Slyce Class "A", Class "B", Class "C", Class "D", Class "E" and Class "F" common shares (the "Slyce Common Shares") will be on the basis of 1.2168 Oculus Shares ("New Slyce Common Share") for each 1 (one) Slyce Common Share held (which represents a deemed share price of $0.60 per Slyce Common Share and a deemed share price of $0.34 per Oculus Share (prior to the Consolidation), representing a total deemed transaction value of $36,000,000 for Slyce). Issued and outstanding options and warrants of Slyce will be deemed to represent issued and outstanding options and warrants of New Slyce on an adjusted basis at the same valuation.

As disclosed in the Early Warning Report of Salida Capital International Limited dated March 7, 2013, Salida Strategic Growth Fund SARL (the "Fund") participated in a non-brokered private placement of Oculus and acquired an aggregate of 4,116,125 Oculus Shares on March 6, 2014, as a result of which the Fund exercises control and direction over approximately 4,116,125 Oculus Shares, representing approximately 15.45% of the 26,650,002 currently issued and outstanding Oculus Shares. The Fund is a shareholder of Slyce and exercises control and direction over 2,000,000 Slyce Shares, representing approximately 4.06% of the currently issued and outstanding Slyce Shares.

The Amalgamation will be Oculus's "Qualifying Transaction", in accordance with TSX Venture Exchange ("TSX-V") Policy 2.4 and is not a "Non-Arm's Length Qualifying Transaction" as defined in TSX-V Policy 2.4. The Amalgamation is subject to the approval of the TSX-V and all applicable regulatory authorities. Completion of the Amalgamation is also subject to a number of additional conditions set out in the Amalgamation Agreement, including, among others: (i) the completion of the Offering (defined below) for gross proceeds of no less than $10 million, the approval by the shareholders of Oculus of the Name Change and Consolidation and the election of the directors of New Slyce, and the approval of the Amalgamation by the shareholders of Slyce, all as mutual conditions precedent; (ii) the closing of the Share Transfers (defined below) as a condition precedent in favour of Slyce; and (iii) customary conditions precedent in favour of each of Slyce and Oculus, respectively.

Sponsorship of Oculus's Qualifying Transaction is required by the TSX-V unless an exemption or waiver from this requirement can be obtained in accordance with the policies of the TSX-V. Oculus intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.

It is expected that New Slyce will be graduated from the NEX to Tier 2 of the TSX-V as a technology issuer and that the New Slyce Common Shares will be listed for trading on the TSX-V.

Slyce

Slyce is currently a privately held company incorporated under the Business Corporations Act (Alberta) 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.

Slyce 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.

To view the image associated with this release, please visit the following link:
http://file.marketwire.com/release/940826-F1.pdf

Slyce's strategy is to position itself as a pivotal player in the emerging visual web. Slyce will provide its technology to retailers, brands, app developers and digital publishers, enabling their apps to recognize products for instant purchase. Slyce will provide its technology in exchange for integration, licensing and per search fees, percentage sales splits and big data provision and analysis. Slyce is currently working with a growing list of fortune 1000 brands and companies as well as multiple innovative developers.

In November 2013, Slyce acquired "Hovr.it", a Toronto-based technology start-up engaged in the development of a proprietary visual search process, which will allow users to "hovr" over any image on the web and receive exact or similar product matches to those images, complete with direct links for purchasing.

In January 2014, Slyce acquired certain complementary computer vision software and intellectual property developed at York University to help augment and improve the accuracy of its existing technology.

Through intellectual property acquisitions, Slyce currently has two patent applications filed in the United States and Canada relating to point of interest tracking and image categorization, respectively.

To date, Slyce has raised an aggregate of approximately $16 million of equity through a series of private placements.

For more information on Slyce, please visit Slyce's website at www.slyce.it.

Financial Information of Slyce

Based on the audited financial statements of Slyce for the year ended October 31, 2013, Slyce had no revenues and a net loss of $3,286,335. In addition, as at October 31, 2013, Slyce had negative working capital of $877,461, total assets of $2,336,203 and total liabilities of $2,524,346.

Based on unaudited management prepared financial statements for the three months ended January 31, 2014, Slyce had no revenues and a net loss of $715,172. In addition, as at January 31, 2014, Slyce had positive working capital of $1,961,449, total assets of $5,158,241 and total liabilities of $848,226.

New Slyce

Following the completion of the Amalgamation and the Offering (defined below), it is estimated that New Slyce will have outstanding approximately 91 million New Slyce Common Shares, stock options to acquire an aggregate of approximately 4.5 million New Slyce Common Shares with an average exercise price of $0.21, and warrants to acquire an aggregate of approximately 2.95 million New Slyce Common Shares with an average exercise price of approximately $0.47.

The Amalgamation

The Amalgamation requires the approval of the holders of at least two-thirds of the Slyce Common Shares and the holders of at least a majority of the Oculus Shares (and is further conditional upon the approval of the Name Change, Continuance and Consolidation, which all require the approval of at least two-thirds of the holders of Oculus Shares). The Amalgamation Agreement provides that each of Slyce and Oculus must call shareholder meetings to approve the Amalgamation and related items of business and that the Amalgamation must be approved by no later than September 30, 2014. The joint information circular to be mailed to Oculus shareholders and Slyce Shareholders will contain detailed information in respect of the Amalgamation, Slyce, Oculus and New Slyce. There can be no assurance that the Amalgamation will be completed as proposed or at all.

In connection with the execution of the Amalgamation Agreement, all of the directors and officers of Oculus and certain other securityholders, representing approximately 40% of the issued and outstanding Oculus Shares, have entered into support agreements with Slyce to vote their Oculus Shares in favour of the Amalgamation. Similarly, all of the directors and officers and certain shareholders of Slyce, representing approximately 31% of the outstanding Slyce Shares, have entered into support agreements with Oculus to vote their Slyce Shares in favour of the Amalgamation.

The Amalgamation Agreement prohibits Oculus from soliciting or initiating any discussion regarding any other business combination or sale of material assets, contains provisions for Slyce to match competing, unsolicited proposals and, subject to certain conditions, provides for a reciprocal termination fee of $200,000 payable by either Oculus or Slyce in certain circumstances.

In addition to the mandatory escrow arrangements applicable to the principals of New Slyce and mandatory seed share resale restrictions imposed on non-principals of New Slyce pursuant to the applicable policies of the TSX-V, certain non-principal shareholders of Slyce and Oculus and certain transferees under the Share Transfers (as defined below) have agreed to voluntarily lock-up their New Slyce Common Shares in escrow to be released incrementally over terms of either 18 months, one year or four months following the Amalgamation, as the case may be. Pursuant to the Amalgamation Agreement, Slyce and Oculus are required to ensure a sufficient number of the New Slyce Common Shares will be subject to voluntary lock-up arrangements as a condition to closing the Amalgamation. Slyce intends to seek additional voluntary escrow arrangements from its shareholders in order to meet this condition.

Share Transfers

Certain shareholders of Oculus have entered into agreements to sell and transfer, on closing of the Amalgamation, 8,232,251 pre-Consolidation Oculus Shares, representing 30.8% of the 26,650,002 pre-Consolidation Oculus Shares outstanding immediately prior to closing of the Amalgamation 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 management services to Slyce and which is controlled by Mr. Cameron Chell, Slyce's Managing Director and Ms. Racicot, Slyce's COO, will acquire 4,116,125 (approximately half) of the 8,232,251 pre-Consolidation Oculus Shares being sold in the Share Transfers. Robert Kennedy, a former director of Slyce, will indirectly acquire through an affiliate the balance of 4,116,126 pre-Consolidation Oculus Shares being sold in the Share Transfers.

Trading Halt

The Oculus Shares are currently halted for trading. The Oculus Shares will resume trading upon completion of the Amalgamation.

Equity Financing

Slyce and Oculus have entered into an engagement letter with Canaccord Genuity Corp. ("Canaccord"), on behalf of a syndicate of agents (Canaccord, and the other agents, collectively the "Agents") to assist, on a commercially reasonable efforts basis, in a brokered private placement to raise aggregate gross proceeds of up to $10 million (the "Offering") through the issuance of subscription receipts ("Subscription Receipts") of Slyce at a price of $0.60 per Subscription Receipt (which equates to a deemed issuance price of $0.60 per New Slyce Common Share). In addition, the Agents will have an overallotment option to raise additional gross proceeds of up to $2 million, exercisable 48 hours prior to closing.

Upon the satisfaction of all conditions to the completion of the Amalgamation in accordance with the Amalgamation Agreement, including, without limitation, the receipt of all required shareholder and regulatory approvals (the "Escrow Release Conditions"), each Subscription Receipt shall automatically convert, for no additional consideration or action on the part of the holder thereof, into that number of Slyce Common Shares equal to one New Slyce Common Share. The Slyce Common Shares into which the Subscription Receipts will convert will be exchanged for New Slyce Common Shares as part of the Amalgamation.

The gross proceeds from the sale of the Subscription Receipts will be delivered to and held in escrow by the Agents, in an interest bearing account pending the completion the Amalgamation. If the Amalgamation is completed on or before 5:00 p.m. on June 30, 2014, the net escrowed proceeds will be released to Slyce.

Closing of the Offering is expected to occur on or about June 6, 2014, and is subject to customary conditions and approvals. The net proceeds from the sale of the Subscription Receipts will be used to fund Slyce's business plan and for general corporate purposes.

If the Escrow Release Conditions are not satisfied on or before 5:00 p.m. on June 30, 2014, or the Amalgamation Agreement is terminated at an earlier time or if Slyce or Oculus has advised the Agents or announced to the public that it does not intend to proceed with the Amalgamation, holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.

In connection with the Offering, Slyce has agreed to pay the Agents a commission equal to 6% of the gross proceeds raised by the Offering and has agreed to issue the Agents warrants to acquire New Slyce Common Shares equal to 6% of the Subscription Receipts sold under the Offering, which warrants will be exercisable up to two years from the date of closing of the Offering at the Offering price of $0.60 per New Slyce Common Share.

Slyce Board of Directors

Upon the completion of the Amalgamation, the Board of Directors of New Slyce shall consist of: Dale Johnson (Chairman of the Board and Director), Erika Racicot (Chief Operations Officer and Director), Kevin Taylor (Director), Travis Reid (Director), George Colwell (Director) and Alistair Maxwell (Director).

Dale Johnson (Chairman of the Board and Director)

Mr. Dale Johnson is a Director of Slyce Inc. Mr. Johnson has operated his own consulting business since 2007. Prior thereto, Mr. Johnson was the Executive Vice President and President (Asia) for Optimal Payments Plc (formerly Neovia Plc). Mr. Johnson served as Chairman of Optimal Payments Plc from 2007 through 2013 and is currently a director of Southtech Capital Corp., Urthecast Corporation, and CanElson Drilling Inc. Mr. Johnson obtained his Masters of Applied Science from the University of British Columbia in 1968 and a Management Diploma from the University of Calgary in 1991.

Erika Racicot (Chief Operations Officer and Director)

Ms. Erika Racicot is the Chief Operations Officer for Slyce Inc. as well as a Director. Ms. Racicot is also the President of Business Instincts Group, a venture creation firm focussed on the development of tech-startups. Previous to this, Ms. Racicot served in various operations management positions with a number of private companies. Ms. Racicot obtained her diploma in Business Administration with a focus in Marketing from the Southern Alberta Institute of Technology in 2005.

Kevin Taylor (Director)

Mr. Kevin Taylor is a Director of Slyce Inc. Mr. Taylor is the founder, President and CEO of Prism Equity Group and TEReI International Limited and his firms provide financial consulting, merger, acquisition and representation services to companies in the telecommunications and renewable energy arena in the Americas. Prior thereto, Mr. Taylor held roles as the President of Facey Telecom, and before that, as Vice-President and General Manager for Nortel Networks Carrier business in the Caribbean and Latin America Region. Mr. Taylor continues to sit on the Advisory Board of several telecom start-ups. Mr. Taylor obtained his Bachelor of Engineering Science degree in Mechanical Engineering from the University of Western Ontario and later graduated from Harvard Business School's Management Program.

Travis Reid (Director)

Mr. Travis Reid is a Director of Slyce Inc. Mr. Reid is the CEO of Screenvision Cinema Network, LLC, which provides advertising, marketing, and media solutions. Prior thereto, Mr. Reid was CEO for Digital Cinema Implementation Partners, LLC. Mr. Reid obtained a Bachelor degree from California State University, Hayward, School of Business and Economics.

George Colwell (Director)

Mr. George Colwell is a Director of Slyce Inc. Mr. Colwell is currently SAP's Financial Services Industry Principal. Mr. Colwell is an award winning project executive focused on the transformation of technology and process of leading global financial institutions. In addition Mr. Colwell is the managing partner of The Creative Alliance, which focuses on the creation and packaging of television and film concepts. Prior thereto, Mr. Colwell was an executive consultant with Loki Consulting. Mr. Colwell currently serves as on the Board of Directors for STARCLUB Interactive Networks Ltd. Mr. Colwell obtained his Bachelor of Arts from St. Mary's University in 1994.

Alistair Maxwell (Director)

Mr. Alistair Maxwell is a Director of Slyce Inc. Mr. Maxwell is currently the Chairman and CEO of Beacon Securities, and has been active in the financial services industry for over 20 years. Prior to his role at Beacon Securities, Mr. Maxwell was the founder, President and CEO of Clarus Securities. Mr. Maxwell currently serves on the Board of Directors of Ferrum Americas Mining Inc. and Stratton Resources Inc. Mr. Maxwell obtained his Masters of Business Administration degree from the Rotman School of Management.

New Slyce Management Team

The New Slyce management team is led by Mr. Mark Elfenbein, as President.

In addition to Mr. Elfenbein, the following individuals will comprise the New Slyce management team Khurram Qureshi (Chief Financial Officer), Erika Racicot (Chief Operations Officer and Director), Cameron Chell (Managing Director), Adam Jarczyn (Chief Product Officer), Steve Seguin (Chief Technology Officer), Ehsan Fazl-Ersi (Chief Science Officer) and Cameron Schepp (Corporate Secretary). A brief description of the management team biographies is as follows:

Mark Elfenbein (President)

Mr. Mark Elfenbein is the President of Slyce Inc. Prior thereto, Mr. Elfenbein was the Chief Business Development Officer of Mood Media Corporation, an in-store provider of retail media and digital signage. Mr. Elfenbein obtained his Bachelor of Business Administration from the University of Manitoba in 1994.

Khurram Qureshi (Chief Financial Officer)

Mr. Khurram Qureshi is the Chief Financial Officer of Slyce Inc. Mr. Qureshi is a partner at CQK Chartered Accountants LLP, and brings over 22 years of experience in the field of accounting and corporate finance. In addition, Mr. Qureshi is the Chief Financial Officer of Augustine Ventures Inc and Lingo Media Corporation. Prior thereto, Mr. Qureshi acted as Chief Financial Officer for Estrella Gold Corporation. Mr. Qureshi obtained his CA from the Canadian Institute of Chartered Accountants in 1990.

Erika Racicot (Chief Operations Officer and Director)

(as above)

Cameron Chell (Managing Director)

Mr. Cameron Chell is a co-founder of Slyce Inc. and acts as Managing Director. Mr. Chell was also a co-founder of UrtheCast Corporation, as well as the CEO of Business Instincts Group, a venture creation firm in Calgary whose focus is building high-tech startups. Prior thereto, Mr. Chell co-founded a number of other startups.

Adam Jarczyn (Chief Product Officer)

Mr. Adam Jarczyn is the Chief Product Officer at Slyce Inc. Prior thereto, Mr. Jarczyn was a co-founder, and the Chief Executive Officer, of HOVR.IT, a company aimed at generating opportunities for retailers through image-based product search tools. Mr. Jarczyn obtained his Master of Business Administration in Finance and Marketing from DeGroote School of Business in 2009.

Steve Seguin (Chief Technology Officer)

Mr. Steve Seguin is the Chief Technology Officer at Slyce Inc. Prior thereto, Mr. Seguin was a co-founder, and the Chief Technology Officer, at HOVR.IT, a company aimed at generating opportunities for retailers through image-based product search tools. Mr. Seguin obtained his Bachelor of Science from the University of Waterloo in 2006.

Ehsan Fazl-Ersi (Chief Science Officer)

Mr. Ehsan Fazl-Ersi is the Chief Science Officer for Slyce Inc. Mr. Fazl-Ersi obtained his Masters of Science in Systems Design Engineering from the University of Waterloo in 2006, and later his PhD in Computer Science and Engineering from York University in 2012.

Cameron Schepp (Corporate Secretary)

Mr. Cameron Schepp is the Corporate Secretary of Slyce Inc. Mr Schepp has been a partner with the law firm of McCarthy Tétrault LLP since January 2012 practicing primarily in the areas of corporate finance, mergers and acquisitions for both public and private issuers. Mr. Schepp is currently the corporate secretary of Alder Ridge Resources Ltd., a company primarily owned by institutional private equity investors. Mr. Schepp obtained his LL.B. from the University of Manitoba in 2002.

About Oculus

Oculus was incorporated May 8, 2007 and is a Capital Pool Company ("CPC") as defined in TSX-V Policy 2.4. Oculus is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. As a CPC, Oculus's principal business is to identify, evaluate and acquire assets, properties or businesses which would constitute a Qualifying Transaction in accordance with TSX-V Policy 2.4. On July 16, 2010, Oculus's common shares were listed on the NEX Board of the TSX-V under the symbol OVX.H.

The head office, principal address and the registered and records office of Oculus is located at 789 West Pender Street, Suite 800, Vancouver, British Columbia, Canada, V6C 1H2.

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.

READER ADVISORY

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

Completion of the transaction with Slyce is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, approval of the majority of the minority of Oculus shareholders. 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.

Statements in this joint press release contain forward-looking information including, without limitation, Slyce's business plan, strategy and related milestones, Slyce's suggestions of future outcomes, the future use and development of its technology, future customers and business partners, timing and completion of the Amalgamation, the Offering and ongoing corporate strategy and benefits of the Amalgamation. The words "will", "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "should", and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Oculus and Slyce.

Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Slyce or Oculus.

Neither Slyce nor Oculus undertakes any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

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

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Contact Information

  • Oculus Ventures Corporation
    Darren Devine
    CFO
    604-638-8063

    Slyce Inc. - Public Relations Inquiries:
    Josh Stanbury
    Public Relations Director
    416-628-7441

    Slyce Inc. - Investor Inquiries:
    Roy Roman
    Capital Markets Manager
    647-464-6200
    www.slyce.it