Slyce Inc.
TSX VENTURE : SLC
FRANKFURT : 06O1

Slyce Inc.

February 10, 2016 09:40 ET

Slyce Inc. Terminates Short-Form Prospectus Offering, Announces Private Placement Financing and Change in Board of Directors

TORONTO, ONTARIO--(Marketwired - Feb. 10, 2016) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Visual product search platform Slyce Inc. (TSX VENTURE:SLC) ("Slyce" or the "Corporation") announces that it has elected not to proceed with its public offering of the units of the Corporation (the "Offering"). The financing was previously disclosed in the Corporation's press release dated December 1, 2015.

The Corporation is pleased to announce its plans to raise up to $7,000,000 through a non-brokered private placement (the "Private Placement") of up to 70,000,000 units of the Corporation ("Units"), at a price of $0.10 per Unit. Each Unit consists of (i) one common share (a "Common Share") of the Corporation; (ii) one-half (1/2) warrant, with each whole warrant entitling the holder to purchase a Common Share for a period of three (3) years from the closing date of the Private Placement (the "Closing Date"), at an exercise price of CDN$0.12 per Common Share; and (iii) one-half (1/2) warrant, with each whole warrant entitling the holder to purchase a Common Share for a period of four (4) years from the Closing Date, at an exercise price of CDN$0.20 per Common Share.

The Lead Investor has the right to subscribe for up to $5 million in Units, subject to the regulatory approvals of the TSX Venture Exchange. In advance and as part of the Private Placement, the lead investor (the "Lead Investor") has subscribed for an aggregate of $1.6 million in 6% interest bearing unsecured promissory notes (the "Notes") of the Corporation, which Notes shall be converted as a subscription for Units pursuant to the terms under the Private Placement. Closing of the first $1.6 million of the Private Placement is expected on or before February 12, 2016. Closing may occur in one or more tranches with the remaining funds anticipated to close by the end of February 2016. The securities to be issued in connection with the Private Placement are subject to a hold period of four months plus a day from the Closing Date, as required under applicable Canadian securities laws.

Mr. Kevin Taylor has decided to resign from the board for personal reasons. Mr. Taylor has served as a director of Slyce since June 2014. The Board is grateful for Mr. Taylor's valuable guidance, service and contribution to the Corporation and wishes him continued success in his future endeavors. It is expected that Mr. Taylor's vacancy on the Board will allow for the appointment of a strategic nominee of the Lead Investor. Such nominee is subject to the regulatory approvals of the TSX Venture Exchange and the Board of Slyce acting reasonably.

The Corporation intends to use the proceeds from the Private Placement for product development and enhancement purposes, general and administrative expenditures and general corporate purposes. The Private Placement is subject to the approval of the TSX Venture Exchange.

This press release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or sale would be unlawful.

About Slyce Inc.

Slyce, based in Toronto, ON, delivers sophisticated visual search technologies and is currently focused on enabling a powerful sales channel for major retailers and their customers. Consumers, wherever they are, can conveniently engage with retailers by taking pictures of desired products using their mobile devices, thereby initiating the visual search service with near-instant product recognition capability. The Corporation delivers its technology both as a white-label visual search platform and as a suite of consumer mobile apps. Slyce's technology is used by large retail brands such as Neiman Marcus, Urban Outfitters, Tilly's, JCPenney and Home Depot.

Slyce's business model features multiple revenue streams arising from its visual search platform, consumer apps and corresponding data services. The revenue streams include fees for software licensing, integration, purchase transactions, program promotions and data analytics.

Slyce is also listed on the Frankfurt exchange trading under (FRANKFURT:06O1)

For image download and further company information, please click for the Slyce Media Kit

READER ADVISORY

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Statements in this press release contain forward-looking information including, the completion of the Private Placement and the intended use of proceeds from the Private Placement. The completion of the Private Placement is based on a number of assumptions, including, that all approvals for the Private Placement will be received and no material adverse change will occur in Slyce's operations. The intended use of the proceeds by Slyce might change if the board of directors of Slyce determines that it would be in the best interests of Slyce to deploy the proceeds for some other purpose. The words "will", "expect", "may" 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 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.

Slyce does not undertake 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.

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