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 Tetrault 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
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
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