Upon the satisfaction of all conditions to the completion of the amalgamation (the "Amalgamation") between Slyce and a wholly-owned subsidiary of Oculus ("AcquisitionCo") in accordance with the amalgamation agreement dated
The gross proceeds from the sale of the Subscription Receipts were delivered to
If the Escrow Release Conditions are not satisfied on or before
In connection with the Financing, Slyce agreed to pay the Agents a commission equal to 6% of the gross proceeds raised by the Financing (the "Agents' Fee"). Fifty percent of Agents' Fee was paid on closing. The remaining 50% of the Agents' Fee is being held in escrow and will be released to the Agents upon satisfaction of the Escrow Release Conditions being satisfied. In the event a Termination Event occurs, the portion of the Agents' Fee held in escrow will be used to refund the offering price of the Subscription Receipts to the holders of the Subscription Receipts, and the total Agents' Fee to which the Agents are entitled will be limited to the portion already paid. In addition, Slyce has issued to the Agents broker warrants which entitle the Agents to receive, in connection with the Amalgamation, warrants to purchase 1,200,000 Oculus Shares, which warrants will be exercisable up to two years from the date of closing of the Financing at an exercise price of
Slyce is currently a privately held company incorporated under the Business Corporations Act (
Oculus was incorporated
The head office, principal address and the registered and records office of Oculus is located at
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.
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 Amalgamation is subject to a number of conditions, including but not limited to, TSX-V acceptance and shareholder approval. There can be no assurance that the Amalgamation 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 Amalgamation, any information released or received with respect to the Amalgamation 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, timing and completion of the Amalgamation and the satisfaction of the Escrow Release Conditions. 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
FOR FURTHER INFORMATION PLEASE CONTACT:
Oculus Ventures Corporation Darren DevineCFO 604-638-8063 Public Relations Inquiries: Slyce Inc. Josh StanburyPublic Relations Director 416-628-7441 Investor Inquiries: Slyce Inc. Roy RomanCapital Markets Manager 647-464-6200 Source: Slyce Inc.