SLYCE INC. ("SLC")
[formerly Oculus Ventures Corporation ("OVX.H")]
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Name Change and Consolidation, Graduation from NEX to TSX Venture
BULLETIN DATE: July 18, 2014
NEX Company
1. Resume Trading
Effective at the opening on Monday, July 21, 2014, the common shares of SLYCE Inc. will commence trading on TSX Venture Exchange, and the common shares of Oculus Ventures Corporation will be delisted.
2. Qualifying Transaction
TSX Venture Exchange has accepted for filing SLYCE Inc.'s (formerly Oculus Ventures Corporation) (the "Company") Qualifying Transaction described in its information circular dated May 30, 2014 (the "Information Circular"). As a result, at the opening on Monday, July 21, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Qualifying Transaction consists of the arm's length amalgamation between SLYCE Inc. ("Slyce") and 1813472 Alberta Ltd., a wholly owned subsidiary of Oculus Ventures Corporation, pursuant to an Amalgamation Agreement dated April 21, 2014 ("Amalgamation"). Pursuant to the Amalgamation, a total of 60,074,109 Resulting Issuer Shares at a deemed price of $0.60 per Resulting Issuer Share will be issued to former Slyce shareholders for an aggregate deemed consideration of $36,044,465.40.
For further information on the Qualifying Transaction, please refer to the Company's Information Circular available on SEDAR.
The Exchange has been advised that the above transaction, approved by shareholders on June 24, 2014, has been completed.
In addition, the Exchange has accepted for filing the following:
3. Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on April 22, 2014:
Number of Shares: 20,000,000 Subscription Receipts
Each Subscription Receipt entitles the holder to receive one Resulting Issuer Share.
Purchase Price: $0.60 per Subscription Receipt
Number of Placees: 201 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Aggregate Pro Group Involvement P 872,000
[13 placees]
Agents: Canaccord Genuity Corp. (lead agent), Salman Partners Inc., Cormark Securities Inc., and Beacon Securities Limited
Agent's Fee: Cash commission of $720,000
Agents' Warrants: 1,200,000 warrants exercisable to purchase one Resulting Issuer Share at $0.60 per Resulting Issuer Share until July 21, 2016 and a financial advisory fee of 165,000 warrants exercisable to purchase one Resulting Issuer Share at $0.60 per Resulting Issuer Share until July 21, 2016
4. Name Change and Consolidation, Graduation from NEX to TSX Venture
Pursuant to a resolution passed by shareholders on June 24, 2014, the Company has consolidated its capital on a one point seventy five (1.75) old for one (1) new basis. The name of the Company has also been changed to SLYCE Inc.
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Monday, July 21, 2014, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Calgary.
Effective at the opening on Monday, July 21, 2014, the common shares of SLYCE Inc. will commence trading on TSX Venture Exchange, and the common shares of Oculus Ventures Corporation will be delisted. The Company is classified as a ''Technology" company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
95,302,668 shares are issued and outstanding
Escrow: 10,364,518 shares are subject to 36 months staged release escrow,
9,988,088 of which are subject to a Tier 2 Value Security Escrow Agreement, and
376,430 of which are subject to a CPC Escrow Agreement
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: SLC (new)
CUSIP Number: 83160L 10 5 (new)
Company Contact: Erika Racicot, Chief Operating Officer
Company Address: 200-5970 Centre Street S.E., Calgary, AB T2H 0C1
Company Phone Number: 403-992-7295
Company Fax Number: 403-648-3043
Company Email Address: erika@slyce.it
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