/Not for distribution to United States newswire services or for release
publication, distribution or dissemination directly, or indirectly, in
whole or in part, in or into the United States./
MONTREAL, July 3, 2013 /CNW Telbec/ - Ovid Capital Ventures Inc. (TSXV:
OCA.P) ("Ovid") is pleased to provide its shareholders with the following update
regarding its proposed transaction with iTech Medical, Inc. ("iTech") announced on April 19, 2013.
Ovid continues to work with iTech to complete a transaction that will
result in a reverse take-over of Ovid by the shareholders of iTech (the
"Transaction"). Due diligence is well under way and the corporation is negotiating a
definitive merger agreement (the "Definitive Agreement"), which is now expected to be signed on or before August 31, 2013 (or
such other date as may be mutually agreed in writing between Ovid and
iTech). As previously-indicated, the Transaction is subject to
requisite regulatory approval, including the approval of the TSX
Venture Exchange (the "TSXV") and standard closing conditions, the approval of the directors of
each of Ovid and iTech of the Definitive Agreement and completion of
due diligence investigations to the satisfaction of each of Ovid and
iTech. Reference is made to Ovid's press release dated April 19, 2013
for additional details relating to Ovid, iTech and the Transaction.
In order to assist iTech with its current working capital needs,
including the completion of the audited statements of iTech and its
wholly-owned subsidiary, BIOflex Medical Magnets, Inc. ("BIOflex"), Ovid has provided iTech with a secured loan in the principal amount
of $125,000. The loan bears interest at a rate of 6% per annum and
matures no later than July 3, 2014. The loan is secured by a general
security over the assets of iTech and BIOflex.
Once completed, the audited financial statements of iTech and BIOflex
will be included in the filing statement prepared in connection with
Concurrent Private Placement
Ovid has engaged Jones, Gable & Company Ltd. (the "Agent") to act as agent, on a best efforts basis, in connection with a
brokered private placement (the "Private Placement") of securities of Ovid that will close concurrently with, and as a
condition of, the Transaction. Pursuant to the Private Placement, Ovid
intends to issue a minimum of 11,500,000 common shares at a minimum
price of $0.20 per share for minimum gross proceeds to Ovid of
$2,300,000 and a maximum of 15,000,000 common shares at the same price
for maximum gross proceeds to Ovid of $3,000,000.
In connection with the Private Placement, the Agent will receive (i) a
cash commission of 10% of the total proceeds of the Private Placement,
and (ii) compensation options (the "Agent's Options") to acquire such number of common shares which is equal to 10% of the
aggregate number of common shares sold pursuant to the Private
Placement. Each Agent's Option shall entitle the Agent to acquire one
additional common share of Ovid at an exercise price of $0.20 per share
for a period of two years from the completion of the Transaction.
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Transaction, it is now anticipated that the board
of directors of the Resulting Issuer shall be comprised of: Wayne D.
Cockburn, Michael Newman and Kosta Kostic. In addition, it is expected
that the officers of the Resulting Issuer shall be Wayne D. Cockburn as
Chief Executive Officer, Allan MacDougall as Chief Financial Officer,
and Charlie Zablotsky continuing as President of BIOflex. The
backgrounds of Messrs. Cockburn and Zablotsky were previously disclosed
in the April 19, 2013 press release and Mr. Kostic is an existing
director of Ovid.
The following sets outs the backgrounds of Messrs. Newman and
G. Michael Newman, Director
Mr. Newman is currently the Managing Director of Boardwalk Capital Inc.
Mr. Newman has over 35 years of senior management and public company
experience. From January 2010 until March 2011, Mr. Newman was CEO of
Caldera Geothermal Inc., a private exploration and development
company. Prior to Caldera, Mr. Newman was CEO of InterRent Real Estate
Investment Trust from December 2006 to September 2009, and President
and CEO of InterRent International Properties Inc. from 1999 to 2006.
InterRent was founded by Mr. Newman in 1997 to acquire multi-unit
residential properties within the Greater Toronto Area and under his
leadership grew from 9 to 4,033 units and was named one of Canada's 100
Fastest Growing Companies by Profit Magazine for two consecutive years,
2008 and 2009.
Allan MacDougall, Chief Financial Officer
Mr. MacDougall joined iTech in May 2013 as the company's Chief Financial
Officer. Mr. MacDougall is an innovative finance leader with extensive
experience providing corporate finance oversight and strategy to
organizations in public and private industries. Prior to joining
iTech, Mr. MacDougall was the Global Finance Director for Dumas
Contracting Ltd., a private mining construction/engineering company.
From 2006 until 2011, Mr. MacDougall was the Director of Finance for
Rogers Communications Inc., a $15 billion public communications
company. At Rogers, Mr. MacDougall was accountable for controllership,
financial planning and analysis, budgeting and forecasting for the
various business units of the company. Prior to Rogers, Mr. MacDougall
was VP, Corporate Controller for Bechtel Engineering Canada, a $30
billion public engineering company. At Bechtel, he led the finance,
administration, tax compliance and legal functions for nine (9)
Canadian entities and reported directly to the Canadian President and
the global CFO. Mr. MacDougall received his CA designation from McGill
All information contained in this news release with respect to Ovid and
iTech was supplied by the parties respectively, for inclusion herein,
and each party and its directors and officers have relied on the other
party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance and, if applicable,
pursuant to the requirements of the TSXV, majority of the minority
shareholder approval. 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news
release includes certain "forward-looking statements" under applicable
Canadian securities legislation. Forward-looking statements include,
but are not limited to, statements with respect to: the terms and
conditions of the proposed Transaction; the terms and conditions of the
proposed Private Placement; use of funds; and the business and
operations of the Resulting Issuer after the proposed Transaction.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other factors
which may cause the actual results and future events to differ
materially from those expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: general
business, economic, competitive, political and social uncertainties;
delay or failure to receive board, shareholder or regulatory approvals;
and the ability of the Resulting Issuer to execute and achieve its
business objectives. There can be no assurance that such statements
will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements. Ovid and iTech disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
SOURCE: Ovid Capital Ventures Inc.
For further information:
For further information regarding the Transaction, please contact:
Edward Ierfino, Chief Executive Officer, Ovid Capital Ventures Inc.
Wayne D. Cockburn, Chief Executive Officer, iTech Medical, Inc.