OTTAWA, June 15 /CNW Telbec/ - Oculus Ventures Corporation ("Oculus") (TSX Venture: OVX.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "TSXV") today announced that it has entered into an amendment to the share purchase agreement dated as of January 29, 2010 relating to the arm's length acquisition of the following privately owned companies:
(i) Balimore Limited and its wholly owned subsidiary Powerbase Energy Systems Inc.,
(ii) 1384694 Ontario Inc. and its wholly owned subsidiary Sequence Controls Inc., and
(iii) Sequence Electronics Inc.
The share purchase agreement was originally signed on January 29, 2010 and was amended on April 14, 2010. A copy of the second amendment will be filed and available for review at www.SEDAR.com. The amendment primarily relates to a change to the valuation being used for the transaction from $0.125 per Oculus class A share to $0.10 per share.
As previously announced, Oculus will be required to complete an equity financing concurrently with the closing of the acquisition. The terms of that financing have been revised. It is now expected that Oculus will issue between 30,000,000 and 50,000,000 units at $0.10 per unit for gross proceeds of $3,000,000 to $5,000,000. Each unit will be comprised of one class A share and one warrant. Each warrant is exercisable to acquire one class A share at $0.25 per share for 24 months, provided that Oculus may force an early termination after the closing price of the class A shares on the TSX Venture Exchange exceeds $0.30 for twenty consecutive trading days.
Each of Raymond James Ltd. and Greenrock Asset Management Ltd. has been engaged as an agent in respect of the financing. Each of the agents will receive a cash commission of 7% of funds raised by it and agent warrants to purchase class A shares for twenty four (24) months at $0.10 per share. The number of class A shares that may be acquired on exercise of the agent warrants will be equal to 7% of the number of units issued to subscribers that were introduced by each agent, which would entitle the agents to collectively acquire 3,500,000 class A shares if $5,000,000 is raised entirely from subscribers introduced by them. Each agent may retain sub-agents.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as such term is defined under the TSXV policies), 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.
SOURCE OCULUS VENTURES CORPORATION
For further information: For further information: Oculus Ventures Corporation, John Gabriel, President and CEO, 613-789-8080, firstname.lastname@example.org