Oculus Ventures Corporation announces execution of share purchase agreement
(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.
Balimore Limited is wholly owned by
Located in Carleton Place, Ontario, the Target Companies have three main product lines, namely (i) hydroelectric generation equipment; (ii) biogas power generation equipment and (iii) micro-controller based electronics involved in various industries with the main focus on control systems for jetted bathtubs pumps and accessories, and each has been in business for over 11 years.
Pursuant to the terms of the share purchase agreement, Oculus will issue an aggregate of 30,617,776 class A shares at an agreed value of
In consideration for its work in introducing Oculus to the Target Companies, on closing
It is expected that concurrently with the closing of the acquisition, Oculus will complete a private placement of between 4,000,000 and 16,000,000 class A shares at a price of
Following the closing, it is proposed that Oculus will have the following executive officers:
Yves Grandmaitre -
All other current board members of Oculus will remain on the board after closing. Further information about the proposed insiders of Oculus following closing of the acquisition will be set out in the Oculus filing statement required pursuant to the policies of the TSXV.
Oculus has been working and will continue to work with the Target Companies toward completion of a filing statement. The closing of the acquisition will occur not less than seven business days after the filing statement is filed with the TSXV and the Securities Commissions of British Columbia, Alberta and Ontario via www.SEDAR.com.
The closing of the acquisition and the private placement are subject to various conditions including approval of the TSXV. Oculus shareholder approval is not expected to be required by the policies of the TSXV in connection with the acquisition or private placement.
Oculus expects to be exempt from the requirement to engage a sponsor to provide a report to the TSXV with respect to the acquisition. An exemption is available to Oculus due to the fact that it is completing the concurrent private placement of at least
Trading of class A shares of Oculus was halted by the TSXV after announcement of the execution of the letter of intent in
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.
Forward Looking Statements
Certain information in this press release may contain forward-looking statements. This information is based on current expectations, assumptions and estimates that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. There are many factors which could delay, prevent or otherwise affect the closing of the proposed acquisition and/or private placement, including but not limited to the ability of the parties to satisfy the closing conditions set out in the share purchase agreement, the ability of the resulting company to obtain financing and the receipt of Exchange acceptance of the transaction. Additional information identifying risks and uncertainties is contained in Oculus' filings with the Canadian securities regulators, which filings are available at www.sedar.com. All forward-looking statements are qualified in their entirety by this cautionary statement and except as required by applicable law neither Oculus nor the Target Companies undertake any obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date hereof.
For further information: Oculus Ventures Corporation: John Gabriel, President and CEO, (613) 789-8080, [email protected]
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