Oculus Ventures Corporation announces execution of share purchase agreement

OTTAWA, Feb. 1 /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") is pleased to announce that it has entered into a share purchase agreement dated as of January 29, 2010 relating to the arm's length acquisition of the following privately owned companies (collectively the "Target 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.

Balimore Limited is wholly owned by Robert Morley of Perth, Ontario and 1384694 Ontario Inc. and Sequence Electronics Inc. are wholly owned by Colleen Morley also of Perth, Ontario. All Target Companies are incorporated under the laws of the Province of Ontario. The execution of the share purchase agreement follows the previous announcement that Oculus had executed a letter of intent on August 25, 2009. Oculus intends for the acquisition to constitute its "Qualifying Transaction" as such term is defined in the policies of the TSXV. A copy of the share purchase agreement will be filed with the Securities Commissions of British Columbia, Alberta and Ontario via www.SEDAR.com.

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 $0.125 per share to Robert and Colleen Morley in exchange for all of the issued and outstanding shares of the Target Companies. Oculus will also pay cash and issue a secured convertible debenture in a total combined amount of $445,863.75 in respect of debt owed by the Target Companies to Robert Morley. The amount of cash payable shall be determined in accordance with the terms of the share purchase agreement and will depend on the size of a proposed concurrent private placement described below. The convertible debenture will have a term of 5 years, will bear interest at the rate of 10.39% per annum, will be repayable in 60 equal monthly blended payments of principal and interest and will be convertible at the option of the holder in whole or in part at any time during the term into class A shares of Oculus at a conversion rate of $0.125 per class A share. Assuming a concurrent private placement of $2,000,000, the convertible debenture will have a principal amount of $299,863.75 and will be convertible into 2,398,910 class A shares of Oculus on closing. Oculus has 6,000,000 class A shares issued and outstanding as of the date hereof.

In consideration for its work in introducing Oculus to the Target Companies, on closing Raymond James Ltd. will receive a finder's fee of $76,544, being 2% of the acquisition value, half of which will be payable in cash and the remaining half will be payable in the form of 306,178 class A shares of Oculus at a value of $0.125 per share.

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 $0.125 per share for proceeds of between $500,000 and $2,000,000. Proceeds from the private placement will be used to pay for the costs of the acquisition and to fund research and development, sales, marketing, client services and working capital on a post closing basis. Raymond James Ltd. has been retained by Oculus as agent to provide assistance in respect of all or part of the private placement. Raymond James Ltd. will receive as cash commission of 7.5% of private placement funds raised by them and agent warrants ("Agent Warrants") to purchase class A shares of Oculus for up to thirty six (36) months following closing at the private placement price. The number of class A shares that may be acquired on exercise of the Agent Warrants will be equal to 7.5% of the number of class A shares issued to subscribers in the private placement that were introduced by Raymond James Ltd., entitling Raymond James Ltd to acquire 1,200,000 class A shares if a full $2,000,000 is raised from subscribers introduced by the agent. In addition, Raymond James Ltd. will be paid a corporate finance fee of $30,000 plus GST and will be reimbursed by Oculus for its expenses in connection with the transaction.

Following the closing, it is proposed that Oculus will have the following executive officers:

Robert Morley - Mr. Morley is the current President of each of Balimore Limited, Powerbase Energy Systems Inc. and Sequence Controls Inc. and it is proposed that Mr. Morley will be the President and CEO of Oculus following closing. Mr. Morley will also be appointed as a director of Oculus on closing.

John Gabriel - Mr. Gabriel is the current President, CEO, CFO and a director of Oculus and it is proposed that after closing Mr. Gabriel will remain as a director and move to the role of VP of Business Development.

Yves Grandmaitre - Mr. Grandmaitre is currently a VP of Powerbase Energy Systems Inc. and Sequence Controls Inc. and it is proposed that Mr. Grandmaitre will be the VP of Sales and Marketing of Oculus following closing.

David Croucher - Mr. Croucher is currently a director of Oculus and it is proposed that after closing Mr. Croucher will remain as a director and take on the role of CFO of Oculus.

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 $500,000. In the event that the private placement does not close, or closes in an amount of less than $500,000, the policies of the TSXV may dictate that Oculus retain a sponsor in connection with the acquisition.

Trading of class A shares of Oculus was halted by the TSXV after announcement of the execution of the letter of intent in September 2009 and will remain halted until such time as the TSXV may determine, having regard to the completion of certain requirements pursuant to TSXV Policy 2.4.

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: For further information: Oculus Ventures Corporation: John Gabriel, President and CEO, (613) 789-8080, johngabriel@bbgequity.com

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