/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.
Secured Loan
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 the Transaction.
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 MacDougall.
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 University.
Further Information
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.