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MONTREAL, QUEBEC– (Marketwired – May 1, 2015) – Ovid Capital Ventures Inc. (TSXV: “OCA.P”) (“ Ovid” or the “ Company”), a capital pool company listed on the TSX Ventur e Exchange (the “ Exchange”), is pleased to announce that it has received con ditional acceptance from the Exchange for the closing of its proposed Qualifying Transaction (as defined under Exchange Policy 2.4 – Capital Pool Companies) with BIOflex Medical Magnetics, Inc. (“ BIOflex”), and that further to its press release dated December 3, 2014, it has filed a filing statement, dated as of April 29, 2015, in connection with the Company’s Qualifying Transaction (the “ Filing Statement”). The Filing Statement is available under the Company’s profile on SEDAR at www.sedar.com.
Assuming all conditions to closing are satisfied, the Company expects to close the Qualifying Transaction on or about May 29, 2015. Upon completion of the proposed Qualifying Transaction, the Company is expected to meet all of the minimum listing requirements for a Tier 2 Life Sciences Issuer.
The Company is also pleased to announce that the Exchange granted an extension of the deadline for the transfer of the common shares of the Company to NEX until October 2, 2015. Should the Company not complete its Qualifying Transaction by the foregoing deadline, its common shares will be transferred to NEX.
The Qualifying Transaction
Ovid and its newly-created subsidiary have entered into an asset purchase agreement with BIOflex and its parent, iTech Medical, Inc., in respect of the acquisition of all of the assets of BIOflex. Pursuant to the agreement, the consideration for the acquisition of the assets of BIOflex shall consist of: (i) a cash payment from Ovid in the amount of $60,000 payable to BIOflex at the effective time of the acquisition; and (ii) 17,225,000 Ovid common shares to be issued to BIOflex at the effective time of the acquisition, at deemed price of $0.1125 per share, representing a deemed value of $1,937,812.50.
BIOflex is a private medical device company that has been developing and selling magnetic therapy devices since 1986. BIOflex currently has over 20 Products – many of which are being marketed to the sports medicine market. BIOflex operates from an FDA-registered facility and many of its Products are registered with the FDA as Class I medical devices. BIOflex sells its Products through several channels including web-based sales, corporate partnerships, direct response TV, retail distribution, internet catalogs and through a network of distributors worldwide. Additional information relating to BIOflex and the Qualifying Transaction may be found in the Filing Statement.
As part of the Qualifying Transaction, and as a condition to the closing of the acquisition of the assets of BIOflex, Ovid intends to complete a brokered private placement the (“ Private Placement”) by issuing a minimum of 10,000,000 Units and a maximum of 13,333,334 Units at a purchase price of $0.1125 per Unit, for gross proceeds to Ovid of a minimum of $1,125,000 and a maximum of approximately $1,500,000. Each Unit is comprised of one Ovid common share and one Ovid warrant, with each Ovid warrant entitling the holder thereof to acquire one additional Ovid common share at an exercise price of $0.15 for a period of 12 months from the closing of the Qualifying Transaction.
Ovid has engaged Jones, Gable & Company Ltd. (the “ Agent”) to act as agent, on a best efforts basis, in connection with the Private Placement and will receive as compensation (i) a commission of up to 10% of the gross proceeds of the Private Placement, and (ii) compensation options (the “ Agent’s Options ”) to acquire such number of Ovid common shares which is equal to up to 10% of the aggregate number of Ovid common shares sold pursuant to the Private Placement. Each Agent’s Option shall entitle the Agent to acquire one additional Ovid common share at an exercise price of $0.1125 per share for a period of 12 months from the closing of the Qualifying Transaction.
Conditions of the Qualifying Transaction
The Qualifying Transaction is subject to certain conditions, including but not limited to, the completion of the Private Placement, no material adverse change occurring until the closing, receiving all necessary regulatory and third party approvals, and the Exchange being satisfied that, after completion of the Qualifying Transaction, the Resulting Issuer will satisfy the Exchange’s minimum listing requirements in order to become a Tier 2 Life Sciences Issuer.
All information contained in this news release with respect to Ovid and BIOflex 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.
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 BIOflex 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.
For additional information, please contact: Edward Ierfino, President and Chief Executive Officer of the Company at (514) 562-1374.