Ovid Capital Ventures Inc. provides update regarding proposed qualifying transaction with iTech Medical, Inc. /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. For further information regarding the Transaction, please contact: Edward Ierfino, Chief Executive Officer, Ovid Capital Ventures Inc. Telephone:514-562-1374 Email: email@example.com Wayne D. Cockburn, Chief Executive Officer, iTech Medical, Inc. Telephone:905-853-2424 Email: firstname.lastname@example.org SOURCE: Ovid Capital Ventures Inc. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/July2013/03/c5048.html CO: Ovid Capital Ventures Inc. ST: Quebec NI: FIN MNA 2575 WNEWS -0- Jul/03/2013 14:49 GMT
Ovid Capital Ventures Inc. provides update regarding proposed qualifying transaction with iTech Medical, Inc.
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