Oculus To Acquire US Based OCL Technologies Corp. To Expand Business Offerings Through Strategic Acquisition Of Global Data Protection and Compliance Firm
Vancouver, British Columbia, April 20th, 2020:Oculus VisionTech Inc. (the “Company” or “Oculus”) (TSX.V: OVT; OTCQB: OVTZ; FSE: USF1), an emerging data security provider, is pleased to announce the planned expansion of its suite of data security products through the acquisition of 100% of the shares of OCL Technologies Corp. www.ocltechnologies.com (hereafter “OCL”), a Delaware Corporation, with its head office located in the technology hub of San Diego, California. OCL is specifically focused on providing enterprise organizations and individuals with highly-secure data privacy tools that provide sustained and continuous global regulatory compliance of data subject rights, while independently protecting all parties. With the burgeoning growth of privacy regulation worldwide coupled with strict regulatory oversight, companies are dedicating significant resources to achieve and maintain compliance. In the past two years alone, initiatives such as the EU GDPR (General Data Protection Regulation effective May 25, 2018) as well as the CCPA (California Consumer Privacy Act passed June 28, 2018 and effective January 1, 2020) have mandated privacy rights and data protection for entities and individuals contemplated within their legislative frameworks. In addition to these, there are additional data privacy legislative initiatives on-going in Asia and both North and South America which will require data protection solutions. Oculus believes that the acquisition of OCL is a tremendous fit within its core objective of developing robust cutting edge technologies that address focused customer data protection requirements on a global scale.
“OCL’s Right-To-Be-Forgotten Platform will address the requirements of data privacy regulation implementing a modern platform to ensure compliance across an organization’s entire array of data processing capabilities. We are excited to add the OCL platform to the Oculus product offering. As a developer of next generation data protection and security offerings, we see a synergy between the Oculus DPS Cloud document protection system and the Right-To-Be-Forgotten Platform and our team will be examining unique applications and market opportunities for Oculus. We look forward to reporting on more developments with respect to both the details of the product offering and opportunities for Oculus imminently” stated Rowland Perkins the CEO of the Company.
Consideration for the acquisition of OCL is 12,500,000 common shares of the Company and 12,500,000 share purchase warrants exercisable for a period of five years from date of issuance. The share purchase warrants are exercisable only upon specific performance criteria being met. Such criteria being 1) revenue sales projections per OCL’s proformas, or 2) listing on a major US exchange, or 3) change of control.
In conjunction with the acquisition of OCL, the Company is proposing to offer 10% convertible debentures with principle amounts totaling in aggregate, a maximum of CDN $1,000,000 (the Offering). The Company reserves the right, without notice, to increase the size of the Offering. Terms of the convertible debentures are as follows:
– Interest is calculated from the date of issue at a rate of 10% per annum, calculated and payable semi-annually until the maturity date
– Repayment of the principle amount will be made prior to the date that is earlier of (a) 24 months from the date of the issuance of the debenture and (b) the date the Company redeems the principle amount
– The principle amount of the debenture is convertible into shares at the option of the subscriber in whole or in part prior to (I) the maturity date, (II) the business date immediately preceding the debenture date(s) at a conversion price of US equivalent CDN $0.15 on or before 180 days before the date of issuance and thereafter at a price of US equivalent CDN $0.30 up to and including the maturity date
– If at anytime following the closing the daily volume weighted average trading price of the shares on the Exchange (TSX.V) is greater than CDN $1.00 for the preceding 10 consecutive trading days, the Company shall have the option to convert all of the principle amount of the outstanding debenture at the conversion price upon giving the subscriber 30 days advanced written notice.
Completion of the Acquisition and the convertible debenture offering are subject to receipt of applicable regulatory approvals including acceptance by the TSX Venture Exchange (the “TSX.V”). The proceeds of the offering will be used by the Company for both the continued development and commercialization of the Company’s cloud based cyber security technology as well as the commercialization of OCL’s Right-To-Be-Forgotten Platform and general working capital.
The Offered Securities will be subject to applicable resale restrictions under Canadian securities laws of four months and one day. Furthermore, the Offered Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the United States Securities Act of 1933, as amended (the “1933 Act”) and will remain “restricted securities” notwithstanding any resale within or outside the United States unless the sale is completed pursuant to an effective registration statement under the 1933 Act or in accordance with Rule 144 under the 1933 Act (“Rule 144”). Under Rule 144, the Offered Securities will be subject to a minimum hold period of six months after the closing of the Offering.
The Offered Securities will not be registered under the 1933 Act, or any applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States of “U.S. persons”, as such term is defined in Regulation S promulgated under the 1933 Act, absent registration or an applicable exemption from such registration requirements. This news release will not constitute an offer to sell or an offer to buy the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. persons.
OCL Technologies www.ocltechnologies.com, is a startup specifically focused on providing enterprise organizations and individuals with highly-secure data privacy tools that provide sustained and continuous global regulatory compliance of data subject rights. Headquartered in San Diego, California, OCL Technologies was founded by industry veteran storage technology experts and is operated by an experienced management team.
Learn more about OCL Technologies at www.ocltechnologies.com.
Oculus, www.ovtz.com, is a cyber security company that creates systems for document and multimedia protection to combat tampering and digital piracy. Utilizing proprietary technology originally created for embedding digital watermarking video-on-demand (VOD) systems, Oculus has created a Cloud-based document protection system based on embedded digital watermarking. The Company’s systems, services and delivery solutions include document, still image and motion video digital watermark solutions and documents, photographs (still image) and video content protection. Headquartered in Vancouver, British Columbia, Canada, Oculus was founded by experts in image processing and is operated by an experienced management team.
ON BEHALF OF THE BOARD OF DIRECTORS
Chief Financial Officer and Director
For further information, contact:
Telephone: (604) 685-1017
Fax: (604) 685-5777
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.
This news release contains forward-looking statements and information within the meaning of applicable securities laws (collectively, “forward-looking statements”), including the United States Private Securities Litigation Reform Act of 1995. All statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, statements as to the intended uses of the proceeds received from the Offering. Often, but not always, forward-looking statements can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “budget”, “schedules”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to, among others, the change of business focus of the management of Oculus, the inability of Oculus to pursue its current business objectives, the ability of the Company to obtain any required governmental, regulatory or stock exchange approvals, permits, consents or authorizations required, including TSXV final acceptance of the Offering and any planned future activities, and obtain the financing required to carry out its planned future activities. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the Company’s industry, may also adversely affect the future results or performance of the Company. These forward-looking statements are made as of the date of this news release and Oculus assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in these forward-looking statements. Although Oculus believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance those beliefs, plans, expectations, or intentions will prove to be accurate.
Investors should consider all of the information set forth herein and should also refer to the risk factors disclosed in Oculus’ periodic reports filed from time-to-time with the United States Securities Exchange Commission and Canadian securities regulators. These reports and Oculus’ public filings are available at www.sec.gov in the United States and www.sedar.com in Canada.