TORONTO, ONTARIO--(Marketwired - Jan. 20, 2016) -
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Visual product search platform Slyce Inc. (TSX VENTURE:SLC) ("Slyce" or the "Corporation") is pleased to announce the entering into of certain loan arrangements and wishes to provide an update as to the anticipated closing date of its previously announced short form prospectus Offering (as defined below).
The Corporation is pleased to announce that certain current members of management, directors and a principal shareholder (collectively, the "Insiders") of the Corporation have irrevocably subscribed for an aggregate of $255,000 in non-interest bearing unsecured promissory notes (the "Notes") of the Corporation, which Notes shall be converted at the election of the individual Insider as a subscription for Units pursuant to its previously announced Offering (as defined below) or be repayable by the Corporation as unsecured debt. The proceeds of the Notes are being used to finance certain short term working capital needs of the Corporation.
The Corporation also announces today that it has entered in to a standby commitment loan agreement for a secured bridge loan of up to CDN$1 million (the "Bridge Loan"). In consideration for and upon entering into the Bridge Loan, Slyce has agreed to pay a standby fee in the amount of CDN$20,000. Slyce has also agreed to pay a commitment fee in the amount of CDN$20,000 and to issue 150,000 common shares of Slyce ("Common Shares") to the lender, in consideration for any advance under the Bridge Loan, subject to TSX-V approval.
The Bridge Loan shall be made available in one advance of up to CDN$1 million (the "Advance") on or before February 5, 2016 and will bear interest at one and one-half percent (1.5%) per month. The lender has the option to convert any amount of the outstanding principal amount, together with accrued interest, into Units of Slyce pursuant to and in accordance with the terms of the Offering.
Kevin Taylor is a director of Slyce and principal of JJR Private Capital Limited Partnership ("JJR"), which is the lender providing the Bridge Loan. Accordingly, the entering into of the Bridge Loan is a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, the Bridge Loan is not subject to formal valuation requirements and the transaction is also exempt from the minority approval requirement, in reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Bridge Loan, insofar as it involves interested parties, exceeds 25% of Slyce's market capitalization.
As previously announced, Slyce has obtained a receipt from the securities regulatory authorities in the provinces of Ontario, British Columbia and Alberta for a preliminary short form prospectus dated December 1, 2015 (the "Preliminary Prospectus") in connection with a public offering (the "Offering"), on a commercially reasonable efforts basis, of a minimum of CDN$9 million and up to a maximum of CDN$13.5 million of units of Slyce.
The Offering is now expected to close the week of February 15, 2016, subject to certain conditions including, but not limited to, the execution of a formal agency agreement, the issuance of a receipt for a final short form prospectus (the "Final Prospectus") in connection with the Offering and the approval of the TSX Venture Exchange.
The net proceeds of the Offering will initially be added to the Corporation's working capital and will subsequently be applied to various purposes as disclosed in the Corporation's short form prospectus.
This press release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or sale would be unlawful.
About Slyce Inc.
Slyce, based in Toronto, ON, delivers sophisticated visual search technologies and is currently focused on enabling a powerful sales channel for major retailers and their customers. Consumers, wherever they are, can conveniently engage with retailers by taking pictures of desired products using their mobile devices, thereby initiating the visual search service with near-instant product recognition capability. The Company delivers its technology both as a white-label visual search platform and as a suite of consumer mobile apps. Slyce's technology is used by large retail brands such as Neiman Marcus, Tilly's, JCPenney and Home Depot.
Slyce's business model features multiple revenue streams arising from its visual search platform, consumer apps and corresponding data services. The revenue streams include fees for software licensing, integration, purchase transactions, program promotions and data analytics.
Slyce is also listed on the Frankfurt exchange trading under (FRANKFURT:06O1).
For image download and further company information, please click for the Slyce Media Kit.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Statements in this press release contain forward-looking information including, without limitation, the issuance of the Notes, the obtaining of a receipt for the Final Prospectus, the approval of the TSX Venture Exchange, the execution of an agency agreement among Slyce and the agents named therein, the timing and completion of the Offering, the anticipated use of proceeds of the Offering by Slyce and the completion of the Bridge Loan or any advance thereunder. The completion and timing of the Offering and any advance under the Bridge Loan is based on a number of assumptions, including, that all approvals for the Offering will be received, a receipt by the securities regulatory authorities in the provinces of Ontario, British Columbia and Alberta being issued for the Final Prospectus in connection with the Offering, no material adverse change will occur in Slyce's operations nor will any events occur that would trigger termination rights under the agency agreement. The intended use of the net proceeds by Slyce might change if the board of directors of Slyce determines that it would be in the best interests of Slyce to deploy the proceeds for some other purpose. The completion of the Bridge Loan is based on a number of assumptions, including, that all approvals for the Bridge Loan will be received, no material adverse change will occur in Slyce's operations nor will any events occur that would trigger termination rights under the loan agreement with JJR. The words "will", "expect", "may" and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Slyce.
Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Slyce.
Slyce does not undertake any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.
None of the information contained on, or connected to, Slyce's website is incorporated by reference herein.