Ovid Capital Ventures Inc. Provides Update Regarding Its Qualifying Transaction With iTech Medical, Inc.

MONTREAL, QUEBEC--(Marketwired - Sept. 26, 2014) -

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Ovid Capital Ventures Inc. (TSX VENTURE:OCA.P) ("Ovid" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to provide an update regarding the closing of its proposed Qualifying Transaction (as defined under Exchange Policy 2.4 - Capital Pool Companies) with iTech Medical, Inc. ("iTech"). As previously disclosed in its press release dated June 5, 2014, Ovid filed a filing statement, dated as of May 30, 2014, in connection with the Company's Qualifying Transaction (the "Filing Statement") on SEDAR and received conditional acceptance from the Exchange. The Company wishes to confirm that it is continuing to pursue the closing of the Qualifying Transaction, which is now expected to occur on or about October 6, 2014, assuming all conditions to closing are satisfied. 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 Merger

As previously announced, Ovid entered into an agreement and plan of merger dated as of November 8, 2013 (the "Merger Agreement") to complete a business combination involving Ovid, Ovid Acquisition Corp. (a wholly-owned subsidiary of Ovid incorporated pursuant to the laws of the State of Delaware) and iTech pursuant to which Ovid Acquisition Corp. will be merged with and into iTech, the separate corporate existence of Ovid Acquisition Corp. shall cease, and iTech shall continue as the surviving corporation under the laws of the State of Delaware. Each iTech common share issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive: (i) 0.29167 of a fully paid and non-assessable Ovid common share; (ii) 0.04167 of a fully paid and non-assessable Ovid Series A Preferred Share; and (iii) 0.15 of a fully paid and non-assessable Ovid Series B Preferred Share. Therefore, in connection with the merger, it is anticipated that: (i) 27,871,216 Ovid common shares will be issued in exchange for the iTech common shares; (ii) 3,981,875 Ovid Series A Preferred Shares will be issued in exchange for the iTech common shares; and (iii) 14,333,604 Ovid Series B Preferred Shares will be issued in exchange for the iTech common shares. The Ovid Series A Preferred Shares and the Ovid Series B Preferred Shares are convertible into Ovid Common Shares in certain circumstances described below on a 1:1 ratio.