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     1213  0 Kommentare Ovid Capital Ventures Inc. Provides Update Regarding Its Qualifying Transaction With iTech Medical, Inc. - Seite 3

    The Private Placement

    Concurrently with the Qualifying Transaction, and as a condition to the closing of the merger, Ovid intends to complete a brokered private placement the ("Private Placement") by issuing a minimum of 12,750,000 Units and a maximum of 15,000,000 Units at a purchase price of $0.20 per Unit, for gross proceeds to Ovid of a minimum of $2,550,000 and a maximum of $3,000,000. Each Unit is comprised of one Ovid common share and one-half of one Ovid Warrant, each whole Ovid Warrant entitling the holder thereof to acquire one additional Ovid common share at an exercise price of $0.30 for a period of 24 months from the closing. Proceeds from the Private Placement will be used by Ovid to pay for the costs of the Qualifying Transaction, to fund the Resulting Issuer's operating expenses, including research and development and marketing expenses and to fund working capital.

    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 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 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 $0.20 per share for a period of 24 months from the closing.

    Conditions of the Qualifying Transaction

    The Qualifying Transaction is subject to certain conditions, including but not limited to, the completion of the Private Placement, obtaining the iTech shareholder approval, 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.

    Annual and Special Meeting of Ovid Shareholders

    The annual and special meeting of shareholders was held on June 19, 2014 in Montreal, Quebec. At the meeting, in addition to the presentation of Ovid's audited financial statements, Ovid shareholders approved the re-election of Edward Ierfino, Andre Godin and Kosta Kostic as directors of the Company and the appointment of Nexia Friedman as auditors. In addition, Ovid shareholders approved the following three separate special resolutions which may be implemented in connection with the closing of the Qualifying Transaction: (i) amending the Articles of Ovid to change the registered office of the Company from the Province of Quebec to the Province of Ontario; (ii) changing the name of the Company from "Ovid Capital Ventures Inc." to "iTech Medical Inc.", or such other name that the Board of Directors, in their sole discretion, may determine; and (iii) amending the Articles of Ovid to allow the Board of Directors to appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

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    Verfasst von Marketwired
    Ovid Capital Ventures Inc. Provides Update Regarding Its Qualifying Transaction With iTech Medical, Inc. - Seite 3 MONTREAL, QUEBEC--(Marketwired - Sept. 26, 2014) - 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. …