Calgary, Alberta–(Newsfile Corp. – August 31, 2021) – Ocumetics Technology Corp. (formerly Quantum Blockchain Technologies Ltd.) (TSXV: OTC) (the “Corporation“) announces that it has completed its transaction (the “Transaction“) with Ocumetics Technology Inc. (formerly Ocumetics Technology Corp.) (“Ocumetics“).
The Transaction comprised a three-cornered amalgamation among the Corporation, Ocumetics and a wholly-owned subsidiary of the Corporation (the “Amalgamation“) and a private placement described below.
The Transaction was an arm’s length transaction. The Transaction constitutes the Corporation’s Qualifying Transaction and a Reverse Takeover under the policies of the TSX Venture Exchange (the “Exchange“).
Pursuant to the Amalgamation, each of the issued and outstanding shares of Ocumetics was exchanged for three common shares of the Corporation, and each of the issued and outstanding warrants of Ocumetics were exchanged for three warrants of the Corporation having the same or similar terms. Pursuant to the Amalgamation, 80,918,502 common shares of Corporation, at a deemed price of $0.125 per share, and 2,134,251 warrants, at a deemed price of $nil, were issued pursuant to the Amalgamation, for a total deemed purchase price of $10,114,813. Of these shares, 73,650,000 common shares were subject to escrow and trading restrictions whereby 10% of such shares would be released upon the issuance by the Exchange of a final exchange bulletin with respect to the Transaction and additional tranches of 15% will be released every six months thereafter.
The Corporation issued 200,000 common shares to Haywood Securities Inc. in exchange for its services as the sponsor for the Amalgamation (the “Sponsor Shares“).
In connection with the Amalgamation, the Corporation completed a non-brokered private placement whereby an aggregate of 21,604,800 common shares were issued at a price of $0.125 per share for aggregate gross proceeds of $2,700,600.00 (the “Private Placement“). The Corporation paid finders fees to Leede Jones Gable Inc. consisting of cash commissions of $36,750.00 and warrants to purchase up to 294,000 common shares of the Corporation at a price of $0.125 per share for 24 months. Proceeds of the Private Placement will be used to fund the research and development and upcoming clinical trials for the Bionic Lens as well as for general administrative and working capital purposes.
The Sponsor Shares and all securities issued under the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance. Shares issued under the Amalgamation were not subject to any statutory hold periods.
Immediately upon completion of the Transaction, the Corporation completed a vertical amalgamation whereby it amalgamated with the corporation formed by the Amalgamation, which was then its wholly-owned subsidiary.
In connection with the Transaction, Keith Erickson resigned as a director and officer of the Corporation, and Dr. Garth Webb and Dayton Marks were appointed directors of the Corporation. The Board of Directors of the Corporation now consists of Dr. Garth Webb, Dayton Marks, Roger Jewett, Johannes Kingma and Robert Quinn. Dr. Mark Lee was appointed the President and Chief Executive Officer of the Corporation, Xin Hui (Sandey) Wang was appointed the Chief Financial Officer and Dr. Garth Webb was appointed the Corporation’s Chief Scientific Officer. Please see the Corporation’s press release dated March 1, 2021 for a description of the qualifications and backgrounds of the directors and officers.
Following the completion of the Transaction, the Corporation issued an aggregate of 8,870,800 incentive stock options to the following directors, officers and consultants pursuant to the terms of the Stock Option Plan of the Corporation:
|Optionee||Position with Corporation||Number of Options|
|Mark Lee||President and Chief Executive Officer||1,623,950|
|Garth Webb||Director and Chief Scientific Officer||1,623,950|
|Xin Hui (Sandey)||Chief Financial Officer||250,000|
|Roger Jewett||Director and Consultant||1,623,950|
Each option entitles the holder thereof to purchase one common share in the capital of the Corporation, at an exercise price per common share of $0.125 for a period of five years. The options of Mark Lee, Garth Webb, Roger Jewett, Dayton Marks, Robert Quinn and Doyle Stulting will vest over a period of three years, with 15% of the options vesting six months after the date of issuance, another 15% vesting after 12 months, another 35% after 24 months and the remaining 35% after 36 months. 50% of the options of Sandey Wang will vest six months after the date of issuance and the remaining six months will vest 12 months after the date of issuance. The options of Johannes Kingma will vest immediately.
The stock options are not transferrable. The common shares issued upon exercise of the stock options will be subject to a four-month resale restriction from the date of grant.
Manning Elliott LLP, the auditor of Ocumetics, will be the auditor of the Corporation. Alliance Trust Company will continue as the transfer agent and registrar of the Corporation’s common shares.
As a result of the Transaction, Dr. Garth Webb, through his holding company, Ventura Holdings Ltd., now holds an aggregate of 43,200,000 Common Shares of the Corporation, or 39.90% of the Common Shares currently issued and outstanding in the share capital of the Corporation (36.11% fully diluted). Dr. Webb also holds options to purchase up to 1,623,950 Common Shares of the Corporation at a price of $0.125 per share for a period of five years. Prior to the Transaction, neither Ventura nor Dr. Webb held any shares of the Corporation.
In the future, depending on economic or market conditions or matters relating to the Corporation Dr. Webb may choose to either acquire additional securities or dispose of securities of the Corporation. Dr. Webb has no present intention to acquire additional securities of the Corporation.
About the Corporation
The Corporation is a Canadian research and product development company that specializes in adaptive lens designs, based in British Columbia. It is now in the pre-clinical stage of a game-changing technology for the ophthalmic industry – the Bionic Lens. The Bionic Lens is an expandable intraocular lens that fits within the natural lens compartment of the eye to completely eliminate the need for corrective lenses. It re-establishes the natural kinetics of the eye muscles to facilitate the eye’s ability to shift focus effortlessly from distance to near and very near range.
Resumption of Trading
Pursuant to the policies of the Exchange, trading of the shares of the Corporation has been halted. Trading of the shares of the Corporation will resume under the trading symbol, “OTC”, on September 10, 2021.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Dr. Mark Lee
President and CEO
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/95066.