OCULUS VENTURES CORPORATION
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OCULUS VENTURES CORPORATION
MANAGEMENT DISCUSSION & ANALYSIS
For the period ended March 31, 2014
This Management Discussion and Analysis (“MD&A”) of Oculus Ventures Corporation (“Oculus” or the
“Company” or “Issuer”) has been prepared by management as of May 30, 2014. This MD&A should be
read in conjunction with the unaudited condensed interim financial statements and notes thereto for the
three months ended March 31, 2014 and with the audited consolidated financial statements for the fiscal
year ended December 31, 2013 and related notes .
Forward Looking Information
This MD&A may contain “forward-looking statements” which reflect the Company’s current expectations
regarding the future results of operations, performance and achievements of the Issuer. The Issuer has
tried, wherever possible, to identify these forward-looking statements by, among other things, using words
such as “anticipate,” “believe,” “estimate,” “expect” and similar expressions. The statements reflect the
current beliefs of the management of the Company, and are based on currently available information.
Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors,
which could cause the actual results, performance, or achievements of the Issuer to differ materially from
those expressed in, or implied by, these statements.
The Company undertakes no obligation to publicly update or review the forward-looking statements
whether as a result of new information, future events or otherwise. Historical results of operations and
trends that may be inferred from the following discussions and analysis may not necessarily indicate
future results from operations.
Overall Performance
The Company was incorporated under the Canadian Business Corporations Act on May 8, 2007 and
became a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the
“TSXV”) on March 1, 2008. As a CPC, the Company’s principal business is to identify, evaluate and
acquire assets, properties or businesses which would constitute a Qualifying Transaction (“QT”) in
accordance with Policy 2.4 of the TSXV. Such a transaction will be subject to shareholder and regulatory
approval.
On March 25, 2008, the Company completed its Initial Public Offering (“Offering”) and issued 4,000,000
Class A Shares at $0.10 per share, for gross proceeds of $400,000. The net proceeds of this Offering are
being used to provide the Company with a minimum of funds with which to identify and evaluate assets or
businesses for acquisition with a view to completing a Qualifying Transaction.
On April 1, 2008, the Company’s Class A Shares commenced trading on the Exchange under the trading
symbol “OVX.P”.
On April 1, 2010, the Company received notice from the TSXV that it had been suspended from trading
for failure to complete a Qualifying Transaction (QT) within the 24 months of listing with the Exchange, in
accordance with Exchange Policy 2.4. On July 16, 2010, Oculus Ventures Corporation shares were listed
on the NEX under the symbol OVX.H and trading was reinstated on the opening of July 19, 2010.
Pursuant to Section 4.1(1)(b)(ii) of the Escrow Agreement which states that, if the Company fails to
complete its Qualifying Transaction within the time period specified by the Exchange and is moved to the
NEX, the Company and the Escrow Agent shall “take such action as is necessary to immediately cancel
that number of Discount Seed Shares held by Related Parties to the CPC as determined by a vote of the
shareholders of the Issuer pursuant to section 14.13 of the Policy”, on July 6, 2010 the Company issued a
Treasury Order cancelling 1,000,000 of the seed shares owned by BBG Equity Management Corporation.
On February 22, 2011, the Company increased the size of the Board of Directors to six and Robert
Bryniak, Leigh Stewart, Gunther Roehlig, Dorian Banks, Mark Newman and Darren Devine were elected
to serve on the Board. David Croucher and John Gabriel resigned as Directors and Officers.
1OCULUS VENTURES CORPORATION
MANAGEMENT DISCUSSION & ANALYSIS
For the period ended March 31, 2014
On February 22, 2011, the Company altered the names of the Class A Shares to Common Shares and
Class B Shares to Preferred Shares and completed a consolidation of the issued and outstanding
Common Shares on the basis of one for four issued and outstanding Common Shares.
On March 11, 2011, the Company completed a private placement whereby it issued 14,000,000 Common
Shares for $0.05 per share for gross proceeds of $700,000. As part of the financing, the Company issued
1,400,000 shares as a finders fee.
On March 11, 2011, the stock options of the former directors of the Company were cancelled.
On April 17, 2012, Dorian Banks resigned as President and Chief Executive Officer of the Company and
was replaced Morgan Tincher.
On November 26, 2012, the Company announced that Mark Newman had resigned as a Director and
CFO and that Darren Devine had replaced Mr. Newman as CFO. At the same time, the Company
approved a transfer of 104,376 post-consolidation Shares between directors of the Company.
On December 10, 2012, the Company entered into a non-binding letter of intent (“LOI”), whereby the
Company’s wholly owned subsidiary Canemir Petroleum (BVI) Holdings Corp. (“Canemir”) may have the
rights to earn up to an 85% interest in a Petroleum Concession Agreement (“PCA”) over oil and gas
exploration acreage in the Emirate of Umm Al Quwain, United Arab Emirates (“UAE”).
On December 11, 2012, the Company incorporated, in the British Virgin Islands, a wholly owned
subsidiary named Canemir Petroleum (BVI) Holdings Corp.
On March 18, 2013, the Company entered into an option agreement (the “Option Agreement”) with Quest
Oil & Gas Ventures Inc. (“Quest”) to acquire an interest in an oil and gas exploration and production
concession in UAE. Due to inability to complete a minimum financing of U$11,000,000 by May 12, 2013,
this option agreement is currently not in good standing.
On September 30, 2013, the Company terminated its option agreement with Quest.
On March 6, 2014, the Company’s wholly-owned subsidiary, Canemir, was dissolved.
On March 6, 2014, the Company completed a non-brokered private placement for 10,000,000 common
shares at $0.05 per share for gross proceeds of $500,000.
On April 4, 2014, the Company incorporated a wholly-owned subsidiary, 1813472 Alberta Ltd.
On April 21, 2014, the Company entered into an Amalgamation Agreement with Slyce Inc., whereby the
Company’s wholly-owned subsidiary, 1814572 Alberta Ltd. and Slyce Inc. will amalgamate to form one
company which will be a wholly-owned subsidiary of the Company. See Subsequent Events for details of
the agreement.
The Company has no commercial operations and no significant assets other than cash. As at March 31,
2014, the Company had cash of $439,771 and current working capital of $386,857, no revenues, loss for
the three months ended March 31, 2014 of $14,949 and accumulated losses since inception of
$1,219,198. Accordingly, there is substantial doubt that the Company will be able to continue as a going
concern without incremental financing. The Company’s financial statements for the period ended March
31, 2014 do not include any adjustments related to recoverability and classification of recorded amounts,
or the amounts and classification of liabilities that might be necessary should the Company be unable to
continue its operations.
2OCULUS VENTURES CORPORATION
MANAGEMENT DISCUSSION & ANALYSIS
For the period ended March 31, 2014
Recent Financings – Use of Proceeds
The following is a summary of the recent financings completed by the Company, purpose for which the
funds were raised, actual use of proceeds and explanation of any discrepancies.
Financing Purpose of the Financing Actual Use of Proceeds
March 6, 2014 To finance qualifying transaction and The Company paid $1,263 of share issuance
non-brokered general working capital costs in connection with this private
financing of requirements. placement.
$500,000
$67,152 was used to pay down accounts
payable.
The remaining $431,585 from the financing
are held as working capital and will be used
by the Company for identifying and
completing a qualifying transaction and for
working capital purposes.
Additional Disclosure for Venture Issuers Without Significant Revenue
The following is a breakdown of the property investigation costs:
Three Months Three Months
ended ended
March 31, 2014 March 31, 2013
Property investigation costs
51-101 report $ - $ 12,545
Accounting and tax - 6,873
Consulting - 12,029
Filing - 2,800
Legal 5,634 51,389
Sponsorship fees - 25,000
Travel - 21,451
$ 5,634 $ 132,087
Property investigation costs relate to investigation and due diligence on a proposed transaction to acquire
on option to earn an 85% economic interest in a Petroleum Concession Agreement over oil and gas
exploration acreage in the United Arab Emirates. This proposed transaction was terminated on
September 30, 2013.
Results of Operations
The Company has not completed its Qualifying Transaction to acquire a business or asset and, as such,
its only activities relate to regulatory compliance and identifying a suitable target for the Qualifying
Transaction.
Quarter ended March 31, 2014 (“Q1 2014”) compared with quarter ended March 31, 2013 (“Q1
2013”)
During the three months ended March 31, 2014, the Company recorded a net loss of $14,949 compared
to a net loss of $160,029 for the same period ended March 31, 2013. The $145,080 decrease was
primarily due to the termination of the Company’s option to earn up to an 85% interest in a Petroleum
Concession Agreement over oil and gas exploration acreage in the Emirate of Umm Al Quwain, United
Arab Emirates. Significant cost variances are as follows:
3OCULUS VENTURES CORPORATION
MANAGEMENT DISCUSSION & ANALYSIS
For the period ended March 31, 2014
• General and administrative costs decreased from $9,018 in Q1 2013 to $3,127 in Q1 2014. The
decrease was due to decrease in promotion and office expenses;
• Property investigation costs decreased from $132,087 in Q1 2013 to $5,634 in Q1 2014. The
decrease was due to the termination of the Company’s option agreement with Quest;
• Rent expense was $1,500 in Q1 2014 compared with $4,500 in Q1 2013. Decrease in rent is due
to decrease in monthly rent expenses; and
• Transfer agent and filing fees decreased from $8,982 in Q1 2013 to $3,599 in Q1 2014. The
decrease was due to decrease in public filings from Q1 2013 to Q1 2014.
Summary of Quarterly Results
Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2
2014 2013 2013 2013 2013 2012 2012 2012
Net loss for the
period $14,949 $17,337 $5,339 $55,575 $160,029 $165,857 $40,081 $35,730
Loss per share $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01 $ 0.01 $ 0.00 $ 0.00
Net losses for Q1 2013 and Q4 2012 are significantly higher than losses for the previous quarters due to
incurring property investigation costs of $132,087 in Q1 2013 and $56,715 in Q4 2012 in connection with
identification and investigation of an option to earn up to an 85% interest in a Petroleum Concession
Agreement (“PCA”) over oil and gas exploration acreage in the Emirate of Umm Al Quwain, United Arab
Emirates. In Q2 2013, the Company also incurred other costs related to the oil and gas option agreement
such as legal, audit and accounting, filing fees and 51-101 report preparation costs. Net loss in Q3 2013,
Q4 2013 and Q1 2014 was significantly lower due to the termination of the Qualifying Transaction with
Quest.
Liquidity and Capital Resources
Working Capital
As of March 31, 2014, the Company’s working capital was $386,857 compared to $96,931 working capital
deficiency as of December 31, 2013. Increase in working capital by $483,788 is mainly due to raising
proceeds of $500,000 from share issuance, offset by the current quarter’s operating losses.
Cash and Cash Equivalents
As of March 31, 2014, the Company had cash of $439,771 compared to cash of $8,442 as at December 31,
2013. Management of cash balances is conducted in-house based on internal investment guidelines, which
generally specify that investments be made in conservative money market instruments that bear and carry a
low degree of risk. Some examples of instruments in which the Company may invest its cash are treasury
bills, money market funds, bank guaranteed investment certificates and bankers' acceptance notes. The
objective of these investments is to preserve funds for identifying and investigating potential targets for the
Company’s Qualifying Transaction.
4OCULUS VENTURES CORPORATION
MANAGEMENT DISCUSSION & ANALYSIS
For the period ended March 31, 2014
Cash Used in Operating Activities
Cash used in operating activities during the three months ended March 31, 2014 was $68,171 (March 31,
2013 - $132,407). Cash was mostly spent on general and administrative expenses, property investigation
costs, filing and transfer agent fees, along with paying down accounts payable. Decrease in cash used in
operating activities is due to incurring $132,087 of property investigation costs during the three months
ended March 31, 2013, compared with $5,634 incurred during the three months ended March 31, 2014.
Cash Used in Investing Activities
The Company did not have any investing activities during the three months ended March 31, 2014 and
2013.
Cash Generated by Financing Activities
During the three months ended March 31, 2014, the Company received cash proceeds of $500,000 from
the issuance of 10,000,000 common shares at $0.05 per share.
There were no financing activities in the three months ended March 31, 2013.
Requirement of Additional Equity Financing
The Company relies primarily on equity financings for all funds raised to date for its operations. The
Company may need more funds to secure its acquisition of businesses or assets. The Company intends to
continue relying upon the issuance of securities to finance its operations and acquisitions.
Off-Balance Sheet Arrangements
The Company does not utilize off-balance sheet arrangements.
Transactions with Related Parties
The Company’s related parties and key management personnel consist of the Company’s directors and
officers and CDM Capital Corp., a company partially owned by a director and officer of the Company.
During the three months ended March 31, 2014, the Company recorded $1,500 (2013 - $4,500) of office
rent and $3,000 (2013 - $4,500) of general and administrative expenses to CDM Capital Corp.
Subsequent Events
a) On April 4, 2014, the Company incorporated a wholly-owned subsidiary, 1813472 Alberta Ltd.
b) On April 21, 2014, the Company entered into an definitive amalgamation agreement (the
“Amalgamation Agreement”) where by Slyce Inc. (“Slyce”) and a wholly-owned subsidiary of the
Company, 1813472 Alberta Ltd., will amalgamate to form one Alberta corporation which will be a
wholly-owned subsidiary of the Company and which will continue to operate the business of Slyce
(the “Transaction”).
In connection with the Amalgamation, the Company will change its name to Slyce Inc. (“New
Slyce”). Immediately prior to the Amalgamation, the Company will consolidate its 26,650,002
issued and outstanding common shares at a ratio of 1 post-consolidation share for each 1.75 pre-
consolidation share.
The acquisition by the Company of all the issued and outstanding Slyce Class “A”, Class “B”, Class
“C”, Class “D”, Class “E” and Class “F” common shares (“Slyce Common Shares”) will be on the
5OCULUS VENTURES CORPORATION
MANAGEMENT DISCUSSION & ANALYSIS
For the period ended March 31, 2014
basis of 1.2168 Oculus shares (“New Slyce Common Share”) for each 1 Slyce common share held
representing the issuance of approximately 60,000,000 New Slyce Common Shares. This
represents a deemed share price of $0.60 per Slyce Common Share and Oculus post-consolidation
common share ($0.34 per pre-consolidated Oculus shares), representing a total deemed
transaction value of $36,000,000 for Slyce. Issued and outstanding options and warrants of Slyce
will be deemed to represent issued and outstanding options and warrants of New Slyce on an
adjusted basis at the same valuation.
Upon completion of the Transaction all of the current directors and officers of the Company will
resign.
The Transaction will be the Company’s “Qualifying Transaction” in accordance with TSXV and is
subject to the approval of the TSXV and all applicable regulatory authorities.
Slyce has entered into an engagement letter with Canaccord Genuity Corp. (“Canaccord”), on
behalf of a syndicate of agents (the “Agents”) to assist in a brokered private placement to raise
gross proceeds of up to $10 million (the “Offering”) through the issuance of subscription receipts
(“Subscription Receipts”) of Slyce at a price of $0.60 per Subscription Receipt. In addition, the
Agents will have an overallotment option to raise additional gross proceeds of up to $2 million,
exercisable 48 hours prior to closing.
Upon satisfaction of all conditions to the completion of the Amalgamation in accordance with the
Amalgamation Agreement including the receipt of all required shareholder and regulatory
approvals, each Subscription Receipt will automatically convert into that number of Slyce Common
Shares equal to one New Slyce Common Share.
In connection with the Offering, Slyce has agreed to pay the Agents a commission equal to 6% of
the total gross proceeds raised by the Offering and issue Agents warrants to acquire New Slyce
Common Shares equal to 6% of the Subscription Receipts sold under the Offering. The warrants
will be exercisable up to two years from date of closing at $0.60 per New Slyce Common Share.
The Transaction is an arms-length transaction pursuant to the policies of the TSXV. The
Transaction is scheduled for completion on or before June 30, 2014.
Proposed Transactions
See Subsequent Events for details of proposed transactions.
Accounting Standards Issued but Not Yet Effective
Certain new standards, interpretations and amendments to existing standards have been issued by the
IASB or IFRIC that are mandatory for current and future accounting periods.
New standard IFRS 9 “Financial Instruments”
This new standard is a partial replacement of IAS 39 “Financial Instruments: Recognition and
Measurement”. IFRS 9 uses a single approach to determine whether a financial asset is measured at
amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how
an entity manages its financial instruments in the context of its business model and the contractual cash
flow characteristics of the financial assets.
The new standard also requires a single impairment method to be used, replacing the multiple impairment
methods in IAS 39. The effective date of IFRS 9 has not been specified.
6OCULUS VENTURES CORPORATION
MANAGEMENT DISCUSSION & ANALYSIS
For the period ended March 31, 2014
Amendments to IAS 32 “Financial Instruments: Presentation”
These amendments address inconsistencies when applying the offsetting requirements, and is effective for
annual periods beginning on or after January 1, 2014.
The Company has not early adopted these revised standards and is currently assessing the impact that
these standards will have on its financial statements.
Other accounting standards or amendments to existing accounting standards that have been issued but
have future effective dates are either not applicable or are not expected to have a significant impact on the
Company’s financial statements.
Financial Instruments and Other Instruments
The fair value of the Company’s financial assets and liabilities approximates the carrying amount.
Financial instruments measured at fair value are classified into one of three levels in the fair value
hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels
of the fair value hierarchy are:
• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either
directly or indirectly; and
• Level 3 – Inputs that are not based on observable market data.
The Company’s cash has been assessed on the fair value hierarchy described above and classified as
Level 1.
Other Requirements
Summary of Outstanding Share Data:
The Company’s authorized share capital consists of an unlimited number of common shares without par
value. As of March 31, 2014, the Company had 26,650,002 common shares issued and outstanding and
no share purchase options or share purchase warrants outstanding.
Risks and Uncertainties
The Company has no active business or significant assets other than cash. It does not have a history of
earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after
the completion of a QT. The directors and officers of the Company will only devote part of their time and
attention to the affairs of the Company and some of them are or will be engaged in other projects or
businesses that could give rise to potential conflicts of interest. There is no assurance that there will be an
active and liquid market for the Company’s common shares. The Company has only limited funds with
which to identify and evaluate potential QTs and there can be no assurance that the Company will be
able to identify or complete a QT acceptable to the Exchange.
Additional disclosures pertaining to the Company’s technical report, management information circulars,
material change reports, press releases and other information are available on the SEDAR website at
www.sedar.com.
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