FOR IMMEDIATE RELEASE
NEW ROCHELLE, N.Y.— December 22, 2005 — OCG Technology,
Inc. (OTCBB:OCGT) announced today that it has declared a stock dividend
of all of the issued common stock (the “Dividend Shares”)
of its wholly owned subsidiary PrimeCare Systems, Inc. (“PrimeCare”).
Prior to the closing of a share purchase agreement (the “Closing”),
OCGT shareholders of record (the “Record Holders”) existing
at the close of business on December 29, 2005 (the “Record Date”)
which will be ex-dividend as of December 27, 2005, shall receive the
Dividend Shares. The Dividend Shares shall be distributed to the Record
Holders of common and Series C Preferred shares of OCGT. The dividend
will be pro rata, on a one share of PrimeCare common stock for each
share of OCGT common, and for each share of common stock that the Series
C Preferred stock is convertible into.
Under the terms of share purchase agreement, the Share Purchaser will
purchase approximately 147,569 shares of OCGT’s Series F Preferred
stock for the sum of $475,000.00 plus the contribution to OCGT, on or
before February 15, 2006, as contributed capital, without any additional
compensation, assets consisting of a 100% working interest in the Redearth
Prospect, located in central Alberta, Canada, which Prospect is located
adjacent to the Pembina Nisku Reef Prospect and a 20% working interest
in the Pembina Nisku Reef Prospect, together with the cash necessary
to meet the drilling requirements of the working interests The Closing
will result in a change of control of OCGT, since approximately 95.5%
of OCGT's outstanding shares will be owned by Share Purchaser.
Prior to Closing, OCGT will contribute all of its assets to PrimeCare
in consideration for PrimeCare assuming all of OCGT’s liabilities.
In addition, $275,000.00 of the purchase price was paid to PrimeCare.
PrimeCare intends to file a registration statement with the Securities
and Exchange Commission.
Prior to Closing, two new members will be appointed to OCGT’s
Board of Directors and Edward C. Levine will resign as a director and
as president/treasurer/CFO of OCGT, Jeffrey P. Nelson will resign as
a director and as vice president/secretary of OCGT and Jarema S. Rakoczy
will resign as a director of OCGT.
A Safe Harbor Statement:
The statements that are not historical facts contained in this release
are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, and OCGT intends that such forward-looking statements be
subject to the safe harbors created thereby. These forward-looking statements
include predictions, estimates and other statements that involve a number
of risks and uncertainties any, or all, of which could cause actual
results to differ materially from any future performance suggested herein.
While this outlook represents OCGT’s current judgment on the future
direction of the business, such risks and uncertainties may individually,
or mutually, impact the matters herein described, including but not
limited to product acceptance, economic, competitive, governmental,
results of litigation, technological and/or other factors, which are
outside the control of OCGT as well as those risks and uncertainties
detailed in the Company’s Security and Exchange Commission filings.
Company Contact:
OCG Technology, Inc.
Executive Vice President
Jeffrey P. Nelson
(914) 576-8464, ext. 27
InvestorRelations@pcare.com
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