OCG Technology enters into Share Purchase Agreement
and Announces Dividend
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 OCGTs 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 OCGTs 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 OCGTs
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.
Impetus for development of this capability came from suggestions made by users of the Version Nine System
at Hospital A. R. Isola, in Puerto Madryn, Chubut, Argentina. Hospital Isola has been the primary point of
introduction for the Version Nine System in Argentina, and many of the enhancements made to the Version Nine
System have resulted directly from feedback from the physicians and staff at Hospital Isola.
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 OCGTs 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 Companys Security and Exchange Commission filings.