3SOF

NEWS!!! Out right after clsoe today!!

2005-10-12 16:04:01 
Oxford Ventures, Inc. Signs Definitive Merger Agreement to Acquire ULURU Inc.; Completes $13 million Convertible Debenture Offering; Enters $30 Million Standby Equity Distribution Agreement 



Business Editors

MESA, Ariz.--(BUSINESS WIRE)--Oct. 12, 2005--
Oxford Ventures, Inc. (OTC Bulletin Board :
OXFV.OB)("Oxford") today announced that it has signed a definitive
merger agreement to acquire ULURU Inc. ("ULURU"), a private Delaware
company that focuses on advanced topical delivery of pharmaceutical
agents. Separately, today ULURU announced the acquisition of the
topical product assets of Access Pharmaceuticals, Inc. in a
transaction valued at up to $20.7 million. Attached to this press
release is a copy of the ULURU press release announcing the
acquisition of the topical product assets.
Under the terms of the merger agreement, ULURU will become a
wholly owned subsidiary of Oxford on the terms previously disclosed in
our Form 8K filling with the Securities and Exchange Commission on
September 13, 2005. In conjunction with the proposed acquisition,
Oxford completed two financing transactions with an investor group
including Highgate House Funds, Ltd. and Cornell Capital Partners LP.
In the first transaction, Oxford has received a commitment for the
sale of $15 million of secured convertible debentures, of which $13
million has been funded with the balance to be received upon the
effectiveness of a registration statement filed with the Securities
and Exchange Commission allowing for the resale of shares issued in
connection with a Standby Equity Distribution Agreement. In the second
financing, Oxford entered into a Standby Equity Distribution Agreement
for up to $30 million.
Commenting on the recent developments, Daniel Leonard, President &
CEO of Oxford, stated, "We have evaluated numerous opportunities for
the company and believe that this series of transactions gives our
shareholders the best opportunity to maximize returns. ULURU offers
exciting potential as it has a developing revenue base and
technologies from which significant product opportunities may be
developed."

This press release contains certain statements that are
forward-looking within the meaning of Section 27a of the Securities
Act of 1933, as amended, and that involve risks and uncertainties,
including but not limited to statements made relating to the
completion of a merger with ULURU Inc. and the business prospects of
ULURU Inc. These statements are subject to numerous risks including
those risks detailed in the Company's Annual Report on Form 10-K for
the year ended December 31, 2004, Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005 and other reports filed by us with the
Securities and Exchange Commission.



KEYWORD: NORTH AMERICA ARIZONA UNITED STATES
INDUSTRY KEYWORD: HEALTH PHARMACEUTICAL PROFESSIONAL SERVICES BANKING FINANCE MERGER/ACQUISITION
SOURCE: Oxford Ventures, Inc.


CONTACT INFORMATION:
ULURU Inc.
Kerry P. Gray, 214-905-5100

More good news:

http://biz.yahoo.com/bw/051012/125881.html?.v=1

Lalitha

Thanks for posting the news lalitha 

The first thing to say is that the company wasn't lying. Companies usually scream when they're lying, issuing many press releases. OXFV didn't make any press release, just obligatory SEC filings.

The second thing is that we have big news on a company with a market cap of just $335,768, a company that was completely dead a month ago, with no activity. So, just the fact that there is news is a big deal.

The third is the merger news: Oxford Ventures, Inc. Signs Definitive Merger Agreement to Acquire ULURU Inc.; Completes $13 million Convertible Debenture Offering; Enters $30 Million Standby Equity Distribution Agreement

The news was really no news, because its terms were already stated over the last SEC filing from the company:

«On September 6, 2005, Oxford Ventures, Inc. (the "Registrant") entered
into a term sheet (the "Bridge Term Sheet") with Highgate House Funds, Ltd.
("Highgate") and Prentice Capital Management, LP ("Prentice"). Pursuant to the
Bridge Term Sheet, the Registrant agreed to issue bridge notes to Highgate and
Prentice in an amount of up to $15,000,000 (the "Bridge Notes") and to issue
Highgate and Prentice warrants for up to 5,000,000 shares of the Registrant's
common stock for a period of ten years with an exercise price of $0.01 (the
"Warrants"). In exchange for the purchase of the Bridge Notes, the Registrant
will grant Highgate and Prentice a security interest in all of its assets and
will issue shares of common stock in an amount equal to five times the total
amount of the Bridge Notes to be held in escrow in the event of a default under
the Bridge Notes (the "Escrow Shares").

         Pursuant to the Bridge Term Sheet, the Bridge Notes will have a term of
two years from the date of issuance and shall bear an interest of ten percent
per annum. The Registrant may redeem the Bridge Notes at any time prior to their
maturity at a price equal to 120% of the face amount redeemed plus any accrued
interest. Highgate and Prentice may at their option convert all or some of the
Bridge Notes plus any accrued and unpaid interest into shares of the
Registrant's common stock at the price of $1.50 per share.

         As a condition to closing, the Registrant shall have entered into a
Standby Equity Distribution Agreement ("SEDA") with Cornell Capital Partners, LP
("Cornell"), agreed to a written use of the proceeds from the Bridge Notes and
executed all documents related to the Bridge Notes.

         On September 6, 2005, the Registrant entered into a term sheet (the
"SEDA Term Sheet") with Cornell pursuant to which Cornell shall commit to
purchase over the course of two years from the date of the effectiveness of a
registration statement described below up to $30,000,000 of the Registrant's
common stock in increments of up to $1,000,000 (each such increment, an
"Advance"). The purchase price for this common stock shall be 97% of the lowest
daily volume weighted average price of the common stock during the five
consecutive trading days after notice is given requesting an Advance.»

I see them talking about prices at $0.01 and $1.5 but the stock has closed yesterday at $0.0013.

«In connection with the Merger, the holders of Uluru common stock, will
receive 11,000,000 shares of the Registrant's common stock and the shareholders
of Registrant immediately prior to the Merger will retain 1,000,000 shares of
common stock of Registrant.

         After giving effect to the Merger, the shares of common stock into
which the Bridge Notes are convertible and the Warrants, Registrant will have
28,000,000 shares of common stock issued and outstanding.»

This is pretty much like a reverse stock split, that's why they talk about those higher prices on the above text.

So, OXFV.OB is over, now I'm holding shares that represent Uluru Inc. Who are these guys? Here's the only news on record about them:

ULURU Inc. Purchases Topical Assets of Access Pharmaceuticals Inc.

They bought $20.7M of assets from Access Pharmaceuticals (AKC).

The guy who is making all this deal is P. Gray, the former President and CEO of AKC. It looks like he is leaving AKC, creating another company (Uluru) and merging with a shell company (OXFV) to continue with his business. He's taking some of the employees too.

All of this is a lot of information, and it will certainly make the stock move today. I don't know what is the effective day for the merger and that stock split and I don't have time to dig more on this.

After being losing 70% on this trade that I should have never entered (I wouldn't have bought, but Ramsburg didn't completely read my buying instructions), I will sell today if I have a 20% profit on my position, that would be $0.0035.

Hi David...

Do you not think this stock could go much higher than the .0033 previous high?

I was thinking to buy more on open, since it is destinged to move today...but, I am just wondering if this cause a greater run, possiblly a 3 or 4 bagger? Or am I dreaming?

And should the pps hold some of its gains today and possible continue up higher next week due to this news?

thanks very much

julia

This if fun - been holding and almost forgot about it  but saw on open it was almost 0.003 so looked at chart and bought more and it looks like it may double from buy - it has resistance at 50 so will see how it does on a pullback

http://tinyurl.com/btd36

Hi David,

I hope you did not sell yet.
Selling is very hard when the stock is going up but I guess that is when you have to sell to make money.

At 10:00 AM OXFV Ask .0052 Bid .0051
At 10:08 AM Ask .0046 Bid .0045

I am going to sit at this computer and watch carefully.

Julia, What are you doing? Are you selling or holding?

Thanks,
Lalitha

Hi lalitha

I bought more on open at .002...sold 2/5ths of it at .005....this looks like a runner today..i think it will exceed the HOD at this time which is .006.

So, i will hold for awhile today and sell another portion if it hits .007..which i believe it may do...it just keeps moving..but, i will take it from there. I watch the t&s and it looks very strong..who knows how high this could go today.

good luck!!


julia

finally i got into something thats actually running in the right direction! ..adn fast!! love that part

Congrats to you Julia, I started to pull the trigger but for some reason did not ..Oh well, there is always next time

Stephen


   

Nice one Julia, I wanted to get in on the open but the funds are still unsettled at Ameritrade.
Hopefully we'll find something like this for tomorrow.

Bob

you were  right gmarc66  broke 7  - I sold some at 75 and will see how the pullback goes - and coudl buy back -  was bored holding this but would have not seen news if I did not own it. It is great to get 600% in a day.

A couple of weeks ago a friend told me to buy GLIF and it was at 3.5 cents and ran to 17  - 1500% total from close so I told him about this at open and he did at least a double..

I bought GLIF back yesterday as think it had better odds going higher then much lower.

Wow, I could kick myself not pulling the trigger but I never beat myself up over the coulda, shoulda, woulda...

Was set to jump in about .0018 this morning but decided not to chase it.  One of my trading rules is not to chase stocks.  I've been burned doing that.

BIG congrats to those that got a multi-bagger.  WAY TO GO !!!

GREAT CALL DAVID !

THis is constantly setting new highs all day so far.

It looks like it will do well into the pm part of the day....it is friday..so who knows exactly when the main profit taking will happen..but, i see more from here......01 isnt that far away.
I'm not going to get to cocky...but, i will be watching it closely..if the drop starts to get to big i will sell..or if it goes below .007..i will sell.

I'm still holding my free shares..i just the momentum..and decided not to sell at .007.

good luck to all..there is a limit..lets hope we maximize our profits!!!

thanks very much,

julia

it's thursday!

Holy Moly Batman!!!

UR RIGHT!! IT IS THURSDAY!!! THANKS FOR CORRECTING ME RICKJUST!

That could make me change my plans somewhat..hmm...../

Well..that drop below .007 did not shake me...it looked just like a nice drop..almost picked up more...but, didnt want to be a pig...never know exaclty when things could turn for the worse.

But, i think it will continue today...making more highs..thats what i'm counting and hoping for....

goodluck everyone!!

thanks

julia

Julia,
Thanks for your help.

I sold half at .0065(at 450% profit) when it went below .007 but I still have half my shares(all profit).

Will see what happens at close.

Great day!

Lalitha