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File: News Release re Sale of Assets v4 - Final - 9 pmMST.pdf

             Slyce Announces Sale of Operating Assets
CALGARY, CANADA   November 29th, 2016 --Slyce Inc. (TSX VENTURE:SLC) ("Slyce" or
the "Company") today announced it has entered into a definitive agreement to sell its
operating assets (the "Business") to an affiliate of Anzu Partners LLC ("Purchaser"), a
private equity firm based in Washington, D.C.

Overview of Asset Sale

The consideration to be received by the Company for the Business includes:

       (a)     CDN $2,835,000 in cash;

       (b)     a 7.5% economic interest in the Purchaser;

       (c)     assumption of certain liabilities totalling approximately CDN $329,000;

       (d)     offers of employment to substantially all employees and assumption of
               certain financial obligations related to employees that accept
               employment with the Purchaser;

       (e)     fully paid, worldwide rights to use of four provisional patents;

       (f)     fully paid license for mobile app that enables users to scan product
               images and complete purchases "in app"; and

       (g)     approximately US $45,000 per month related to provision of transition
               support services.

Completion of the transaction is subject to customary conditions for a transaction of this
nature, including shareholder and applicable regulatory approvals. A special meeting of
shareholders has been scheduled for December 21, 2016 to consider a resolution to
approve the transaction.

Slyce's name transfers with the Business and, upon consummation of the transaction,
the Company's name will be changed to Pounce Technologies Inc.

Background Leading to Sale of Assets

Although Slyce has sustained success in attracting and providing services to clients, it
has not yet scaled to generate sufficient cash flow to satisfy its liabilities as they become
due, and it was not anticipated that the Company would achieve cash flow break-even
 until the end of 2017. Slyce's current liabilities are approximately $3.4 million (and
increasing) and cash on hand is immaterial.

The Company expended significant effort since late 2015 to secure equity and/or debt
financing. While some success resulted from this effort, inadequate financing during
recent months resulted in an erosion of the Company's financial position to its current
state.

In September 2016, Slyce's Board of Directors appointed a Special Committee to
consider strategic alternatives and recommend a course of action aimed at maximizing
shareholder value. The Special Committee engaged Acumen Capital Finance Partners
Limited ("Acumen") as Slyce's financial advisor. The Special Committee and Acumen
reviewed several alternatives and concluded that, in the current equity-financing
environment, a sale of the business or its assets was the best alternative for
shareholders. Discussions were held with several firms that expressed interest in Slyce.

After reviewing the alternatives, Slyce began exclusive negotiations with Anzu Partners
LLC ("Anzu Partners"), leading to a comprehensive, non-binding letter of intent and
term sheet in October 2016. Due diligence was completed and the definitive agreement
was entered into by Slyce and Anzu Partners.

Anticipated Benefits of the Transaction

Upon consummation of the transaction, the Company will have enough proceeds to
retire its trade payables and accrued liabilities. The Company will have limited revenues
and minimal expenses. The transaction is expected to provide the Company with
sufficient resourcing to leverage its expertise by re-purposing the Pounce app and
becoming a technology integrator in an adjacent market, which the Company believes
can ultimately be converted into additional shareholder value, augmented by
unrecorded tax assets arising from accumulated loss carry-forwards for Canadian tax
purposes. If the transaction was not consummated, current market conditions to raise
capital given the Company's current debt load and historical cash consumption have
made the likelihood of continued funding at the times needed very unlikely.

The Company will continue to benefit from participation in the core business that it
created through a 7.5% economic interest in the Purchaser, which will be adequately
financed to properly execute on its business plan.

It is intended that the Company will, upon completion of the transaction, de-list from
the TSX-V, in part to save the expense to sustain a TSX-V listing. The Company will apply
for a lower cost NEX listing to provide a continuing public market for its shares. There is,
however, no assurance that the Company will transfer to the NEX upon the completion
of the transaction.
 Shareholder Approval Authorizing the Transaction and Board Recommendation

The Special Committee has considered the advice of its legal advisors and its financial
advisor, Acumen, regarding the potential risks and benefits of the transaction. In
addition, the Board of Directors carefully reviewed and considered the terms and
conditions of the definitive agreement. Following the completion of a thorough process
and considering the financial time constraints, Acumen advised the Special Committee
that the offer from Anzu Partners presented the best opportunity for shareholders as
compared to all other alternatives available to the Company, and recommended to the
Special Committee that the Board of Directors recommend that the shareholders vote
for the asset sale resolution.

Acumen provided a fairness opinion to the Special Committee to the effect that, as of
the date of such opinion and subject to the assumptions, limitations and qualifications
contained therein, the consideration to be received by the Company for the Business
pursuant to the definitive agreement is fair, from a financial point of view, to the
Company and its shareholders.

Additional information on the transaction, including a copy of Acumen's fairness
opinion, is provided in a Management Information Circular being distributed to the
Company's shareholders on November 28, 2016.

To date, certain directors and officers of the Company and other significant
shareholders, who collectively own approximately 22% of the outstanding Slyce Inc.
common shares, have entered into shareholder support agreements wherein they have
agreed to vote their shares in favour of the transaction.

About Slyce Inc.

Slyce, based in Calgary, Alberta, delivers sophisticated visual search technologies and is
currently focused on enabling a powerful sales channel for major retailers and their
customers. Consumers, wherever they are, can conveniently engage with retailers by
taking pictures of desired products using their mobile devices, thereby initiating the
visual search service with near-instant product recognition capability. The Company
delivers its technology both as a white-label visual search platform and as a suite of
consumer mobile apps. Slyce's technology is used by large retail brands such as Neiman
Marcus, Urban Outfitters, JCPenney and Home Depot.

Slyce is also listed on the Frankfurt exchange trading under (FRANKFURT:06O1)

For image download and further company information, please click for the Slyce Media
Kit
 For further information, please contact:

Slyce | Ted Mann, CEO | email: ted@slyce.it



About Anzu Partners LLC

Anzu Partners is an investment firm in Washington, D.C. The firm invests broadly across
industrial, technology and consumer segments with a focus on innovative companies
making key strategic transitions, including mergers, acquisitions, new market entries,
divestitures, or reversing distress. Anzu has a strong focus on active support for portfolio
companies after the initial investment.

For further information, please contact:

Whitney Haring-Smith, Managing Partner | email: info@anzupartners.com



READER ADVISORY

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Statements in this press release contain forward-looking information. The words "will,"
"anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar
expressions are intended to be among the statements that identify forward-looking statements.
The forward-looking statements are founded on the basis of expectations and assumptions made
by Slyce.

Readers are cautioned that assumptions used in the preparation of such information may prove
to be incorrect. Events or circumstances may cause actual results to differ materially from those
predicted, a result of numerous known and unknown risks, uncertainties, and other factors,
many of which are beyond the control of Slyce.

Slyce does not undertake any obligation to update or revise any forward-looking statements
except as expressly required by applicable securities laws.

None of the information contained on, or connected to, Slyce's website is incorporated by
reference herein.