Rebecca Capital Inc.

October 05, 2007 16:10 ET

Rebecca Capital Inc. Announces Proposed Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Oct. 5, 2007) -


REBECCA CAPITAL INC. (TSX VENTURE:REB.P) (the "Corporation"), a capital pool company, announced today that it has entered into a term sheet agreement concerning a proposed transaction (the "Transaction") between the Corporation and Arius3D Inc. ("Arius3D") which, if completed, will be the Corporation's qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").


Arius3D Inc. has developed and commercialized proprietary technologies capable of measuring colour and geometry of real world objects on a time and point-by-point basis, with perfect registration and accurate to microscopic levels. Arius3D is not aware of any other technology capable of achieving those results. The technologies are patented and defensible.

Arius3D is commercializing 3D color imaging worldwide by monetizing in excess of $49 million (some $29 million by Arius3D directly) and 18 years of proprietary technology development. Images created by operating, and/or licensing others to operate, colour scanning systems are being used to establish a 3D colour image library that operates on a basis comparable to that of successful 2D image libraries operating today.

Examples of existing Arius3D system installations include:

The Louvre in Paris, France
University College London in London, England
The Royal Ontario Museum in Toronto, Canada
University of Laval in Quebec, Canada
Research Institute in Xanthi, Greece
Canadian Museum of Nature in Ottawa, Canada

Arius3D's technologies were used to produce images for movies including the Matrix, Lord of the Rings and Peter Pan. The scanning technology was recently used to complete a research project on the Mona Lisa at the Louvre. Arius3D images are being used by The Royal Ontario Museum to help create new revenue streams and learning experiences for visitors.

Arius3D, a holding company that carries on its business primarily through wholly owned subsidiaries, is a private corporation incorporated on May 23, 2000 under the laws of the State of Delaware with its principal place of business located at 755 The Queensway, Unit 20, Mississauga, Ontario, L4Y 4C5. Three wholly owned subsidiaries operate out of Mississauga, Ontario with their primary offices located at that address.

Transaction Summary

The Transaction will be structured either as a share exchange or merger, based on the legal and tax advice of the parties, whereby all of the outstanding shares of Arius3D will be acquired by the Corporation. Further details of the Transaction will be announced as available.

Subject to Exchange approval, the Transaction is considered to be an arm's-length transaction even though certain directors and officers of the Corporation are directors of and own shares in Arius3D. Accordingly, the Transaction, as currently contemplated, will not be subject to approval by the shareholders of the Corporation.


Completion of the Transaction is subject to a number of conditions, including but not limited to, finalizing the structure of the transaction, negotiating and signing a definitive agreement, changing the name and auditors of the Corporation and Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. The Transaction will not close until all the conditions are satisfied or, where permitted, amended or waived by the Corporation. There can be no assurance that the Transaction will be completed as proposed or at all.


The Corporation is currently in the process of preparing a detailed press release regarding the Transaction which will satisfy the disclosure requirements of the Exchange. Trading in the common shares of the Corporation will remain halted pending more complete disclosure regarding the Transaction and the satisfaction of the filing requirements of the Exchange.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

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