ISee3D Inc.
TSX VENTURE : ICT

ISee3D Inc.

January 25, 2011 16:16 ET

ISee3D Closes First Tranche of Debt Financing

TORONTO, ONTARIO--(Marketwire - Jan. 25, 2011) -

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Further to a press release issued on November 17, 2010, ISee3D Inc. (TSX VENTURE:ICT) ("ISee3D" or the "Company") is pleased to announce the closing of the first tranche of a private placement of promissory debt units (the "Financing") entailing gross proceeds of $1,000,000. Each Debt Unit is issued at a price of $50,000 and entitles the holder thereof to receive $3,000 of interest per year (6% per annum) for a period of three years. The Company has the option to repay the Debt Units at any time after the first year without penalty. The interest portion of the Debt Units will be due on a semi-annual basis.

In addition, each Debt Unit contains 89,646 warrants, with each warrant exercisable into one common share of the Company at $0.40 per share for a period of three years (the "Debt Warrants"). The Debt Warrants have an acceleration clause should, after four months after the close of the Promissory Debt financing, the closing price of the Company's common shares is at or above $0.60 per common share for 21 consecutive trading days. Written notice will be provided to the Debt Unit holders advising that they have 30 days to exercise the Debt Warrants, which will expire worthless on the 31st day.

A cash finder's fee in the aggregate of $42,500 was paid and an aggregate of 180,000 non-assignable agent's warrants (the "Agent's Warrants") was issued to Union Securities Ltd., which has agreed to act on a best efforts agency basis with respect to the Financing. The Agent's Warrants have the same terms as the Debt Warrants.

Proceeds from this Financing will be used to fund the Company's marketing programs, establish licensing agreements and for general working capital purposes.

Dwight Romanica, the Company's Chief Executive Officer, participated in the Financing in the amount of $150,000, evidencing his continued commitment to and support of the Company. Mr. Romanica stated: "ISee3D is a company with a compelling solution to a pressing market need, and is poised for growth as it solidifies licensing relationships."

All of the securities issued under the Financing will be subject to a hold period expiring four months and one day from the date of issuance.

About ISee3D

ISee3D is driving the universal adoption of 3D single lens capture – from consumers and Hollywood to health care and military. The Company is introducing the first commercially feasible single lens, single camera 3D capture technology. Scalable in size from one mm in diameter to more than over 250 mm, the patented technology can be applied across many devices. Through its patented optical switch technology, ISee3D continues to aggressively pursue the best in 3D innovation to ensure an immersive 3D viewing experience, rather than the traditional two lenses or 2D conversion approaches that are the current standard. The Company is headquartered in Toronto with offices in Vancouver and Montreal.

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The company cautions readers that forward-looking statements, including without limitation those relating to the company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.

United States Advisory

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.

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

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