ISee3D Inc.
TSX VENTURE : ICT

ISee3D Inc.

June 05, 2012 10:59 ET

ISee3D Inc. Announces Plan to Acquire Vancouver-based Active Witness

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 5, 2012) - ISee3D Inc. (TSX VENTURE:ICT)("ISee3D") is pleased to announce that it has entered into a Letter of Agreement (the "LOA") to acquire Active Witness Technologies Corporation ("Active Witness"), a privately held Vancouver-based technology/software that designs and develops cloud-based intelligent solutions for premise and people monitoring (the "Proposed Transaction"). The Proposed Transaction is expected to be effected by way of a court ordered plan of arrangement under applicable corporate legislation and will constitute a Reverse Takeover as defined in Policy 5.2 of the TSX Venture Exchange Inc. ("TSXV").

The terms of the LOA require ISee3D to complete a consolidation of its issued and outstanding common shares ("ISee3D Shares") on the basis of thirteen (13) old ISee3D Shares for one (1) new ISee3D Share (the "Consolidation"). All outstanding options and warrants of ISee3D will be appropriately adjusted to reflect the Consolidation.

In consideration for the Proposed Transaction, and on the closing thereof (the "Closing"), ISee3D will issue to the Active Witness shareholders a total of 30,000,000 ISee3D Shares on a post-consolidated basis at a deemed price of $0.39 per ISee3D Share, all of which may be subject to escrow conditions and/or resale restrictions required by applicable securities laws and TSXV requirements.

As part of the Proposed Transaction, existing ISee3D shareholders will receive one half of one common share purchase warrant for each issued and outstanding post-Consolidation ISee3D Share held. Each whole warrant will entitle the holder to acquire one ISee3D Share at a price of $0.60 for a period of 24 months from the Closing.

In connection with the Proposed Transaction, ISee3D announces that it has entered into an engagement agreement with Union Securities Ltd. (the "Agent") to act as agent on a commercially reasonable basis, in connection with the offering of sale by way of a private placement of up to 14,102,564 units of ISee3D (the "Units") at a price of $0.39 per Unit (the "Offering Price") for gross proceeds of up to $5,500,000 (the "Offering"). Each Unit will consist of one ISee3D Share and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one ISee3D Share at a price of $0.60 for 24 months from the closing of the Offering (subject to acceleration in certain circumstances). The Agent has been granted an option, exercisable no later than 5 days from the closing of the Offering, to arrange for the sale of up to an additional 2,115,385 Units (the "Additional Units") at the Offering Price for gross proceeds of up to $850,000 to cover over-allotments.

The Agent will receive a cash commission equal to 8% of the gross proceeds of the Units and Additional Units sold to purchasers introduced by the Agent and will be issued agent's compensation options ("Agent's Options") equal to 8% of the Units and Additional Units sold to purchasers introduced by the Agent pursuant to the Offering. Each Agent's Option entitles the holder to purchase one Unit at a price of $0.39 for 24 months from closing of the Offering. In addition, ISee3D has agreed to pay the Agent $25,000 (plus HST) as a corporate finance fee and has agreed to pay the Agent's reasonable expenses. ISee3D also anticipates issuing securities to certain arm's length third parties as finder's fees payable in connection with the Proposed Transaction in accordance with TSXV policies and applicable securities laws.

All warrants issued in connection with the Proposed Transaction will be subject to an accelerated expiry provision if the common shares of the resulting issuer trade at or above $0.90 for a period of ten consecutive trading days.

ISee3D intends to use the proceeds of the Offering to fund the costs of the Proposed Transaction and to fund the general working capital expenses of the resulting issuer.

Following completion of the Proposed Transaction, Active Witness' current management are expected to continue as officers and directors of the resulting issuer. Accordingly, the officers of the resulting issuer upon closing the Proposed Transaction are expected to be Rob Bakshi, Chief Executive Officer; Andrea Southcott, Chief Operating Officer; and Rob McJunkin, Chief Financial Officer. The board of directors is expected to be reformed to five members and include Rob Bakshi and Terry Debono (current Chief Executive Officer of ISee3D). The following are brief descriptions of the current and expected directors and officers that will, collectively, bear management responsibility for the resulting issuer following completion of the Proposed Transaction:

Rob Bakshi, Chief Executive Officer and Director - Canadian-based entrepreneur and Executive Chairman of Moimstone Corp., an IP-based telephone company with almost $70M in 2011 sales, serving clients including Korea Telecom, SK Broadband, LG U+, and NTT of Japan. Rob is the founder and former CEO of Silent Witness, a Canadian technology company specializing in CCTV video surveillance. Honeywell acquired Silent Witness in 2005 for approximately $90 million. Rob has a strong, proven expertise in the technology sector for taking companies from concept to global.

Andrea Southcott, Chief Operating Officer - Seasoned strategist, operator and brand builder. Twenty-five+ years experience in marketing and advertising, with twenty years in leadership roles working with clients including Apple, Shaw, HSBC, Labatt and Vancity. Most recently CEO of TBWA\Vancouver, named one of Canada's top ten ad agencies in both 2009 and 2010. Recognized community builder with significant Board experience (BC Children's Hospital Foundation, UBC's Sauder School of Business, 2005/2011 Grey Cup, and former YPO Chapter Chair).

Rob McJunkin, Chief Financial Officer - Rob is a Chartered Accountant and experienced senior executive with over 20 years in operational and strategic financial management, including business planning, fund raising and acquisitions. He has had extensive North American and international experience in major industries including resort operations and development, telecommunications and public accounting firms. He currently serves as a financial and governance consultant to public and private clients. He was previously VP Corporate Development at Intrawest, VP Finance at New Century GlobalNet (Japan), and Director of Strategic & Business Development at AT&T Wireless (Asia & international).

Terry Debono, Director (former Chairman of the Board and Chief Executive Officer)- Mr. Debono has been involved as a senior executive in the Broadcasting, Entertainment, Technology, Media and Gaming Industries for over 30 years. During this time period Mr. Debono has specialized in the development and commercialization of a wide range of businesses in order to create asset value and profit for shareholders. Mr. Debono has been involved in a significant number of debt and equity financings, mergers, acquisitions, restructurings and co-ventures for the public and private markets.

In addition to the foregoing, the resulting issuer intends to appoint three additional independent directors upon completion of the Proposed Transaction. ISee3D will disseminate such information in a subsequent press release once arrangements have been finalized.

At the request of management, trading in ISee3D Shares was halted effective May 28, 2012. ISee3D Shares will remain halted pending satisfaction of the TSXV's requirements. There can be no assurance that trading in the ISee3D Shares will resume prior to completion of the Proposed Transaction.

Completion of the Proposed Transaction is subject to obtaining all necessary shareholder, court and regulatory approvals and certain other terms and conditions, including but not limited to, TSXV approval, completion of satisfactory due diligence investigations and the entering into of a definitive agreement. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

About ISee3D

ISee3D, Inc. (Vancouver BC, Canada) has developed proprietary solutions that markedly increase the performance of new and existing imaging systems by utilizing its unique single lens/camera 3D technology. ISee3D's solutions intrinsically maintain consistent calibration and alignment and directly correct the critical issues of mismatched focal lengths, lens focus and aberrations that are characteristic of current 3D imaging techniques. ISee3D's single lens technology produces perfectly matched images and ensures that the physical and ocular discomfort experienced by surgeons, histologists, pathologists etc., as a result of prolonged 3D image viewing using dual camera techniques, is no longer an issue.

Further information about ISee3D may be found on its website at www.ISee3D.com. Public filings for ISee3D are available at www.sedar.com.

About Active Witness

Founded in 2011, Active Witness is a Vancouver-based technology/software start-up company engaged in the design and development of cloud-based intelligent solutions for premise and people monitoring. Specifically, Active Witness' business plan is to develop products and infrastructure technologies to enable next generation intelligent solutions for premise and people monitoring. Active Witness will be engaged in the development of scalable turnkey cloud-based hosting and monitoring, including video storage and streaming, 24x7 alarm monitoring with cloud services to host varying user configurations. Active Witness intends to leverage a common platform with channel partners to deliver a broader set of service offerings in different vertical markets, with seamless integration and monitoring (e.g. medical-assist).

Active Witness is a company incorporated under the Business Corporations Act (British Columbia). The controlling shareholder of Active Witness is Rob Bakshi of Vancouver, British Columbia. Mr. Bakshi beneficially owns 25% of the outstanding common shares of Active Witness. In addition, Andrea Southcott, Alfredo DiBlasio and Dale and Linda Hannebauer, all residents of British Columbia, each beneficially own 10% of Active Witness' outstanding common shares.

The Resulting Issuer

Upon completion of the Proposed Transaction, the resulting issuer is expected to be classified as a technology issuer under the rules of the TSXV. The business of the resulting issuer will be a unique technology entity, focusing on the design, development, commercialization and global distribution of proprietary, patented technologies. The combined management team will be made up of highly regarded technologists, engineers and successful industry executives in the fields of finance, marketing /sales and product development. Management expects significant growth to be realized from its robust R&D program as well as carefully selected global co-ventures.

The parties expect the Closing to occur during Q3, 2012.

"Active Witness founder and executive chair Rob Bakshi has a strong, proven expertise in the technology sector for taking companies from concept to global. As Chairman, President and CEO of Silent Witness Enterprises Ltd, he was responsible for the company's sale in 2005 to Honeywell International for $90 million. We very much look forward to working with Rob and his team," said Terry Debono, Chairman and CEO of ISee3D.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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

Investors are cautioned that, except as disclosed in the information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of ISee3D Inc. should be considered highly speculative.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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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