ISee3D Inc.
TSX VENTURE : ICT

ISee3D Inc.

July 12, 2012 17:02 ET

ISee3D Inc.: Reverse Takeover with Active Witness Terminated and Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 12, 2012) -

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ISee3D Inc. (TSX VENTURE:ICT) ("ISee3D" or the "Company") wishes to announce the following:

Termination of Active Witness RTO

The Company and Active Witness Technologies Corporation ("Active Witness") have mutually terminated further participation in a proposed reverse takeover (the "RTO") originally announced on June 5, 2012. During the due diligence period, it became apparent to management of both companies that there were a number of business differences that would hinder the success of the RTO and, as a result, it would not be in the best interests of stakeholders to close the agreement.

3rd Party Claim

ISee3D has received a draft notice of claim and demand for substantial damages from a third party. As a direct result of this claim, negotiations with an alternative reverse takeover candidate were abandoned.

The claim has not been filed in court. To protect its shareholders, however, the Company plans to vigorously defend any attempt made by the third party to pursue this claim whether or not it is filed in court. While the Company believes that the claim is without merit, the Company is also of the view that, until this matter is adequately dealt with, it will not be able to complete any major acquisition or financing.

Director Resignations and Appointment of Interim CEO

As of July 10, 2012, Terry Debono has resigned as Chairman, CEO and director of the Company. David Debono has also resigned as a director. Tom Mitchell has been appointed interim Chief Executive Officer.

The Company will be calling an annual special meeting shortly at which, amongst other things, additional persons will be elected as directors. Persons who are interested in joining the board of the Company are requested to contact Mr. Mitchell.

Corporate Operations

The Company will continue to maintain nominal day to day operations. Cost cutting measures have been implemented to ensure that there is sufficient capital to meet obligations as they come due and to provide the new directors funding to implement a revised business plan as and when they are elected.

The securities of the Company will continue to remain halt traded until certain documentation has been filed and cleared with the TSX Venture Exchange.

Forward-looking Statement

This news release contains certain forward-looking statements and information within the meaning of applicable securities laws, which reflect current expectations of the management of the Company regarding future events or the Company's future performance, including, without limitation, statements relating to the timing and/or initiation of clinical trials, clinical trial results, the introduction of new products, associated regulatory clearances, economic or financial trends or expectations, financing, acceptance of the Company's products in the marketplace and the hiring or retention of personnel. Forward-looking statements are often, but not always, identified by the use of words such as "expect", "anticipate", "seek", "aim", "continue", "estimate", "objective", "ongoing", "may", "will", "would", "project", "predict", "potential", "could", "should", "might", "believe", "plan", "target", "intend" and similar expressions. All statements other than statements of historical fact contained in this news release may be forward-looking statements. The forward-looking information included in this document does not guarantee future performance and should not be unduly relied upon. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information, including, without limitation, the impact of competition, consumer confidence and spending levels, general economic conditions, interest and currency exchange rates, unseasonable weather patterns, the cost and availability of capital and grants/funding, product development uncertainties, labour market challenges and consumer acceptance of new products. The Company believes that the expectations and assumptions reflected in the forward-looking information contained herein are reasonable but no assurance can be given that these expectations and assumptions are correct or that that the results, performance or achievements expressed in, or implied by, forward-looking statements herein will occur, or if they do, that any benefits may be derived from them. The Company can give no assurance that new product development initiatives will lead to new product commercialization, in this case as it relates to medical science imaging. The Company assumes no duty to update or revise forward looking information, except as may be required pursuant to applicable laws. All forward-looking information is expressly qualified in its entirety by this cautionary statement. Further information regarding risks and uncertainties relating to the Company and its securities can be found in the disclosure documents filed by the Company with the securities regulatory authorities, available at www.sedar.com.

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