Rebecca Capital Inc.
TSX VENTURE : REB.P

February 01, 2010 15:32 ET

Rebecca Capital Inc. Announces Conditional Approval of the Qualifying Transaction With Arius3D Inc.

TORONTO, ONTARIO--(Marketwire - Feb. 1, 2010) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Rebecca Capital Inc. (TSX VENTURE:REB.P) ("Rebecca"), a Capital Pool Company, is pleased to announce that the TSX Venture Exchange (the "Exchange") has conditionally approved the previously-announced proposed acquisition (the "Transaction") of Arius3D Inc. ("Arius3D") and a concurrent offering (the "Offering") of convertible debentures ("Arius3D Convertible Debentures") to raise gross minimum proceeds of $2.6 million and maximum gross proceeds of $6.0 million. Additional information concerning the Transaction may be found in Rebecca's Filing Statement dated January 29, 2010, will be available on SEDAR at www.sedar.com.

Upon completion of the Transaction, Arius3D would become a wholly-owned subsidiary of Rebecca by way of a merger of a wholly-owned subsidiary of Rebecca into Arius3D and the securities of Arius3D would be exchanged for securities in Rebecca on a one for one basis. The Arius3D Convertible Debentures are convertible into common shares of Arius3D at $0.18 per share, earn interest at 8% per annum, mature five years from the date of issue, and each holder will receive one warrant for each common share of Arius3D that would be received assuming conversion of the Arius3D Convertible Debentures, all of which warrants are exercisable at $0.30 per common share and expire on December 31, 2014. The Transaction is scheduled to close on or about February 10, 2010.

Loewen, Ondaatje, McCutcheon Limited ("LOM") has been retained to act as lead agent and Global Energy Horizons Corporation has been retained to act for the Offering (collectively the "Agents"). In consideration the Agents will receive a commission equal to 7% of the gross proceeds of the Offering and broker warrants equal to 7% of the shares that will be issued in the event Arius3D Convertible Debentures sold in the Offering are converted to common shares.

The Transaction, once completed, will constitute Rebecca's capital pool Qualifying Transaction pursuant to the policies of the Exchange. Concurrently, Rebecca's name will be changed to Arius3D Corp. (the "Resulting Issuer") with the trading symbol of LZR upon the closing of the Transaction. Completion of the Transaction is conditional on obtaining all necessary regulatory approvals and satisfying other conditions that are typical for a transaction of this type.

Net proceeds from the Offering together with the other funds available to the Resulting Issuer on Completion of the Qualifying Transaction will be used primarily to further its business objectives, for general working capital purposes and to help the Resulting Issuer meet the Exchange's minimum listing requirements.

David Beutel, who is a founder, Director and the current President, Chief Executive Officer and Chief Financial Officer of Rebecca will remain as a director of the Resulting Issuer, said, "We are very pleased to be closing the Qualifying Transaction and are excited to implement a promising business plan."

About Arius3D

Arius3D (www.arius3d.com) creates imaging solutions that allow organizations to capture and share unique physical objects in digital form. Arius3D's three-dimensional color scanner and Pointstream imaging software support wide ranging applications in culture and heritage, entertainment, education and product design. Technologies and services are offered to collections managers so that their collections can be digitized in 3D, with the resulting 3D images offered for license from a growing 3D image library in exchange for a revenue share.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

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.

This press release does not constitute an offer of securities for sale in the United States. The common shares of Rebecca have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements.

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

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