iSee3D, Active Witness agree to cancel proposed RTO
2012-07-12 17:19 ET - News Release
Mr. Tom Mitchell reports
ISEE3D INC.: REVERSE TAKEOVER WITH ACTIVE WITNESS TERMINATED AND CORPORATE UPDATE
iSee3D Inc. and Active Witness Technologies Corporation have mutually terminated further participation in a proposed reverse takeover 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.
Third 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 chief executive officer
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 financing 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.
We seek Safe Harbor.