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ICT Isee3D Inc.

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Share Name Share Symbol Market Type
Isee3D Inc. TSXV:ICT TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

ISee3D Announces Early Exercise Warrant Incentive Program

05/04/2011 10:42pm

Marketwired Canada


ISee3D Inc. (the "Company" or "ISee3D") (TSX VENTURE:ICT) is pleased to announce
a warrant exercise incentive program (the "Warrant Program") designed to
encourage the early exercise of up to 6,393,682 of its outstanding unlisted
warrants (the "Warrants"), subject to receipt of all necessary regulatory
approvals, including that of the TSX Venture Exchange. The Warrants currently
entitle the holder thereof to acquire one common share of the Company (a "Common
Share") at a price of $0.20 until May 12 and June 29, 2011 respectively. All
holders of the Warrants (a "Warrant Holder") are offered an incentive consisting
of one-half of a warrant (each whole warrant an "Incentive Warrant") to
encourage the early voluntary exercise of the Warrants for a period of 20 days
commencing April 6, 2011 and ending 5:00PM (Toronto time) on April 26, 2011 (the
"Early Exercise Period"). Only those Warrant Holders who exercise their Warrants
during the Early Exercise Period will be eligible to receive the Incentive
Warrants.


Each Incentive Warrant will be exercisable for one Common Share at a price of
$0.25 per share for a period of 12 months following closing of the Warrant
Program. The Incentive Warrants and any Common Shares issuable on the exercise
thereof will be subject to a four month hold period commencing on the date of
issuance of the Incentive Warrants pursuant to applicable Canadian securities
laws. The Company may accelerate the expiry date of the Incentive Warrants if
the Company's common stock on the TSX Venture Exchange trades at $0.35 or higher
over a period of 10 consecutive trading days.


A 5% cash finder's fee may be payable to qualified persons or companies who
assist the Company in encouraging Warrant Holders to exercise their Warrants.


If all Warrants are exercised on or before the expiry of the Early Exercise
Period, the Company expects it will:




--  receive gross proceeds of $1,278,736.40; 
--  issue 6,393,682 Common Shares; and 
--  issue 3,196,841 Incentive Warrants. 



Warrant Holders who elect to participate in the Warrant Program will be required
to deliver to the Company the following: 


(i) a duly executed warrant exercise and subscription agreement (the "Exercise
Agreement"); 


(ii) the original certificate representing the Warrants being exercised; and 

(iii) the applicable aggregate exercise price payable to the Company by way of
certified cheque, bank draft or wire transfer. 


The terms and conditions of the Warrant Program and the method of exercising
Warrants pursuant to the Warrant Program will be set forth in the Exercise
Agreement, which will be mailed to the registered address of each Warrant
holder. The summary of the Warrant Program herein is subject in its entirety to
the terms and conditions of the Exercise Agreement. The Incentive Warrants will
only be issued to participating Warrant Holders who qualify under appropriate
prospectus and registration exemptions and applicable securities laws.


To the extent that holders of the Warrants take advantage of the opportunity to
exercise their Warrants early, this will strengthen ISee3D's current cash
position and provide the Company with additional working capital to allow it to
continue commercialization of its single lens 3D technology. Warrants that
remain unexercised following the completion of the Early Exercise Period will
continue to be exercisable for Common Shares on the original terms as they
existed prior to the Warrant Program.


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 250mm, the
patented technology can be applied across many devices. Through its patented
optical switch technologies, 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 Vancouver with offices in Toronto.


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 caut ions 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.


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