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

12/07/2012 10:02pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS


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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