CALGARY, June 4, 2012 /CNW/ - Imaging Dynamics Company Ltd. ("IDC" or
the "Company") (TSX: IDL) a global leader in the high growth digital
radiography (DR) equipment market, today announced a non-brokered
private placement of a maximum of 450,000,000 common shares in the
capital of the Company (a "Common Share") at a price of $0.005 per
Common Share for gross proceeds of up to $2,250,000 (the "Private
Placement"). Proceeds from this Private Placement will be used for
general working capital and corporate purposes. The Common Shares
issued in connection with the Private Placement will be subject to a
four month hold period from the date of issuance in accordance with
applicable securities law. The Private Placement will also be subject
to certain conditions, including approval by the Company's shareholders
("Shareholders") on July 4, 2012, the approval of the Toronto Stock
Exchange ("TSX") and the grant of a sixty day extension with respect to
the review of the eligibility for continued listing on the TSX of the
Company's Common Shares.
Current total outstanding Common Shares of the Company are 158,441,782.
This Private Placement will result in issuing 285 % of the current
outstanding Common Shares and as a result, will create a new insider
and effect a change of control of the Company. Subsequent to the
closing of the Private Placement the new subscriber (described below)
will own 74 % of the outstanding Common Shares of the Company on
issuance of the 450,000,000 Common Shares.
This Private Placement is being offered and subscribed by Belfry Medical
Investments Limited ("Belfry"), a Hong Kong based company, owned by Mr.
T.T. Lee ("Mr. Lee"). Mr. Lee is also the Managing Director of Belfry
Enterprises Limited, a consumer electronics firm with manufacturing
facilities in China. Belfry will be the sole subscriber to this
Private Placement. Currently neither Belfry nor Mr. Lee hold any Common
Shares of the Company and each is an arm's length individual entity.
The Company has filed a notice of its Annual and Special Meeting of
Shareholders to be held in Calgary, Alberta on July 4, 2012. This
Private Placement has received unanimous approval from the Company's
board of directors ("Board of Directors") which is recommending
Shareholders approve this Private Placement. The Management Information
Circular ("Circular") will be mailed out to Shareholders of record and
the record date for the meeting, is set as June 1, 2012. Shareholder
approval will also be requested to appoint Mr. Lee as a Board Member
who will subsequently be appointed to the position of Chairman and
Chief Executive Officer of the Company.
A meeting of the Continued Listing Committee of the TSX is scheduled to
be held on June 21, 2012 to consider whether or not to suspend trading
in and delist the Common Shares of the Company. The Company intends to
request a sixty day extension of the current delisting review from the
TSX. At this time, there is no guarantee that the TSX will grant the
sixty day extension of the delisting review or if the Company can
maintain the minimum listing requirements of TSX subsequent to closing
this Private Placement.
Commenting on this Private Placement, Swapan Kakumanu, IDC President and
Chief Executive Officer stated, "The significant investment by Mr. Lee
through Belfry in Imaging Dynamics demonstrates the appeal of our
digital radiography offering and its future prospects. I am very
excited to be a part of the new strategic team with Mr. Lee providing
his technical and strategic expertise to expand the product portfolio
and market share. We continue to work with the TSX to grant a sixty
day extension on the delisting review. We believe after closing this
Private Placement the Company will be able to meet the minimum listing
requirements of the TSX."
"Over the past few quarters, the Board of Directors assessed various
strategic and financing options. Although immediately dilutive, in the
long term we believe this provides the best shareholder value based on
current options available. The Board requests all Shareholders support
this Private Placement at the upcoming Annual and Special Meeting of
Shareholders," stated Shameze Rampertab, Chairman of the Board.
"I am very impressed with the quality of the Company's products and
believe that the Company has excellent prospects in emerging markets,
including China. I look forward to working with the management team to
improve the performance of the Company and increasing shareholder
value," stated Mr. Lee.
About Imaging Dynamics Company (IDC):
IDC is a medical devices technology company and innovative force in the
high growth field of digital radiography (DR) technology. IDC's product
line of CCD-based X-Series direct capture technology and the new
innovaXion Flat Panel technology replaces conventional film-based
diagnostic imaging and provides a cost-effective solution for producing
high quality diagnostic images, enhancing patient care and improving
Each IDC DR solution provides high resolution radiographic images in the
digital format required for todays PACS (Picture Archiving &
Communication Systems) and the growing requirements for the electronic
health record, all without the use of film, environmentally unfriendly
chemicals, and cassettes.
Throughout its history, IDC has been recognized by multiple industry
organizations and research analysts such as: Frost & Sullivan, Deloitte
Technology and PROFIT; for its dedication to innovation, global growth,
and customer focused value proposition.
IDC is based in Calgary, Alberta, Canada.
Visit the IDC Web site: www.imagingdynamics.com
Statements in this release which describe IDC's intentions, expectations
or predictions, or which relate to matters that are not historical
facts are forward-looking statements. These forward-looking statements
involve known and unknown risks and uncertainties which may cause the
actual results, performances or achievements of IDC to be materially
different from any future results, performances or achievements
expressed in or implied by such forward-looking statements. IDC may
update or revise any forward-looking statements, whether as a result of
new information, future events or changing market and business
conditions. Known and unknown risks and uncertainties include: IDC's
ability to manufacture its products with a sufficient level of quality
and in volumes which satisfy market demand; the ability of IDC to
establish direct and indirect sales channels; the ability of IDC to
establish industry partnerships; IDC's ability to attract and retain
key personnel; the strength and breadth of IDC's patents; and other
factors relating to general economic conditions, specific industry
conditions and IDC's particular situation.
SOURCE Imaging Dynamics Company Ltd.
For further information:
Mr. Swapan Kakumanu
President & Chief Executive Officer