Liponex and ImaSight Enter Into Non-Binding Letter of Intent



    OTTAWA and GATINEAU, QC, Jan. 30 /CNW/ - Liponex Inc (TSX:LPX), and
ImaSight Inc., a commercial-stage medical device company marketing an
innovative, cost effective digital radiology solution, announced today that
they have entered into a non-binding letter of intent for a business
combination following which the current shareholders of ImaSight will own
approximately 65% of the combined company. Pursuant to the transaction,
Liponex would acquire all of the issued and outstanding shares of ImaSight by
way of share purchase or through such other transaction structure as may be
determined by the mutual agreement of ImaSight and Liponex. Liponex and
ImaSight will apply to list the combined company's common shares for trading
on a TSX Group exchange.
    "As previously announced, our Board of Directors and management have been
pursuing strategic options to leverage Liponex's assets and resources. That
process has led our Board of Directors to believe that this proposed business
combination with ImaSight is the best opportunity available to the Company to
maximize value for our shareholders," said David Evans, Chairman of Liponex.
"We are particularly pleased that the combined company will continue the
development of the Liponex CRD5 program in dyslipidemia which we continue to
believe has potential value in the natural health product arena."
    "ImaSight is excited about the opportunities this merger brings" said
John Brooks, CEO of ImaSight. "This will bring additional resources to our
marketing and production operations and we share the optimism around the CRD5
program."

    The Transaction

    A special committee of the board of directors of Liponex was formed to
consider strategic alternatives for Liponex, including this proposed
transaction. The board of directors of Liponex has unanimously approved
signing the non-binding letter of intent described in this release. The
companies have agreed to an exclusivity period until February 13, 2008 in
which to complete due diligence, work toward a definitive agreement and during
which they shall not solicit other proposals.
    The transaction is currently expected to be completed in April 2008,
following all necessary shareholder and regulatory approvals. Closing of the
transaction will include a share consolidation, name change, the election of
persons nominated by ImaSight to the Board of Directors of Liponex that are
acceptable to Liponex and satisfy the necessary regulatory requirements and
the appointment of John Brooks as CEO of the combined company. The letter of
intent also provides that in addition to any regulatory or exchange escrow
provisions that may apply, Liponex shares received by ImaSight shareholders
shall be subject to a contractual escrow arrangement that will include
cancellation provisions in the event of certain dilutive corporate
transactions undertaken after closing.

    Conditions Precedent and Required Approvals

    The letter of intent is non-binding and the proposed transaction remains
subject to the completion of due diligence, the entering into of a definitive
agreement and the satisfaction of closing conditions to be included in a
definitive agreement, including listing and other necessary regulatory
approvals and the receipt of a fairness opinion by the Liponex board. The
transaction will also be conditional upon, among other things, the approval of
both the Liponex and ImaSight shareholders and Liponex shareholders will be
asked to vote on this transaction at an Annual and Special Meeting expected to
be scheduled for April 2008. We cannot assure you that the transaction will be
completed as proposed or at all.
    A more detailed description of the transaction structure and of the two
companies will be contained in the definitive agreement and in a proxy
circular that will be mailed to Liponex shareholders. Once mailed, the proxy
circular will be available at www.sedar.com. All shareholders are urged to
read the proxy circular once it is available. Investors are cautioned that,
except as disclosed in the proxy circular 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 Liponex should be considered highly speculative.

    About ImaSight and its Digital Radiography System

    ImaSight markets its patented digital x-ray sensor at a price affordable
to veterinarians and chiropractors. Its hospital grade sensor has been
approved for sale by Health Canada. Further information can be found at
www.imasight.com

    About Liponex and CRD5

    Liponex is a Biopharmaceutical development company developing natural
source products for the treatment of cholesterol and metabolic disease. CRD5,
its lead product, has undergone a number of human clinical trials under
approval of Health Canada's Natural Health Products Directorate with a primary
goal of increasing HDL "good cholesterol".

    This news release contains certain "forward-looking statements" and
"forward-looking information" which may include but is not limited to
statements in respect of Liponex's and ImaSight's future financial position or
operations and the potential value of CRD5 in the natural health product
arena. Words like "believe", "intend", "may", "expect", "anticipate", "plan",
"should" and other similar expressions are forward-looking statements that
involve a number of risks and uncertainties. By their nature, forward-looking
statements involve numerous factors, assumptions and estimates. Some but not
all of the factors that could cause actual results to differ materially from
those projected in our forward-looking statements include among others:

    
    -  the failure to sign a definitive agreement regarding the potential
       combination of Liponex and ImaSight;
    -  failure to receive required transaction approvals from Liponex's and
       ImaSight's shareholders;
    -  failure to receive necessary stock exchange listing approvals and/or
       necessary approvals of the Canadian regulatory authorities;
    -  the ability of Liponex and ImaSight to satisfy all of the closing
       conditions to complete the transaction;
    -  risks associated with the development of CRD5 as a natural health
       product;
    -  market acceptance of ImaSight's technologies and products assuming the
       successful completion of the transaction;
    -  ImaSight's (and, assuming the approval of the arrangement, the
       combined company's) ability to obtain financing in the future,
       financial and technical resources relative to those of its
       competitors, ability to enforce its intellectual property rights and
       protect its proprietary technologies; and
    -  other risk factors identified from time to time in Liponex's (and,
       assuming the approval of the arrangement, the combined company's)
       securities regulatory filings.
    

    For a further description of the principal risks affecting Liponex, see
Liponex's regulatory filings at www.sedar.com. These factors should be
considered carefully and readers are cautioned not to place undue reliance on
such forward looking statements. Although Liponex and ImaSight have attempted
to identify important risks, uncertainties and other factors that could cause
actual results or events to differ materially from those expressed or implied
in the forward looking statements, there may be other factors that cause
actual results or events to differ from those expressed or implied in the
forward-looking statements. All forward-looking statements are qualified in
their entirety by this cautionary statement and neither Liponex nor ImaSight
undertakes no obligation to revise or update any forward-looking statements as
a result of new information, future events or otherwise after the date hereof.

    The TSX does not accept responsibility for the adequacy or accuracy of
    this release.

    %SEDAR: 00022196E




For further information:

For further information: Liponex Inc.: Investor Relations, Michael
Moore, The Equicom Group Inc., (416) 815-0700 ext. 241,
mmoore@equicomgroup.com; ImaSight Inc.: John Brooks, CEO, (819) 777-7979 ext.
223, jbrooks@imasight.com

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LIPONEX INC.

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