|THE SHAREHOLDERS OF IMAGING DYNAMICS COMPANY, LTD.|
TO: THE SHAREHOLDERS OF IMAGING DYNAMICS COMPANY, LTD.
On January 26, 2015, Imaging Dynamics Company, Ltd. ("IDC" or the "Company") a TSX Venture listed issuer under the symbol: IDL-X, announced in a press release that it is undertaking a non-brokered private placement equity financing of up to 100,000,000 Common Shares in the capital of the Company at a price of $0.02 per Common Share for gross proceeds of up to $2,000,000 (the "Offering"). Each Common Share subscribed for will be entitled to a one-half (1/2) Share Purchase Warrant at a price of $0.05 per share for a period of 2 years from the date of issuance. The Offering is being made available pursuant to the grant of a "discretionary waiver" of the TSX Venture Exchange's minimum $0.05 pricing requirement and is subject to final acceptance by the TSXV.
This Offering will be conducted by the Company utilizing the "Existing Shareholder Exemption" contained in Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders as applicable, as well as exemptions under the "Accredited Investor" exemptions of National Instrument 45-106 - Prospectus and Registration Exemptions (NI 45-106) under securities laws, and also other applicable exemptions available to the Company, for participating jurisdictions in Canada. The "Existing Shareholder Exemption" is not available in Ontario or Newfoundland and Labrador, although the "Accredited Investor" exemption is available to investors in those provinces.
IDC will make the Offering available to all Shareholders of the Company on record effective as of January 26, 2015 (the "Record Date") who are eligible to participate pursuant to the Existing Shareholder Exemption and who will have notified the Company in writing at the address noted below by no later than February 9, 2015 of their intention to participate in the Offering. Orders will be processed by the Company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over subscribed. Any person who becomes a shareholder of IDC after the Record Date shall not be entitled to participate in the Offering under the Existing Shareholder Exemption. The aggregate investment of a subscriber under the Existing Shareholder Exemption in the Company cannot exceed $15,000 in a 12 month period, unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. The Company will accept qualifying subscriptions of $1,000 or larger.
The Offering is expected to close on or about February 23, 2015. The Common Shares issued in connection with the private placement will be subject to a mandatory four month and one day hold period from the date of issuance in accordance with applicable Canadian securities laws.
The Closing of the Offering remains subject to certain conditions including, but not limited to, the final acceptance of the TSX Venture Exchange, and the receipt of all necessary approvals that are customary for this type of transaction. The Offering has received approval from the Board of Directors of the Company.
If you are interested in investing or for more information on the Offering, please contact IDC directly at:
Imaging Dynamics Company, Ltd.
40th Avenue N.E., Suite 1157
Calgary, Alberta, Canada T2E 6M9
1.866.975.6737 Toll Free
Visit the IDC web site: www.imagingdynamics.com