Update on Arius3D's Agreement to Acquire Masterfile

ID: 1051657
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(businesspress24) - TORONTO, ONTARIO -- (Marketwire) -- 10/31/11 -- Arius3D Corp. ("Arius3D" or the "Company") (TSX VENTURE: LZR) and Masterfile Corporation ("Masterfile") announced that they have agreed to extend to November 30, 2011 the closing of the previously announced proposed acquisition by Arius3D of all of the issued and outstanding securities of Masterfile.

On August 19, 2011, Arius3D and Masterfile announced that Arius3D had entered into an agreement (the "Share Purchase Agreement") with the shareholders of Masterfile to purchase, on certain conditions, all the securities of Masterfile for CDN$21,379,580, and that the closing of such transaction was expected to be October 31, 2011. For more details regarding the terms of the Share Purchase Agreement and related matters, please see the Company's press release of August 19, 2011, the related material change report and the other Company filings with securities regulatory authorities since August 19, 2011 which are available under the Company's profile at .

The closing of the transaction has been extended to November 30, 2011 in order to facilitate the financing efforts of Arius3D. In addition, the Company has agreed to release to Masterfile, on November 4, 2011, $450,000 (the "Released Amount") of the $750,000 that had been put in escrow in order to secure the payment of a termination fee. The remaining termination fee of $300,000 shall continue to be payable to Masterfile in certain circumstances, including (i) if Arius3D chooses not to complete the transaction if TSX Venture Exchange (the "TSXV") approval is not obtained or if prior to November 4, 2011 Arius3D is not satisfied with the results of its due diligence investigation or (ii) if Masterfile chooses not to complete the transaction if TSXV approval is not obtained, or if on or prior to the day which is 3 business days prior to the closing date written evidence is not provided to Masterfile that Arius3D has secured financing to enable it to pay the maximum amount of the cash portion of the purchase price, or if Arius3D does not provide funds to enable Masterfile to repay approximately $3 million of debt held by two lenders of Masterfile.


Classified as an "Information Technology" company, Arius3D is publicly traded and listed on the TSX Venture Exchange trading under the symbol "LZR". Arius3D creates imaging solutions that allow organizations to capture and share unique physical objects in digital form. Arius3D offers 3D imaging systems and services to a growing 3D image library. The Arius3D technology supports wide ranging applications in culture and heritage, entertainment, education and product design with a primary focus of generating image license recurring revenues from rich media content. Arius3D has its head office located in Mississauga, Ontario. Visit our website at to understand more about the Company.


Masterfile, headquartered in Toronto, Canada, is believed to be one of the world's largest providers of premium still images, in terms of revenues. Masterfile has an exceptional collection of stock images covering a wide range of subjects, which is stored digitally, and is showcased, licensed and delivered instantly to business clients worldwide via the Internet for advertising, design and corporate communications. Masterfile has offices in Canada, Germany, France, Italy, and the United Kingdom and operates in over 100 other countries through a network of distributors and exclusive licensees. Masterfile was created within a subsidiary of the Toronto Sun in 1981 and was sold by the Toronto Sun to its current principal owners in 1984. Since its founding, Masterfile's growth has been primarily organic, and today it has approximately 90 employees worldwide.


This news release contains forward-looking information and forward-looking statements (collectively "forward looking statements"), within the meaning of applicable securities laws, with respect to the closing and financing of the transactions contemplated under the Share Purchase Agreement, as amended. Such forward looking statements are based upon assumptions, and estimates made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. These assumptions include those concerning the availability of financing, and no significant decline in existing general business and economic conditions. There can be no assurance that the Company will obtain sufficient financing and, therefore, that the transaction contemplated under the Share Purchase Agreement, as amended, will close. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward looking statements and, accordingly, readers should not place undue reliance on those statements. Risks and uncertainties that may cause actual results to vary include, but are not limited to, the Company's limited financial resources and the availability of financing alternatives; changes in general economic conditions or conditions in the financial market; increased competition in the 2D stock photo industry and changes in demand for quality 2D images; as well as other risks and uncertainties which are more fully described in the Company's Management's Discussion and Analysis for the 2011 fiscal year and in other Company filings with securities and regulatory authorities which are available at . Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward looking statements and accordingly, readers should not place undue reliance on those statements. Readers are cautioned that the foregoing lists of risks, uncertainties, assumptions and other factors are not exhaustive. The forward looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements contained herein or in any other documents filed with securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Arius3D Corp.
David Beutel
905 270 7999

Masterfile Corporation
Steve Pigeon
416 929 3000

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Date: 10/31/2011 - 16:13
Language: English
News-ID 1051657
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Firma: Arius3D Corp. and Masterfile Corporation
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