Afriag Global Regulatory News (AFRI)

7am on 8 October 2012

3D Diagnostic Imaging plc

("3D" or "the Company")

Proposed disposal of CarieScan Limited

Proposed adoption of the Investing Policy

Subscription for 380,000,000 new Ordinary Shares at 0.03p per Subscription Share

Proposed change of Company's name to 3D Resources plc

(together, the "Proposals")

The board of 3D announces that on 5 October 2012 it entered into conditional agreements for the proposed disposal of CarieScan Limited ("CarieScan") to 3D Diagnostic Imaging Limited, a newly incorporated company formed for the purposes of the Disposal and to be owned by the current Shareholders of 3D, for a nominal consideration of £1 (the "Disposal"). CarieScan comprises the Company's entire existing trading businesses and assets.

The Disposal is subject to Shareholder approval since it constitutes a fundamental change of business for the Company under Rule 15 of the AIM Rules. The Disposal will also result in 3D becoming an investing company, within the meaning of the AIM Rules, and the Company therefore proposes to adopt an investing policy (the "Investing Policy"). Further details of the Investing Policy are set out below.

An extraordinary general meeting is to be held at the offices of the Company's solicitors, Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London, WC1V 7QH on 24 October 2012 at 11 a.m. (the "Extraordinary General Meeting" or "EGM") to, inter alia, seek consent of 3D's shareholders to the Disposal and the adoption of the Investing Policy.

3D also announces the conditional subscription for 380,000,000 new ordinary shares of 0.1 pence each in the capital of the Company at 0.03 pence each (the "Subscription Shares"), to raise gross proceeds of £114,000 (the "Subscription"). Of the sum raised, £100,000 will be injected in cash into CarieScan.The Subscription Shares have been conditionally placed with new investors. The Subscription is conditional, inter alia, upon the passing of a resolution, inter alia, to approve the Disposal and the allotment of the Subscription Shares to be proposed at the Extraordinary General Meeting (the "Resolution").

Upon the passing of the Resolution Donald Strang and Hamish Harris will join the board of 3D in the roles of Non-Executive Chairman and Non-Executive Director respectively. David Snow and Graham Lay will step down from the board of 3D and Oliver Cooke will remain on the board as a non-executive director.

The Company is also proposing to change its name to "3D Resources plc" in order to reflect the Investing Policy and the proposed change in the Company's business to one of investment in the natural resources sector.

A document in relation to the Proposals (the "Document") was posted to 3D's shareholders on 5 October 2012, together with a notice convening the Extraordinary General Meeting. The Document will also shortly be made available on the Company's website, www.3ddiagnosticimaging.com.

The purpose of the Document is to provide background on and set out the reasons for the Proposals, to explain why the directors of 3D consider the Proposals to be in the best interests of the Company and its shareholders as a whole and to set out the Resolution to be considered at the Extraordinary General Meeting.

Set out below are edited extracts from the text of the letter from David Snow (Interim Non-Executive Chairman of 3D), which is included in the Document.

For further information, please contact:

EDITED EXTRACTS FROM THE DOCUMENT

All defined terms used in this announcement shall have the meaning given to them in the Document unless otherwise defined herein.

Introduction

In August 2012 the Board announced its intention to delist the Company from AIM as they no longer felt able to justify the costs associated with remaining on AIM.

On 11 September 2012, having investigated alternative options that might help to deliver greater value to Shareholders, the Board announced a series of proposals which, if implemented, would result in the Company becoming an Investing Company.

I am writing to you to advise that the Company has today entered into conditional agreements to transfer its existing assets and liabilities in connection with the Business to CarieScan and to sell CarieScan to 3D Diagnostic Imaging Limited (a new incorporated company formed for the purpose of the Disposal and to be owned by the current Shareholders) for a nominal consideration of £1.

Under Rule 15 of the AIM Rules, the Disposal will constitute a fundamental change in the business of the Company which requires the approval of the Shareholders. Following the Disposal, it is intended that the Company will become an Investing Company, and Shareholders' approval of its proposed investing policy will be sought at the EGM. Further details of the Investing Policy are set out in the paragraph entitled "Proposed New Investing Policy" below.

Following approval of the Investing Policy by Shareholders, the Company will be under an obligation to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise to implement its Investing Policy, in each case within twelve months of becoming an Investing Company, failing which the Company's ordinary shares will be suspended from trading on AIM. If the Company's investing policy has not been implemented within 18 months of it becoming an Investing Company then admission of the Company's ordinary shares to trading on AIM would be cancelled.

The purpose of the Document is to provide you with information about and to seek Shareholder approval for the Proposals.

Background to the Proposals

The Company's Ordinary Shares were admitted to trading on AIM on 22 November 2010. One of the principal objectives of the Company's listing on AIM was to provide it with access to development capital as the business grew. However, it has become apparent that in the current market environment this objective cannot be met and as a consequence the Board no longer feels able to justify the continued costs associated with the admission of the Company's ordinary shares to trading on AIM. The Board's intention had been to seek Shareholders' approval to cancel the Company's admission to trading on AIM, however following the investigation of various alternative options with the potential to deliver greater value to Shareholders, the Board resolved to pursue the proposals outlined in this document.

Subject to approval by Shareholders at the EGM, upon Admission, the Company will transfer all existing assets and liabilities (that it holds in connection with the Business, together with a further sum in cash of £100,000, to CarieScan and will then sell CarieScan to the Purchaser for a nominal consideration of £1. Evolve (the 100% shareholder of the Purchaser prior to completion of the Proposals) has undertaken to the Company that it will then within one month gift the shares in the Purchaser to the Shareholders in such proportion as will result in their holding the same proportion of the issued share capital of the Purchaser as they hold in the Company on the Record Date. Following completion of the Proposals the Company will no longer hold any operating assets and will be an Investing Company with the risks associated therewith.

Proposed New Investing Policy

On completion of the Proposals, the Company will have disposed of all of its trading businesses and therefore under Rule 15 of the AIM Rules it will be re-classified as an Investing Company and will be required to adopt an Investing Policy, which must be approved by Shareholders.

The Company's proposed Investing Policy is as follows:

Investing Policy

The Directors intend initially to seek to acquire a direct and/or an indirect interest in projects and assets in the oil and gas sector, however they will consider opportunities in the wider natural resources sector as well as opportunities that may arise in other sectors. The Company will focus on opportunities in Europe, Africa and the Middle East but will consider possible opportunities anywhere in the world.

The Company may invest by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company will not have a separate investment manager.

The Company may be both an active and a passive investor depending on the nature of the individual investments. Although the Company intends to be a medium to long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out.

There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. The Company will carry out an appropriate due diligence exercise on all potential investments and, where appropriate, with professional advisers assisting as required. The Board's principal focus will be on achieving capital growth for Shareholders.

Investments may be in all types of assets and there will be no investment restrictions.

The Company will require additional funding as investments are made and new opportunities arise. The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash resources for working capital. The Company may in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

Proposed Board Changes

Upon the passing of the Resolution, Mr. Donald Strang and Mr. Hamish Harris will join the Board in the roles of Non-Executive Chairman and Non-Executive Director respectively and Graham Lay and I will step down from the Board. Oliver Cooke will remain on the Board but as a non-executive director. Short biographies of Messrs Strang and Harris are set out below.

Donald Strang

Mr. Strang is a member of the Australian Institute of Chartered Accountants and has been in business over 20 years, holding senior financial and management positions in both publicly listed and private enterprises in Australia, Europe and Africa. Mr. Strang has considerable corporate and international expertise and over the past decade has focussed on mining and exploration activities. He is currently an executive director of Plus Markets Group Plc and finance director of Stellar Resources Plc.

Hamish Harris

Mr. Harris holds a Bachelor of Commerce degree and has worked in the investment banking industry for over 15 years in Singapore, Hong Kong and London, primarily in the area of market risk management. He has also run a privately owned private equity vehicle targeting acquisitions in agriculture in Eastern Europe in the last few years and is currently a director of Plus Markets Group plc.

Donald Ian George Layman Strang, aged 44, is or has been a director or partner of the following companies during the previous five years:

Current Directorships Directorships held in past five years

Plus Markets Group plc Leni Gas Oil plc

Stellar Resources plc Compania de Sedano Ltd.

Leni Trinidad Ltd.

Lonhro plc

Vatukoula Gold Mines plc

Vatukoula Gold Pty Ltd

Vatukoula Finance Pty Ltd

Vatukoula Australia Pty Ltd

Brinkley Mining plc

Western Uranium Pty Ltd.

Brinkley Mining Project 1 Ltd.

Brinkley Mining South Africa Pty Ltd.

Brinkley Africa Ltd.

Green Park Finance Ltd (dissolved)

Hamish Hamlyn Harris, aged 42, is or has been a director or partner of the following companies during the previous five years:

Current Directorships Directorships held in past five years

Marlin Atlantic Finance Ltd None

Plus Markets Group plc

The Subscription

The Board is pleased to advise that, subject to Shareholders' approval of the Proposals at the forthcoming EGM, the Company has conditionally raised £114,000 (before expenses) through a subscription for 380,000,000 New Ordinary Shares at a subscription price of 0.03p per Ordinary Share. The Subscription Price represents a discount of approximately 73.9 per cent. to the closing mid-market price of 0.115 pence per Ordinary Share on 5 October 2012, being the last business day prior to the announcement of the Proposals. The Subscription Shares will represent approximately 61.1 per cent. of the enlarged share capital. The Subscription Price is below the par value of an Ordinary Share but the issue of the Subscription Shares at the Subscription Price is permitted by the Act and the Company will treat the Subscription Shares as being fully paid up on Admission.

Pursuant to the Subscription, Donald Strang has subscribed for 40,000,000 Subscription Shares at the Subscription Price and will be interested in 40,000,000 new Ordinary Shares representing 6.44 per cent of the enlarged share capital. In addition Hamish Harris has subscribed for 40,000,000 Subscription Shares at the Subscription Price and will be interested in 40,000,000 New Ordinary Shares on Admission representing 6.44 per cent of the enlarged share capital.

The Subscription is conditional, inter alia, upon the Resolution being passed at the Extraordinary General Meeting and Admission occurring on or before 8:00 a.m. on 31 December 2012.

Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM and dealings are expected to commence at 8:00 a.m. on 25 October 2012.

The proceeds of the Subscription receivable by the Company are £114,000. Of the sum raised, £100,000 will be injected in cash into CarieScan pursuant to the Hive Down Agreement. As a part of the Proposals, the Directors are also seeking the ability to issue further new Ordinary Shares in the future to enable them to raise sufficient funds to provide additional working capital for the Company and to implement its proposed Investing Policy. The Company will require additional working capital following Admission to enable the Company to implement its proposed Investing Policy.

Related party transaction

The proposed disposal of CarieScan to the Purchaser, a company formed by Evolve (a substantial shareholder of 3D), is deemed to be a related party transaction under the AIM Rules for Companies. Oliver Cooke and I are both officers of Evolve and as a consequence are deemed to have an interest in the transaction. Consequently, Oliver Cooke and I abstained from voting during the Board's deliberations in respect of the Disposal and Graham Lay, as the independent director, having consulted with Allenby Capital Limited, considers that the terms of the Disposal are fair and reasonable insofar as Shareholders are concerned.

Extraordinary General Meeting

You will find at the end of this document a Notice of Extraordinary General Meeting to be held at the offices of the Company's solicitors, Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH at 11.00 a.m. on 24 October 2012. At the Extraordinary General Meeting, the Resolution will be proposed as a special resolution, requiring a 75% majority of those voting to pass the Resolution, to implement the following:

- The grant of authority to the Directors to issue shares for cash up to an amount comprising the unissued share capital of the Company, as though the rights of pre-emption granted to the Shareholders pursuant to article 5.2 of the Articles did not apply, to enable them to raise additional working capital for the Company and to implement the proposed investing policy. This resolution will take effect from the date on which the Resolution is passed and will continue until the earlier of the next annual general meeting of the Company or the date that is 15 months from the date of passing the Resolution.

- The approval of the disposal of CarieScan for the purposes of the AIM Rules.

- The adoption of the Investing Policy as outlined in the Appendix to the Notice of EGM.

- The change of the Company's name to 3D Resources PLC.

The Resolution is being proposed as a single special resolution, rather than as a series of separate resolutions, as the Disposal and Subscription are conditional upon the approval of all of the Proposals.

Action to be taken

It is proposed that the Company shall change its name to reflect the Company's Investing Policy and the proposed change in the Company's business to one of investment in the natural resources sector.

The Company will also change its ticker to 3DR conditional on the Proposals being approved by Shareholders

A Form of Proxy is enclosed for use in connection with the EGM. Whether or not you intend to be present at the EGM, you are requested to complete, sign and return the Form of Proxy to the Company's registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey, GU9 7LL as soon as possible but in any event so as to arrive not later than 11.00 a.m. on 22 October 2012. The completion and return of a Form of Proxy will not preclude you from attending the meeting, or speaking and voting in person should you subsequently wish to do so.

The Company has received irrevocable undertakings from the holders of Ordinary Shares (including the Board) totalling 101,454,742 Ordinary Shares representing approximately 42.1% of the Company's issued share capital to vote in favour of the Resolution.

Should the Proposals not be approved by Shareholders at the EGM, the Company would have an immediate need to raise additional working capital and as there can be no certainty that the Company could raise such funds on acceptable terms, or at all, there is a serious risk that the Company would fail.

Recommendation

Having consulted with the Company's advisers, the Directors consider that the passing of the Resolution would be in the best interests of the Company and of the Shareholders and therefore unanimously recommend Shareholders to vote in favour of the Resolution, as they intend to do or procure to be done in respect of their own legal and beneficial shareholdings, which in aggregate amount to 7,346,628 Ordinary Shares, representing approximately 3.05 per cent. of the issued share capital of the Company.