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PRESS RELEASE

IMAGIN Diagnostic Centres, Inc. Increases Its Tender Bid for Laser Rejuvenation to $0.25 per Share Plus a Warrant to Bring Its Position to 33% up to 49%

$0.25 per Share Exceeds Insider Bid on “Going Private” Bid of $0.155 by 61%

TORONTO-August 29, 2003-IMAGIN Diagnostic Centres, Inc. (“IMAGIN”) has Fedexed to all registered shareholders of Laser Rejuvenation Clinics, Inc. (“Laser”) shareholders today a “Notice of Variation” increasing the cash portion of its bid to $0.25 per share from $0.22 per share. IMAGIN’s cash bid is 61% better than that of Dr. Tom Woo, the founder and control person of Laser who has a $0.155 bid that expires on Tuesday September 2, 2003 at midnight Calgary time. Dr. Woo’s recent press release failed to emphasize that shareholders can withdraw from his $0.155 bid by calling Olympia Trust at 1-800-727-4493 or their broker or to facilitate, call IMAGIN Diagnostics at 1-866-328-2390. The Laser stock last traded in the open market on the TSX Venture Exchange at $0.27 per share.

IMAGIN financed by its affiliate Stampede Partners, LLP has a guaranteed minimum to acquire 436,500 Laser shares which would bring them to 33% or 600,000 shares (including shares already owned ) of the 1,810,315 share capitalization, up to a maximum of 736,500 Laser shares or 49% and 900,000 Laser shares (including shares already owned).

IMAGIN will file the Notice of Variation and this press release on SEDAR as soon as possible.

The two-man independent member Board of Laser has decided to recommend the $0.155 bid made by the third Board member Dr. Woo, even though IMAGIN’s bid is substantially higher for reasons that they list on SEDAR and to which IMAGIN will respond in the SEDAR filing. The IMAGIN bid is now 61% higher considering the cash portion only. IMAGIN has asked the Board including Dr. Woo to recommend IMAGIN’s offer.

The reasons that all Board members should recommend IMAGIN’s bid are:

1. IMAGIN Diagnostic Centres, Inc. a developmental stage company bringing PET (“Positron Emission Tomography”) scanning to Canada, a significant lifesaving technology for the diagnosis and staging of cancer and other diseases including Alzheimer’s, is making the bid with its affiliate Stampede Partners LLP. IMAGIN is the general partner of Stampede Partners LLP.

2. IMAGIN is a private company with net assets substantially greater than those of Laser. Stampede is a partnership formed by IMAGIN which currently owns 163,500 shares of Laser and has in a lawyer’s escrow account, all of the funds necessary to fulfill the requirement of the Laser’s shares tendered and accepted.

3. The new offer states that it is for $0.25 per common share plus a warrant to acquire 1 LRC.a share at $0.50 for each 2 LRC.a shares tendered. IMAGIN has made it clear to Laser Directors that IMAGIN would deposit LRC.a shares in an escrow account equal to _ of all Laser shares tendered and would cause a warrant to be created for LRC.a shares which would give tendering Laser shareholders a continuing play in the future growth of Laser. IMAGIN has full responsibility to provide the underlying shares at no dilution or cost to the Laser corporation. IMAGIN believes a warrant of this nature is very positive in that it keeps all current Laser shareholders participating even though they have “cashed out” at $0.25 per share.

4. The IMAGIN offer is for a minimum of 436,500 common shares to a maximum of 736,500 common shares. This will give IMAGIN 33% to 49% of the total Laser shares outstanding. IMAGIN has been advised that the rules of Revenue Canada do not allow for one owner to go over 50% of the capitalization without putting at jeopardy the tax loss carry forwards. In the case of Laser, the tax loss carry forward is in excess of $4 million. IMAGIN believes that if Dr. Woo goes over 50% that the tax loss carry forward as it might effect minority shareholders could be jeopardized.

5. Dr. Woo is the major creditor of Laser. He is also the major shareholder owning 426,074 shares. In a lock-up agreement mainly with his two independent Directors he acquired 177,981 shares for a total of 605,055 shares or 33.4% ownership position. Assuming that Dr. Woo does not go over 50% and the tax loss carry forward becomes at risk, IMAGIN believes that with cooperation at the Board level, potential financings and new business opportunities protected by the tax loss carry forward can more than meet any obligations that Laser has to Dr. Woo.

6. The independent members of the Board entered into a break-up fee with Dr. Woo before ever disclosing Dr. Woo’s going private transaction which was equal to the 92% of the market value at the time it was negotiated. The company later made an announcement that said the payment of the break-up fee would be “financially devastating to Laser.” It is clear that break-up fees are encouraged to attract competing bidders at formulas that range from 3.5% to 4%. They are not generally contemplated for “going private” transactions with company insiders.

The range of the IMAGIN bid is from 33% to 49% of the entire capitalization. These numbers equate to 50% to 75% of all shares owned by Dr. Woo after he buys the shares behind the lock-up agreements, mainly from his two fellow Directors.

7. The Board has not addressed the tax loss carry forward (“NOL”) of in excess of $4 million. IMAGIN believes that on a change of more than 50% of Laser shares, the tax NOL becomes in jeopardy for all but Dr. Woo’s clinic. IMAGIN as an interested shareholder has asked the Laser Directors for their opinion; they have yet to respond. The tax NOL is one of Laser’s main intangible assets. Dr. Woo’s goodwill is his asset alone. If Dr. Woo purchased over 50% of the Laser shares, it is IMAGIN’s opinion that this is a “material adverse event” in Laser’s financial outlook.

The IMAGIN offer is a bona fide offer at $0.25 per share cash consideration plus the value of the warrant which dramatically exceeds that of Dr. Woo’s “going private” bid of $0.155 by in excess of 61%. In the public market Laser common shares last traded at $0.27 or 74% over the cash bid of Dr. Woo. The independent Directors accepted the $0.155 bid on 177,981 shares on their lock-up agreement even though IMAGIN believes there are technical outs from the agreement.

IMAGIN does not believe that the independent Directors or Dr. Woo in his role as a director and a fiduciary have any arms-length reason to recommend that shareholders accept the $0.155 insider bid.

Laser Rejuvenation is a public company governed by the rule and mores of public trading markets. A $0.25 cash bid (or a $0.27 public trade) is always better than a $0.155 cash bid for those shareholders that tendered and are accepted.

IMAGIN has asked all Laser Directors to support its $0.25 per share cash bid and its LRC.a warrant component.

IMAGIN Diagnostic Centres, Inc. is a closely-held developmental stage company dedicated to being the leader in bringing PET (“Positron Emission Tomography”) and PET/CT (“Computed Tomography”) technology to Canadians. IMAGIN is negotiating joint ventures with private imaging centers and hospitals for the financing, installation and management of PET scan facilities across Canada. IMAGIN has a control position in Scans For Life, an early-stage marketing company focused on the patient acquisition function for CT and PET scans in the USA. IMAGIN is negotiating various transactions in order to establish a foothold in multiple Canadian markets. IMAGIN is located in Toronto, Ontario

RETURN TO IMAGIN PRESS RELEASE ARCHIVES 2003

 
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