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Exhibit 99.1
FOR IMMEDIATE
RELEASE
Digital Imaging Resources
Executes Merger Agreement for Acquisition of Boomerang Systems,
Inc.
Morristown, New Jersey, December
7, 2007 – Digital Imaging Systems, Inc.,
(“Digital” or the “Company”) (OTC - DGIR)
announced today that it has executed a Merger Agreement with
Boomerang Systems, Inc. (“Boomerang”) for the
acquisition of Boomerang by Digital. Boomerang is engaged in the
design, development, and initial marketing of automated racking and
retrieval systems for automobile parking and automated racking and
retrieval of containerized self-storage units.
If completed, Digital will issue
200,000,000 pre-reverse split shares of Common Stock which will
result in the stockholders of Boomerang owning approximately 81% of
the shares of Digital to be outstanding after the transaction is
completed. Closing of the merger is subject to the prior completion
of a number of steps each of which is a condition to the completion
of the merger. These steps include (i) the completion of a private
placement of 30,000,000 pre-reverse split shares of Common Stock of
Digital pursuant to a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended, (the
“Securities Act”) resulting in net proceeds to Digital
of not less than $1,500,000, (ii) the completion of a
fifteen-for-one reverse stock split of Digital’s outstanding
shares, and (iii) completion by Digital of all filing requirements
under the Securities Exchange Act of 1934, as amended, and the
passage of all notice periods.
This news release does not
constitute an offer of any securities of Digital for sale. The
securities to be issued in the merger transaction and sold in the
private sale of Digital’s shares will not be registered under
the Securities A
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