Diagnostic Imaging International Corp. (OTCPK:DIIG) entered into a share purchase agreement to acquire Schuylkill Open MRI, Inc. (SOMRI) for $2.2 million on August 13, 2012. Pursuant to the terms of agreement, the Diagnostic Imaging International will purchase SOMRI for an aggregate purchase price of $2 million plus a possible earn-out payment of up to $0.2 million, if certain post-closing revenue targets are met. Under the terms of the agreement, Diagnostic Imaging International has made a non-refundable payment of $0.02 million to the facility, which will be credited against the purchase price at closing. SOMRI posted revenue of $2 million in 2011. The transaction is subject to certain customary closing conditions, including, among other things, the satisfactory completion of Diagnostic Imaging International's due diligence of SOMRI, the continued regulatory compliance of SOMRI, the completion of a financial audit of SOMRI, which shall be acceptable to Diagnostic Imaging International, the continued employment of specified personnel of SOMRI, and obtain financing for the acquisition. Additionally, the acquisition of SOMRI may be abandoned by Diagnostic Imaging at any time, in its sole discretion. The transaction is expected to close by October 15, 2012.

As on October 11, 2012, the terms of the agreement were amended. Pursuant to the amended terms, the closing of the transaction has been extended to November 29, 2012. As on December 3, 2012, the terms of the agreement were amended. Pursuant to the amended terms, the closing of the transaction is expected on December 10, 2012. Diagnostic Imaging International had previously paid a $0.04 million deposit and is currently holding sufficient funds in escrow to complete the transaction and, subject to the satisfaction or waiver of all of the closing conditions, including the necessary financing.