ILI Imagine Lithium Inc

ILI Technologies (2002) Corp. or (the Company") (TSX VENTURE:ILI) announces its
intention to complete a private placement of convertible debentures with the
following terms:




Convertible Debenture - 2 year term                                         
Amount - CDN $5,000,000 - $10,000,000                                       
Interest 10% per annum - paid semi-annually                                 
Option to convert into common shares the first 6 months - $0.30             
Option to convert into common shares 6 months to 1 year - $0.50             
Option to convert into common shares second year - $0.75                    
Subject to adjustment.                                                      



The net proceeds from the private placement will be used to finance the MOU
project announced on April 18, 2011 and to fund the purchase of future pipe
projects under consideration in Mexico.


The Project (MOU)

ILI's wholly owned subsidiary CDN Oilfield Technologies & Solutions Mexico
(COTS) has entered into a Memorandum of Understanding Agreement (MOU) after
receiving a proposal from a well known Mexican construction company with over 30
years of proven experience, who has been contracted by Schlumberger for the
construction of infrastructure for onshore platforms and right-of-way access
roads for Pemex, the state owned oil and gas producer. 


The master contract between Schlumberger and the construction company is for
$812 million pesos (approximately CDN $65 million) and expires in the year 2013.
Under the terms of the agreement with the construction company, COTS will
provide initial funding up to Pesos $40 million per project (approximately USD
$3.3) for a period of 120 days in return for 50 percent of the gross revenue
anticipated at Pesos $80 million (approximately CDN$ 6.5 million). There are
approximately 10 projects with each project having the same costs and generating
the same revenue. Suppliers for each of these projects have been pre-approved by
Pemex with contract pricing in place. Some of the work has already been
completed leaving approximately USD $53 million in new projects which COTS will
be a full 50% partner. To earn this revenue COTS has only to fund an initial USD
$4 million to participate in all the remaining projects throughout the 2 year
term. Each project is fully secured by a performance bond and has liability
insurance coverage. Payment will be completed by way of direct assignment from
the originating source of the contract to a joint bank account equally
controlled by COTS and the construction company. Over the two year period the
total share of revenue to COTS amounts to approximately CDN $33 million and $CDN
1.1 million in earnings for each completed project.


Phil D'Angelo states "This is a great opportunity for the Company. The Company
will invest USD $4 million to earn potentially USD $33 million throughout the
life of the 2 year contract. Extensive due diligence has been completed by the
Company and management feels that every precaution has been taken to protect the
investment. Through a series of short term projects the Company can monitor the
progress thus limiting our overall risk and exposure. COTS is already under a
short term contract for USD $500,000 to the Mexican construction company to
provide funding for a Pemex project in return for an additional $80,000 in net
revenue. This project is already near completion ahead of schedule and it is
anticipated that a similar project will follow as a result of the success of
this project".


Upcoming Projects

The Company is negotiating new pipeline contracts that will require new sources
of capital to fund these projects through 2012. These are not small projects and
every effort is being made to assess these opportunities to determine the best
method of funding in order that we may secure these contracts. The Company is in
talks with the Export Development Corporation (EDC) and other sources of finance
providers to pursue a cost effective source of funding. As well, the Company
continues discussions with other service providers who have expressed a serious
interest to do business with the Company. 


Summary

The Company is in a transition period moving from a small revenue company to
potentially a much larger revenue company. Every effort is being made to source
funding for these upcoming projects. The project for which we are now seeking
funding is only the beginning. COTS have positioned themselves to secure
projects that would not normally be made available to a junior company. Through
the efforts of COTS new relationships have been established, a new business in
Mexico is gaining traction beyond our expectations, and COTS has exclusively
represented themselves as the only approved supplier for flexible pipe products
in Mexico replacing conventional steel pipelines. The Company is actively
involved in several projects which could ultimately change the dynamics of ILI.
Each project that is being considered for funding is accretive to shareholders
with a good ROI. The Company has had tremendous success with current pipe
installation projects all completed ahead of schedule and exceeding the
expectations of Pemex. The Company intends to take every advantage of this
unique opportunity and ultimately expand its relationships to increase
alternative sources of revenue, rewarding shareholders who have been patiently
waiting to see this company succeed for over 15 years. 


Reader Advisory

Except for statements of historical fact, this news release contains certain
"forward-looking information" within the meaning of applicable securities law.
Forward-looking information is frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate" and other
similar words, or statements that certain events or conditions "may" or "will"
occur. In particular, forward-looking information in this press release
includes, but is not limited to, anticipated sales of the company and completion
of installation projects . Although we believe that the expectations reflected
in the forward-looking information are reasonable, there can be no assurance
that such expectations will prove to be correct. We cannot guarantee future
results, performance or achievements. Consequently, there is no representation
that the actual results achieved will be the same, in whole or in part, as those
set out in the forward-looking information.


Forward-looking information is based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those anticipated in the forward-looking information.
Some of the risks and other factors that could cause the results to differ
materially from those expressed in the forward-looking information include, but
are not limited to: general economic conditions in Canada and Mexico and
globally; industry conditions, governmental regulation, including environmental
regulation; unanticipated operating events or performance; failure to obtain
industry partner and other third party consents and approvals, if and when
required; the availability of capital on acceptable terms; the need to obtain
required approvals from regulatory authorities; stock market volatility;
competition for, among other things, capital, skilled personnel and supplies;
changes in tax laws; and the other industry and geographic specific risk
factors. Investors are cautioned that this list of risk factors should not be
construed as exhaustive. 


The forward-looking information contained in this news release is expressly
qualified by this cautionary statement. We undertake no duty to update any of
the forward-looking information to conform such information to actual results or
to changes in our expectations except as otherwise required by applicable
securities legislation. Investors are cautioned not to place undue reliance on
forward-looking information.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities in any state of
the United States or any other jurisdiction outside of Canada in which such
offer, solicitation or sale would be unlawful. The securities have not been
registered under the U.S. Securities Act of 1933, as amended, or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the U.S. Securities Act of 1933 and applicable state securities laws.

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